Document and Entity Information
Document and Entity Information Document and Entity Information | 6 Months Ended |
Jun. 30, 2019shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q2 |
Entity Registrant Name | WYNDHAM HOTELS & RESORTS, INC. |
Entity Central Index Key | 0001722684 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | false |
Entity Shell Company | false |
Entity Current Reporting Status | Yes |
Entity Common Stock, Shares Outstanding | 96,430,788 |
Condensed Consolidated and Comb
Condensed Consolidated and Combined Statements of Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net revenues | ||||
Net revenues | $ 533 | $ 435 | $ 1,001 | $ 737 |
Expenses | ||||
Operating | 38 | 47 | 81 | 87 |
General and administrative | 31 | 26 | 65 | 49 |
Depreciation and amortization | 27 | 22 | 56 | 41 |
Impairment, net | 45 | 0 | 45 | 0 |
Contract termination | (9) | 0 | (9) | 0 |
Separation-related | 1 | 35 | 22 | 46 |
Transaction-related, net | 11 | 28 | 18 | 30 |
Total expenses | 471 | 396 | 889 | 641 |
Operating income | 62 | 39 | 112 | 96 |
Interest expense, net | 26 | 10 | 50 | 11 |
Income before income taxes | 36 | 29 | 62 | 85 |
Provision for income taxes | 10 | 8 | 15 | 24 |
Net income | $ 26 | $ 21 | $ 47 | $ 61 |
Earnings per share | ||||
Basic (in usd per share) | $ 0.27 | $ 0.21 | $ 0.49 | $ 0.61 |
Diluted (in usd per share) | $ 0.27 | $ 0.21 | $ 0.49 | $ 0.61 |
Royalties and franchise fees | ||||
Net revenues | ||||
Net revenues | $ 126 | $ 113 | $ 228 | $ 194 |
Marketing, reservation and loyalty | ||||
Net revenues | ||||
Net revenues | 140 | 124 | 254 | 208 |
Expenses | ||||
Cost of revenues | 149 | 124 | 278 | 208 |
Hotel management | ||||
Net revenues | ||||
Net revenues | 36 | 28 | 75 | 58 |
License and other revenues from former Parent | ||||
Net revenues | ||||
Net revenues | 33 | 25 | 61 | 43 |
Cost reimbursements | ||||
Net revenues | ||||
Net revenues | 160 | 114 | 315 | 180 |
Expenses | ||||
Cost of revenues | 160 | 114 | 315 | 180 |
Other | ||||
Net revenues | ||||
Net revenues | $ 38 | $ 31 | $ 68 | $ 54 |
Condensed Consolidated and Co_2
Condensed Consolidated and Combined Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 26 | $ 21 | $ 47 | $ 61 |
Other comprehensive income/(loss), net of tax | ||||
Foreign currency translation adjustments | 1 | (5) | 2 | (4) |
Unrealized (losses)/gains on cash flow hedges | (16) | 2 | (24) | 2 |
Other comprehensive income/(loss), net of tax | (15) | (3) | (22) | (2) |
Comprehensive income | $ 11 | $ 18 | $ 25 | $ 59 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 107 | $ 366 |
Trade receivables, net | 354 | 293 |
Prepaid expenses | 60 | 40 |
Other current assets | 75 | 152 |
Total current assets | 596 | 851 |
Property and equipment, net | 316 | 326 |
Goodwill | 1,539 | 1,547 |
Other non-current assets | 239 | 265 |
Total assets | 4,656 | 4,976 |
Current liabilities: | ||
Current portion of long-term debt | 21 | 21 |
Accounts payable | 60 | 61 |
Deferred income | 121 | 109 |
Accrued expenses and other current liabilities | 279 | 502 |
Total current liabilities | 481 | 693 |
Long-term debt | 2,110 | 2,120 |
Deferred income taxes | 391 | 399 |
Deferred income | 148 | 164 |
Other non-current liabilities | 226 | 182 |
Total liabilities | 3,356 | 3,558 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value, authorized 6,000,000 shares, none issued and outstanding | 0 | 0 |
Common stock, $.01 par value, authorized 600,000,000 shares,100,449,328 and 100,360,236 issued and outstanding at June 30, 2019 and December 31, 2018 | 1 | 1 |
Treasury stock, at cost – 4,052,640 and 2,269,169 shares at June 30, 2019 and December 31, 2018 | (214) | (119) |
Additional paid-in capital | 1,484 | 1,475 |
Retained earnings | 59 | 69 |
Accumulated other comprehensive income | (30) | (8) |
Total stockholders’ equity | 1,300 | 1,418 |
Total liabilities and equity | 4,656 | 4,976 |
Trademarks, net | ||
Current assets: | ||
Intangible assets, net | 1,396 | 1,397 |
Franchise agreements and other intangibles, net | ||
Current assets: | ||
Intangible assets, net | $ 570 | $ 590 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 6,000,000 | 6,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 100,449,328 | 100,360,236 |
Common stock, shares outstanding (in shares) | 96,396,688 | 98,091,067 |
Treasury stock, shares (in shares) | 4,052,640 | 2,269,169 |
Condensed Consolidated and Co_3
Condensed Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities | ||
Net income | $ 47 | $ 61 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 56 | 41 |
Impairment, net | 45 | 0 |
Gain on sale | 0 | (23) |
Deferred income taxes | (6) | (5) |
Stock-based compensation | 11 | |
Share-based Compensation, Net of Parent Transfers | 4 | |
Net change in assets and liabilities: | ||
Trade receivables | (55) | (26) |
Prepaid expenses | (20) | (5) |
Other current assets | (22) | (16) |
Accounts payable, accrued expenses and other current liabilities | (12) | 32 |
Payment of tax liability assumed in La Quinta acquisition | (188) | 0 |
Deferred income | 16 | (22) |
Payments of development advance notes, net | (8) | (1) |
Other, net | (1) | (7) |
Net cash (used in)/provided by operating activities | (137) | 33 |
Investing Activities | ||
Property and equipment additions | (25) | (33) |
Acquisition of business, net of cash acquired | 0 | (1,695) |
Proceeds from sale of assets, net | 0 | 27 |
(Issuance of)/proceeds from loans, net | (2) | 14 |
Insurance proceeds | 0 | 14 |
Other, net | 0 | 1 |
Net cash used in investing activities | (27) | (1,672) |
Financing Activities | ||
Net transfer to former Parent | 0 | (38) |
Proceeds from borrowings from former Parent | 0 | 13 |
Finance lease payments | (2) | (1) |
(Principal payments on)/proceeds from long-term debt | (8) | 2,100 |
Debt issuance costs | 0 | (28) |
Capital contribution from former Parent | 68 | 106 |
Dividend to former Parent | 0 | (90) |
Dividends to shareholders | (56) | (27) |
Repurchases of common stock | (95) | (11) |
Net share settlement of incentive equity awards | (4) | (27) |
Other, net | 1 | (1) |
Net cash (used in)/provided by financing activities | (96) | 1,996 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 1 | 0 |
Net (decrease)/increase in cash, cash equivalents and restricted cash | (259) | 357 |
Cash, cash equivalents and restricted cash, beginning of period | 366 | 59 |
Cash, cash equivalents and restricted cash, end of period | $ 107 | $ 416 |
Condensed Consolidated and Co_4
Condensed Consolidated and Combined Statements of Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Treasury Stock | Former Parent’s Net Investment | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of change in accounting standard | $ (15) | $ (15) | |||||
Beginning balance, shares at Dec. 31, 2017 | 0 | ||||||
Balance as of beginning of period, value at Dec. 31, 2017 | 1,262 | $ 0 | $ 0 | 1,257 | $ 0 | $ 0 | $ 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 39 | 39 | |||||
Other comprehensive income/(loss) | 1 | 1 | |||||
Net transfers to former Parent | (14) | (14) | |||||
Balance as of end of period, value at Mar. 31, 2018 | 1,273 | 1,267 | 6 | ||||
Beginning balance, shares at Dec. 31, 2017 | 0 | ||||||
Balance as of beginning of period, value at Dec. 31, 2017 | 1,262 | $ 0 | 0 | 1,257 | 0 | 0 | 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 61 | ||||||
Other comprehensive income/(loss) | (2) | ||||||
Ending balance, shares at Jun. 30, 2018 | 100 | ||||||
Balance as of end of period, value at Jun. 30, 2018 | 1,436 | $ 1 | (15) | 0 | 1,429 | 18 | 3 |
Balance as of beginning of period, value at Mar. 31, 2018 | 1,273 | 1,267 | 6 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 21 | 4 | 17 | ||||
Other comprehensive income/(loss) | (3) | (3) | |||||
Dividends | (25) | (25) | |||||
Repurchase of common stock | (15) | (15) | |||||
Change in deferred compensation | (4) | (4) | |||||
Net transfers to former Parent | (24) | (24) | |||||
Net contributions from former Parent | 234 | 234 | |||||
Transfers of net investment to additional paid-in capital | (1,456) | 1,456 | |||||
Stock Repurchased During Period, Shares | 100 | ||||||
Stock Issued During Period, Value, New Issues | 1 | $ 1 | |||||
Net Share Settlement of Incentive Equity Awards | (27) | (27) | |||||
Other | 5 | 4 | |||||
Retained Earnings, Other | 1 | ||||||
Ending balance, shares at Jun. 30, 2018 | 100 | ||||||
Balance as of end of period, value at Jun. 30, 2018 | 1,436 | $ 1 | (15) | $ 0 | 1,429 | 18 | 3 |
Beginning balance, shares at Dec. 31, 2018 | 98 | ||||||
Balance as of beginning of period, value at Dec. 31, 2018 | 1,418 | $ 1 | (119) | 1,475 | 69 | (8) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 21 | 21 | |||||
Other comprehensive income/(loss) | (7) | (7) | |||||
Dividends | (29) | (29) | |||||
Repurchase of common stock | (44) | (44) | |||||
Change in deferred compensation | 5 | 5 | |||||
Stock Repurchased During Period, Shares | 1 | ||||||
Other | 0 | (1) | 1 | ||||
Ending balance, shares at Mar. 31, 2019 | 97 | ||||||
Balance as of end of period, value at Mar. 31, 2019 | 1,364 | $ 1 | (164) | 1,481 | 61 | (15) | |
Beginning balance, shares at Dec. 31, 2018 | 98 | ||||||
Balance as of beginning of period, value at Dec. 31, 2018 | 1,418 | $ 1 | (119) | 1,475 | 69 | (8) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 47 | ||||||
Other comprehensive income/(loss) | (22) | ||||||
Ending balance, shares at Jun. 30, 2019 | 96 | ||||||
Balance as of end of period, value at Jun. 30, 2019 | 1,300 | $ 1 | (214) | 1,484 | 59 | (30) | |
Beginning balance, shares at Mar. 31, 2019 | 97 | ||||||
Balance as of beginning of period, value at Mar. 31, 2019 | 1,364 | $ 1 | (164) | 1,481 | 61 | (15) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 26 | 26 | |||||
Other comprehensive income/(loss) | (15) | (15) | |||||
Dividends | (28) | (28) | |||||
Repurchase of common stock | (50) | (50) | |||||
Change in deferred compensation | 6 | 6 | |||||
Stock Repurchased During Period, Shares | 1 | ||||||
Net Share Settlement of Incentive Equity Awards | (4) | (4) | |||||
Other | 1 | 1 | |||||
Ending balance, shares at Jun. 30, 2019 | 96 | ||||||
Balance as of end of period, value at Jun. 30, 2019 | $ 1,300 | $ 1 | $ (214) | $ 1,484 | $ 59 | $ (30) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Wyndham Hotels & Resorts, Inc. (collectively with its consolidated subsidiaries, “Wyndham Hotels” or the “Company”) is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in more than 80 countries around the world. Prior to May 31, 2018, the Company was wholly owned by Wyndham Worldwide Corporation (‘‘Wyndham Worldwide’’, “Wyndham Destinations” and, collectively with its consolidated subsidiaries, ‘‘former Parent’’). The Condensed Consolidated and Combined Financial Statements have been prepared on a stand-alone basis and prior to May 31, 2018 are derived from the consolidated financial statements and accounting records of Wyndham Worldwide. The Condensed Consolidated and Combined Financial statements include Wyndham Hotels’ assets, liabilities, revenues, expenses and cash flows and all entities in which Wyndham Hotels has a controlling financial interest. The accompanying Condensed Consolidated and Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated in the Condensed Consolidated and Combined Financial Statements. Wyndham Hotels’ Condensed Consolidated and Combined Financial Statements prior to May 31, 2018, include certain indirect general and administrative costs allocated to it by former Parent for certain functions and services including, but not limited to, executive office, finance and other administrative support. These expenses have been allocated to Wyndham Hotels on the basis of direct usage when identifiable, with the remainder allocated primarily based on its pro-rata share of combined revenues or headcount. Both Wyndham Hotels and former Parent considered the basis on which expenses prior to spin-off had been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by Wyndham Hotels during the periods presented. In presenting the Condensed Consolidated and Combined Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Condensed Consolidated and Combined Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated and Combined Financial Statements should be read in conjunction with the Company’s 2018 Consolidated and Combined Financial Statements included in its most recent Annual Report on Form 10-K , filed with the U.S. Securities and Exchange Commission (the “SEC”) and any subsequent reports filed with the SEC. Business Description Wyndham Hotels operates in the following segments: • Hotel franchising — licenses the Company’s lodging brands and provides related services to third-party hotel owners and others. • Hotel management — provides hotel management services for full-service and limited-service hotels as well as two hotels that are owned by the Company. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Recently Issued Accounting Pronouncements Measurement of Credit Losses on Financial Instruments. In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance to replace the existing methodology for estimating credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Upon adoption, the Company will be required to use a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Adoption of the guidance will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align the Company’s credit loss methodology with the new guidance. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures. Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued guidance which simplifies the current two-step goodwill impairment test by eliminating Step 2 of the test. The guidance requires a one-step impairment test in which an entity compares the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, and should be applied on a prospective basis. Early adoption is permitted for the interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company believes the adoption of this guidance will not have a material effect on its financial statements and related disclosures. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In August 2018, the FASB issued guidance to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The guidance aligns the requirements for capitalizing implementation costs incurred in such arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, with early adoption permitted. This guidance should be applied on either a retrospective or prospective basis. The Company believes the prospective adoption of this guidance will not have a material effect on its financial statements and related disclosures. Recently Adopted Accounting Pronouncements Leases. In February 2016, the FASB issued guidance which requires companies generally to recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. This guidance is effective for fiscal years beginning after December 15, 2018 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted the new accounting guidance for leases using the modified retrospective approach as of January 1, 2019. See Note 14 - Leases for further details. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the FASB issued guidance which permits entities to reclassify tax effects stranded in accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This new guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2018. The Company adopted the guidance on January 1, 2019, as required. There was no material impact on its Consolidated and Combined Financial Statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Deferred Income Deferred income, or contract liabilities, generally represents payments or consideration received in advance for goods or services that the Company has not yet provided to the customer. Deferred income amounts as of June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Deferred initial franchise fee revenue $ 130 $ 127 Deferred loyalty program revenue 86 74 Deferred co-branded credit card program revenue 14 30 Deferred hotel management fee revenue 2 21 Deferred other revenue 37 21 Total $ 269 $ 273 Deferred initial franchise fees represent payments received in advance from prospective franchisees upon the signing of a franchise agreement and are generally recognized to revenue within 12 years. Deferred loyalty revenues represent the portion of loyalty program fees charged to franchisees, net of redemption costs, that have been deferred and will be recognized over time based upon loyalty point redemption patterns. Deferred co-branded credit card program revenue represents payments received in advance from the Company’s co-branded credit card partners primarily for card member activity, which is typically recognized within one year. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The consideration received from a customer is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below: 7/1/2019- 6/30/2020 7/1/2020- 6/30/2021 7/1/2021- 6/30/2022 Thereafter Total Initial franchise fee revenue $ 26 $ 13 $ 12 $ 79 $ 130 Loyalty program revenue 53 21 9 3 86 Co-branded credit card program revenue 14 — — — 14 Hotel management fee revenue 1 — — 1 2 Other revenue 27 3 2 5 37 Total $ 121 $ 37 $ 23 $ 88 $ 269 Disaggregation of Net Revenues The table below presents a disaggregation of the Company’s net revenues from contracts with customers by major services and products for each of the Company’s segments: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Hotel Franchising Royalties and franchise fees $ 124 $ 110 $ 223 $ 188 Marketing, reservation and loyalty 139 124 252 208 License and other revenues from former Parent 33 25 61 43 Other 35 30 64 52 Total Hotel Franchising 331 289 600 491 Hotel Management Royalties and franchise fees 2 3 5 6 Marketing, reservation and loyalty 1 — 2 — Hotel management - owned properties 23 19 49 42 Hotel management - managed properties 13 9 26 16 Cost reimbursements 160 114 315 180 Other 2 1 1 2 Total Hotel Management 201 146 398 246 Corporate and Other 1 — 3 — Net Revenues $ 533 $ 435 $ 1,001 $ 737 Capitalized Contract Costs The Company incurs certain direct and incremental sales commissions costs in order to obtain hotel franchise and management contracts. Such costs are capitalized and subsequently amortized beginning upon hotel opening over the first non-cancellable period of the agreement. In the event an agreement is terminated prior to the end of the first non-cancellable period, any unamortized cost is immediately expensed. As of June 30, 2019 and December 31, 2018 , capitalized contract costs were $30 million and $24 million , respectively, of which $7 million and $8 million , respectively, were included in other current assets, and $23 million and $16 million , respectively, were included in other non-current assets on its Condensed Consolidated Balance Sheets. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. The following table sets forth the computation of basic and diluted EPS (in millions, except per-share data): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net income $ 26 $ 21 $ 47 $ 61 Basic weighted average shares outstanding 97.1 99.9 97.5 99.8 Stock options and restricted stock units (“RSUs”) 0.3 0.1 0.3 — Diluted weighted average shares outstanding 97.4 100.0 97.8 99.8 Earnings per share: Basic $ 0.27 $ 0.21 $ 0.49 $ 0.61 Diluted 0.27 0.21 0.49 0.61 Dividends: Cash dividends declared per share $ 0.29 $ 0.25 $ 0.29 $ 0.25 Aggregate dividends paid to shareholders $ 28 $ 27 $ 56 $ 27 Stock Repurchase Program On May 9, 2018, the Company’s Board of Directors approved a stock repurchase program, which became effective immediately following the Distribution, under which the Company is authorized to repurchase up to $300 million of its outstanding common stock. The following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data): Shares Cost Average Price Per Share As of January 1, 2019 2.3 $ 119 $ 52.51 For the six months ended June 30, 2019 1.8 94 52.91 As of June 30, 2019 4.1 $ 214 $ 52.68 Note: Amounts may not add due to rounding. The Company had $86 million of remaining availability under its program as of June 30, 2019 . |
Franchising, Marketing and Rese
Franchising, Marketing and Reservation Activities | 6 Months Ended |
Jun. 30, 2019 | |
Franchisors [Abstract] | |
Franchising and Marketing and Reservation Activities | Franchising, Marketing and Reservation Activities Royalties and franchise fee revenues on the Condensed Consolidated and Combined Statements of Income include initial franchise fees of $4 million and $6 million for the three months ended June 30, 2019 and 2018 , respectively, and $8 million and $9 million for the six months ended June 30, 2019 and 2018 , respectively. In accordance with its franchise agreements, generally Wyndham Hotels is contractually obligated to expend the marketing and reservation fees it collects from franchisees for the operation of an international, centralized, brand-specific reservation system and for marketing purposes such as advertising, promotional and co-marketing programs, and training for the respective franchisees. Additionally, the Company is required to provide certain services to its franchisees, including technology and purchasing programs. The Company may, at its discretion, provide development advance notes to certain franchisees or hotel owners in order to assist them in converting to one of Wyndham Hotels’ brands, in building a new hotel to be flagged under one of Wyndham Hotels’ brands or in assisting in other franchisee expansion efforts. Provided the franchisee/hotel owner is in compliance with the terms of the franchise/management agreement, all or a portion of the development advance notes may be forgiven by Wyndham Hotels over the period of the franchise/management agreement, which typically ranges from 10 to 20 years. Otherwise, the related principal is due and payable to Wyndham Hotels. In certain instances, Wyndham Hotels may earn interest on unpaid franchisee development advance notes. Such interest was not significant during the three and six months ended June 30, 2019 and 2018 . Development advance notes recorded on the Condensed Consolidated Balance Sheets amounted to $80 million and $78 million as of June 30, 2019 and December 31, 2018 , respectively, and are classified within other non-current assets on the Condensed Consolidated Balance Sheets. During both the three months ended June 30, 2019 and 2018 , the Company recorded $2 million related to the forgiveness of these notes. During the six months ended June 30, 2019 and 2018 , the Company recorded $4 million and $3 million , respectively, related to the forgiveness of these notes. Such amounts are recorded as a reduction of royalties and franchise fees and marketing, reservation and loyalty revenues on the Condensed Consolidated and Combined Statements of Income. The Company recorded $1 million and less than $1 million of bad debt expenses related to development advance notes during the three months ended June 30, 2019 and 2018 , respectively, and $2 million and less than $1 million for the six months ended June 30, 2019 and 2018 , respectively. Such expenses were reported within operating and marketing, reservation and loyalty expenses on the Condensed Consolidated and Combined Statements of Income. The Company received $1 million and $2 million of proceeds from repayment of development advance notes during the three months ended June 30, 2019 and 2018 , respectively, and issued $4 million and $8 million of development advance notes during the three months ended June 30, 2019 and 2018 , respectively. The Company received $1 million and $10 million of proceeds from repayment of development advance notes during the six months ended June 30, 2019 and 2018 , respectively, and issued $9 million and $11 million of development advance notes during the six months ended June 30, 2019 and 2018 , respectively. These amounts are reflected net in operating activities on the Condensed Consolidated and Combined Statements of Cash Flows. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company files income tax returns in the U.S. federal and state jurisdictions, as well as in foreign jurisdictions. Through May 31, 2018, the Company was part of a consolidated U.S. federal income tax return and consolidated and combined state returns with its former Parent. The Company is no longer subject to U.S. federal income tax examinations, for years prior to 2015, as part of the former Parent’s filings. The Company is no longer subject to state and local, or foreign, income tax examinations for years prior to 2010. The Company made federal and state income tax payments, net of refunds, in the amount of $29 million for the six months ended June 30, 2019 . These payments exclude $188 million of tax payments related to assumed liabilities in connection with the La Quinta acquisition. During the six months ended June 30, 2018 , the former Parent paid $27 million of federal and state income tax liabilities related to the Company. Additionally, the Company made foreign income tax payments, net of refunds, in the amount of $8 million and $7 million for the six months ended June 30, 2019 and 2018. The Company’s effective tax rates were 27.8% and 27.6% during the three months ended June 30, 2019 and 2018 , respectively. The Company’s effective tax rates were 24.2% and 28.2% during the six months ended June 30, 2019 and 2018 , respectively. The decrease was primarily related to the tax impact from a settlement with state taxing authorities in the first quarter of 2019, partially offset by a tax benefit associated with stock-based compensation during 2018. |
Long-Term Debt and Borrowing Ar
Long-Term Debt and Borrowing Arrangements | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Borrowing Arrangements | Long-Term Debt and Borrowing Arrangements The Company’s indebtedness consisted of: June 30, 2019 December 31, 2018 Long-term debt: (a) $750 million revolving credit facility (due May 2023) $ — $ — Term loan (due May 2025) 1,574 1,582 5.375% senior unsecured notes (due April 2026) 494 494 Finance leases 63 65 Total long-term debt 2,131 2,141 Less: Current portion of long-term debt 21 21 Long-term debt $ 2,110 $ 2,120 (a) The carrying amount of the term loan and senior unsecured notes are net of deferred debt issuance costs of $19 million and $21 million as of June 30, 2019 and December 31, 2018 , respectively. Maturities and Capacity The Company’s outstanding debt as of June 30, 2019 matures as follows: Long-Term Debt Within 1 year $ 21 Between 1 and 2 years 21 Between 2 and 3 years 21 Between 3 and 4 years 21 Between 4 and 5 years 21 Thereafter 2,026 Total $ 2,131 As of June 30, 2019 , the available capacity under the Company’s revolving credit facility was as follows: Revolving Credit Facility Total capacity $ 750 Less: Letters of credit 15 Available capacity $ 735 Deferred Debt Issuance Costs The Company classifies deferred debt issuance costs related to its revolving credit facility within other non-current assets on the Condensed Consolidated Balance Sheets. The Company had deferred debt issuance costs of $5 million as of both June 30, 2019 and December 31, 2018. Cash Flow Hedge The Company has hedged a portion of its $1.6 billion term loan. As of June 30, 2019 , the pay-fixed/receive-variable interest rate swaps hedge $1.1 billion of the Company’s term loan interest rate exposure, of which $600 million has a remaining term of approximately five years with a weighted average fixed rate of 2.55% and $500 million has a remaining term of approximately three years with a weighted average fixed rate of 2.42% . The variable rates of the swap agreements are based on one-month LIBOR. The aggregate fair value of these interest rate swaps was a $37 million and $5 million liability as of June 30, 2019 and December 31, 2018 , respectively, which was included within other non-current liabilities on the Condensed Consolidated Balance Sheets. Unrealized losses recognized in accumulated other comprehensive income (“AOCI”) for the six months ended June 30, 2019 and 2018 were $32 million ( $24 million , net of taxes) and $3 million , respectively. Interest Expense, Net Wyndham Hotels incurred net interest expense of $26 million and $10 million for the three months ended June 30, 2019 and 2018 , respectively, and $50 million and $11 million for the six months ended June 30, 2019 and 2018 , respectively. Cash paid related to such interest was $50 million for the six months ended June 30, 2019 . There were no cash payments related to interest in the 2018 period. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Wyndham Hotels measures its financial assets and liabilities at fair value on a recurring basis and utilizes the fair value hierarchy to determine such fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable. Level 3: Unobservable inputs used when little or no market data is available. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. Wyndham Hotels’ assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, trade receivables, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying amounts and estimated fair values of all other financial instruments are as follows: June 30, 2019 Carrying Amount Estimated Fair Value Debt Total debt $ 2,131 $ 2,188 The Company estimates the fair value of its debt using Level 2 inputs based on indicative bids from investment banks or quoted market prices with the exception of finance leases, which are estimated at carrying value. Financial Instruments Changes in interest rates and foreign exchange rates expose Wyndham Hotels to market risk. The Company uses cash flow hedges as part of its overall strategy to manage its exposure to market risks associated with fluctuations in interest rates and foreign currency exchange rates. As a matter of policy, the Company only enters into transactions that it believes will be highly effective at offsetting the underlying risk, and it does not use derivatives for trading or speculative purposes. Interest Rate Risk A portion of debt used to finance the Company’s operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial instruments to create a desired mix of fixed and floating rate assets and liabilities. Derivative instruments currently used in these hedging strategies include interest rate swaps. The derivatives used to manage the risk associated with the Company’s floating rate debt are derivatives designated as cash flow hedges. The amount of gains or losses the Company expects to reclassify from AOCI to earnings during the next 12 months is approximately $1 million . Foreign Currency Risk The Company has foreign currency rate exposure to exchange rate fluctuations worldwide, particularly with respect to the Canadian Dollar, the Chinese Yuan, the Euro, the British Pound and the Argentine Peso. The Company uses foreign currency forward contracts at various times to manage and reduce the foreign currency exchange rate risk associated with its foreign currency denominated receivables and payables, forecasted royalties, and forecasted earnings and cash flows of foreign subsidiaries and other transactions. Gains and losses recognized in income from freestanding foreign currency exchange contracts were no t material during the three and six months ended June 30, 2019 and 2018, respectively. As required, the Company began accounting for Argentina as a highly inflationary economy as of July 1, 2018. The Company incurred immaterial foreign currency exchange gains related to Argentina during the three months ended June 30, 2019 and $1 million of losses during the six months ended June 30, 2019. Such gains or losses are included in operating expenses in the Condensed Consolidated and Combined Statements of Income. Credit Risk and Exposure The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and often by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation Wyndham Hotels is involved, at times, in claims, legal and regulatory proceedings and governmental inquiries arising in the ordinary course of its business, including but not limited to: breach of contract, fraud and bad faith claims with franchisees in connection with franchise agreements and with owners in connection with management contracts, as well as negligence, breach of contract, fraud, employment, consumer protection and other statutory claims asserted in connection with alleged acts or occurrences at owned, franchised or managed properties or in relation to guest reservations and bookings. The Company may also at times be involved in claims, legal and regulatory proceedings and governmental inquiries relating to bankruptcy proceedings involving efforts to collect receivables from a debtor in bankruptcy, employment matters, claims of infringement upon third parties’ intellectual property rights, claims relating to information security, privacy and consumer protection, fiduciary duty/trust claims, tax claims, environmental claims and landlord/tenant disputes. The Company assumed one-third of certain contingent and other corporate liabilities of Wyndham Worldwide incurred prior to the spin-off, including liabilities of Wyndham Worldwide related to, arising out of or resulting from certain terminated or divested businesses, certain general corporate matters of Wyndham Worldwide and any actions with respect to the separation plan or the distribution made or brought by any third party. Wyndham Hotels records an accrual for legal contingencies when it determines, after consultation with outside counsel, that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, Wyndham Hotels evaluates, among other things, the degree of probability of an unfavorable outcome, and when it is probable that a liability has been incurred, its ability to make a reasonable estimate of loss. Wyndham Hotels reviews these accruals each reporting period and makes revisions based on changes in facts and circumstances, including changes to its strategy in dealing with these matters. Wyndham Hotels believes that it has adequately accrued for such matters with reserves of $8 million and $25 million as of June 30, 2019 and December 31, 2018 , respectively. The Company also had receivables of $2 million and $21 million as of June 30, 2019 and December 31, 2018 , respectively, for certain matters which are covered by insurance and were included in other current assets on its Condensed Consolidated Balance Sheets. Litigation is inherently unpredictable and, although Wyndham Hotels believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to Wyndham Hotels with respect to earnings and/or cash flows in any given reporting period. As of June 30, 2019 , the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $10 million in excess of recorded accruals. However, Wyndham Hotels does not believe that the impact of such litigation will result in a material liability to Wyndham Hotels in relation to its combined financial position or liquidity. Guarantees Hotel Management Guarantees The Company has entered into hotel management agreements that provide the hotel owner with a guarantee of a certain level of profitability based upon various metrics. Under such agreements, the Company would be required to compensate the hotel owner for any profitability shortfall over the life of the management agreement up to a specified aggregate amount. For certain agreements, the Company may be able to recapture all or a portion of the shortfall payments in the event that future operating results exceed targets. The original terms of the Company’s existing guarantees range from nine to ten years. As of June 30, 2019 , the maximum potential amount of future payments that may be made under these guarantees was $97 million with a combined annual cap of $26 million . These guarantees have a remaining life of approximately four to five years with a weighted average life of approximately four years. In connection with its performance guarantees, as of June 30, 2019 , the Company maintained a liability of $14 million , which was included in accrued expenses and other current liabilities on its Condensed Consolidated Balance Sheet. As of June 30, 2019 , the Company had no assets related to these guarantees. As of December 31, 2018 , the Company maintained a liability of $24 million , of which $15 million was included in other non-current liabilities and $9 million was included in accrued expenses and other current liabilities on its Condensed Consolidated Balance Sheet. As of December 31, 2018 , the Company also had a corresponding $11 million asset related to the guarantees, of which $1 million was included in other current assets and $10 million was included in other non-current assets on its Condensed Consolidated Balance Sheets. Such assets were amortized on a straight-line basis over the life of the agreements. The amortization expense for the performance guarantees noted above was less than $1 million for both the three and six months ended June 30, 2019 and 2018 . For guarantees subject to recapture provisions, the Company had receivables of $5 million as of June 30, 2019 , which were included in other non-current assets on its Condensed Consolidated Balance Sheet. As of December 31, 2018 , the Company had receivables of $46 million , of which $45 million were included in other non-current assets and $1 million was included in other current assets on its Condensed Consolidated Balance Sheet. Such receivables were the result of payments made to date that are subject to recapture and which the Company believes will be recoverable from future operating performance. During the second quarter of 2019, the Company determined that it expects to exit an unprofitable hotel-management agreement initiated in 2013. In conjunction with this management agreement, which was subject to recapture provisions and covers 22 hotels, the Company’s guarantee obligations have been exhausted, and the Company has elected not to support further out-of-pocket payments by its subsidiary to the hotels’ owner. The Company expects that this will result in the hotel-management agreement, including the Company’s ability to recapture out-of-pocket payments it had made to the hotels’ owner, being terminated. As a result of the decision to no longer support out-of-pocket payments and other factors, $48 million of receivables became fully impaired and were written off. Wyndham Hotels believes that the expected termination of the hotel-management agreement will not result in a material adverse effect on the Company. During the second quarter, the Company also wrote off a $10 million guarantee asset and derecognized a $13 million guarantee liability related to such management agreement. As such, the Company recorded a total net non-cash charge of $45 million which is reported within impairment, net on the Condensed Consolidated Statement of Income. As of December 31, 2018 , the Company also had receivables of $21 million of deferred hotel management fees which were included within other non-current assets on the Condensed Consolidated Balance Sheets and were fully offset by $21 million of deferred hotel management fees which were included within deferred income with the Condensed Consolidated Balance Sheets. These amounts were fully written off as of June 30, 2019. Credit Support Provided and Other Indemnifications relating to Wyndham Worldwide’s Sale of its European Vacation Rentals Business In May 2018, Wyndham Worldwide completed the sale of its European Vacation Rentals business to Compass IV Limited, an affiliate of Platinum Equity, LLC. In connection with the sale of the European Vacation Rentals business, the Company provided certain post-closing credit support in the form of guarantees to help ensure that the business meets the requirements of certain credit card service providers, travel association and regulatory authorities. Pursuant to the terms of the Separation and Distribution Agreement that was entered into in connection with the Company’s spin-off, the Company will assume one-third and Wyndham Destinations will assume two-thirds of losses that may be incurred by Wyndham Destinations or the Company in the event that these credit support arrangements are enforced or called upon by any beneficiary in respect of any indemnification claims made. As of June 30, 2019 , there were $76 million of outstanding guarantees provided by the Company. Such guarantees had a fair value of $61 million , and the Company had an offsetting $41 million receivable from its former Parent representing two-thirds of the fair value of the guarantees. The fair value of the guarantees of $61 million was included in other non-current liabilities and the $41 million receivable from its former Parent was included in other non-current assets on its Condensed Consolidated Balance Sheets. In connection with the sale of the European Vacation Rentals business, the Company was entitled to one-third of the excess of net proceeds from the sale above a pre-set amount. Accordingly, the Company had a net receivable of $40 million as of December 31, 2018, which it received from its former Parent during the second quarter of 2019. Such amount was included within capital contribution from former Parent on the Company’s Condensed Consolidated and Combined Statement of Cash Flows. Transfer of Former Parent Liabilities and Issuances of Guarantees to Former Parent and Affiliates Upon the distribution of the Company’s common stock to Wyndham Worldwide shareholders, the Company entered into certain guarantee commitments with its former Parent. These guarantee arrangements relate to certain former Parent contingent tax and other corporate liabilities. The Company assumed and is responsible for one-third of such contingent liabilities while its former Parent is responsible for the remaining two-thirds. The amount of liabilities assumed by the Company in connection with the spin-off was $8 million and $24 million as of June 30, 2019 and December 31, 2018, respectively, which were included within other non-current liabilities. The Company also had a $1 million and $11 million liability due to its former Parent primarily related to taxes which was included within current liabilities on its Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018, respectively. In addition, the Company had $6 million and $44 million of tax-related receivables due from former Parent and subsidiaries as of June 30, 2019 and December 31, 2018, respectively, which were included within current assets on its Condensed Consolidated Balance Sheets. During the second quarter of 2019, the Company received $28 million from its former Parent related to net tax refunds, which was included within capital contribution from former Parent on its Condensed Consolidated and Combined Statement of Cash Flows. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has a stock-based compensation plan available to grant non-qualified stock options, incentive stock options, stock-settled appreciation rights, RSUs, performance-vesting restricted stock units (“PSUs”) and other stock-based awards to key employees, non-employee directors, advisors and consultants. Under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan, which became effective on May 14, 2018, a maximum of 10.0 million shares of common stock may be awarded. As of June 30, 2019 , 6.7 million shares remained available. Incentive Equity Awards Granted by the Company During 2019, Wyndham Hotels’ Board of Directors approved incentive equity award grants to employees of Wyndham Hotels in the form of RSUs, stock options and PSUs. The activity related to the Company’s incentive equity awards for the six months ended June 30, 2019 consisted of the following: RSUs Options PSUs Number of Weighted Number Weighted Number of PSUs Weighted Balance as of December 31, 2018 0.5 $ 61.31 0.5 $ 61.40 — $ — Granted (a) 0.5 52.44 0.5 52.44 0.1 52.44 Vested/Exercised (0.1 ) 61.30 — — — — Canceled (0.1 ) 58.81 — — — — Balance as of June 30, 2019 0.8 (b) $ 55.90 1.0 (c) $ 56.93 0.1 (d) $ 52.44 (a) Represents awards granted by the Company primarily in February 2019. (b) RSUs outstanding as of June 30, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $45 million , which is expected to be recognized over a weighted average period of 3.3 years . (c) Unvested options outstanding were 0.9 million with a weighted average exercise price of $56.26 as of June 30, 2019 . Unvested options are expected to vest over time and have an aggregate unrecognized compensation expense of $9 million , which is expected to be recognized over a weighted average period of 3.3 years . The approximately 1.0 million options outstanding ( 0.1 million options exercisable) as of June 30, 2019 had an intrinsic value of $2 million with a weighted average remaining contractual life of 7.3 years . (d) PSUs outstanding as of June 30, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $5 million , which is expected to be recognized over a weighted average period of 2.8 years . The fair value of stock options granted by Wyndham Hotels in February 2019 was estimated to be $10.46 per option on the date of the grant using the Black-Scholes option-pricing model with the relevant assumptions outlined in the table below. Expected volatility is based on both historical and implied volatilities of the stock of comparable companies over the estimated expected life of the options. The expected life represents the period of time the options are expected to be outstanding. The risk-free interest rate is based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the options. The projected dividend yield was based on the Company’s anticipated annual dividend divided by the price of the Company’s stock on the date of the grant. 2019 Grant date strike price $52.44 Expected volatility 22.24% Expected life 6.25 years Risk-free interest rate 2.63% Projected dividend yield 2.21% Incentive Equity Awards Granted by Wyndham Worldwide In addition to the awards granted by Wyndham Hotels, as of June 30, 2019 , there were 0.1 million RSUs outstanding which were granted to employees by Wyndham Worldwide prior to the Company’s spin-off. Such outstanding RSUs were converted to the Company’s stock at a weighted average grant price of $64.46 and will fully vest in July 2019. Stock-Based Compensation Expense Stock-based compensation expense was $6 million and $21 million for the three months ended June 30, 2019 and 2018, respectively, of which $2 million and $20 million , respectively, was recorded within separation-related costs on the Condensed Consolidated and Combined Statements of Income. Further, stock-based compensation expense was $11 million and $24 million for the six months ended June 30, 2019 and 2018 , respectively, of which $4 million and $20 million , respectively, was recorded within separation-related costs on the Condensed Consolidated and Combined Statements of Income. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The reportable segments presented below represent Wyndham Hotels’ operating segments for which separate financial information is available and is utilized on a regular basis by its chief operating decision maker to assess performance and allocate resources. In identifying its reportable segments, Wyndham Hotels also considers the nature of services provided by its operating segments. Management evaluates the operating results of each of its reportable segments based upon net revenues and “Adjusted EBITDA”, which is defined as net income excluding interest expense, depreciation and amortization, impairment charges, restructuring and related charges, contract termination costs, transaction-related expenses (acquisition-, disposition- or separation-related), foreign currency impacts of highly inflationary countries, stock-based compensation expense, early extinguishment of debt costs and income taxes. Beginning with the third quarter of 2018, Wyndham Hotels’ calculation of Adjusted EBITDA excludes the currency effects of highly inflationary countries. Wyndham Hotels believes that Adjusted EBITDA is a useful measure of performance for its segments which, when considered with U.S. GAAP measures, Wyndham Hotels believes allows a more complete understanding of its operating performance. Wyndham Hotels’ presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Three Months Ended June 30, 2019 2018 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 331 $ 162 $ 289 $ 129 Hotel Management 201 16 146 8 Total Reportable Segments 532 178 435 137 Corporate and Other 1 (19 ) — (12 ) Total Company $ 533 $ 159 $ 435 $ 125 The table below is a reconciliation of Net income to Adjusted EBITDA. Three Months Ended June 30, 2019 2018 Net income $ 26 $ 21 Provision for income taxes 10 8 Depreciation and amortization 27 22 Interest expense, net 26 10 Stock-based compensation 4 1 Impairment, net 45 — Contract termination costs 9 — Separation-related expenses 1 35 Transaction-related expenses, net 11 28 Adjusted EBITDA $ 159 $ 125 Six Months Ended June 30, 2019 2018 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 600 $ 275 $ 491 $ 214 Hotel Management 398 31 246 24 Total Reportable Segments 998 306 737 238 Corporate and Other 3 (36 ) — (21 ) Total Company $ 1,001 $ 270 $ 737 $ 217 The table below is a reconciliation of Net income to Adjusted EBITDA. Six Months Ended June 30, 2019 2018 Net income $ 47 $ 61 Provision for income taxes 15 24 Depreciation and amortization 56 41 Interest expense, net 50 11 Stock-based compensation 7 4 Impairment, net 45 — Contract termination costs 9 — Separation-related expenses 22 46 Transaction-related expenses, net 18 30 Foreign currency impact of highly inflationary countries 1 — Adjusted EBITDA $ 270 $ 217 |
Other Expenses and Charges
Other Expenses and Charges | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Separation-Related and Transaction-Related Expenses and Impairment, net | Separation-Related The Company incurred separation-related costs associated with its spin-off from Wyndham Worldwide of $1 million and $35 million for the three months ended June 30, 2019 and 2018, respectively, and $22 million and $46 million for the six months ended June 30, 2019 and 2018, respectively. These costs primarily consist of severance, stock-based compensation and other employee-related costs. Transaction-Related, Net For the three and six months ended June 30, 2019 , the Company incurred $11 million and $18 million , respectively of transaction-related costs primarily for integration activities related to the Company’s acquisition of La Quinta in 2018. For the three and six months ended June 30, 2018 , the Company incurred $28 million and $30 million , respectively of transaction-related costs primarily related to the Company’s acquisition of La Quinta in 2018, partially offset by a $23 million gain the Company recorded in connection with its sale of the Knights Inn brand. Impairment, Net The Company incurred a non-cash net impairment charge associated with the planned termination of a hotel-management arrangement, which is comprised of a $48 million write-off of receivables, a $10 million write-off of a guarantee asset and the derecognition of a $13 million guarantee liability. See Note 9 - Commitments and Contingencies for further details. Contract Termination During the second quarter of 2019, the Company incurred a contract termination charge of $9 million in connection with an obligation associated with the expected termination of a hotel-management agreement. The Company recorded a liability which was included in accrued expenses and other current liabilities on its Condensed Consolidated Balance Sheets. |
Transactions With Former Parent
Transactions With Former Parent | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Transactions With Former Parent | Transactions with Former Parent Wyndham Hotels has a number of arrangements with its former Parent for services provided between both parties as described below. Cash Management Former Parent used a centralized cash management process. Prior to the Company’s spin-off, the majority of Wyndham Hotels’ daily cash receipts were transferred to former Parent and former Parent funded Wyndham Hotels’ operating and investing activities as needed. Accordingly, the cash and cash equivalents held by former Parent were not allocated to Wyndham Hotels prior to the spin-off. During such periods, Wyndham Hotels reflected transfers of cash between the Company and former Parent as a component of Due to former Parent, net on its Condensed Consolidated Balance Sheets. Net Transfer to and Net Contribution from Former Parent The components of net transfers to and net contribution from former Parent in the Condensed and Combined Statements of former Parent’s Net Investment were as follows: Six Months Ended June 30, 2018 Cash pooling and general financing activities $ (110 ) Indirect general corporate overhead allocations 12 Corporate allocations for shared services 13 Stock-based compensation allocations 20 Income taxes 27 Net transfers to former Parent (38 ) Contribution of subsidiary borrowings due to former Parent 197 Capital contribution from former Parent 106 Dividend to former Parent (90 ) Other contributions from former Parent, net 21 Net contributions from former Parent 234 Net transfers to and net contributions from former Parent $ 196 Services Provided by Former Parent Prior to the Company’s spin-off, Wyndham Hotels’ Condensed Consolidated and Combined Financial Statements included costs for services that its former Parent provided to the Company, including, but not limited to, information technology support, financial services, human resources and other shared services. Historically, these costs were charged to Wyndham Hotels on a basis determined by its former Parent to reflect a reasonable allocation of actual costs incurred to perform the services. During the six months ended June 30, 2018 , Wyndham Hotels was charged $13 million for such services, which were included in operating and general and administrative expenses in Wyndham Hotels’ Condensed Consolidated and Combined Statements of Income. Additionally, former Parent allocated indirect general corporate overhead costs to Wyndham Hotels for certain functions and services provided, including, but not limited to, executive facilities, shared service technology platforms, finance and other administrative support. Accordingly, the Company recorded $12 million of expenses for indirect general corporate overhead from former Parent during the six months ended June 30, 2018 , which are included in general and administrative expenses within its Condensed Consolidated and Combined Statements of Income. These allocations may not, however, reflect the expense Wyndham Hotels would have incurred as an independent, publicly traded company for the periods presented. Actual costs that may have been incurred had Wyndham Hotels been a stand-alone company would depend on a number of factors, including the chosen organizational structure, the functions Wyndham Hotels might have performed itself or outsourced and strategic decisions Wyndham Hotels might have made in areas such as information technology and infrastructure. Following the Company’s spin-off, Wyndham Hotels performed these functions using its own resources or purchased services from either former Parent or third parties. Insurance Prior to the Company’s spin-off, former Parent provided the Company with insurance coverage for general liability, property, business interruption and other risks with respect to business operations and charged the Company a fee based on estimates of claims. Wyndham Hotels was charged $1 million for the six months ended June 30, 2018 , which was included in the Condensed Consolidated and Combined Statements of Income. Defined Contribution Benefit Plans Prior to the Company’s spin-off, former Parent administered and maintained defined contribution savings plans and a deferred compensation plan that provided eligible employees of Wyndham Hotels an opportunity to accumulate funds for retirement. Former Parent matched the contributions of participating employees on the basis specified by each plan. Wyndham Hotels’ cost for these plans was $2 million for the six months ended June 30, 2018 . Subsequent to the Company’s spin-off, Wyndham Hotels administers and maintains its own defined contribution savings plans and deferred compensation plan. Transactions with Former Parent In connection with the Company’s spin-off, Wyndham Hotels and Wyndham Worldwide entered into long-term exclusive license agreements to retain Wyndham Destinations’ affiliations with one of the hospitality industry’s top-rated loyalty programs, Wyndham Rewards, as well as to continue to collaborate on inventory-sharing and customer cross-sell initiatives. Wyndham Hotels also entered into several agreements with Wyndham Destinations that govern the relationship of the parties following the spin-off, including a separation and distribution agreement, an employee matters agreement, a tax matters agreement and a transition services agreement. In connection with these agreements, the Company recorded $1 million and $3 million of revenues for the three and six months ended June 30, 2019 , respectively, which are reported within other revenues on the Condensed Consolidated and Combined Statements of Income. In addition, Wyndham Hotels recorded revenues from Wyndham Destinations in the amount of $28 million and $51 million for a license, development and non-competition agreement and $5 million and $11 million for activities associated with the Wyndham Rewards program for the three and six months ended June 30, 2019 , respectively. Such fees are recorded within license and other revenues from former Parent on the Condensed Consolidated and Combined Statements of Income. Wyndham Hotels also incurred $9 million of expense during the second quarter of 2019 as a result of an indemnification obligation to Wyndham Destinations as a result of the expected termination of a hotel-management agreement and an associated lease. Such expense is recorded within contract termination on the Condensed Consolidated and Combined Statement of Income. These agreements have either not existed historically, or may be on different terms than the terms of the arrangement or agreements that existed prior to the spin-off. These Condensed Consolidated and Combined Financial Statements do not reflect the effect of these new and/or revised agreements for periods prior to the spin-off. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company adopted the new accounting guidance for leases using the modified retrospective approach as of January 1, 2019. Prior-year financial statements were not recast under the new standard, and therefore those amounts are not presented in the tables below. The Company elected the package of transition provisions available for expired or existing contracts, which allowed the Company to carry forward its historical assessments of (i) whether contracts are or contain leases, (ii) lease classification and (iii) initial direct costs. The adoption of the new accounting guidance for leases resulted in the recognition of an operating right-of-use asset and operating lease liability of $12 million . Assets of $41 million and liabilities of $59 million related to finance leases were already reflected on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2018, under the previous accounting standard for leases. The Company leases property and equipment under finance and operating leases. For leases with terms greater than one-year, the Company records the related asset and obligation at the present value of lease payments over the term. The Company does not separate lease and nonlease components of equipment leases. The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets. Classification on the Balance Sheet June 30, 2019 Assets Operating lease assets Other non-current assets $ 34 Finance lease assets Property and equipment, net 40 Total lease assets $ 74 Liabilities Current Operating lease liabilities Accrued expenses and other current liabilities $ 6 Finance lease liabilities Current portion of long-term debt 5 Non-current Operating lease liabilities Other non-current liabilities 28 Finance lease liabilities Long-term debt 58 Total lease liabilities $ 97 During the second quarter of 2019, the Company entered into new leases related to its corporate headquarters and call center, which resulted in an increase of $22 million in operating lease assets and lease liabilities. The table below presents the remaining lease term and discount rates for finance and operating leases. June 30, 2019 Weighted-average remaining lease term Operating leases 7.7 years Finance leases 10.2 years Weighted-average discount rate Operating leases (a) 4.8 % Finance leases 4.5 % (a) Upon adoption of the new lease guidance, discount rates used for existing leases were established on January 1, 2019. Undiscounted Cash Flows The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2019 . Operating Leases Finance Leases Remainder of 2019 $ 4 $ 4 2020 7 7 2021 6 7 2022 4 7 2023 3 7 2024 3 7 Thereafter 13 38 Total minimum lease payments 40 77 Less: amount of lease payments representing interest 6 14 Present value of future minimum lease payments 34 63 Less: current obligations under leases 6 5 Long-term lease obligations $ 28 $ 58 Other Information For the six months ended June 30, 2019 , the Company made cash payments totaling $4 million related to its operating and finance leases which was included within operating activities, and $2 million of cash payments related to its finance leases which was included within financing activities on the Condensed Consolidated Statement of Cash Flows. For the three months ended June 30, 2019 , the Company incurred finance lease expense of $1 million for each of amortization of the right-of-use assets and interest expense and incurred $1 million of expense related to its operating leases. For the six months ended June 30, 2019 , the Company incurred finance lease expense of $2 million for each of amortization of right-of-use assets and interest expense and incurred $3 million of expense related to its operating leases. |
Leases | Leases The Company adopted the new accounting guidance for leases using the modified retrospective approach as of January 1, 2019. Prior-year financial statements were not recast under the new standard, and therefore those amounts are not presented in the tables below. The Company elected the package of transition provisions available for expired or existing contracts, which allowed the Company to carry forward its historical assessments of (i) whether contracts are or contain leases, (ii) lease classification and (iii) initial direct costs. The adoption of the new accounting guidance for leases resulted in the recognition of an operating right-of-use asset and operating lease liability of $12 million . Assets of $41 million and liabilities of $59 million related to finance leases were already reflected on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2018, under the previous accounting standard for leases. The Company leases property and equipment under finance and operating leases. For leases with terms greater than one-year, the Company records the related asset and obligation at the present value of lease payments over the term. The Company does not separate lease and nonlease components of equipment leases. The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets. Classification on the Balance Sheet June 30, 2019 Assets Operating lease assets Other non-current assets $ 34 Finance lease assets Property and equipment, net 40 Total lease assets $ 74 Liabilities Current Operating lease liabilities Accrued expenses and other current liabilities $ 6 Finance lease liabilities Current portion of long-term debt 5 Non-current Operating lease liabilities Other non-current liabilities 28 Finance lease liabilities Long-term debt 58 Total lease liabilities $ 97 During the second quarter of 2019, the Company entered into new leases related to its corporate headquarters and call center, which resulted in an increase of $22 million in operating lease assets and lease liabilities. The table below presents the remaining lease term and discount rates for finance and operating leases. June 30, 2019 Weighted-average remaining lease term Operating leases 7.7 years Finance leases 10.2 years Weighted-average discount rate Operating leases (a) 4.8 % Finance leases 4.5 % (a) Upon adoption of the new lease guidance, discount rates used for existing leases were established on January 1, 2019. Undiscounted Cash Flows The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2019 . Operating Leases Finance Leases Remainder of 2019 $ 4 $ 4 2020 7 7 2021 6 7 2022 4 7 2023 3 7 2024 3 7 Thereafter 13 38 Total minimum lease payments 40 77 Less: amount of lease payments representing interest 6 14 Present value of future minimum lease payments 34 63 Less: current obligations under leases 6 5 Long-term lease obligations $ 28 $ 58 Other Information For the six months ended June 30, 2019 , the Company made cash payments totaling $4 million related to its operating and finance leases which was included within operating activities, and $2 million of cash payments related to its finance leases which was included within financing activities on the Condensed Consolidated Statement of Cash Flows. For the three months ended June 30, 2019 , the Company incurred finance lease expense of $1 million for each of amortization of the right-of-use assets and interest expense and incurred $1 million of expense related to its operating leases. For the six months ended June 30, 2019 , the Company incurred finance lease expense of $2 million for each of amortization of right-of-use assets and interest expense and incurred $3 million of expense related to its operating leases. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | All intercompany balances and transactions have been eliminated in the Condensed Consolidated and Combined Financial Statements. Wyndham Hotels’ Condensed Consolidated and Combined Financial Statements prior to May 31, 2018, include certain indirect general and administrative costs allocated to it by former Parent for certain functions and services including, but not limited to, executive office, finance and other administrative support. These expenses have been allocated to Wyndham Hotels on the basis of direct usage when identifiable, with the remainder allocated primarily based on its pro-rata share of combined revenues or headcount. Both Wyndham Hotels and former Parent considered the basis on which expenses prior to spin-off had been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by Wyndham Hotels during the periods presented. The Condensed Consolidated and Combined Financial Statements have been prepared on a stand-alone basis and prior to May 31, 2018 are derived from the consolidated financial statements and accounting records of Wyndham Worldwide. The Condensed Consolidated and Combined Financial statements include Wyndham Hotels’ assets, liabilities, revenues, expenses and cash flows and all entities in which Wyndham Hotels has a controlling financial interest. |
Basis of Accounting | The accompanying Condensed Consolidated and Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Use of Estimate | In presenting the Condensed Consolidated and Combined Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Measurement of Credit Losses on Financial Instruments. In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance to replace the existing methodology for estimating credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Upon adoption, the Company will be required to use a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Adoption of the guidance will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align the Company’s credit loss methodology with the new guidance. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures. Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued guidance which simplifies the current two-step goodwill impairment test by eliminating Step 2 of the test. The guidance requires a one-step impairment test in which an entity compares the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, and should be applied on a prospective basis. Early adoption is permitted for the interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company believes the adoption of this guidance will not have a material effect on its financial statements and related disclosures. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In August 2018, the FASB issued guidance to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The guidance aligns the requirements for capitalizing implementation costs incurred in such arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, with early adoption permitted. This guidance should be applied on either a retrospective or prospective basis. The Company believes the prospective adoption of this guidance will not have a material effect on its financial statements and related disclosures. Recently Adopted Accounting Pronouncements Leases. In February 2016, the FASB issued guidance which requires companies generally to recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets. This guidance is effective for fiscal years beginning after December 15, 2018 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted the new accounting guidance for leases using the modified retrospective approach as of January 1, 2019. See Note 14 - Leases for further details. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the FASB issued guidance which permits entities to reclassify tax effects stranded in accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This new guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2018. The Company adopted the guidance on January 1, 2019, as required. There was no material impact on its Consolidated and Combined Financial Statements and related disclosures. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | Deferred income amounts as of June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Deferred initial franchise fee revenue $ 130 $ 127 Deferred loyalty program revenue 86 74 Deferred co-branded credit card program revenue 14 30 Deferred hotel management fee revenue 2 21 Deferred other revenue 37 21 Total $ 269 $ 273 |
Schedule of Performance Obligations | The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below: 7/1/2019- 6/30/2020 7/1/2020- 6/30/2021 7/1/2021- 6/30/2022 Thereafter Total Initial franchise fee revenue $ 26 $ 13 $ 12 $ 79 $ 130 Loyalty program revenue 53 21 9 3 86 Co-branded credit card program revenue 14 — — — 14 Hotel management fee revenue 1 — — 1 2 Other revenue 27 3 2 5 37 Total $ 121 $ 37 $ 23 $ 88 $ 269 |
Schedule of Disaggregation of Net Revenues | The table below presents a disaggregation of the Company’s net revenues from contracts with customers by major services and products for each of the Company’s segments: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Hotel Franchising Royalties and franchise fees $ 124 $ 110 $ 223 $ 188 Marketing, reservation and loyalty 139 124 252 208 License and other revenues from former Parent 33 25 61 43 Other 35 30 64 52 Total Hotel Franchising 331 289 600 491 Hotel Management Royalties and franchise fees 2 3 5 6 Marketing, reservation and loyalty 1 — 2 — Hotel management - owned properties 23 19 49 42 Hotel management - managed properties 13 9 26 16 Cost reimbursements 160 114 315 180 Other 2 1 1 2 Total Hotel Management 201 146 398 246 Corporate and Other 1 — 3 — Net Revenues $ 533 $ 435 $ 1,001 $ 737 Capitalized Contract Costs The Company incurs certain direct and incremental sales commissions costs in order to obtain hotel franchise and management contracts. Such costs are capitalized and subsequently amortized beginning upon hotel opening over the first non-cancellable period of the agreement. In the event an agreement is terminated prior to the end of the first non-cancellable period, any unamortized cost is immediately expensed. As of June 30, 2019 and December 31, 2018 , capitalized contract costs were $30 million and $24 million , respectively, of which $7 million and $8 million , respectively, were included in other current assets, and $23 million and $16 million , respectively, were included in other non-current assets on its Condensed Consolidated Balance Sheets. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS | The following table sets forth the computation of basic and diluted EPS (in millions, except per-share data): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net income $ 26 $ 21 $ 47 $ 61 Basic weighted average shares outstanding 97.1 99.9 97.5 99.8 Stock options and restricted stock units (“RSUs”) 0.3 0.1 0.3 — Diluted weighted average shares outstanding 97.4 100.0 97.8 99.8 Earnings per share: Basic $ 0.27 $ 0.21 $ 0.49 $ 0.61 Diluted 0.27 0.21 0.49 0.61 Dividends: Cash dividends declared per share $ 0.29 $ 0.25 $ 0.29 $ 0.25 Aggregate dividends paid to shareholders $ 28 $ 27 $ 56 $ 27 |
Schedule of Stock Repurchase Activity | The following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data): Shares Cost Average Price Per Share As of January 1, 2019 2.3 $ 119 $ 52.51 For the six months ended June 30, 2019 1.8 94 52.91 As of June 30, 2019 4.1 $ 214 $ 52.68 |
Long-Term Debt and Borrowing _2
Long-Term Debt and Borrowing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Indebtedness | The Company’s indebtedness consisted of: June 30, 2019 December 31, 2018 Long-term debt: (a) $750 million revolving credit facility (due May 2023) $ — $ — Term loan (due May 2025) 1,574 1,582 5.375% senior unsecured notes (due April 2026) 494 494 Finance leases 63 65 Total long-term debt 2,131 2,141 Less: Current portion of long-term debt 21 21 Long-term debt $ 2,110 $ 2,120 (a) The carrying amount of the term loan and senior unsecured notes are net of deferred debt issuance costs of $19 million and $21 million as of June 30, 2019 and December 31, 2018 , respectively. |
Schedule of Outstanding Debt Maturities | The Company’s outstanding debt as of June 30, 2019 matures as follows: Long-Term Debt Within 1 year $ 21 Between 1 and 2 years 21 Between 2 and 3 years 21 Between 3 and 4 years 21 Between 4 and 5 years 21 Thereafter 2,026 Total $ 2,131 |
Schedule of Available Capacity Under Borrowing Arrangements | As of June 30, 2019 , the available capacity under the Company’s revolving credit facility was as follows: Revolving Credit Facility Total capacity $ 750 Less: Letters of credit 15 Available capacity $ 735 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amount and Estimated Fair Value of Financial Instruments | The carrying amounts and estimated fair values of all other financial instruments are as follows: June 30, 2019 Carrying Amount Estimated Fair Value Debt Total debt $ 2,131 $ 2,188 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Activity Related to Incentive Equity Awards | The activity related to the Company’s incentive equity awards for the six months ended June 30, 2019 consisted of the following: RSUs Options PSUs Number of Weighted Number Weighted Number of PSUs Weighted Balance as of December 31, 2018 0.5 $ 61.31 0.5 $ 61.40 — $ — Granted (a) 0.5 52.44 0.5 52.44 0.1 52.44 Vested/Exercised (0.1 ) 61.30 — — — — Canceled (0.1 ) 58.81 — — — — Balance as of June 30, 2019 0.8 (b) $ 55.90 1.0 (c) $ 56.93 0.1 (d) $ 52.44 (a) Represents awards granted by the Company primarily in February 2019. (b) RSUs outstanding as of June 30, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $45 million , which is expected to be recognized over a weighted average period of 3.3 years . (c) Unvested options outstanding were 0.9 million with a weighted average exercise price of $56.26 as of June 30, 2019 . Unvested options are expected to vest over time and have an aggregate unrecognized compensation expense of $9 million , which is expected to be recognized over a weighted average period of 3.3 years . The approximately 1.0 million options outstanding ( 0.1 million options exercisable) as of June 30, 2019 had an intrinsic value of $2 million with a weighted average remaining contractual life of 7.3 years . (d) PSUs outstanding as of June 30, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $5 million , which is expected to be recognized over a weighted average period of 2.8 years . |
Schedule of Valuation Assumptions | 2019 Grant date strike price $52.44 Expected volatility 22.24% Expected life 6.25 years Risk-free interest rate 2.63% Projected dividend yield 2.21% |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Net Revenues and Adjusted EBITDA by Segment | Three Months Ended June 30, 2019 2018 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 331 $ 162 $ 289 $ 129 Hotel Management 201 16 146 8 Total Reportable Segments 532 178 435 137 Corporate and Other 1 (19 ) — (12 ) Total Company $ 533 $ 159 $ 435 $ 125 Six Months Ended June 30, 2019 2018 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 600 $ 275 $ 491 $ 214 Hotel Management 398 31 246 24 Total Reportable Segments 998 306 737 238 Corporate and Other 3 (36 ) — (21 ) Total Company $ 1,001 $ 270 $ 737 $ 217 |
Reconciliation of Net Income to Adjusted EBITDA | The table below is a reconciliation of Net income to Adjusted EBITDA. Six Months Ended June 30, 2019 2018 Net income $ 47 $ 61 Provision for income taxes 15 24 Depreciation and amortization 56 41 Interest expense, net 50 11 Stock-based compensation 7 4 Impairment, net 45 — Contract termination costs 9 — Separation-related expenses 22 46 Transaction-related expenses, net 18 30 Foreign currency impact of highly inflationary countries 1 — Adjusted EBITDA $ 270 $ 217 The table below is a reconciliation of Net income to Adjusted EBITDA. Three Months Ended June 30, 2019 2018 Net income $ 26 $ 21 Provision for income taxes 10 8 Depreciation and amortization 27 22 Interest expense, net 26 10 Stock-based compensation 4 1 Impairment, net 45 — Contract termination costs 9 — Separation-related expenses 1 35 Transaction-related expenses, net 11 28 Adjusted EBITDA $ 159 $ 125 |
Transactions With Former Pare_2
Transactions With Former Parent (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Net Parent Transfers | The components of net transfers to and net contribution from former Parent in the Condensed and Combined Statements of former Parent’s Net Investment were as follows: Six Months Ended June 30, 2018 Cash pooling and general financing activities $ (110 ) Indirect general corporate overhead allocations 12 Corporate allocations for shared services 13 Stock-based compensation allocations 20 Income taxes 27 Net transfers to former Parent (38 ) Contribution of subsidiary borrowings due to former Parent 197 Capital contribution from former Parent 106 Dividend to former Parent (90 ) Other contributions from former Parent, net 21 Net contributions from former Parent 234 Net transfers to and net contributions from former Parent $ 196 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease-related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets. Classification on the Balance Sheet June 30, 2019 Assets Operating lease assets Other non-current assets $ 34 Finance lease assets Property and equipment, net 40 Total lease assets $ 74 Liabilities Current Operating lease liabilities Accrued expenses and other current liabilities $ 6 Finance lease liabilities Current portion of long-term debt 5 Non-current Operating lease liabilities Other non-current liabilities 28 Finance lease liabilities Long-term debt 58 Total lease liabilities $ 97 |
Remaining Lease Term and Discount Rates | The table below presents the remaining lease term and discount rates for finance and operating leases. June 30, 2019 Weighted-average remaining lease term Operating leases 7.7 years Finance leases 10.2 years Weighted-average discount rate Operating leases (a) 4.8 % Finance leases 4.5 % (a) Upon adoption of the new lease guidance, discount rates used for existing leases were established on January 1, 2019. |
Undiscounted Cash Flows, Operating Leases | The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2019 . Operating Leases Finance Leases Remainder of 2019 $ 4 $ 4 2020 7 7 2021 6 7 2022 4 7 2023 3 7 2024 3 7 Thereafter 13 38 Total minimum lease payments 40 77 Less: amount of lease payments representing interest 6 14 Present value of future minimum lease payments 34 63 Less: current obligations under leases 6 5 Long-term lease obligations $ 28 $ 58 |
Undiscounted Cash Flows, Finance Lease | The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2019 . Operating Leases Finance Leases Remainder of 2019 $ 4 $ 4 2020 7 7 2021 6 7 2022 4 7 2023 3 7 2024 3 7 Thereafter 13 38 Total minimum lease payments 40 77 Less: amount of lease payments representing interest 6 14 Present value of future minimum lease payments 34 63 Less: current obligations under leases 6 5 Long-term lease obligations $ 28 $ 58 |
Basis of Presentation (Details)
Basis of Presentation (Details) | Jun. 30, 2019hotelcountry |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries operating in (more than) | country | 80 |
Owned hotel properties | hotel | 2 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Franchise agreement, revenue recognition period (within) | 12 years | |
Co-branded credit card program, revenue recognition period (within) | 1 year | |
Capitalized Contract Cost [Line Items] | ||
Capitalized contract costs | $ 30 | $ 24 |
Other Current Assets | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract costs | 7 | 8 |
Other Noncurrent Assets | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract costs | $ 23 | $ 16 |
Revenue Recognition (Contract L
Revenue Recognition (Contract Liabilities) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 269 | $ 273 |
Deferred initial franchise fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 130 | 127 |
Deferred loyalty program revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 86 | 74 |
Deferred co-branded credit card program revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 14 | 30 |
Deferred hotel management fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 2 | 21 |
Deferred other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 37 | $ 21 |
Revenue Recognition (Performanc
Revenue Recognition (Performance Obligations) (Details) $ in Millions | Jun. 30, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 121 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 26 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 53 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Co-branded credit cards program | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 14 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 27 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 37 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 13 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 21 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | Co-branded credit cards program | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 23 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 12 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Co-branded credit cards program | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 88 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 79 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Co-branded credit cards program | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 269 |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 130 |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 86 |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Co-branded credit cards program | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 14 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Hotel management fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 2 |
Remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 37 |
Remaining performance obligation, period |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation of Net Revenues) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | $ 533 | $ 435 | $ 1,001 | $ 737 |
Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 126 | 113 | 228 | 194 |
Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 140 | 124 | 254 | 208 |
License and other revenues from former Parent | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 33 | 25 | 61 | 43 |
Cost reimbursements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 160 | 114 | 315 | 180 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 38 | 31 | 68 | 54 |
Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 532 | 435 | 998 | 737 |
Reportable Segments | Hotel Franchising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 331 | 289 | 600 | 491 |
Reportable Segments | Hotel Franchising | Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 124 | 110 | 223 | 188 |
Reportable Segments | Hotel Franchising | Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 139 | 124 | 252 | 208 |
Reportable Segments | Hotel Franchising | License and other revenues from former Parent | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 33 | 25 | 61 | 43 |
Reportable Segments | Hotel Franchising | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 35 | 30 | 64 | 52 |
Reportable Segments | Hotel Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 201 | 146 | 398 | 246 |
Reportable Segments | Hotel Management | Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 2 | 3 | 5 | 6 |
Reportable Segments | Hotel Management | Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 1 | 0 | 2 | 0 |
Reportable Segments | Hotel Management | Hotel management - owned properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 23 | 19 | 49 | 42 |
Reportable Segments | Hotel Management | Hotel management - managed properties | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 13 | 9 | 26 | 16 |
Reportable Segments | Hotel Management | Cost reimbursements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 160 | 114 | 315 | 180 |
Reportable Segments | Hotel Management | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 2 | 1 | 1 | 2 |
Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | $ 1 | $ 0 | $ 3 | $ 0 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | May 09, 2018 |
Earnings Per Share [Abstract] | |||
Common stock, shares outstanding (in shares) | 96,396,688 | 98,091,067 | |
Share repurchase, authorized amount (up to) | $ 300,000,000 | ||
Share repurchase, remaining availability | $ 86,000,000 |
Earnings Per Share (Computation
Earnings Per Share (Computation of Basic and Diluted EPS) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||||
Net income | $ 26 | $ 21 | $ 21 | $ 39 | $ 47 | $ 61 |
Basic weighted average shares outstanding (in shares) | 97.1 | 99.9 | 97.5 | 99.8 | ||
Stock Options and restricted stock units (RSUs) (in shares) | 0.3 | 0.1 | 0.3 | 0 | ||
Diluted weighted average shares outstanding (in shares) | 97.4 | 100 | 97.8 | 99.8 | ||
Earnings per share | ||||||
Basic (in usd per share) | $ 0.27 | $ 0.21 | $ 0.49 | $ 0.61 | ||
Diluted (in usd per share) | 0.27 | 0.21 | 0.49 | 0.61 | ||
Cash dividends declared per share (in usd per share) | $ 0.29 | $ 0.25 | $ 0.29 | $ 0.25 | ||
Dividends: | ||||||
Aggregate dividends paid to shareholders | $ 28 | $ 27 | $ 56 | $ 27 |
Earnings Per Share (Stock Repur
Earnings Per Share (Stock Repurchase Activity) (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Earnings Per Share [Abstract] | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 86 |
Shares | |
Treasury stock, beginning (in shares) | shares | 2,269,169 |
Treasury stock, acquired (in shares) | shares | 1,800,000 |
Treasury stock, ending (in shares) | shares | 4,052,640 |
Cost | |
Treasury stock, cost, beginning | $ 119 |
Treasury stock, cost, acquired | 94 |
Treasury stock, cost, ending | $ 214 |
Average Price Per Share | |
Treasury stock, average price per share, beginning (in usd per share) | $ / shares | $ 52.51 |
Treasury stock, average price per share, acquired (in usd per share) | $ / shares | 52.91 |
Treasury stock, average price per share, ending (in usd per share) | $ / shares | $ 52.68 |
Franchising, Marketing and Re_2
Franchising, Marketing and Reservation Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Net Revenues | $ 533 | $ 435 | $ 1,001 | $ 737 | |
Bad debt expense (less than $1 million for the three and six months ended June 30, 2018) | 1 | 1 | 2 | 1 | |
Proceeds from Development Advance Notes | 1 | 2 | 1 | 10 | |
Development Advances | 4 | 8 | 9 | 11 | |
Franchisees and hotel owners | |||||
Disaggregation of Revenue [Line Items] | |||||
Development advance notes | 80 | $ 80 | $ 78 | ||
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Franchise/management agreement term | 10 years | ||||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Franchise/management agreement term | 20 years | ||||
Initial franchise fee | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Revenues | 4 | 6 | $ 8 | 9 | |
Forgiveness of note receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Revenues | $ 2 | $ 2 | $ 4 | $ 3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate | 27.80% | 27.60% | 24.20% | 28.20% |
Domestic and State and Local Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Taxes Paid, Net | $ 29 | |||
Parent's Net Investment | Domestic and State and Local Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Taxes Paid, Net | $ 27 | |||
Parent's Net Investment | Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Taxes Paid, Net | 8 | $ 7 | ||
La Quinta Holdings Inc. | Domestic and State and Local Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Taxes Paid, Net | $ 188 |
Long-Term Debt and Borrowing _3
Long-Term Debt and Borrowing Arrangements (Schedule of Company's Indebtedness) (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Finance lease liabilities, noncurrent | $ 63,000,000 | $ 65,000,000 |
Total long-term debt | 2,131,000,000 | 2,141,000,000 |
Less: Current portion of long-term debt | 21,000,000 | 21,000,000 |
Long-term debt | 2,110,000,000 | 2,120,000,000 |
$750 million revolving credit facility (due May 2023) | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 750,000,000 | |
Debt issuance costs | 5,000,000 | |
Line of Credit | Term loan (due May 2025) | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,574,000,000 | 1,582,000,000 |
Line of Credit | $750 million revolving credit facility (due May 2023) | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 750,000,000 | |
Long-term debt | $ 0 | 0 |
Senior Notes | 5.375% senior unsecured notes (due April 2026) | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 5.375% | |
Long-term debt | $ 494,000,000 | 494,000,000 |
Term loan and senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 19,000,000 | $ 21,000,000 |
Long-Term Debt and Borrowing _4
Long-Term Debt and Borrowing Arrangements (Schedule of Outstanding Debt Maturities) (Details) $ in Millions | Jun. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
Within 1 year | $ 21 |
Between 1 and 2 years | 21 |
Between 2 and 3 years | 21 |
Between 3 and 4 years | 21 |
Between 4 and 5 years | 21 |
Thereafter | 2,026 |
Total | $ 2,131 |
Long-Term Debt and Borrowing _5
Long-Term Debt and Borrowing Arrangements (Schedule of Available Capacity Under Borrowing Arrangements) (Details) - $750 million revolving credit facility (due May 2023) | Jun. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
Total capacity | $ 750,000,000 |
Less: Letters of credit | 15,000,000 |
Available capacity | $ 735,000,000 |
Long-Term Debt and Borrowing _6
Long-Term Debt and Borrowing Arrangements (Narrative) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | May 30, 2018 |
Debt Instrument [Line Items] | |||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | $ 37,000,000 | $ 37,000,000 | $ 37,000,000 | $ 5,000,000 | |||
Gains recognized in Accumulated other comprehensive income | 32,000,000 | $ 3,000,000 | |||||
Unrealized losses on cash flow hedges | 16,000,000 | $ (2,000,000) | 24,000,000 | (2,000,000) | |||
Interest expense, net | 26,000,000 | $ 10,000,000 | 50,000,000 | 11,000,000 | |||
Interest paid | 50,000,000 | $ 0 | |||||
Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Total notional amount | 1,100,000,000 | 1,100,000,000 | 1,100,000,000 | ||||
Interest Rate Swap 1 | |||||||
Debt Instrument [Line Items] | |||||||
Total notional amount | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | ||||
Term of derivative contract | 5 years | ||||||
Fixed interest rate on interest rate swap | 2.55% | 2.55% | 2.55% | ||||
Interest Rate Swap 2 | |||||||
Debt Instrument [Line Items] | |||||||
Total notional amount | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | ||||
Term of derivative contract | 3 years | ||||||
Fixed interest rate on interest rate swap | 2.42% | 2.42% | 2.42% | ||||
Term loan (due May 2025) | Long-term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 1,600,000,000 | ||||||
5.375% senior unsecured notes (due April 2026) | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5.375% | 5.375% | 5.375% | ||||
$750 million revolving credit facility (due May 2023) | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | ||||
Debt issuance costs | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 1,000,000 | |||
Losses recognized in income from freestanding foreign currency exchange contracts | $ 0 | $ 0 | 0 | $ 0 |
Foreign currency impact of highly inflationary countries | 1,000,000 | $ 0 | ||
Carrying Amount | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total debt | 2,131,000,000 | 2,131,000,000 | ||
Estimated Fair Value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total debt | $ 2,188,000,000 | $ 2,188,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019USD ($)hotel | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)hotel | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | May 31, 2018USD ($) | |
Loss Contingencies [Line Items] | ||||||
Litigation reserves | $ 8,000,000 | $ 8,000,000 | $ 25,000,000 | |||
Litigation receivable covered by insurance | 2,000,000 | 2,000,000 | 21,000,000 | |||
Impairment, net | $ 45,000,000 | $ 0 | $ 45,000,000 | $ 0 | ||
Post-closing credit support, share of incurred losses | 0.33 | |||||
Guarantees, Post-closing Credit Support, Liability | $ 41,000,000 | |||||
Separation and distribution agreement, assumed share of contingent liability | 0.33 | 0.33 | ||||
Contract with Customer, Asset, Net, Current | 21,000,000 | |||||
Contract liabilities | $ 269,000,000 | $ 269,000,000 | 273,000,000 | |||
Affiliated Entity | ||||||
Loss Contingencies [Line Items] | ||||||
Post-closing credit support, share of incurred losses | 0.67 | |||||
Separation and distribution agreement, assumed share of contingent liability | 0.67 | 0.67 | ||||
Other Contributions From Former Parent, Net | 21,000,000 | |||||
Other non-current liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Post-closing credit support (up to) | $ 61,000,000 | $ 61,000,000 | $ 61,000,000 | |||
Separation and Distribution Agreement, Contingent Liability Assumed, Remaining Amount | 8,000,000 | 8,000,000 | 24,000,000 | |||
Other Current Liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Separation and Distribution Agreement, Contingent Liability Assumed, Remaining Amount | 1,000,000 | 1,000,000 | 11,000,000 | |||
Other Current Assets | ||||||
Loss Contingencies [Line Items] | ||||||
Receivables Due From Former Parent | 6,000,000 | 6,000,000 | 44,000,000 | |||
Receivable | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantees, Post-closing Credit Support, Receivable | 40,000,000 | |||||
Other Noncurrent Assets | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantees, Post-closing Credit Support, Receivable | 41,000,000 | 41,000,000 | ||||
Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Range of possible loss, portion not accrued (up to) | 10,000,000 | 10,000,000 | ||||
Wyndham Hotels & Resorts, Inc. | ||||||
Loss Contingencies [Line Items] | ||||||
Annual cap | 26,000,000 | 26,000,000 | ||||
Guarantor obligations, current carrying value | 14,000,000 | 14,000,000 | 24,000,000 | |||
Guarantor offsetting asset carrying value | 11,000,000 | |||||
Amortization expense, contingent asset (less than $1 million for three and six months ended June 30, 2019 and 2018) | 1,000,000 | $ 1,000,000 | 1,000,000 | 1,000,000 | ||
Guarantor Obligation Recourse Receivable | 5,000,000 | $ 5,000,000 | 46,000,000 | |||
Wyndham Hotels & Resorts, Inc. | Other non-current liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantor obligations, current carrying value | 15,000,000 | |||||
Wyndham Hotels & Resorts, Inc. | Accrued expenses | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantor obligations, current carrying value | 9,000,000 | |||||
Wyndham Hotels & Resorts, Inc. | Other Current Assets | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantor offsetting asset carrying value | 1,000,000 | |||||
Guarantor Obligation Recourse Receivable | 1,000,000 | |||||
Wyndham Hotels & Resorts, Inc. | Other Noncurrent Assets | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantor offsetting asset carrying value | 10,000,000 | |||||
Guarantor Obligation Recourse Receivable | 45,000,000 | |||||
Wyndham Hotels & Resorts, Inc. | Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantor obligations, term | ten | |||||
Annual cap | 97,000,000 | $ 97,000,000 | ||||
Guarantees, remaining life | 5 years | |||||
Wyndham Hotels & Resorts, Inc. | Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantor obligations, term | nine | |||||
Guarantees, remaining life | 4 years | |||||
Wyndham Hotels & Resorts, Inc. | Weighted Average | ||||||
Loss Contingencies [Line Items] | ||||||
Guarantor obligations, term | four | |||||
Management Fee | ||||||
Loss Contingencies [Line Items] | ||||||
Contract liabilities | $ 21,000,000 | |||||
Payment Guarantee | ||||||
Loss Contingencies [Line Items] | ||||||
Post-closing credit support (up to) | $ 76,000,000 | $ 76,000,000 | ||||
Contract Termination [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Managed hotel properties | hotel | 22 | 22 | ||||
Contract Termination [Member] | Receivable | ||||||
Loss Contingencies [Line Items] | ||||||
Impairment, net | $ 48,000,000 | |||||
Contract Termination [Member] | Other Assets [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Impairment, net | 10,000,000 | |||||
Contract Termination [Member] | Other Liabilities [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Impairment, net | $ 13,000,000 | |||||
Other Assets [Member] | Affiliated Entity | ||||||
Loss Contingencies [Line Items] | ||||||
Other Contributions From Former Parent, Net | $ 28,000,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | May 14, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value (in dollars per share) | $ 10.46 | $ 10.46 | ||||
Separation related costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Expense | $ 2 | $ 4 | $ 20 | |||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 500,000 | |||||
Grant date fair value (in dollars per share) | $ 55.90 | $ 55.90 | $ 61.31 | |||
Vested (in shares) | 100,000 | |||||
Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Expense | $ 6 | $ 21 | $ 11 | $ 24 | ||
Maximum number of shares approved (in shares) | 10,000,000 | |||||
Remaining shares available (in shares) | 6,700,000 | 6,700,000 | ||||
Wyndham Worldwide | RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value (in dollars per share) | $ 64.46 | $ 64.46 |
Stock-Based Compensation (Incen
Stock-Based Compensation (Incentive Equity Awards Activity) (Details) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Weighted Average Grant Price | |
Ending balance (in dollars per share) | $ / shares | $ 10.46 |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested options outstanding | shares | 0.9 |
Unvested options weighted average exercise price (in dollars per share) | $ / shares | $ 56.26 |
Options exercisable | shares | 0.1 |
Aggregate unrecognized compensation expense | $ | $ 9 |
Number of Options | |
Beginning balance (in shares) | shares | 0.5 |
Granted (in shares) | shares | 0.5 |
Ending balance (in shares) | shares | 1 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 61.40 |
Granted (in dollars per share) | $ / shares | 52.44 |
Ending balance (in dollars per share) | $ / shares | $ 56.93 |
Compensation expense not yet recognized, weighted average period | 3 years 4 months |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 4 months |
RSUs | |
Number of RSUs | |
Beginning balance (in shares) | shares | 0.5 |
Granted (in shares) | shares | 0.5 |
Vested/exercised (in shares) | shares | (0.1) |
Canceled (in shares) | shares | (0.1) |
Ending balance (in shares) | shares | 0.8 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 61.31 |
Granted (in dollars per share) | $ / shares | 52.44 |
Vested/exercised (in dollars per share) | $ / shares | 61.30 |
Canceled (in dollars per share) | $ / shares | 58.81 |
Ending balance (in dollars per share) | $ / shares | $ 55.90 |
Weighted Average Exercise Price | |
Aggregate unrecognized compensation expense | $ | $ 45 |
Compensation expense not yet recognized, weighted average period | 3 years 3 months |
Performance Shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 0.1 |
Ending balance (in shares) | shares | 0.1 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 52.44 |
Ending balance (in dollars per share) | $ / shares | $ 52.44 |
Weighted Average Exercise Price | |
Aggregate unrecognized compensation expense | $ | $ 5 |
Compensation expense not yet recognized, weighted average period | 2 years 9 months |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) | 6 Months Ended |
Jun. 30, 2019$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Grant date strike price (in dollars per share) | $ 52.44 |
Expected volatility | 22.24% |
Expected life | 6 years 3 months |
Risk-free interest rate | 2.63% |
Projected dividend yield | 2.21% |
Segment Information (Summary of
Segment Information (Summary of Net Revenues and Adjusted EBITDA by Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Document Fiscal Year Focus | 2019 | |||
Net Revenues | $ 533 | $ 435 | $ 1,001 | $ 737 |
Adjusted EBITDA | 159 | 125 | 270 | 217 |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 532 | 435 | 998 | 737 |
Adjusted EBITDA | 178 | 137 | 306 | 238 |
Reportable Segments | Hotel Franchising | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 331 | 289 | 600 | 491 |
Adjusted EBITDA | 162 | 129 | 275 | 214 |
Reportable Segments | Hotel Management | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 201 | 146 | 398 | 246 |
Adjusted EBITDA | 16 | 8 | 31 | 24 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 1 | 0 | 3 | 0 |
Adjusted EBITDA | $ (19) | $ (12) | $ (36) | $ (21) |
Segment Information (Reconcilia
Segment Information (Reconciliation of Net Income to Adjusted EBITDA) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||||
Document Fiscal Year Focus | 2019 | |||||
Net income | $ 26 | $ 21 | $ 21 | $ 39 | $ 47 | $ 61 |
Provision for income taxes | 10 | 8 | 15 | 24 | ||
Depreciation and amortization | 27 | 22 | 56 | 41 | ||
Interest expense, net | 26 | 10 | 50 | 11 | ||
Impairment, net | 45 | 0 | 45 | 0 | ||
Contract termination | (9) | 0 | (9) | 0 | ||
Separation-related | 1 | 35 | 22 | 46 | ||
Transaction-related expenses, net | 11 | 28 | 18 | 30 | ||
Foreign currency impact of highly inflationary countries | 1 | 0 | ||||
Adjusted EBITDA | 159 | 125 | 270 | 217 | ||
Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation | 6 | 21 | 11 | 24 | ||
Non-separation related [Member] | Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation | $ 4 | $ 1 | $ 7 | $ 4 |
Other Expenses and Charges (Det
Other Expenses and Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Separation-related costs | $ 1 | $ 35 | $ 22 | $ 46 |
Transaction-related, net | 11 | 28 | 18 | 30 |
Impairment, net | 45 | 0 | 45 | 0 |
Contract termination | (9) | 0 | $ (9) | 0 |
La Quinta Hotel Franchising and Management Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Transaction-related, net | $ 23 | |||
Spin-Off, Hotel Group Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Separation-related costs | 1 | $ 35 | ||
Contract Termination [Member] | Receivable | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment, net | 48 | |||
Contract Termination [Member] | Other Assets [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment, net | 10 | |||
Contract Termination [Member] | Other Liabilities [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment, net | $ 13 |
Transactions With Former Pare_3
Transactions With Former Parent (Net Parent Transfers) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | $ (38) | $ (38) | |
Proceeds from Contributions from Parent | $ 68 | 106 | |
Dividend to former Parent | $ 0 | (90) | |
Net contributions from former Parent | 234 | ||
Wyndham Worldwide | |||
Related Party Transaction [Line Items] | |||
Liabilities Assumed | 197 | ||
Proceeds from Contributions from Parent | 106 | ||
Dividend to former Parent | (90) | ||
Other Contributions From Former Parent, Net | 21 | ||
Net contributions from former Parent | 234 | ||
Net Transfers to and Net Contributions From Former Parent | 196 | ||
Wyndham Worldwide | Cash pooling and general financing activities | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | (110) | (110) | |
Wyndham Worldwide | Indirect general corporate overhead allocations | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | 12 | 12 | |
Wyndham Worldwide | Corporate allocations for shared services | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | 13 | 13 | |
Wyndham Worldwide | Stock-based compensation allocations | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | 20 | 20 | |
Wyndham Worldwide | Income taxes | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | $ 27 | $ 27 |
Transactions With Former Pare_4
Transactions With Former Parent (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Contract termination | $ (9) | $ 0 | $ (9) | $ 0 | |
Wyndham Worldwide | Information technology support, financial services, human resources and other shared services | |||||
Related Party Transaction [Line Items] | |||||
Expense for services provided by Parent | 13 | ||||
Wyndham Worldwide | Indirect general corporate overhead allocations | |||||
Related Party Transaction [Line Items] | |||||
Expense for services provided by Parent | 12 | ||||
Wyndham Worldwide | Insurance | |||||
Related Party Transaction [Line Items] | |||||
Expense for services provided by Parent | 1 | ||||
Wyndham Worldwide | Defined contribution benefit plan | |||||
Related Party Transaction [Line Items] | |||||
Expense for services provided by Parent | $ 2 | ||||
Wyndham Worldwide | Separation and distribution agreement | |||||
Related Party Transaction [Line Items] | |||||
Revenue from former parent | 1 | 3 | |||
Wyndham Worldwide | Licensing Agreements | |||||
Related Party Transaction [Line Items] | |||||
Revenue from former parent | 28 | 51 | |||
Wyndham Worldwide | Wyndham Rewards | |||||
Related Party Transaction [Line Items] | |||||
Revenue from former parent | 5 | 11 | |||
Other non-current liabilities | |||||
Related Party Transaction [Line Items] | |||||
Separation and Distribution Agreement, Contingent Liability Assumed, Remaining Amount | 8 | 8 | $ 24 | ||
Other Current Liabilities | |||||
Related Party Transaction [Line Items] | |||||
Separation and Distribution Agreement, Contingent Liability Assumed, Remaining Amount | $ 1 | $ 1 | $ 11 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease assets | $ 34 | $ 34 | ||
Operating lease, liability | 34 | 34 | ||
Finance lease assets | 40 | 40 | $ 41 | |
Increase in operating lease assets and liabilities | 22 | |||
Finance lease liabilities, noncurrent | 58 | 58 | $ 59 | |
Cash paid included in operating cash flows | 4 | |||
Cash paid included in financing activities | 2 | |||
Finance lease, amortization | 1 | 2 | ||
Finance lease, interest expense | 1 | 2 | ||
Operating lease expense | $ 1 | $ 3 | ||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease assets | $ 12 | |||
Operating lease, liability | $ 12 |
Leases - Lease Related Assets a
Leases - Lease Related Assets and Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease assets | $ 34 | |
Finance lease assets | 40 | $ 41 |
Total lease assets | 74 | |
Operating lease liabilities, current | 6 | |
Finance lease liabilities, current | 5 | |
Operating lease liabilities, noncurrent | 28 | |
Finance lease liabilities, noncurrent | 58 | $ 59 |
Total lease liabilities | $ 97 |
Leases - Remaining Lease Terms
Leases - Remaining Lease Terms and Discount Rates (Details) | Jun. 30, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term - operating lease | 7 years 8 months |
Weighted-average remaining lease term - finance lease | 10 years 2 months |
Weighted-average discount rate - operating lease | 4.80% |
Weighted-average discount rate - finance lease | 4.50% |
Leases - Undiscounted Cash Flow
Leases - Undiscounted Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Finance lease, amortization | $ 1 | $ 2 | |
Operating Lease, Cost | 1 | 3 | |
Operating Leases | |||
Remainder of 2019 | 4 | 4 | |
2020 | 7 | 7 | |
2021 | 6 | 6 | |
2022 | 4 | 4 | |
2023 | 3 | 3 | |
2024 | 3 | 3 | |
Thereafter | 13 | 13 | |
Total minimum lease payments | 40 | 40 | |
Less: amount of lease payments representing interest | 6 | 6 | |
Present value of future minimum lease payments | 34 | 34 | |
Less: current obligations under leases | 6 | 6 | |
Long-term lease obligations | 28 | 28 | |
Finance Lease, Liability, Payment, Due [Abstract] | |||
2019 | 4 | 4 | |
2020 | 7 | 7 | |
2021 | 7 | 7 | |
2022 | 7 | 7 | |
2023 | 7 | 7 | |
2024 | 7 | 7 | |
Thereafter | 38 | 38 | |
Total minimum lease payments | 77 | 77 | |
Less: amount of lease payments representing interest | 14 | 14 | |
Present value of future minimum lease payments | 63 | 63 | $ 65 |
Less: current obligations under leases | 5 | 5 | |
Long-term lease obligations | $ 58 | $ 58 | $ 59 |