Cover Document and Entity Infor
Cover Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38432 | ||
Entity Registrant Name | Wyndham Hotels & Resorts, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 22 Sylvan Way | ||
Entity Address, City or Town | Parsippany, | ||
Entity Address, State or Province | NJ | ||
Entity Tax Identification Number | 82-3356232 | ||
Entity Address, Postal Zip Code | 07054 | ||
City Area Code | 973 | ||
Local Phone Number | 753-6000 | ||
Title of 12(b) Security | Common Stock, Par Value $0.01 per share | ||
Trading Symbol | WH | ||
Security Exchange Name | NYSE | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,310,000,000 | ||
Entity Common Stock, Shares Outstanding | 93,695,321 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001722684 | ||
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated and Comb
Condensed Consolidated and Combined Statements of Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net revenues | |||
Net revenues | $ 2,053 | $ 1,868 | $ 1,280 |
Expenses | |||
Operating | 164 | 182 | 183 |
General and administrative | 130 | 119 | 88 |
Depreciation and amortization | 109 | 99 | 75 |
Separation-related | 22 | 77 | 3 |
Transaction-related, net | 40 | 36 | 3 |
Impairment, net | 45 | 0 | 41 |
Contract termination | 42 | 0 | 0 |
Restructuring | 8 | 0 | 1 |
Total expenses | 1,746 | 1,585 | 1,031 |
Operating income | 307 | 283 | 249 |
Interest expense, net | 100 | 60 | 6 |
Income before income taxes | 207 | 223 | 243 |
Provision for income taxes | 50 | 61 | 13 |
Net income | $ 157 | $ 162 | $ 230 |
Earnings per share | |||
Basic (in usd per share) | $ 1.63 | $ 1.62 | $ 2.31 |
Diluted (in usd per share) | $ 1.62 | $ 1.62 | $ 2.31 |
Royalties and franchise fees | |||
Net revenues | |||
Net revenues | $ 480 | $ 441 | $ 364 |
Marketing, reservation and loyalty | |||
Net revenues | |||
Net revenues | 562 | 491 | 371 |
Expenses | |||
Cost of revenues | 563 | 486 | 373 |
Hotel management | |||
Net revenues | |||
Net revenues | 125 | 124 | 108 |
License and other revenues from former Parent | |||
Net revenues | |||
Net revenues | 131 | 111 | 75 |
Cost reimbursements | |||
Net revenues | |||
Net revenues | 623 | 586 | 264 |
Expenses | |||
Cost of revenues | 623 | 586 | 264 |
Other | |||
Net revenues | |||
Net revenues | $ 132 | $ 115 | $ 98 |
Condensed Consolidated and Co_2
Condensed Consolidated and Combined Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 157 | $ 162 | $ 230 |
Other comprehensive (loss)/income, net of tax | |||
Foreign currency translation adjustments | 3 | (9) | 5 |
Unrealized (losses) on cash flow hedges | (22) | (4) | 0 |
Other comprehensive (loss)/income, net of tax | (19) | (13) | 5 |
Comprehensive income | $ 138 | $ 149 | $ 235 |
Condensed Consolidated and Co_3
Condensed Consolidated and Combined Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 94 | $ 366 |
Trade receivables, net | 304 | 293 |
Prepaid expenses | 48 | 40 |
Other current assets | 53 | 152 |
Total current assets | 499 | 851 |
Property and equipment, net | 307 | 326 |
Goodwill | 1,539 | 1,547 |
Other non-current assets | 242 | 265 |
Total assets | 4,533 | 4,976 |
Current liabilities: | ||
Current portion of long-term debt | 21 | 21 |
Accounts payable | 30 | 61 |
Deferred revenues | 132 | 109 |
Accrued expenses and other current liabilities | 279 | 502 |
Total current liabilities | 462 | 693 |
Long-term debt | 2,101 | 2,120 |
Deferred income taxes | 387 | 399 |
Deferred revenues | 151 | 164 |
Other non-current liabilities | 220 | 182 |
Total liabilities | 3,321 | 3,558 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value, authorized 6.0 shares, none issued and outstanding | 0 | 0 |
Common stock, $.01 par value, authorized 600.0 shares, 100.6 and 100.4 issued and outstanding at December 31, 2019 and 2018 | 1 | 1 |
Treasury stock, at cost – 6.8 and 2.3 shares at December 31, 2019 and 2018 | (363) | (119) |
Additional paid-in capital | 1,488 | 1,475 |
Retained earnings | 113 | 69 |
Accumulated other comprehensive income | (27) | (8) |
Total stockholders’ equity | 1,212 | 1,418 |
Total liabilities and equity | 4,533 | 4,976 |
Trademarks, net | ||
Current assets: | ||
Intangible assets, net | 1,395 | 1,397 |
Franchise agreements and other intangibles, net | ||
Current assets: | ||
Intangible assets, net | $ 551 | $ 590 |
Condensed Consolidated and Co_4
Condensed Consolidated and Combined Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 100,564,341 | 100,360,236 |
Treasury stock, shares (in shares) | 6,774,194 | 2,269,169 |
Condensed Consolidated and Co_5
Condensed Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net income | $ 157 | $ 162 | $ 230 |
Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | |||
Depreciation and amortization | 109 | 99 | 75 |
Gain on sale | 0 | (23) | 0 |
Impairment charges | 45 | 0 | 41 |
Deferred income taxes | (14) | 0 | (91) |
Share-based Payment Arrangement, Noncash Expense | 20 | ||
Stock-based compensation | 25 | 0 | |
Net change in assets and liabilities: | |||
Trade receivables | (11) | (55) | (10) |
Prepaid expenses | (8) | 1 | (5) |
Other current assets | 7 | (22) | 0 |
Accounts payable, accrued expenses and other current liabilities | (28) | 85 | 24 |
Payment of tax liability assumed in La Quinta acquisition | (195) | (35) | 0 |
Deferred revenues | 33 | (3) | 15 |
Payments of development advance notes | (19) | (27) | (8) |
Proceeds from development advance notes | 2 | 14 | 7 |
Other, net | 2 | 10 | 0 |
Net cash provided by operating activities | 100 | 231 | 278 |
Investing activities | |||
Property and equipment additions | (50) | (73) | (46) |
Acquisition of business, net of cash acquired | 0 | (1,703) | (140) |
Proceeds from sale of assets, net | 0 | 27 | 0 |
Loan advances | (2) | (7) | (21) |
Loan repayments | 0 | 20 | 0 |
Insurance proceeds | 0 | 14 | 11 |
Other, net | (1) | (6) | (1) |
Net cash used in investing activities | (53) | (1,728) | (197) |
Financing activities | |||
Net transfer to former Parent | 0 | (38) | (59) |
Proceeds from borrowings from former Parent | 0 | 13 | 9 |
Proceeds from long-term debt | 0 | 2,100 | 0 |
Principal payments on long-term debt | (16) | (4) | 0 |
Debt issuance costs | 0 | (28) | 0 |
Capital contribution from former Parent | 68 | 106 | 0 |
Dividend to former Parent | 0 | (109) | 0 |
Dividends to shareholders | (112) | (77) | 0 |
Repurchases of common stock | (242) | (117) | 0 |
Net share settlement of incentive equity awards | (5) | (34) | 0 |
Other, net | (13) | (4) | (1) |
Net cash (used in)/provided by financing activities | (320) | 1,808 | (51) |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 1 | (4) | (1) |
Net (decrease)/increase in cash, cash equivalents and restricted cash | (272) | 307 | 29 |
Cash, cash equivalents and restricted cash, beginning of period | 366 | 59 | 30 |
Cash, cash equivalents and restricted cash, end of period | $ 94 | $ 366 | $ 59 |
Condensed Consolidated and Co_6
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) |
Beginning balance, shares (in shares) at Dec. 31, 2016 | 0 | ||||||
Balance as of beginning of period, value at Dec. 31, 2016 | $ 1,086 | $ 0 | $ 0 | $ 1,086 | $ 0 | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 230 | 230 | |||||
Dividends | (59) | (59) | |||||
Other comprehensive income (loss) | 5 | 5 | |||||
Ending balance, shares (in shares) at Dec. 31, 2017 | 0 | ||||||
Balance as of end of period, value at Dec. 31, 2017 | 1,262 | $ 0 | 0 | 1,257 | 0 | 0 | 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of change in accounting standard | (15) | ||||||
Net income | 162 | 43 | 119 | ||||
Dividends | 222 | 222 | |||||
Dividends | (75) | (25) | (50) | ||||
Other comprehensive income (loss) | $ (13) | (13) | |||||
Other | (1,482) | 1,482 | |||||
Issuance of common stock (in shares) | 100 | ||||||
Issuance of common stock | $ 1 | $ 1 | |||||
Stock Repurchased During Period, Shares | (2) | ||||||
Net share settlement of incentive equity awards | $ (34) | (34) | |||||
Repurchase of common stock | (119) | (119) | |||||
Change in deferred compensation | 26 | 26 | |||||
Ending balance, shares (in shares) at Dec. 31, 2018 | 98 | ||||||
Balance as of end of period, value at Dec. 31, 2018 | 1,418 | $ 1 | (119) | 0 | 1,475 | 69 | (8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stockholders' Equity, Other | 1 | 1 | |||||
Cumulative effect of change in accounting standard | (15) | ||||||
Net income | 157 | 157 | |||||
Dividends | (113) | (113) | |||||
Other comprehensive income (loss) | $ (19) | (19) | |||||
Stock Repurchased During Period, Shares | (4) | ||||||
Net share settlement of incentive equity awards | $ (5) | (5) | |||||
Repurchase of common stock | (244) | (244) | |||||
Change in deferred compensation | 20 | 20 | |||||
Other | (2) | ||||||
Ending balance, shares (in shares) at Dec. 31, 2019 | 94 | ||||||
Balance as of end of period, value at Dec. 31, 2019 | 1,212 | $ 1 | $ (363) | $ 0 | $ 1,488 | $ 113 | $ (27) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stockholders' Equity, Other | $ (2) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. 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 approximately 90 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’’). In May 2018, the Wyndham Worldwide Board of Directors ("Board") approved the spin-off of its hotel franchising and management businesses (“Wyndham Hotels & Resorts Businesses”) through a pro-rata distribution of all of the outstanding shares of Wyndham Hotels & Resorts, Inc.’s common stock to Wyndham Worldwide stockholders (the “Distribution”). Pursuant to the Distribution, on May 31, 2018, Wyndham Worldwide stockholders received one share of Wyndham Hotels & Resorts, Inc.’s common stock for each share of Wyndham Worldwide common stock held as of the close of business on May 18, 2018. In conjunction with the Distribution, Wyndham Hotels & Resorts, Inc. underwent an internal reorganization following which it became the holder, directly or through its subsidiaries, of the Wyndham Hotels & Resorts Businesses. Also in conjunction with the Distribution, Wyndham Worldwide Corporation was renamed Wyndham Destinations, Inc. The 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 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 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 Consolidated and Combined Financial Statements. Wyndham Hotels’ 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 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 Consolidated and Combined Financial Statements contain all normal recurring adjustments necessary for a fair presentation of annual results reported. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation When evaluating an entity for consolidation, the Company first determines whether an entity is within the scope of the guidance for consolidation of variable interest entities (“VIEs”) and if it is deemed to be a VIE. If the entity is considered to be a VIE, Wyndham Hotels determines whether it would be considered the entity’s primary beneficiary. The Company consolidates those VIEs for which it has determined that it is the primary beneficiary. Wyndham Hotels will consolidate an entity not deemed a VIE upon a determination that it has a controlling financial interest. For entities where Wyndham Hotels does not have a controlling financial interest, the investments in such entities are classified as available-for-sale securities or accounted for using the equity or cost method, as appropriate. Use of estimates and assumptions The preparation of the Consolidated and Combined Financial Statements requires Wyndham Hotels to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Consolidated and Combined Financial Statements and accompanying notes. Although these estimates and assumptions are based on Wyndham Hotels’ knowledge of current events and actions Wyndham Hotels may undertake in the future, actual results may ultimately differ from estimates and assumptions. Revenue recognition The principal source of revenues from franchising hotels is ongoing royalty fees, which are typically a percentage of gross room revenues of each franchised hotel. For more detailed description of revenue recognition see Note 3 - Revenue Recognition. Loyalty program The Company operates the Wyndham Rewards loyalty program. Loyalty members primarily accumulate points by staying in hotels operated under one of the Company’s brands. Wyndham Rewards members may also accumulate points by purchasing everyday services and products with their co-branded credit card. The Company earns revenue from these programs (i) when a member stays at a participating hotel, club resort or vacation rental from a fee charged by Wyndham Hotels to the franchisee, which is based upon a percentage of room revenues generated from such stay which the Company recognizes, net of redemptions, over time based upon loyalty point redemption patterns, including an estimate of loyalty points that will expire or will never be redeemed, and (ii) based upon a percentage of the member’s spending on the co-branded credit cards for which revenues are paid to Wyndham Hotels by third-party issuing banks which the Company primarily recognizes over time based upon the redemption patterns of the loyalty points earned under the program, including an estimate of loyalty points that will expire or will never be redeemed. As members earn points through the loyalty program, the Company records a liability for the estimated future redemption costs, which is calculated based on (i) an estimated cost per point and (ii) an estimated redemption rate of the overall points earned, which is determined with the assistance of a third-party actuarial firm through historical experience, current trends and the use of an actuarial analysis. The Company estimates the value of the future redemption obligations by projecting the timing of future point redemptions based on historical levels, including an estimate of the points that will expire or never be redeemed, and an estimate of the points members will eventually redeem. The recorded liability related to the program totals $90 million and $89 million as of December 31, 2019 and 2018 , respectively, of which $56 million and $54 million, respectively, are included in accrued expenses and other current liabilities, and $34 million and $35 million, respectively, are included in other non-current liabilities on the Company's Consolidated Balance Sheets. Cash and cash equivalents The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. Valuation of accounts receivable The Company provides for estimated bad debts based on its assessment of the ultimate realizability of receivables, considering historical collection experience, the economic environment and specific customer information. When the Company determines that an account is not collectible, the account is written-off to the allowance for doubtful accounts. The following table illustrates the Company’s allowance for doubtful accounts activity for the years ended December 31: 2019 2018 2017 Beginning Balance $ 52 $ 61 $ 77 Bad debt expense 16 8 7 Write-offs (21 ) (17 ) (23 ) Ending Balance $ 47 $ 52 $ 61 Advertising expense Advertising costs are generally expensed in the period incurred. Advertising expenses, which are primarily recorded within marketing and reservation expenses on the Consolidated and Combined Statements of Income, were $115 million , $92 million and $61 million in 2019 , 2018 and 2017 , respectively. Property and equipment Property and equipment (including leasehold improvements) are recorded at cost, and presented net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization on the Consolidated and Combined Statements of Income, is computed utilizing the straight-line method over the lesser of the lease terms or estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed utilizing the straight-line method over the lesser of the estimated benefit period of the related assets or the lease terms. Useful lives are generally 30 years for buildings, up to 20 years for building and leasehold improvements and from three to seven years for furniture, fixtures and equipment. The Company capitalizes the costs of software developed for internal use in accordance with the guidance for accounting for costs of computer software developed or obtained for internal use. Capitalization of software developed for internal use commences during the development phase of the project. Wyndham Hotels amortizes software developed or obtained for internal use on a straight-line basis over its estimated useful life, which is generally three to five years . Such amortization commences when the software is substantially ready for its intended use. The net carrying value of software developed or obtained for internal use was $63 million and $69 million as of December 31, 2019 and 2018 , respectively. Impairment of long-lived assets Goodwill and other indefinite-lived intangible assets that were recorded in connection with business combinations, are reviewed annually (during the fourth quarter of each year subsequent to completing our annual forecasting process), or more frequently if circumstances indicate that the value of goodwill may be impaired, to the reporting units’ carrying values as required by the guidance. This is done either by performing a qualitative assessment or utilizing the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year, the Company can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or the Company elects to bypass the qualitative assessment, the Company would use the two-step process. The qualitative factors evaluated include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, its historical share price as well as other industry-specific considerations. The Company performed a quantitative assessment for impairment on each reporting unit’s goodwill for 2019 . Based on the results of the Company’s quantitative assessments performed during the fourth quarter of 2019, the Company determined that no impairment existed, nor does the Company believe there is a material risk of it being impaired in the near term at its (i) hotel franchising, (ii) hotel management and (iii) owned hotel reporting units. To the extent estimated market-based valuation multiples and/or discounted cash flows are revised downward, the Company may be required to write-down all or a portion of goodwill, which would adversely impact earnings. The Company also determines whether the carrying values of other indefinite-lived intangible assets are impaired on an annual basis or more frequently if indicators of potential impairment exist. Application of the other indefinite-lived intangible assets impairment test requires judgment in the assumptions underlying the approach used to determine fair value. The fair value of each other indefinite-lived intangible asset is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including anticipated market conditions, operating expense trends, estimation of future cash flows, which are dependent on internal forecasts, discount rates and estimation of long-term rates of growth. The estimates used to calculate the fair value of other indefinite-lived intangible asset change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and the other indefinite-lived intangible assets’ impairment. The Company also evaluates the recoverability of its other long-lived assets, including property and equipment and amortizable intangible assets, if circumstances indicate impairment may have occurred, pursuant to guidance for impairment or disposal of long-lived assets. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. Property and equipment are evaluated separately within each segment. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value. Business combinations A component of the Company’s growth strategy has been to acquire and integrate businesses that complement its existing operations. The Company accounts for business combinations in accordance with the guidance for business combinations and related literature. Accordingly, the Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of purchase. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed in a business combination, the Company uses various recognized valuation methods including present value modeling and referenced market values, where available. Further, the Company makes assumptions within certain valuation techniques including discount rates and timing of future cash flows. Valuations are performed by management or external valuation specialists under management’s supervision, where appropriate. The Company believes that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. Income taxes Prior to the Company's spin-off, current and deferred income taxes and related tax expense have been determined based on Wyndham Hotels’ stand-alone results by applying a separate return methodology, as if the Wyndham Hotels entities were separate taxpayers in the respective jurisdictions. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using currently enacted tax rates. The Company regularly reviews its deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets that the Company believes will not be ultimately realized. In performing this review, the Company makes estimates and assumptions regarding projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions may increase or decrease the Company’s valuation allowance resulting in an increase or decrease in its effective tax rate, which could materially impact the Company’s results of operations. For tax positions the Company has taken or expects to take in a tax return, it applies a more likely than not threshold, under which the Company must conclude a tax position is more likely than not to be sustained, assuming that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information, in order to recognize or continue to recognize the benefit. In determining the Company’s provision for income taxes, the Company uses judgment, reflecting its estimates and assumptions, in applying the more likely than not threshold. In January 2018, the Financial Accounting Standards Board (“FASB”) issued guidance on the accounting for tax on the global intangible low-taxed income provisions of the recently enacted tax law. These provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that the Company is allowed to make an accounting policy choice of either: (1) treating taxes due on future inclusions in taxable income as a current-period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. The Company has elected to account for any inclusions under the period cost method. Stock-based compensation In accordance with the guidance for stock-based compensation, Wyndham Hotels measures all employee stock-based compensation awards using a fair value method and records the related expense in its Consolidated and Combined Statements of Income. Wyndham Hotels recognizes the cost of stock-based compensation awards to employees as they provide services and the expense is recognized ratably over the requisite service period. The requisite service period is the period during which an employee is required to provide services in exchange for an award. Forfeitures are recorded upon the actual employee termination for each outstanding grant. Derivative instruments The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in interest rates and currency exchange rates. As a matter of policy, the Company does not use derivatives for trading or speculative purposes. All derivatives are recorded at fair value as either assets or liabilities. Changes in fair value of derivatives not designated as hedging instruments and of derivatives designated as fair value hedging instruments are recognized currently in operating income and interest expense, net in the Consolidated and Combined Statements of Income, based upon the nature of the hedged item. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments is recorded as a component of other comprehensive income. The ineffective portion is reported immediately in earnings as a component of operating or interest expense, based upon the nature of the hedged item. Amounts included in other comprehensive income are reclassified into earnings in the same period during which the hedged item affects earnings. Accumulated other comprehensive income/(loss) Accumulated other comprehensive income/(loss) (“AOCI”) consists of accumulated foreign currency translation adjustments and unrealized gains or losses on the Company's cash flow hedges. Foreign currency translation adjustments exclude income taxes related to indefinite investments in foreign subsidiaries. Assets and liabilities of foreign subsidiaries having non-U.S.-dollar functional currencies are translated at exchange rates at the balance sheet dates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of hedging gains or losses and taxes, are included in AOCI on the Consolidated Balance Sheets. Former Parent’s net investment Parent’s net investment in the Consolidated and Combined Statements of Equity represents Wyndham Worldwide’s historical net investment in Wyndham Hotels resulting from various transactions with and allocations from the former Parent. Balances due to and due from the former Parent and accumulated earnings attributable to Wyndham Hotels operations have been presented as components of former Parent’s net investment. Recently issued accounting pronouncements Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued guidance to replace the existing methodology for estimating credit losses with a methodology that reflects lifetime 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, of which the Company currently has none, 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 current processes for establishing an allowance for credit losses with the new guidance. The Company will adopt the guidance on January 1, 2020, as required, and it currently estimates such adoption will result in a pre-tax cumulative-effect adjustment to retained earnings between $8 million and $12 million . 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 guidance using the modified retrospective approach as of January 1, 2019. See Note 18 - Leases for further details. Revenue from Contracts with Customers. In May 2014, the FASB issued guidance on revenue from contracts with customers. The guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Entities had the option to apply the new guidance under a retrospective approach to each prior reporting period presented or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the statement of financial position. The Company adopted the guidance on January 1, 2018 utilizing the full retrospective transition method. This adoption primarily affected the accounting for initial franchise fees, upfront costs, marketing and reservation expenses and loyalty revenues. Specifically, under the new guidance, initial fees are recognized ratably over the life of the noncancelable period of the franchise agreement, and incremental upfront contract costs are deferred and expensed over the life of the noncancelable period of the franchise agreement. Loyalty revenues are deferred and primarily recognized over the loyalty points’ redemption pattern. Additionally, the Company no longer accrues a liability for future marketing and reservation costs when marketing and reservation revenues earned exceed costs incurred. Marketing and reservation costs incurred in excess of revenues earned continue to be expensed as incurred. Intra-Entity Transfers of Assets Other Than Inventory. In October 2016, the FASB issued guidance which requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This guidance requires the modified retrospective approach and is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted the guidance on January 1, 2018, as required, which resulted in a cumulative-effect benefit to retained earnings of $15 million . Statement of Cash Flows. In August 2016, the FASB issued guidance intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This guidance requires the retrospective transition method and is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted the guidance on January 1, 2018, as required. The impact of this new guidance resulted in payments of, and proceeds from, development advance notes being recorded within operating activities on its Consolidated and Combined Statements of Cash Flows. Such amounts were previously reported within investing activities. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. REVENUE RECOGNITION The principal source of revenues from franchising hotels is ongoing royalty fees, which are typically a percentage of gross room revenues of each franchised hotel. The Company recognizes royalty fee revenues as and when the underlying sales occur. The Company also receives non-refundable initial franchise fees, which are recognized as revenues over the initial non-cancellable period of the franchise agreement, commencing when all material services or conditions have been substantially performed. This occurs when a hotel opens for business in our system or when a franchise agreement is terminated after it has been determined that the hotel will not open. The Company’s franchise agreements also require the payment of marketing and reservation fees, which are intended to reimburse the Company for expenses associated with operating an international, centralized reservation system, e-commerce channels such as the Company’s brand.com websites, as well as access to third-party distribution channels, such as online travel agents, advertising and marketing programs, global sales efforts, operations support, training and other related services. Marketing and reservation fees are recognized as revenue when the underlying sales occur. Although the Company is generally contractually obligated to spend the marketing and reservation fees it collects from franchisees, in accordance with the franchise agreements, marketing and reservations costs are expensed as incurred. The Company earns revenues from its Wyndham Rewards loyalty program when a member stays at a participating hotel, club resort or vacation rental. These revenues are derived from a fee the Company charges a franchised or managed hotel based upon a percentage of room revenues generated from a Wyndham Rewards member’s stay. These fees are to reimburse the Company for expenses associated with member redemptions and activities that are related to the administering and marketing of the program. Revenues related to the loyalty program represent variable consideration and are recognized net of redemptions over time based upon loyalty point redemption patterns, which include an estimate of loyalty points that will expire or will never be redeemed. The Company earns revenue from its Wyndham Rewards co-branded credit card program, which is primarily generated by cardholder spending and the enrollment of new cardholders. The advance payments received under the program are recognized as a contract liability. The program primarily contains two performance obligations: (i) brand performance services, for which revenue is recognized over the contract term on a straight-line basis, and (ii) issuance and redemption of loyalty points, for which revenue is recognized over time based upon the redemption patterns of the loyalty points earned under the program, including an estimate of loyalty points that will expire or will never be redeemed. The Company provides management services for hotels under management contracts, which offer hotel owners all the benefits of a global brand and a full range of management, marketing and reservation services. In addition to the standard franchise services described above, the Company’s hotel management business provides hotel owners with professional oversight and comprehensive operations support services. The Company’s standard management agreement typically has a term of 10 to 20 years. The Company’s management fees are comprised of base fees, which are typically a specified percentage of gross revenues from hotel operations, and, in some cases, incentive fees, which are typically a specified percentage of a hotel’s gross operating profit. The base fees are recognized when the underlying sales occur and the management services are performed. Incentive fees are recognized when determinable, which is when the Company has met hotel operating performance metrics and the Company has determined that a significant reversal of revenues recognized will not occur. The Company also recognizes reimbursable payroll costs for operational employees and other reimbursable costs at certain of the Company’s managed hotels as revenue. Although these costs are funded by hotel owners, accounting guidance requires the Company to report these fees on a gross basis as both revenues and expenses. Additionally, the Company recognizes occupancy taxes on a net basis. The Company recognizes license and other revenues from Wyndham Destinations for use of the “Wyndham” trademark and certain other trademarks. In addition, the Company earns revenues from its two owned hotels, which consist primarily of (i) gross room rentals, (ii) food and beverage services and (iii) on-site spa, casino, golf and shop revenues. These revenues are recognized upon the completion of services. Deferred revenues Deferred revenues, 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 revenues as of December 31, 2019 and December 31, 2018 are as follows: December 31, 2019 December 31, 2018 Deferred initial franchise fee revenues $ 136 $ 127 Deferred loyalty program revenues 86 74 Deferred co-branded credit card program revenues 34 30 Deferred hotel management fee revenues — 21 Deferred other revenues 27 21 Total $ 283 $ 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 . Practical expedients The Company has not adjusted the consideration for the effects of a significant financing component if it expects, at contract inception, that the period between when the Company satisfied the performance obligation and when the customer paid for that good or service was one year or less. For contracts with customers that were modified before the beginning of the earliest reporting period presented, the Company did not retrospectively restate the revenue associated with the contract for those modifications. Instead, it reflected the aggregate effect of all prior modifications in determining (i) the performance obligations and transaction prices and (ii) the allocation of such transaction prices to the performance obligations. 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: 2020 2021 2022 Thereafter Total Initial franchise fee revenue $ 29 $ 15 $ 14 $ 78 $ 136 Loyalty program revenue 53 21 9 3 86 Co-branded credit card program revenue 34 — — — 34 Other revenue 16 3 2 6 27 Total $ 132 $ 39 $ 25 $ 87 $ 283 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: Year Ended December 31, 2019 2018 2017 Hotel Franchising Royalties and franchise fees $ 465 $ 432 $ 355 Marketing, reservation and loyalty 559 489 369 License and other revenues from former Parent 131 111 75 Other 124 103 98 Total Hotel Franchising 1,279 1,135 897 Hotel Management Royalties and franchise fees 15 9 9 Marketing, reservation and loyalty 3 2 2 Hotel management - owned properties 89 75 78 Hotel management - managed properties 36 49 30 Cost reimbursements 623 586 264 Other 2 5 — Total Hotel Management 768 726 383 Corporate and Other 6 7 — Net revenues $ 2,053 $ 1,868 $ 1,280 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. In addition, the Company also capitalizes costs associated with the sale and installation of property management systems to the Company's franchisees, which are amortized over the remaining non-cancellable period of the franchise agreement. As of December 31, 2019 and December 31, 2018 , capitalized contract costs were $33 million and $24 million , respectively, of which $8 million in both years, were included in other current assets, and $25 million and $16 million |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. 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. On June 1, 2018, the Company’s separation from Wyndham Worldwide was effected through a tax-free distribution to Wyndham Worldwide’s stockholders of one share of the Company’s common stock for every one share of Wyndham Worldwide common stock held as of the close of business on May 18, 2018. As a result, on June 1, 2018, the Company had 99.8 million shares of common stock outstanding (inclusive of deferred shares and shares that vested upon separation). This share amount is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the date of separation. The following table sets forth the computation of basic and diluted EPS (in millions, except per-share data) for the years ended December 31: 2019 2018 2017 Net income $ 157 $ 162 $ 230 Basic weighted average shares outstanding 96.5 99.5 99.8 Stock options and restricted stock units (“RSUs”) 0.1 0.3 — Diluted weighted average shares outstanding 96.6 99.8 99.8 Earnings per share: Basic $ 1.63 $ 1.62 $ 2.31 Diluted 1.62 1.62 2.31 Dividends: Cash dividends declared per share $ 1.16 $ 0.75 $ — Aggregate dividends paid to shareholders $ 112 $ 77 $ — Stock repurchase program The following table summarizes stock repurchase activity under this 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 twelve months ended December 31, 2019 4.5 244 54.25 As of December 31, 2019 6.8 $ 363 $ 53.67 The Company had $237 million of remaining availability under its program as of December 31, 2019 . |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 5. ACQUISITIONS Assets acquired and liabilities assumed in business combinations were recorded on the Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Consolidated and Combined Statements of Income since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final information, including appraisals and other analyses. Any revisions to the fair values during the allocation period will be recorded by the Company as further adjustments to the purchase price allocations. Although, in certain circumstances, the Company has substantially integrated the operations of its acquired businesses, additional future costs relating to such integration may occur. These costs may result from integrating operating systems, relocating employees, closing facilities, reducing duplicative efforts and exiting and consolidating other activities. These costs will be recorded on the Consolidated and Combined Statements of Income as expenses. The Company did not complete any business combinations in 2019. The La Quinta acquisition On May 30, 2018, the Company completed its acquisition of La Quinta Holdings Inc.’s hotel franchising and hotel management business (“La Quinta”) for $1.95 billion in cash, which includes $8 million of purchase price that the Company withheld to pay La Quinta employee-related equity award liabilities and $240 million of purchase price that the Company withheld to pay La Quinta tax liabilities, as discussed below. The addition of La Quinta’s over 900 franchised hotels and nearly 89,000 rooms increased Wyndham Hotels’ midscale presence and expanded its reach further into the upper-midscale segment of the lodging industry. In addition, this transaction expanded the Company’s number of managed hotel properties from 116 to 440 at the time of acquisition. This acquisition strengthened the Company’s position in the midscale and upper-midscale segments of the hotel industry, which has been and continues to be one of the Company’s strategic priorities. In conjunction with the acquisition, stockholders of La Quinta Holdings received $16.80 per share in cash (approximately $1.0 billion in aggregate), and Wyndham Hotels repaid approximately $715 million of La Quinta Holdings’ debt and withheld cash of $240 million for estimated taxes assumed and expected to be incurred in connection with the taxable spin-off of La Quinta Holdings’ owned real estate assets into CorePoint Lodging, Inc. (“CorePoint”), which occurred immediately prior to the acquisition of La Quinta. Wyndham Hotels financed the $1.95 billion acquisition with proceeds from its $500 million offering of 5.375% senior notes due 2026 completed in April 2018 and a $1.6 billion term loan due 2025 that closed in connection with the acquisition. The allocation of the purchase price is summarized as follows: Amount Total consideration (a) $ 1,951 Cash withheld to repay La Quinta Holdings Inc.’s estimated tax liability (b) (240 ) Cash withheld to pay employee-related equity award liabilities (8 ) Net cash consideration 1,703 Cash escrowed from CorePoint (c) $ 985 Payment of La Quinta Holdings Inc.’s long‑term debt (c) (985 ) — — Cash utilized to repay La Quinta Holdings Inc.’s long‑term debt (d) (715 ) Net cash consideration (to shareholders of La Quinta Holdings Inc.) $ 988 Total current assets (e) $ 67 Property and equipment 17 Trademarks (f) 710 Franchise agreements (f) 260 Management contracts (f) 119 Other assets 5 Total assets acquired $ 1,178 Total current liabilities (e) $ 89 Deferred income taxes (g) 254 Long‑term debt repaid at acquisition (c) 715 Assumed tax liability (b) 240 Other liabilities 11 Total liabilities assumed 1,309 Net identifiable liabilities acquired (131 ) Goodwill (h) 1,119 Total consideration transferred $ 988 ______________________ (a) Includes additional consideration of $1 million related to a net debt adjustment paid to CorePoint during the third quarter of 2018. (b) Reflects a portion of the purchase price in which $195 million and $35 million was paid in 2019 and 2018, respectively, related to the tax liability assumed in the La Quinta acquisition. Additionally, $10 million was paid directly to CorePoint in 2019 which was reported in other, net within financing activities in the Consolidated and Combined Statements of Cash Flows. (c) As a result of a change in control provision within La Quinta’s long-term indebtedness, CorePoint deposited $985 million into an escrow account which was utilized to repay a portion of La Quinta Holdings Inc.’s existing indebtedness. (d) Reflects the portion of La Quinta Holdings Inc.’s long-term debt that was required to be paid by the Company upon a change in control. (e) The fair values of total current assets and total current liabilities are estimated to approximate their current carrying values. (f) The identifiable intangible assets consist of trademarks with an indefinite life, franchise agreements which have a weighted average life of 25 years and management agreements which have a weighted average life of 15 years . The fair valuation was performed with the assistance of a third‑party valuation firm, which included the consideration of various valuation techniques that the Company deems appropriate for the measurement of fair value of the assets acquired and liabilities assumed. The valuations of the franchise agreements and management agreements are based on a discounted cash flow method utilizing forecasted cash flows from La Quinta’s existing franchise agreements and CorePoint franchise agreements and management agreements (the “CorePoint agreements”) that are estimated to be generated over the estimated terms of such contracts. The expected cash flows projections were based on the terms of the agreements, and adjusted for inflation and the costs and expenses required to generate the revenues under such agreements. The significant assumptions that were utilized for La Quinta’s franchise agreements were: (i) forecasted gross room revenues, (ii) a franchise fee of 4.5% , tax affected, and (iii) a discount rate of 9.5% . The significant assumptions that were utilized for the CorePoint agreements were: (i) forecasted gross room revenues, (ii) franchise and management fee rates of 5.0% each, which were tax affected, and (iii) a discount rate of 9.5% and 10.5% for CorePoint franchise and management agreements, respectively. (g) The deferred tax liability primarily results from the fair value adjustments for the identifiable intangible assets. This estimate of deferred tax liabilities was determined based on the book and tax basis differences attributable to the identifiable intangible assets acquired at a combined federal and state effective tax rate. (h) The goodwill recognized in the La Quinta acquisition is not expected to be deductible for income tax purposes. La Quinta’s incremental contributions to net revenues and operating income for the three months ended December 31, 2018 were $198 million and $29 million , respectively. Pro forma net revenues and operating income would have been $2,221 million and $294 million , respectively, during the year ended December 31, 2018, if La Quinta’s historical results had been included in the Company’s Consolidated and Combined Statements of Income since January 1, 2018. For 2017, pro forma net revenues and net income would have been $2,041 million and $263 million , respectively. This acquisition was assigned to the Company’s Hotel Franchising and Hotel Management segments. The AmericInn acquisition During October 2017, the Company completed the acquisition of the AmericInn hotel brand and franchise system for a total purchase price of $140 million , net of cash acquired, which included a simultaneous sale of 10 owned hotels to an unrelated third party for $28 million . AmericInn’s portfolio consisted of 200 franchised hotels predominantly in the Midwestern United States. This acquisition is consistent with the Company’s strategy to expand its brand portfolio and total system size. The following table summarizes the fair value of the assets acquired and liabilities assumed in connection with Wyndham Hotels’ acquisition of AmericInn: Amount Trade receivables $ 3 Goodwill (a) 44 Franchise agreements (b) 46 Trademarks 51 Total assets acquired 144 Other current liabilities 4 Total liabilities acquired 4 Net assets acquired $ 140 ______________________ (a) Goodwill is expected to be deductible for tax purposes. (b) Franchise agreements have a weighted average life of 25 years. This acquisition was assigned to the Company’s Hotel Franchising segment and was not material to Wyndham Hotels’ results of operations, financial position or cash flows. In connection with the acquisition of AmericInn, Wyndham Hotels incurred $2 million of acquisition-related costs, which are reported within transaction-related costs on the Consolidated and Combined Statements of Income. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. INTANGIBLE ASSETS Intangible assets as of December 31, 2019 and December 31, 2018 consisted of the following: December 31, 2019 December 31, 2018 Gross Accumulated Net Gross Accumulated Net Unamortized intangible assets: Goodwill $ 1,539 $ 1,547 Trademarks (a) $ 1,393 $ 1,393 Amortized intangible assets: Franchise agreements (b) $ 895 $ 460 $ 435 $ 895 $ 434 $ 461 Management agreements (c) 137 23 114 140 13 127 Trademarks (d) 3 1 2 5 1 4 Other (e) 3 1 2 6 4 2 $ 1,038 $ 485 $ 553 $ 1,046 $ 452 $ 594 ______________________ (a) Comprised of various trademarks that the Company has acquired. These trademarks are expected to generate future cash flows for an indefinite period of time. (b) Amortized over a period ranging from 20 to 40 years with a weighted average life of 32 years. (c) Amortized over a period ranging from 7 to 20 with a weighted average life of 14 years. (d) Amortized over a period of 20 years. (e) Amortized over a period ranging from 1 to 8 years with a weighted average life of 5 years. The changes in the carrying amount of goodwill are as follows: Balance as of January 1, 2018 Goodwill Acquired During 2018 2018 Adjustments to Goodwill (a) Balance as of December 31, 2018 2019 Adjustments to Goodwill (b) Balance as of December 31, 2019 Hotel Franchising $ 385 $ 1,067 $ (3 ) $ 1,449 $ (8 ) $ 1,441 Hotel Management 38 60 — 98 — 98 Total $ 423 $ 1,127 $ (3 ) $ 1,547 $ (8 ) $ 1,539 ______________________ (a) Includes $2 million related to the sale of Knights Inn brand in May 2018. (b) Includes $8 million related to purchase price adjustments for the La Quinta acquisition in 2018. Amortization expense relating to amortizable intangible assets was as follows for the years ended December 31: 2019 2018 2017 Franchise agreements $ 27 $ 22 $ 16 Management agreements 10 7 3 Trademarks — 1 1 Other 1 1 — Total (a) $ 38 $ 31 $ 20 ______________________ (a) Included as a component of depreciation and amortization on the Consolidated and Combined Statements of Income. Based on Wyndham Hotels’ amortizable intangible assets as of December 31, 2019 , the Company expects related amortization expense as follows: Amount 2020 $ 37 2021 37 2022 35 2023 35 2024 34 |
Franchising, Marketing and Rese
Franchising, Marketing and Reservation Activities | 12 Months Ended |
Dec. 31, 2019 | |
Franchisors [Abstract] | |
Franchising and Marketing and Reservation Activities | 7. FRANCHISING, MARKETING AND RESERVATION ACTIVITIES Royalties and franchise fee revenues on the Consolidated and Combined Statements of Income include initial franchise fees of $18 million , $20 million and $14 million in 2019 , 2018 and 2017 , 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. Development advance notes 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. The Company recorded the following related to development advance notes on the Consolidated and Combined Financial Statements: Consolidated Balance Sheets: As of December 31, 2019 2018 Development advance notes (a) $ 84 $ 78 _____________________ (a) Included within other non-current assets. Consolidated and Combined Statements of Income: Year Ended December 31, 2019 2018 2017 Forgiveness of notes (a) $ 8 $ 7 $ 6 Bad debt expense related to notes 2 1 — Interest earned on unpaid notes 1 1 — _____________________ (a) Amounts are recorded as a reduction of royalties and franchise fees and marketing, reservation and loyalty revenues. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES In December 2017, the United States enacted the Tax Cuts and Jobs Act (‘‘U.S. tax reform’’) and significantly changed U.S. corporate income tax laws by reducing the U.S. corporate income tax rate from 35% to 21% starting in 2018, and imposing a one-time mandatory deemed repatriation tax on undistributed historical earnings of foreign subsidiaries. Other provisions of the law were not effective until January 1, 2018 and include, but are not limited to, creating a territorial tax system which generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries, eliminating or limiting the deduction of certain expenses, and imposing a minimum tax on earnings generated by foreign subsidiaries. As of December 31, 2017, the Company had made a reasonable estimate for (i) the remeasurement of its net deferred income tax and uncertain tax liabilities based on the new reduced U.S. corporate income tax rate and (ii) the one-time deemed repatriation tax on the Company's undistributed historical earnings of foreign subsidiaries. With respect to certain other items, the Company had not yet been able to make a reasonable estimate and continued to account for those items based on its existing accounting under GAAP and the provisions of the tax laws that were in effect prior to enactment of the U.S. tax reform. One such case was the Company’s intent regarding whether to continue to assert indefinite reinvestment on a part or all the undistributed foreign earnings. During the fourth quarter of 2018, the Company completed its accounting for the tax effects of the U.S. tax reform recorded for 2017. The following table presents the impact of the accounting for the enactment of U.S. tax reform on the Company's provision for (benefit from) income taxes: Year Ended December 31, 2018 2017 Remeasurement of net deferred income tax and uncertain tax liabilities $ (2 ) $ (87 ) One-time deemed repatriation tax on undistributed historical earnings of foreign subsidiaries (2 ) 2 Total provision for (benefit from) income taxes impact $ (4 ) $ (85 ) Although the one-time mandatory deemed repatriation tax during 2017 and the territorial tax system created as a result of U.S. tax reform generally eliminate U.S. federal income taxes on dividends from foreign subsidiaries, the Company continues to assert that all of the undistributed foreign earnings of $55 million will be reinvested indefinitely as of December 31, 2019 . In the event the Company determines not to continue to assert that all or part of its undistributed foreign earnings are permanently reinvested, such a determination in the future could result in the accrual and payment of additional foreign withholding taxes and U.S. taxes on currency transaction gains and losses, the determination of which is not practicable. The income tax provision consists of the following: Year Ended December 31, 2019 2018 2017 Current Federal $ 40 $ 34 $ 84 State 3 13 13 Foreign 21 14 7 64 61 104 Deferred Federal (3 ) 2 (89 ) State (10 ) (2 ) (1 ) Foreign (1 ) — (1 ) (14 ) — (91 ) Provision for income taxes $ 50 $ 61 $ 13 Pretax income for domestic and foreign operations consisted of the following: Year Ended December 31, 2019 2018 2017 Domestic $ 175 $ 190 $ 234 Foreign 32 33 9 Pretax income $ 207 $ 223 $ 243 Deferred taxes Deferred income tax assets and liabilities are comprised of the following: As of December 31, 2019 2018 Deferred income tax assets: Accrued liabilities and deferred revenues $ 97 $ 87 Tax credits (a) 6 12 Provision for doubtful accounts 17 20 Net operating loss carryforward (b) 18 14 Other 20 14 Valuation allowance (c) (19 ) (15 ) Deferred income tax assets 139 132 Deferred income tax liabilities: Depreciation and amortization 508 517 Other 15 12 Deferred income tax liabilities 523 529 Net deferred income tax liabilities $ 384 $ 397 Reported in: Other non-current assets $ 3 $ 2 Deferred income taxes 387 399 Net deferred income tax liabilities $ 384 $ 397 _____________________ (a) As of December 31, 2019, the Company had $6 million of foreign tax credits. The foreign tax credits expire no later than 2029. (b) As of December 31, 2019, the Company’s net operating loss carryforwards primarily relate to state net operating losses, which are due to expire at various dates, but no later than 2039. (c) The valuation allowance of $19 million at December 31, 2019 relates to net operating loss carryforwards, certain deferred tax assets and foreign tax credits of $14 million , $3 million and $2 million , respectively. The valuation allowance of $15 million at December 31, 2018 relates to net operating loss carryforwards, certain deferred tax assets and foreign tax credits of $11 million , $3 million , and $1 million , respectively. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. The Company’s effective income tax rate differs from the U.S. federal statutory rate as follows for the years ended December 31: 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % State and local income taxes, net of federal tax benefits (3.8 ) 2.9 3.6 Taxes on foreign operations at rates different than U.S. federal statutory rates 5.0 1.9 0.8 Taxes on foreign income, net of tax credits (0.5 ) 0.3 0.4 Valuation allowances 1.9 1.4 (0.1 ) Impact of U.S. tax reform — (1.8 ) (34.9 ) Other 0.6 1.7 0.5 24.2 % 27.4 % 5.3 % The effective income tax rate for 2019 and 2018 differs from the U.S. Federal income tax rate of 21% primarily due to U.S. and foreign taxes on the Company’s international operations and state taxes. During 2019, the tax effect was partially offset by one-time state tax benefits resulting from a settlement with state taxing authorities and from a change in the Company's state income tax filing position due to its spin-off from Wyndham Worldwide. The effective income tax rate for 2017 differs from the U.S. Federal income tax rate of 35% primarily due to state taxes and the net tax benefit from the impact of U.S. tax reform. The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: 2019 2018 2017 Beginning Balance $ 13 $ 12 $ 13 Increases related to tax positions taken during a prior period 2 2 — Increases related to tax positions taken during the current period — 1 2 Decreases related to settlements with taxing authorities (3 ) — — Decreases as a result of a lapse of the applicable statute of limitations (1 ) (2 ) (2 ) Decreases related to tax positions taken during a prior period — — (1 ) Ending Balance $ 11 $ 13 $ 12 The gross amount of the unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate was $11 million , $13 million and $12 million as of December 31, 2019 , 2018 and 2017 , respectively. The Company recorded both accrued interest and penalties related to unrecognized tax benefits as a component of provision for income taxes on the Consolidated and Combined Statements of Income. The amount of potential penalties and interest related to these unrecognized tax benefits recorded in the provision for income taxes was a benefit of $1 million during 2019 , an expense of $1 million during 2018 , and an expense of less than $1 million during 2017 . The Company had a liability for potential penalties of $2 million as of December 31, 2019 , 2018 and 2017 and potential interest of $2 million as of December 31, 2019 and $3 million as of both December 31, 2018 and 2017 . Such liabilities are reported as a component of accrued expenses and other current liabilities and other non-current liabilities on the Consolidated Balance Sheets. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The Company files income tax returns in the U.S. federal and state jurisdictions, as well as in foreign jurisdictions. Prior to our spin-off, the Company was part of a consolidated U.S. federal income tax return and consolidated and combined state returns with its former Parent and other subsidiaries that are not included in its Consolidated and Combined Financial Statements. Income taxes as presented in the Company's Consolidated and Combined Financial Statements prior to our spin-off presented current and deferred income taxes of the consolidated federal tax filing attributed to the Company using the separate return method. The separate return method applies the accounting guidance for income taxes to the financial statements as if the Company was a separate taxpayer. The 2015 through 2019 tax years generally remain subject to examination by federal tax authorities, the years 2015 through pre-spin off 2018 tax years as part of the Company’s former Parent filing. The 2010 through 2019 tax years generally remain subject to examination by many state tax authorities. In significant foreign jurisdictions, the 2012 through the 2019 tax years generally remain subject to examination by their respective tax authorities. The statute of limitations is scheduled to expire within 12 months of the reporting date in certain taxing jurisdictions, and the Company therefore believes that it is reasonably possible that the total amount of its unrecognized tax benefits could decrease by $4 million to $5 million . The Company made federal and state income tax payments, net of refunds, in the amount of $43 million for the twelve months ended December 31, 2019. These payments exclude $195 million of tax payments related to assumed liabilities in connection with the La Quinta acquisition. During the years 2018 and 2017 , the former Parent paid $27 million and $93 million , respectively, of federal and state income tax liabilities related to the Company, which is reflected in its Consolidated and Combined Financial Statements as an increase in former Parent’s net investment. Following the Company’s spin-off in 2018, the Company made federal and state income tax payments, net of refunds, in the amount of $39 million . Additionally, the Company made foreign income tax payments, net of refunds, in the amount of $16 million in 2019 and $12 million in 2018 and 2017 . |
Property and Equipment, Net Pro
Property and Equipment, Net Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 9. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of: As of December 31, 2019 2018 Land $ 19 $ 17 Buildings and leasehold improvements 214 212 Capitalized software 311 292 Furniture, fixtures and equipment 92 86 Finance leases 72 72 Construction in progress 21 22 729 701 Less: Accumulated depreciation 422 375 $ 307 $ 326 Wyndham Hotels recorded depreciation expense of $71 million , $68 million , and $55 million during 2019 , 2018 and 2017 , respectively, related to property and equipment. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of: As of December 31, 2019 2018 Accrued payroll and related expenses $ 83 $ 109 Accrued loyalty program liabilities 56 54 Accrued self-insurance liabilities 29 15 Accrued taxes payable 17 15 Accrued professional expenses 12 7 Due to former Parent 10 11 Performance guarantee liability (Note 13) 10 9 Accrued restructuring (Note 16) 8 — Accrued legal settlements (Note 13) 7 25 Accrued interest 6 6 Accrued separation expenses 5 19 Accrued marketing expenses 5 8 Operating lease liabilities (Note 18) 5 — La Quinta tax liability (Note 5) — 205 Other 26 19 $ 279 $ 502 |
Long-Term Debt and Borrowing Ar
Long-Term Debt and Borrowing Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Borrowing Arrangements | 11. LONG-TERM DEBT AND BORROWING ARRANGEMENTS The Company’s indebtedness consisted of: As of December 31, 2019 2018 Long-term debt: (a) Amount Weighted Average Rate (b) Amount Weighted Average Rate (b) $750 million revolving credit facility (due May 2023) $ — $ — Term loan (due May 2025) 1,568 4.00 % 1,582 4.25 % Senior unsecured notes (due April 2026) 494 5.38 % 494 5.38 % Finance leases 60 4.50 % 65 4.50 % Total long-term debt 2,122 2,141 Less: Current portion of long-term debt 21 21 Long-term debt $ 2,101 $ 2,120 _____________________ (a) The carrying amount of the term loan and senior unsecured notes are net of deferred debt issuance costs of $18 million and $21 million as of December 31, 2019 and 2018 , respectively. (b) Weighted average interest rate based on year-end balances, including the effects from hedging. Maturities and capacity The Company’s outstanding debt as of December 31, 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 22 Thereafter 2,016 Total $ 2,122 As of December 31, 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 Long-term debt $750 million Revolving Credit Facility . During May 2018, the Company entered into an agreement for a $750 million revolving credit facility expiring in May 2023. This facility is subject to an interest rate per annum equal to, at Wyndham Hotels’ option, either a base rate plus a margin ranging from 0.50% to 1.00% or LIBOR plus a margin ranging from 1.50% to 2.00% , in either case based upon the total leverage ratio of the Company and its restricted subsidiaries. In addition, Wyndham Hotels will pay a commitment fee on the unused portion of the revolving credit facility of 0.20% per annum. $1.6 billion Term Loan Agreement . During May 2018, the Company entered a credit agreement for a $1.6 billion term loan (the “Term Loan”) expiring in May 2025. The interest rate per annum applicable to the Term Loan is equal to, at the Company’s option, either a base rate plus a margin of 0.75% or LIBOR plus a margin of 1.75% . The LIBOR rate with respect to the Term Loan is subject to a “floor” of 0.00% . The Term Loan began amortizing in equal quarterly installments beginning in the fourth quarter of 2018 in aggregate annual amounts equal to 1.00% of the original principal amount thereof. The Term Loan is subject to standard mandatory prepayment provisions including (i) 100% of the net cash proceeds from issuances or incurrence of debt by Wyndham Hotels or any of its restricted subsidiaries (other than with respect to certain permitted indebtedness); (ii) 100% (with step-downs to 50% and 0% based upon achievement of specified first-lien leverage ratios) of the net cash proceeds from certain sales or other dispositions of assets by Wyndham Hotels or any of its restricted subsidiaries in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions; and (iii) 50% (with step-downs to 25% and 0% based upon achievement of specified first-lien leverage ratios) of annual (commencing with the 2019 fiscal year) excess cash flow of Wyndham Hotels and its restricted subsidiaries, subject to customary exceptions and limitations. The revolving credit facility and term loan (the “Credit Facilities”) are guaranteed, jointly and severally, by certain of Wyndham Hotels’ wholly-owned domestic subsidiaries and secured by a first-priority security interest in substantially all of the assets of Wyndham Hotels and those subsidiaries. The Credit Facilities were initially guaranteed by Wyndham Worldwide, which guarantee was released immediately prior to the consummation of the spin-off. The Credit Facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, Wyndham Hotels, Inc. and its restricted subsidiaries’ ability to grant liens on Wyndham Hotels and its restricted subsidiaries’ assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations and pay certain dividends and other restricted payments. The Credit Facilities require Wyndham Hotels to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum first-lien leverage ratio. Subject to customary conditions and restrictions, Wyndham Hotels may obtain incremental term loans and/or revolving loans in an aggregate amount not to exceed (i) the greater of $550 million and 100% of EBITDA, plus (ii) the amount of all voluntary prepayments and commitment reductions under the Credit Facilities, plus (iii) additional amounts subject to certain leverage-based ratio tests. The Credit Facilities also contain certain customary events of default, including, but not limited to: (i) failure to pay principal, interest, fees or other amounts under the Credit Facilities when due, taking into account any applicable grace period; (ii) any representation or warranty proving to have been incorrect in any material respect when made; (iii) failure to perform or observe covenants or other terms of the Credit Facilities subject to certain grace periods; (iv) a cross-default and cross-acceleration with certain other material debt; (v) bankruptcy events; (vi) certain defaults under ERISA; and (vii) the invalidity or impairment of security interests. 5.375% Senior Unsecured Notes . In April 2018, the Company issued $500 million of senior unsecured notes, which mature in 2026 and bear interest at a rate of 5.375% per year, for net proceeds of $493 million . Interest is payable semi-annually in arrears on October 15 and April 15 of each year, commencing on October 15, 2018. The Company used the net cash proceeds from the notes to reduce debt due to former Parent. Finance Lease . In connection with the Company’s separation from Wyndham Worldwide, Wyndham Hotels was assigned the lease for its corporate headquarters located in Parsippany, New Jersey from its former Parent, which resulted in the Company recording a finance lease obligation and asset of $66 million and $43 million , respectively. Deferred debt issuance costs The Company classifies deferred debt issuance costs related to its revolving credit facility within other non-current assets on the Consolidated Balance Sheets. Such deferred debt issuance costs were $4 million and $5 million as of December 31, 2019 and 2018 , respectively. Cash flow hedge In 2018, the Company hedged a portion of its $1.6 billion term loan. As of December 31, 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 expires in June 2024 and has a weighted average fixed rate of 2.54% and $500 million expires in December 2021 and has a weighted average fixed rate of 2.40% . The variable rates of the swap agreements are based on one-month LIBOR. The aggregate fair value of these interest rate swaps was a $34 million and $5 million liability as of December 31, 2019 and 2018 , respectively, which was included within other non-current liabilities on the Consolidated Balance Sheets. The effect of interest rate swaps on interest expense, net on the Consolidated and Combined Statements of Income were $3 million and $2 million of expense during 2019 and 2018, respectively. There was no hedging ineffectiveness recognized in 2019 or 2018. The Company expects to reclassify approximately $10 million from AOCI to interest expense during the next 12 months. Interest expense, net Wyndham Hotels incurred interest expense of $104 million , $67 million and $7 million in 2019 , 2018 and 2017 , respectively. Cash paid related to such interest was $100 million and $56 million for 2019 and 2018 , respectively. Interest income was $4 million , $7 million and $1 million for 2019 , 2018 and 2017 , respectively. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 12. 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: December 31, 2019 Carrying Amount Estimated Fair Value Debt Total debt $ 2,122 $ 2,179 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. The Company estimates the fair value of its derivatives using Level 2 inputs. 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. Foreign currency risk The Company has 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 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. Losses recognized in income from freestanding foreign currency exchange contracts were $1 million for 2019 and $2 million for 2018 and 2017. As required, the Company began accounting for Argentina as a highly inflationary economy as of July 1, 2018. The Company incurred foreign currency exchange losses related to Argentina of $5 million and $3 million during 2019 and 2018 , respectively. Such losses are included in operating expenses in the 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. Market risk The Company is subject to risks relating to the geographic concentration of its hotel properties, which may result in the Company's results of operations being more sensitive to local and regional economic conditions and other factors, including competition, natural disasters and economic downturns, than the Company's results of operations would be, absent such geographic concentrations. Local and regional economic conditions and other factors may differ materially from prevailing conditions in other parts of the world. Excluding cost reimbursement revenues, which are offset by cost reimbursement expense, revenues from transactions in the states of Texas and Florida as a percent of U.S. revenues were approximately 10% and 20% , respectively, during 2019 and 10% and 18% , respectively, during 2018. Revenues in the state of Florida include license and other fees from the Company's former Parent. Excluding these revenues, revenues in the state of Florida as a percent of U.S. revenues were 10% during 2019 and 2018. During 2019 and 2018, the Company had one customer which accounted for 26% and 22% , respectively, of revenues. Excluding cost reimbursement revenues, which are offset by cost reimbursement expenses, such customer accounted for 10% and 6% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. 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. Along with many of its competitors, the Company and/or certain of its subsidiaries have been named as defendants in litigation matters filed in state and federal courts, alleging statutory and common law claims related to purported incidents of sex trafficking at certain franchised and managed hotel facilities. These matters are in the pleading or discovery stages at this time. As of December 31, 2019, the Company is aware of approximately 30 cases filed naming the Company and/or subsidiaries. Based upon the status of these matters, the Company has not made a determination as to the likelihood of loss of any one of these matters and is unable to estimate a range of losses at this time. 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 $7 million and $25 million as of December 31, 2019 and December 31, 2018 . The Company also had receivables of $2 million and $21 million as of December 31, 2019 and 2018 , respectively, for certain matters which are covered by insurance and were included in other current assets on its 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 December 31, 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 had previously 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 was 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. During 2019, the Company determined it would exit two unprofitable hotel-management agreements initiated in 2012 and 2013. One such agreement covered eight hotel properties. The Company paid $35 million in the fourth quarter of 2019 to terminate this agreement effective January 1, 2020. Upon the effective date of this agreement, the Company will no longer be required to fund any operating shortfalls under the guarantee agreement. In connection with such hotel-management agreement, the Company had a $10 million liability as of December 31, 2019, which was included in accrued expenses and other current liabilities on the Consolidated Balance Sheet that is expected to be paid in the first quarter of 2020. The other agreement was initiated in 2013 and covered 22 hotel properties. In conjunction with this management agreement, which was subject to recapture provisions, the Company’s guarantee obligations have been exhausted, and in the third quarter of 2019, the Company elected not to support further out-of-pocket payments by its subsidiary to the hotels’ owner. The Company expected 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 during the third quarter of 2019, $48 million of receivables became fully impaired and were written off. 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 Consolidated Statement of Income. The Company entered into an agreement effective October 31, 2019, which terminated the operating performance guarantees. As of December 31, 2019 , the Company only had one remaining performance guarantee. The maximum potential amount of future payments that may be made under this guarantee was $20 million with an annual cap of $5 million . This guarantee has a remaining life of approximately four years and is subject to recapture provisions in the event that future operating results exceed targets. To reflect these recapture provisions, the Company had a receivable of $5 million as of December 31, 2019, of which $1 million was included in other current assets and $4 million was included in other non-current assets on its Consolidated Balance Sheet. Such receivable was the result of payments made to date that were subject to recapture and which the Company believes will be recoverable from future operating performance. As of December 31, 2018 , in connection with all three of the then-existing performance guarantees, 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 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 Consolidated Balance Sheet. 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 , $1 million and $2 million for 2019 , 2018 and 2017 , respectively. Additionally, 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 Consolidated Balance Sheet, for guarantees subject to recapture provisions. The Company also had receivables of $21 million for deferred hotel management fees which were included within other non-current assets on the Consolidated Balance Sheets and were fully offset by $21 million of deferred hotel management fees which were included within deferred revenues on the Consolidated Balance Sheets. These amounts were fully written off in 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 (“Buyer”). 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. Such post-closing credit support may be enforced or called upon if the European vacation rentals business fails to meet its primary obligation to pay certain amounts when due. The European vacation rentals business has provided an indemnity to Wyndham Destinations in the event that the post-closing credit support is enforced or called upon. 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. The table below summaries the post-closing credit support guarantees related to the sale of the European Vacation Rentals business, the fair values of such guarantees and the receivables from its former Parent representing two-thirds of such guarantees at December 31, 2019: Guarantees Fair Value of Guarantees Receivable from former Parent Post-closing credit support at time of sale $ 81 $ 39 $ 26 Additional post-closing credit support 46 22 15 Total $ 127 $ 61 $ 41 The fair value of the guarantees were $61 million and $62 million as of December 31, 2019 and 2018, respectively, and were included in other non-current liabilities on the Consolidated Balance Sheets. In connection with these guarantees the Company had receivables from its former Parent of $41 million as of December 31, 2019 and 2018, which were included in other non-current assets on its Consolidated Balance Sheets. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. 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 (“SSARs”), 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 (“Stock Plan”), which became effective on May 14, 2018, a maximum of 10.0 million shares of common stock may be awarded. As of December 31, 2019 , 6.8 million shares remained available. Incentive equity awards granted by the Company During 2019, Wyndham Hotels’ Board 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 year ended December 31, 2019 consisted of the following: RSUs PSUs Number of Weighted Number Weighted Balance as of December 31, 2018 0.5 $ 61.31 — $ — Granted (a) 0.6 52.19 0.1 52.44 Vested (0.1 ) 61.24 — — Canceled (0.2 ) 57.37 — — Balance as of December 31, 2019 0.8 (b) $ 55.75 0.1 (c) $ 52.44 _____________________ (a) Represents awards granted by the Company primarily in February 2019. (b) RSUs outstanding as of December 31, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $34 million, which is expected to be recognized over a weighted average period of 2.9 years . (c) PSUs outstanding as of December 31, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $2 million, which is expected to be recognized over a weighted average period of 2.3 years . The activity related to stock options granted by the Company for the year ended December 31, 2019 consisted of the following: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2018 0.5 $ 61.40 Granted 0.5 52.44 Exercised — — Canceled (0.1 ) 57.93 Expired — — Outstanding as of December 31, 2019 0.9 $ 56.96 6.8 $ 5 Unvested as of December 31, 2019 0.8 (a) $ 56.22 7.0 $ 5 Exercisable as of December 31, 2019 0.1 $ 61.40 5.2 $ — _____________________ (a) Unvested options as of December 31, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $6 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 during 2019 and 2018 were estimated 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 2018 Grant date fair value $10.46 $11.72 Grant date strike price $52.44 $61.40 Expected volatility 22.24% 22.72% Expected life 6.25 years 4.25 years Risk-free interest rate 2.63% 2.73% Projected dividend yield 2.21% 1.63% Incentive equity award modification In August 2017, in conjunction with the anticipated spin-off of Wyndham Hotels, the Wyndham Worldwide Board approved certain modifications to the incentive equity awards granted by Wyndham Worldwide. Such modifications were contingent upon the spin-off becoming probable. On May 9, 2018, Wyndham Worldwide’s Board approved the spin-off of Wyndham Hotels, resulting in an accelerated vesting of 0.4 million RSUs and 0.1 million PSUs for all outstanding equity awards granted prior to 2018. Stock-based compensation expense Stock-based compensation expense was $20 million , $45 million and $11 million for 2019 , 2018 and 2017 , respectively. For 2019 and 2018, $4 million and $36 million , respectively, was recorded within separation-related costs on the Consolidated and Combined Statements of Income. In 2018, separation-related costs included $15 million of expense as a result of the modification of the Stock Plan. Further, in 2019, $1 million was recorded within restructuring expense on the Consolidated and Combined Statements of Income. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 15. 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 items (acquisition-, disposition- or separation-related), foreign currency impacts of highly inflationary countries, stock-based compensation expense and income taxes. Wyndham Hotels believes that adjusted EBITDA is a useful measure of performance for its segments which, when considered with U.S. GAAP measures, allows a more complete understanding of its operating performance. Wyndham Hotels uses these measures internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Wyndham Hotels’ presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Hotel Franchising Hotel Management Corporate and Other (a) Total Year Ended or as of December 31, 2019 Net revenues $ 1,279 $ 768 $ 6 $ 2,053 Adjusted EBITDA 622 66 (75 ) 613 Depreciation and amortization 72 26 11 109 Segment assets 3,817 500 216 4,533 Capital expenditures 35 8 7 50 Year Ended or as of December 31, 2018 Net revenues $ 1,135 $ 726 $ 7 $ 1,868 Adjusted EBITDA 515 47 (55 ) 507 Depreciation and amortization 72 21 6 99 Segment assets 3,829 580 567 4,976 Capital expenditures 43 27 3 73 Year Ended or as of December 31, 2017 Net revenues $ 897 $ 383 $ — $ 1,280 Adjusted EBITDA 402 21 (40 ) 383 Depreciation and amortization 59 16 — 75 Segment assets 1,727 400 10 2,137 Capital expenditures 35 11 — 46 _____________________ (a) Includes the elimination of transactions between segments. Provided below is a reconciliation of net income to adjusted EBITDA. Year Ended December 31, 2019 2018 2017 Net income $ 157 $ 162 $ 230 Provision for income taxes 50 61 13 Depreciation and amortization 109 99 75 Interest expense, net 100 60 6 Stock-based compensation expense 15 9 11 Impairment, net 45 — 41 Contract termination costs 42 — — Transaction-related expenses, net 40 36 3 Separation-related expenses 22 77 3 Transaction-related item 20 — — Restructuring costs 8 — 1 Foreign currency impact of highly inflationary countries 5 3 — Adjusted EBITDA $ 613 $ 507 $ 383 The geographic segment information provided below is classified based on the geographic location of Wyndham Hotels’ subsidiaries. United States All Other Countries (a) Total Year Ended or As of December 31, 2019 Net revenues $ 1,805 $ 248 $ 2,053 Net long-lived assets 3,619 173 3,792 Year Ended or As of December 31, 2018 Net revenues $ 1,641 $ 227 $ 1,868 Net long-lived assets 3,681 179 3,860 Year Ended or As of December 31, 2017 Net revenues $ 1,066 $ 214 $ 1,280 Net long-lived assets 1,431 185 1,616 _____________________ (a) Includes U.S. territories. |
Other Expenses and Charges
Other Expenses and Charges | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Separation-Related and Transaction-Related Costs, Impairments and Other Charges | 16. OTHER EXPENSES AND CHARGES CorePoint agreement In October 2019, the Company entered into an agreement with CorePoint, a franchisee with which the Company also has hotel-management agreements, to resolve open issues between the two companies. As part of the agreement, the Company recorded a $20 million fee credit for past services in 2019, representing payments Wyndham is required to make to CorePoint pursuant to the agreement. Such charge is reflected as a reduction to hotel management revenues on the Consolidated and Combined Statements of Income. In addition, the two companies also agreed to finalize outstanding tax matters related to Wyndham’s acquisition of La Quinta. As a result, Wyndham also recorded a $7 million charge in 2019 related to the resolution of the tax matters, which is reflected in transaction-related costs on the Consolidated and Combined Statements of Income. The Company paid $18 million to CorePoint in 2019 related to such charges; the remaining amounts are expected to be paid primarily in 2020. Impairment, net During 2019, the Company incurred a non-cash net impairment charge of $45 million associated with the termination of a hotel-management arrangement which contained operating performance guarantees and covered 22 hotel properties. The charge 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 13 - Commitments and Contingencies for further details. During 2017, Wyndham Hotels recorded $41 million of non-cash impairment charges, of which $25 million was for a write-down of a guarantee asset and a development advance note receivable related to a hotel management agreement, and $16 million was primarily related to a partial write-down of management agreement assets. Such amount was recorded within impairment expense on the Consolidated and Combined Statements of Income. Contract termination During 2019, the Company incurred contract termination charges of $42 million . The Company entered into an agreement to terminate a hotel-management agreement which contained operating performance guarantees and covered eight hotel properties. In conjunction with this termination, the Company incurred a contract termination charge of $34 million . In addition, the Company incurred a contract termination charge of $8 million in connection with an indemnification obligation associated with the termination of a hotel-management agreement and an associated lease. As of December 31, 2019, the Company had an $8 million liability related to such charge which was included in accrued expenses and other current liabilities on its Consolidated Balance Sheet. See Note 13 - Commitments and Contingencies for further details. Separation-related The Company incurred separation-related costs associated with its spin-off from Wyndham Worldwide of $22 million and $77 million for the years ended December 31, 2019 and 2018 , respectively. These costs primarily consist of severance, stock-based compensation and other employee-related costs. Transaction-related, net The Company incurred $40 million of transaction-related expenses during the year ended December 31, 2019 , which were primarily related to integration activities for the acquisition of La Quinta and includes $7 million associated with the resolution of certain tax matters discussed above. During 2018, the Company incurred $36 million of transaction-related expenses consisting of $59 million primarily related to the Company’s acquisition of La Quinta partially offset by a $23 million gain on the sale of its Knights Inn brand in May 2018. This sale was not material to the Company’s results of operations or financial position. Restructuring During 2019, Wyndham Hotels recorded $8 million of charges related to restructuring initiatives, primarily focused on enhancing its organizational efficiency and rationalizing its operations. These initiatives resulted in a reduction of 58 employees and are comprised of employee separation costs. The charges are recorded primarily to the Corporate and Other segment. During 2019, Wyndham Hotels made no material cash payments related to this initiative. The remaining liability of $8 million as of December 31, 2019 is expected to be paid by the end of 2020. During 2017, Wyndham Hotels recorded $1 million of charges related to restructuring initiatives, primarily focused on realigning its brand operations. These initiatives resulted in a reduction of 12 employees. During 2017, Wyndham Hotels made $1 million of cash payments related to this initiative. Other charges During 2017, Wyndham Hotels recorded a $20 million write-down of property and equipment related to damage sustained from Hurricane Maria at its owned Rio Mar hotel in Puerto Rico. The property damage was fully recoverable through insurance coverage, the proceeds of which were received in 2017 and 2018. |
Transactions With Former Parent
Transactions With Former Parent | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Transactions With Former Parent | 17. TRANSACTIONS WITH FORMER PARENT Wyndham Hotels has a number of arrangements with its former Parent for services provided between both parties as described below. License agreement and other agreements 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 $6 million and $7 million of revenues during 2019 and 2018 , respectively, which are reported within other revenues on the Consolidated and Combined Statements of Income. In addition, Wyndham Hotels recorded revenues from Wyndham Destinations in the amount of $113 million , $84 million and $59 million for a license, development and non-competition agreement and $18 million , $21 million and $16 million for activities associated with the Wyndham Rewards program during 2019 , 2018 and 2017 , respectively. Such fees are recorded within license and other revenues from former Parent on the Consolidated and Combined Statements of Income. Wyndham Hotels also incurred $8 million of expense during 2019 as a result of an indemnification obligation to Wyndham Destinations related to the termination of a hotel-management agreement and an associated lease. Such expense is recorded within contract termination expenses on the 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. The Consolidated and Combined Financial Statements do not reflect the effect of these new and/or revised agreements for periods prior to the spin-off. 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 $22 million and $24 million as of December 31, 2019 and 2018 , respectively, which were included within other non-current liabilities. The Company also had a $2 million and $11 million liability due to its former Parent which was included within current liabilities on its Consolidated Balance Sheets as of December 31, 2019 and 2018 , respectively. In addition, the Company had $4 million and $44 million of tax-related receivables due from former Parent as of December 31, 2019 and 2018 , respectively, which were included within current assets on its Consolidated Balance Sheets. During 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 Consolidated and Combined Statement of Cash Flows. Wyndham Worldwide’s sale of its European Vacation Rentals business 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 2019. Such amount was included within capital contribution from former Parent on the Company’s Consolidated and Combined Statement of Cash Flows. During 2019, the Buyer notified Wyndham Destinations of certain proposed post-closing adjustments of approximately $44 million which could serve to reduce the net consideration received from the sale of the European Vacation Rentals business. While Wyndham Destinations intends to vigorously dispute these proposed adjustments, at this time the Company cannot reasonably estimate the probability or amount of the potential liability owed to the Buyer, if any. Any actual liability would be split one-third and two-thirds between the Company and Wyndham Destinations, respectively. As such, the Company’s exposure to this post-closing adjustment could be up to $15 million . Cash management Former Parent used a centralized cash management process. Prior to 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 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 Consolidated and Combined Statements of former Parent’s Net Investment were as follows: Year Ended December 31, 2018 2017 Cash pooling and general financing activities $ (110 ) $ (227 ) Indirect general corporate overhead allocations 12 35 Corporate allocations for shared services 13 29 Stock-based compensation allocations 20 11 Income taxes 27 93 Net transfers to former Parent (38 ) (59 ) Contribution of subsidiary borrowings due to former Parent 197 — Capital contribution from former Parent 106 — Dividend to former Parent (109 ) — Other contributions from former Parent, net 66 — Net contributions from former Parent 260 $ — Net transfers to and net contribution from former Parent $ 222 $ (59 ) Services provided by former Parent Prior to the Company's spin-off, Wyndham Hotels’ 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 2018 and 2017, Wyndham Hotels was charged $13 million and $29 million , respectively, for such services, which were included in operating and general and administrative expenses in Wyndham Hotels’ 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 and $35 million of expenses for indirect general corporate overhead from former Parent during 2018 and 2017, respectively, which are included in general and administrative expenses within its 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 and $3 million for insurance during 2018 and 2017, respectively, which was included in the 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 and $6 million during 2018 and 2017, respectively. Subsequent to the Company's spin-off, Wyndham Hotels administers and maintains its own defined contribution savings plans and deferred compensation plan. The Company’s cost for these plans was $10 million and $4 million during 2019 and 2018 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 18. 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 a $12 million operating right-of-use asset and a corresponding operating lease liability. Under the prior accounting standard for leases, the Company already had $41 million of assets and $59 million of liabilities related to finances leases reflected on the Company’s Consolidated Balance Sheet as of December 31, 2018. 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 Consolidated Balance Sheet. Classification on the Balance Sheet December 31, 2019 Assets Operating lease assets Other non-current assets $ 29 Finance lease assets Property and equipment, net 37 Total lease assets $ 66 Liabilities Current Operating lease liabilities Accrued expenses and other current liabilities $ 5 Finance lease liabilities Current portion of long-term debt 5 Non-current Operating lease liabilities Other non-current liabilities 24 Finance lease liabilities Long-term debt 55 Total lease liabilities $ 89 During 2019, the Company entered into new leases related to its corporate headquarters and call center, which resulted in an increase of $22 million in both operating lease assets and lease liabilities. The table below presents the remaining lease term and discount rates for finance and operating leases. December 31, 2019 Weighted-average remaining lease term Operating leases 7.9 years Finance leases 9.7 years Weighted-average discount rate Operating leases 4.7 % Finance leases 4.5 % 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 Consolidated Balance Sheet as of December 31, 2019 . Operating Leases Finance Leases 2020 $ 6 $ 7 2021 5 7 2022 4 7 2023 3 7 2024 3 7 Thereafter 14 39 Total minimum lease payments 35 74 Less: amount of lease payments representing interest 6 14 Present value of future minimum lease payments 29 60 Less: current obligations under leases 5 5 Long-term lease obligations $ 24 $ 55 Other information During 2019 , the Company made cash payments totaling $9 million related to its operating and finance leases which was included within operating activities, and $5 million of cash payments related to its finance leases which was included within financing activities on the Consolidated Statement of Cash Flows. During 2019 , the Company incurred finance lease expense of $5 million and $3 million for amortization of right-of-use assets and interest expense, respectively, and incurred $6 million of expense related to its operating leases. Under the prior accounting standard for leases, the Company incurred total rent expense of $8 million and $5 million during 2018 and 2017, respectively. |
Leases | 18. 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 a $12 million operating right-of-use asset and a corresponding operating lease liability. Under the prior accounting standard for leases, the Company already had $41 million of assets and $59 million of liabilities related to finances leases reflected on the Company’s Consolidated Balance Sheet as of December 31, 2018. 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 Consolidated Balance Sheet. Classification on the Balance Sheet December 31, 2019 Assets Operating lease assets Other non-current assets $ 29 Finance lease assets Property and equipment, net 37 Total lease assets $ 66 Liabilities Current Operating lease liabilities Accrued expenses and other current liabilities $ 5 Finance lease liabilities Current portion of long-term debt 5 Non-current Operating lease liabilities Other non-current liabilities 24 Finance lease liabilities Long-term debt 55 Total lease liabilities $ 89 During 2019, the Company entered into new leases related to its corporate headquarters and call center, which resulted in an increase of $22 million in both operating lease assets and lease liabilities. The table below presents the remaining lease term and discount rates for finance and operating leases. December 31, 2019 Weighted-average remaining lease term Operating leases 7.9 years Finance leases 9.7 years Weighted-average discount rate Operating leases 4.7 % Finance leases 4.5 % 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 Consolidated Balance Sheet as of December 31, 2019 . Operating Leases Finance Leases 2020 $ 6 $ 7 2021 5 7 2022 4 7 2023 3 7 2024 3 7 Thereafter 14 39 Total minimum lease payments 35 74 Less: amount of lease payments representing interest 6 14 Present value of future minimum lease payments 29 60 Less: current obligations under leases 5 5 Long-term lease obligations $ 24 $ 55 Other information During 2019 , the Company made cash payments totaling $9 million related to its operating and finance leases which was included within operating activities, and $5 million of cash payments related to its finance leases which was included within financing activities on the Consolidated Statement of Cash Flows. During 2019 , the Company incurred finance lease expense of $5 million and $3 million for amortization of right-of-use assets and interest expense, respectively, and incurred $6 million of expense related to its operating leases. Under the prior accounting standard for leases, the Company incurred total rent expense of $8 million and $5 million during 2018 and 2017, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income/(Loss) (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Statement of Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | 19. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) The components of AOCI are as follows: Net of Tax Foreign Currency Translation Adjustments Cash Flow Hedges Accumulated Other Comprehensive Income/(Loss) Balance as of December 31, 2016 $ — $ — $ — Period change 5 — 5 Balance as of December 31, 2017 5 — 5 Period change (9 ) (4 ) (13 ) Balance as of December 31, 2018 (4 ) (4 ) (8 ) Period change 3 (22 ) (19 ) Balance as of December 31, 2019 $ (1 ) $ (26 ) $ (27 ) |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Provided below are selected unaudited quarterly financial data for the periods ended: 2019 March 31 June 30 September 30 December 31 Net revenues Hotel Franchising $ 269 $ 331 $ 379 $ 300 Hotel Management 197 201 180 190 Corporate and Other 2 1 1 2 Total Company 468 533 560 492 Total expenses 418 471 469 389 Operating income 50 62 91 103 Interest expense, net 24 26 25 25 Income before income taxes 26 36 66 78 Provision for income taxes 5 10 21 14 Net income $ 21 $ 26 $ 45 $ 64 Diluted earnings per share $ 0.22 $ 0.27 $ 0.47 $ 0.68 Diluted weighted average shares outstanding 98.2 97.4 96.3 95.0 Reconciliation of net income to adjusted EBITDA Net income $ 21 $ 26 $ 45 $ 64 Provision for income taxes 5 10 21 14 Depreciation and amortization 29 27 26 28 Interest expense, net 24 26 25 25 Stock-based compensation expense 3 4 4 4 Impairment, net — 45 — — Contract termination costs — 9 34 (1 ) Transaction-related expenses, net 7 11 12 10 Separation-related expenses 21 1 — — Transaction-related item — — 20 — Restructuring — — — 8 Foreign currency impact of highly inflationary countries 1 — 3 1 Adjusted EBITDA $ 111 $ 159 $ 190 $ 153 Adjusted EBITDA by segment Hotel Franchising $ 113 $ 162 $ 195 $ 151 Hotel Management 16 16 13 21 Corporate and Other (18 ) (19 ) (18 ) (19 ) Total adjusted EBITDA $ 111 $ 159 $ 190 $ 153 2018 March 31 June 30 September 30 December 31 Net revenues Hotel Franchising $ 203 $ 289 $ 348 $ 295 Hotel Management 99 146 252 229 Corporate and Other — — 4 3 Total Company 302 435 604 527 Total expenses 246 396 499 445 Operating income 56 39 105 82 Interest expense, net 1 10 24 25 Income before income taxes 55 29 81 57 Provision for income taxes 16 8 23 14 Net income $ 39 $ 21 $ 58 $ 43 Diluted earnings per share $ 0.40 $ 0.21 $ 0.58 $ 0.43 Diluted weighted average shares outstanding 99.8 100.0 100.1 99.2 Reconciliation of net income to adjusted EBITDA Net income $ 39 $ 21 $ 58 $ 43 Provision for income taxes 16 8 23 14 Depreciation and amortization 19 22 30 29 Interest expense, net 1 10 24 25 Stock-based compensation expense 3 1 3 2 Transaction-related expenses, net 2 28 7 (1 ) Separation-related expenses 12 35 17 14 Foreign currency impact of highly inflationary countries — — 4 (1 ) Adjusted EBITDA $ 92 $ 125 $ 166 $ 125 Adjusted EBITDA by segment Hotel Franchising $ 86 $ 129 $ 178 $ 122 Hotel Management 16 8 5 18 Corporate and Other (10 ) (12 ) (17 ) (15 ) Total adjusted EBITDA $ 92 $ 125 $ 166 $ 125 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | All intercompany balances and transactions have been eliminated in the Consolidated and Combined Financial Statements. Wyndham Hotels’ 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. Principles of consolidation When evaluating an entity for consolidation, the Company first determines whether an entity is within the scope of the guidance for consolidation of variable interest entities (“VIEs”) and if it is deemed to be a VIE. If the entity is considered to be a VIE, Wyndham Hotels determines whether it would be considered the entity’s primary beneficiary. The Company consolidates those VIEs for which it has determined that it is the primary beneficiary. Wyndham Hotels will consolidate an entity not deemed a VIE upon a determination that it has a controlling financial interest. For entities where Wyndham Hotels does not have a controlling financial interest, the investments in such entities are classified as available-for-sale securities or accounted for using the equity or cost method, as appropriate. |
Basis of Accounting | The accompanying Consolidated and Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Consolidation | All intercompany balances and transactions have been eliminated in the Consolidated and Combined Financial Statements. Wyndham Hotels’ 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. Principles of consolidation When evaluating an entity for consolidation, the Company first determines whether an entity is within the scope of the guidance for consolidation of variable interest entities (“VIEs”) and if it is deemed to be a VIE. If the entity is considered to be a VIE, Wyndham Hotels determines whether it would be considered the entity’s primary beneficiary. The Company consolidates those VIEs for which it has determined that it is the primary beneficiary. Wyndham Hotels will consolidate an entity not deemed a VIE upon a determination that it has a controlling financial interest. For entities where Wyndham Hotels does not have a controlling financial interest, the investments in such entities are classified as available-for-sale securities or accounted for using the equity or cost method, as appropriate. |
Use of Estimate | Use of estimates and assumptions The preparation of the Consolidated and Combined Financial Statements requires Wyndham Hotels to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Consolidated and Combined Financial Statements and accompanying notes. Although these estimates and assumptions are based on Wyndham Hotels’ knowledge of current events and actions Wyndham Hotels may undertake in the future, actual results may ultimately differ from estimates and assumptions. |
Loyalty Programs | Loyalty program The Company operates the Wyndham Rewards loyalty program. Loyalty members primarily accumulate points by staying in hotels operated under one of the Company’s brands. Wyndham Rewards members may also accumulate points by purchasing everyday services and products with their co-branded credit card. The Company earns revenue from these programs (i) when a member stays at a participating hotel, club resort or vacation rental from a fee charged by Wyndham Hotels to the franchisee, which is based upon a percentage of room revenues generated from such stay which the Company recognizes, net of redemptions, over time based upon loyalty point redemption patterns, including an estimate of loyalty points that will expire or will never be redeemed, and (ii) based upon a percentage of the member’s spending on the co-branded credit cards for which revenues are paid to Wyndham Hotels by third-party issuing banks which the Company primarily recognizes over time based upon the redemption patterns of the loyalty points earned under the program, including an estimate of loyalty points that will expire or will never be redeemed. As members earn points through the loyalty program, the Company records a liability for the estimated future redemption costs, which is calculated based on (i) an estimated cost per point and (ii) an estimated redemption rate of the overall points earned, which is determined with the assistance of a third-party actuarial firm through historical experience, current trends and the use of an actuarial analysis. The Company estimates the value of the future redemption obligations by projecting the timing of future point redemptions based on historical levels, including an estimate of the points that will expire or never be redeemed, and an estimate of the points members will eventually redeem. The recorded liability related to the program totals $90 million and $89 million as of December 31, 2019 and 2018 , respectively, of which $56 million and $54 million, respectively, are included in accrued expenses and other current liabilities, and $34 million and $35 million, respectively, are included in other non-current liabilities on the Company's Consolidated Balance Sheets. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Valuation of Accounts Receivable | Valuation of accounts receivable |
Advertising Expense | Advertising expense Advertising costs are generally expensed in the period incurred. Advertising expenses, which are primarily recorded within marketing and reservation expenses on the Consolidated and Combined Statements of Income, were $115 million , $92 million and $61 million in 2019 , 2018 and 2017 , respectively. |
Property and Equipment | Property and equipment Property and equipment (including leasehold improvements) are recorded at cost, and presented net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization on the Consolidated and Combined Statements of Income, is computed utilizing the straight-line method over the lesser of the lease terms or estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed utilizing the straight-line method over the lesser of the estimated benefit period of the related assets or the lease terms. Useful lives are generally 30 years for buildings, up to 20 years for building and leasehold improvements and from three to seven years for furniture, fixtures and equipment. The Company capitalizes the costs of software developed for internal use in accordance with the guidance for accounting for costs of computer software developed or obtained for internal use. Capitalization of software developed for internal use commences during the development phase of the project. Wyndham Hotels amortizes software developed or obtained for internal use on a straight-line basis over its estimated useful life, which is generally three to five years . Such amortization commences when the software is substantially ready for its intended use. |
Impairment of Long-Lived Assets | Impairment of long-lived assets Goodwill and other indefinite-lived intangible assets that were recorded in connection with business combinations, are reviewed annually (during the fourth quarter of each year subsequent to completing our annual forecasting process), or more frequently if circumstances indicate that the value of goodwill may be impaired, to the reporting units’ carrying values as required by the guidance. This is done either by performing a qualitative assessment or utilizing the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year, the Company can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or the Company elects to bypass the qualitative assessment, the Company would use the two-step process. The qualitative factors evaluated include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, its historical share price as well as other industry-specific considerations. The Company performed a quantitative assessment for impairment on each reporting unit’s goodwill for 2019 . Based on the results of the Company’s quantitative assessments performed during the fourth quarter of 2019, the Company determined that no impairment existed, nor does the Company believe there is a material risk of it being impaired in the near term at its (i) hotel franchising, (ii) hotel management and (iii) owned hotel reporting units. To the extent estimated market-based valuation multiples and/or discounted cash flows are revised downward, the Company may be required to write-down all or a portion of goodwill, which would adversely impact earnings. The Company also determines whether the carrying values of other indefinite-lived intangible assets are impaired on an annual basis or more frequently if indicators of potential impairment exist. Application of the other indefinite-lived intangible assets impairment test requires judgment in the assumptions underlying the approach used to determine fair value. The fair value of each other indefinite-lived intangible asset is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including anticipated market conditions, operating expense trends, estimation of future cash flows, which are dependent on internal forecasts, discount rates and estimation of long-term rates of growth. The estimates used to calculate the fair value of other indefinite-lived intangible asset change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and the other indefinite-lived intangible assets’ impairment. The Company also evaluates the recoverability of its other long-lived assets, including property and equipment and amortizable intangible assets, if circumstances indicate impairment may have occurred, pursuant to guidance for impairment or disposal of long-lived assets. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. Property and equipment are evaluated separately within each segment. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value. |
Business Combinations | Business combinations A component of the Company’s growth strategy has been to acquire and integrate businesses that complement its existing operations. The Company accounts for business combinations in accordance with the guidance for business combinations and related literature. Accordingly, the Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of purchase. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed in a business combination, the Company uses various recognized valuation methods including present value modeling and referenced market values, where available. Further, the Company makes assumptions within certain valuation techniques including discount rates and timing of future cash flows. Valuations are performed by management or external valuation specialists under management’s supervision, where appropriate. The Company believes that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. |
Income Taxes | Income taxes Prior to the Company's spin-off, current and deferred income taxes and related tax expense have been determined based on Wyndham Hotels’ stand-alone results by applying a separate return methodology, as if the Wyndham Hotels entities were separate taxpayers in the respective jurisdictions. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using currently enacted tax rates. The Company regularly reviews its deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets that the Company believes will not be ultimately realized. In performing this review, the Company makes estimates and assumptions regarding projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions may increase or decrease the Company’s valuation allowance resulting in an increase or decrease in its effective tax rate, which could materially impact the Company’s results of operations. For tax positions the Company has taken or expects to take in a tax return, it applies a more likely than not threshold, under which the Company must conclude a tax position is more likely than not to be sustained, assuming that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information, in order to recognize or continue to recognize the benefit. In determining the Company’s provision for income taxes, the Company uses judgment, reflecting its estimates and assumptions, in applying the more likely than not threshold. In January 2018, the Financial Accounting Standards Board (“FASB”) issued guidance on the accounting for tax on the global intangible low-taxed income provisions of the recently enacted tax law. These provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that the Company is allowed to make an accounting policy choice of either: (1) treating taxes due on future inclusions in taxable income as a current-period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. The Company has elected to account for any inclusions under the period cost method. |
Stock-Based Compensation | Stock-based compensation In accordance with the guidance for stock-based compensation, Wyndham Hotels measures all employee stock-based compensation awards using a fair value method and records the related expense in its Consolidated and Combined Statements of Income. Wyndham Hotels recognizes the cost of stock-based compensation awards to employees as they provide services and the expense is recognized ratably over the requisite service period. The requisite service period is the period during which an employee is required to provide services in exchange for an award. Forfeitures are recorded upon the actual employee termination for each outstanding grant. |
Derivative Instruments | Derivative instruments The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in interest rates and currency exchange rates. As a matter of policy, the Company does not use derivatives for trading or speculative purposes. All derivatives are recorded at fair value as either assets or liabilities. Changes in fair value of derivatives not designated as hedging instruments and of derivatives designated as fair value hedging instruments are recognized currently in operating income and interest expense, net in the Consolidated and Combined Statements of Income, based upon the nature of the hedged item. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments is recorded as a component of other comprehensive income. The ineffective portion is reported immediately in earnings as a component of operating or interest expense, based upon the nature of the hedged item. Amounts included in other comprehensive income are reclassified into earnings in the same period during which the hedged item affects earnings. |
Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive income/(loss) Accumulated other comprehensive income/(loss) (“AOCI”) consists of accumulated foreign currency translation adjustments and unrealized gains or losses on the Company's cash flow hedges. Foreign currency translation adjustments exclude income taxes related to indefinite investments in foreign subsidiaries. Assets and liabilities of foreign subsidiaries having non-U.S.-dollar functional currencies are translated at exchange rates at the balance sheet dates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of hedging gains or losses and taxes, are included in AOCI on the Consolidated Balance Sheets. |
Former Parent's Net Investment | Former Parent’s net investment Parent’s net investment in the Consolidated and Combined Statements of Equity represents Wyndham Worldwide’s historical net investment in Wyndham Hotels resulting from various transactions with and allocations from the former Parent. Balances due to and due from the former Parent and accumulated earnings attributable to Wyndham Hotels operations have been presented as components of former Parent’s net investment. |
Recently Issued and Adopted Accounting Pronouncements | Recently issued accounting pronouncements Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued guidance to replace the existing methodology for estimating credit losses with a methodology that reflects lifetime 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, of which the Company currently has none, 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 current processes for establishing an allowance for credit losses with the new guidance. The Company will adopt the guidance on January 1, 2020, as required, and it currently estimates such adoption will result in a pre-tax cumulative-effect adjustment to retained earnings between $8 million and $12 million . 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 guidance using the modified retrospective approach as of January 1, 2019. See Note 18 - Leases for further details. Revenue from Contracts with Customers. In May 2014, the FASB issued guidance on revenue from contracts with customers. The guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Entities had the option to apply the new guidance under a retrospective approach to each prior reporting period presented or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the statement of financial position. The Company adopted the guidance on January 1, 2018 utilizing the full retrospective transition method. This adoption primarily affected the accounting for initial franchise fees, upfront costs, marketing and reservation expenses and loyalty revenues. Specifically, under the new guidance, initial fees are recognized ratably over the life of the noncancelable period of the franchise agreement, and incremental upfront contract costs are deferred and expensed over the life of the noncancelable period of the franchise agreement. Loyalty revenues are deferred and primarily recognized over the loyalty points’ redemption pattern. Additionally, the Company no longer accrues a liability for future marketing and reservation costs when marketing and reservation revenues earned exceed costs incurred. Marketing and reservation costs incurred in excess of revenues earned continue to be expensed as incurred. Intra-Entity Transfers of Assets Other Than Inventory. In October 2016, the FASB issued guidance which requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This guidance requires the modified retrospective approach and is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted the guidance on January 1, 2018, as required, which resulted in a cumulative-effect benefit to retained earnings of $15 million . Statement of Cash Flows. In August 2016, the FASB issued guidance intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This guidance requires the retrospective transition method and is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted the guidance on January 1, 2018, as required. The impact of this new guidance resulted in payments of, and proceeds from, development advance notes being recorded within operating activities on its Consolidated and Combined Statements of Cash Flows. Such amounts were previously reported within investing activities. |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
Revenue [Policy Text Block] | The principal source of revenues from franchising hotels is ongoing royalty fees, which are typically a percentage of gross room revenues of each franchised hotel. The Company recognizes royalty fee revenues as and when the underlying sales occur. The Company also receives non-refundable initial franchise fees, which are recognized as revenues over the initial non-cancellable period of the franchise agreement, commencing when all material services or conditions have been substantially performed. This occurs when a hotel opens for business in our system or when a franchise agreement is terminated after it has been determined that the hotel will not open. The Company’s franchise agreements also require the payment of marketing and reservation fees, which are intended to reimburse the Company for expenses associated with operating an international, centralized reservation system, e-commerce channels such as the Company’s brand.com websites, as well as access to third-party distribution channels, such as online travel agents, advertising and marketing programs, global sales efforts, operations support, training and other related services. Marketing and reservation fees are recognized as revenue when the underlying sales occur. Although the Company is generally contractually obligated to spend the marketing and reservation fees it collects from franchisees, in accordance with the franchise agreements, marketing and reservations costs are expensed as incurred. The Company earns revenues from its Wyndham Rewards loyalty program when a member stays at a participating hotel, club resort or vacation rental. These revenues are derived from a fee the Company charges a franchised or managed hotel based upon a percentage of room revenues generated from a Wyndham Rewards member’s stay. These fees are to reimburse the Company for expenses associated with member redemptions and activities that are related to the administering and marketing of the program. Revenues related to the loyalty program represent variable consideration and are recognized net of redemptions over time based upon loyalty point redemption patterns, which include an estimate of loyalty points that will expire or will never be redeemed. The Company earns revenue from its Wyndham Rewards co-branded credit card program, which is primarily generated by cardholder spending and the enrollment of new cardholders. The advance payments received under the program are recognized as a contract liability. The program primarily contains two performance obligations: (i) brand performance services, for which revenue is recognized over the contract term on a straight-line basis, and (ii) issuance and redemption of loyalty points, for which revenue is recognized over time based upon the redemption patterns of the loyalty points earned under the program, including an estimate of loyalty points that will expire or will never be redeemed. The Company provides management services for hotels under management contracts, which offer hotel owners all the benefits of a global brand and a full range of management, marketing and reservation services. In addition to the standard franchise services described above, the Company’s hotel management business provides hotel owners with professional oversight and comprehensive operations support services. The Company’s standard management agreement typically has a term of 10 to 20 years. The Company’s management fees are comprised of base fees, which are typically a specified percentage of gross revenues from hotel operations, and, in some cases, incentive fees, which are typically a specified percentage of a hotel’s gross operating profit. The base fees are recognized when the underlying sales occur and the management services are performed. Incentive fees are recognized when determinable, which is when the Company has met hotel operating performance metrics and the Company has determined that a significant reversal of revenues recognized will not occur. The Company also recognizes reimbursable payroll costs for operational employees and other reimbursable costs at certain of the Company’s managed hotels as revenue. Although these costs are funded by hotel owners, accounting guidance requires the Company to report these fees on a gross basis as both revenues and expenses. Additionally, the Company recognizes occupancy taxes on a net basis. The Company recognizes license and other revenues from Wyndham Destinations for use of the “Wyndham” trademark and certain other trademarks. In addition, the Company earns revenues from its two owned hotels, which consist primarily of (i) gross room rentals, (ii) food and beverage services and (iii) on-site spa, casino, golf and shop revenues. These revenues are recognized upon the completion of services. Deferred revenues Deferred revenues, 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 revenues as of December 31, 2019 and December 31, 2018 are as follows: December 31, 2019 December 31, 2018 Deferred initial franchise fee revenues $ 136 $ 127 Deferred loyalty program revenues 86 74 Deferred co-branded credit card program revenues 34 30 Deferred hotel management fee revenues — 21 Deferred other revenues 27 21 Total $ 283 $ 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 . Practical expedients The Company has not adjusted the consideration for the effects of a significant financing component if it expects, at contract inception, that the period between when the Company satisfied the performance obligation and when the customer paid for that good or service was one year or less. For contracts with customers that were modified before the beginning of the earliest reporting period presented, the Company did not retrospectively restate the revenue associated with the contract for those modifications. Instead, it reflected the aggregate effect of all prior modifications in determining (i) the performance obligations and transaction prices and (ii) the allocation of such transaction prices to the performance obligations. 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: 2020 2021 2022 Thereafter Total Initial franchise fee revenue $ 29 $ 15 $ 14 $ 78 $ 136 Loyalty program revenue 53 21 9 3 86 Co-branded credit card program revenue 34 — — — 34 Other revenue 16 3 2 6 27 Total $ 132 $ 39 $ 25 $ 87 $ 283 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: Year Ended December 31, 2019 2018 2017 Hotel Franchising Royalties and franchise fees $ 465 $ 432 $ 355 Marketing, reservation and loyalty 559 489 369 License and other revenues from former Parent 131 111 75 Other 124 103 98 Total Hotel Franchising 1,279 1,135 897 Hotel Management Royalties and franchise fees 15 9 9 Marketing, reservation and loyalty 3 2 2 Hotel management - owned properties 89 75 78 Hotel management - managed properties 36 49 30 Cost reimbursements 623 586 264 Other 2 5 — Total Hotel Management 768 726 383 Corporate and Other 6 7 — Net revenues $ 2,053 $ 1,868 $ 1,280 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. In addition, the Company also capitalizes costs associated with the sale and installation of property management systems to the Company's franchisees, which are amortized over the remaining non-cancellable period of the franchise agreement. As of December 31, 2019 and December 31, 2018 , capitalized contract costs were $33 million and $24 million , respectively, of which $8 million in both years, were included in other current assets, and $25 million and $16 million , respectively, were included in other non-current assets on the Company's Consolidated Balance Sheets. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Accounts Receivable | The following table illustrates the Company’s allowance for doubtful accounts activity for the years ended December 31: 2019 2018 2017 Beginning Balance $ 52 $ 61 $ 77 Bad debt expense 16 8 7 Write-offs (21 ) (17 ) (23 ) Ending Balance $ 47 $ 52 $ 61 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | |
Schedule of Performance Obligations | 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: 2020 2021 2022 Thereafter Total Initial franchise fee revenue $ 29 $ 15 $ 14 $ 78 $ 136 Loyalty program revenue 53 21 9 3 86 Co-branded credit card program revenue 34 — — — 34 Other revenue 16 3 2 6 27 Total $ 132 $ 39 $ 25 $ 87 $ 283 |
Schedule of Disaggregation of Net Revenues | 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: Year Ended December 31, 2019 2018 2017 Hotel Franchising Royalties and franchise fees $ 465 $ 432 $ 355 Marketing, reservation and loyalty 559 489 369 License and other revenues from former Parent 131 111 75 Other 124 103 98 Total Hotel Franchising 1,279 1,135 897 Hotel Management Royalties and franchise fees 15 9 9 Marketing, reservation and loyalty 3 2 2 Hotel management - owned properties 89 75 78 Hotel management - managed properties 36 49 30 Cost reimbursements 623 586 264 Other 2 5 — Total Hotel Management 768 726 383 Corporate and Other 6 7 — Net revenues $ 2,053 $ 1,868 $ 1,280 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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) for the years ended December 31: 2019 2018 2017 Net income $ 157 $ 162 $ 230 Basic weighted average shares outstanding 96.5 99.5 99.8 Stock options and restricted stock units (“RSUs”) 0.1 0.3 — Diluted weighted average shares outstanding 96.6 99.8 99.8 Earnings per share: Basic $ 1.63 $ 1.62 $ 2.31 Diluted 1.62 1.62 2.31 Dividends: Cash dividends declared per share $ 1.16 $ 0.75 $ — Aggregate dividends paid to shareholders $ 112 $ 77 $ — |
Schedule of Stock Repurchase Activity | The following table summarizes stock repurchase activity under this 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 twelve months ended December 31, 2019 4.5 244 54.25 As of December 31, 2019 6.8 $ 363 $ 53.67 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Allocation of Purchase Price | . The allocation of the purchase price is summarized as follows: Amount Total consideration (a) $ 1,951 Cash withheld to repay La Quinta Holdings Inc.’s estimated tax liability (b) (240 ) Cash withheld to pay employee-related equity award liabilities (8 ) Net cash consideration 1,703 Cash escrowed from CorePoint (c) $ 985 Payment of La Quinta Holdings Inc.’s long‑term debt (c) (985 ) — — Cash utilized to repay La Quinta Holdings Inc.’s long‑term debt (d) (715 ) Net cash consideration (to shareholders of La Quinta Holdings Inc.) $ 988 Total current assets (e) $ 67 Property and equipment 17 Trademarks (f) 710 Franchise agreements (f) 260 Management contracts (f) 119 Other assets 5 Total assets acquired $ 1,178 Total current liabilities (e) $ 89 Deferred income taxes (g) 254 Long‑term debt repaid at acquisition (c) 715 Assumed tax liability (b) 240 Other liabilities 11 Total liabilities assumed 1,309 Net identifiable liabilities acquired (131 ) Goodwill (h) 1,119 Total consideration transferred $ 988 ______________________ (a) Includes additional consideration of $1 million related to a net debt adjustment paid to CorePoint during the third quarter of 2018. (b) Reflects a portion of the purchase price in which $195 million and $35 million was paid in 2019 and 2018, respectively, related to the tax liability assumed in the La Quinta acquisition. Additionally, $10 million was paid directly to CorePoint in 2019 which was reported in other, net within financing activities in the Consolidated and Combined Statements of Cash Flows. (c) As a result of a change in control provision within La Quinta’s long-term indebtedness, CorePoint deposited $985 million into an escrow account which was utilized to repay a portion of La Quinta Holdings Inc.’s existing indebtedness. (d) Reflects the portion of La Quinta Holdings Inc.’s long-term debt that was required to be paid by the Company upon a change in control. (e) The fair values of total current assets and total current liabilities are estimated to approximate their current carrying values. (f) The identifiable intangible assets consist of trademarks with an indefinite life, franchise agreements which have a weighted average life of 25 years and management agreements which have a weighted average life of 15 years . The fair valuation was performed with the assistance of a third‑party valuation firm, which included the consideration of various valuation techniques that the Company deems appropriate for the measurement of fair value of the assets acquired and liabilities assumed. The valuations of the franchise agreements and management agreements are based on a discounted cash flow method utilizing forecasted cash flows from La Quinta’s existing franchise agreements and CorePoint franchise agreements and management agreements (the “CorePoint agreements”) that are estimated to be generated over the estimated terms of such contracts. The expected cash flows projections were based on the terms of the agreements, and adjusted for inflation and the costs and expenses required to generate the revenues under such agreements. The significant assumptions that were utilized for La Quinta’s franchise agreements were: (i) forecasted gross room revenues, (ii) a franchise fee of 4.5% , tax affected, and (iii) a discount rate of 9.5% . The significant assumptions that were utilized for the CorePoint agreements were: (i) forecasted gross room revenues, (ii) franchise and management fee rates of 5.0% each, which were tax affected, and (iii) a discount rate of 9.5% and 10.5% for CorePoint franchise and management agreements, respectively. (g) The deferred tax liability primarily results from the fair value adjustments for the identifiable intangible assets. This estimate of deferred tax liabilities was determined based on the book and tax basis differences attributable to the identifiable intangible assets acquired at a combined federal and state effective tax rate. (h) The goodwill recognized in the La Quinta acquisition is not expected to be deductible for income tax purposes. The following table summarizes the fair value of the assets acquired and liabilities assumed in connection with Wyndham Hotels’ acquisition of AmericInn: Amount Trade receivables $ 3 Goodwill (a) 44 Franchise agreements (b) 46 Trademarks 51 Total assets acquired 144 Other current liabilities 4 Total liabilities acquired 4 Net assets acquired $ 140 ______________________ (a) Goodwill is expected to be deductible for tax purposes. (b) Franchise agreements have a weighted average life of 25 years. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets as of December 31, 2019 and December 31, 2018 consisted of the following: December 31, 2019 December 31, 2018 Gross Accumulated Net Gross Accumulated Net Unamortized intangible assets: Goodwill $ 1,539 $ 1,547 Trademarks (a) $ 1,393 $ 1,393 Amortized intangible assets: Franchise agreements (b) $ 895 $ 460 $ 435 $ 895 $ 434 $ 461 Management agreements (c) 137 23 114 140 13 127 Trademarks (d) 3 1 2 5 1 4 Other (e) 3 1 2 6 4 2 $ 1,038 $ 485 $ 553 $ 1,046 $ 452 $ 594 ______________________ (a) Comprised of various trademarks that the Company has acquired. These trademarks are expected to generate future cash flows for an indefinite period of time. (b) Amortized over a period ranging from 20 to 40 years with a weighted average life of 32 years. (c) Amortized over a period ranging from 7 to 20 with a weighted average life of 14 years. (d) Amortized over a period of 20 years. (e) Amortized over a period ranging from 1 to 8 years with a weighted average life of 5 years. |
Change in Goodwill | The changes in the carrying amount of goodwill are as follows: Balance as of January 1, 2018 Goodwill Acquired During 2018 2018 Adjustments to Goodwill (a) Balance as of December 31, 2018 2019 Adjustments to Goodwill (b) Balance as of December 31, 2019 Hotel Franchising $ 385 $ 1,067 $ (3 ) $ 1,449 $ (8 ) $ 1,441 Hotel Management 38 60 — 98 — 98 Total $ 423 $ 1,127 $ (3 ) $ 1,547 $ (8 ) $ 1,539 ______________________ (a) Includes $2 million related to the sale of Knights Inn brand in May 2018. (b) Includes $8 million related to purchase price adjustments for the La Quinta acquisition in 2018. |
Amortization Expense of Amortizable Intangible Assets | Amortization expense relating to amortizable intangible assets was as follows for the years ended December 31: 2019 2018 2017 Franchise agreements $ 27 $ 22 $ 16 Management agreements 10 7 3 Trademarks — 1 1 Other 1 1 — Total (a) $ 38 $ 31 $ 20 ______________________ (a) Included as a component of depreciation and amortization on the Consolidated and Combined Statements of Income. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Based on Wyndham Hotels’ amortizable intangible assets as of December 31, 2019 , the Company expects related amortization expense as follows: Amount 2020 $ 37 2021 37 2022 35 2023 35 2024 34 |
Franchising, Marketing and Re_2
Franchising, Marketing and Reservation Activities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Franchisors [Abstract] | |
Schedule of Franchisor Disclosure [Table Text Block] | The Company recorded the following related to development advance notes on the Consolidated and Combined Financial Statements: Consolidated Balance Sheets: As of December 31, 2019 2018 Development advance notes (a) $ 84 $ 78 _____________________ (a) Included within other non-current assets. Consolidated and Combined Statements of Income: Year Ended December 31, 2019 2018 2017 Forgiveness of notes (a) $ 8 $ 7 $ 6 Bad debt expense related to notes 2 1 — Interest earned on unpaid notes 1 1 — _____________________ (a) Amounts are recorded as a reduction of royalties and franchise fees and marketing, reservation and loyalty revenues. |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Impact Of Tax Cuts And Jobs Act Of 2017 | The following table presents the impact of the accounting for the enactment of U.S. tax reform on the Company's provision for (benefit from) income taxes: Year Ended December 31, 2018 2017 Remeasurement of net deferred income tax and uncertain tax liabilities $ (2 ) $ (87 ) One-time deemed repatriation tax on undistributed historical earnings of foreign subsidiaries (2 ) 2 Total provision for (benefit from) income taxes impact $ (4 ) $ (85 ) |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision consists of the following: Year Ended December 31, 2019 2018 2017 Current Federal $ 40 $ 34 $ 84 State 3 13 13 Foreign 21 14 7 64 61 104 Deferred Federal (3 ) 2 (89 ) State (10 ) (2 ) (1 ) Foreign (1 ) — (1 ) (14 ) — (91 ) Provision for income taxes $ 50 $ 61 $ 13 |
Schedule of Income before Income Tax, Domestic and Foreign | Pretax income for domestic and foreign operations consisted of the following: Year Ended December 31, 2019 2018 2017 Domestic $ 175 $ 190 $ 234 Foreign 32 33 9 Pretax income $ 207 $ 223 $ 243 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities are comprised of the following: As of December 31, 2019 2018 Deferred income tax assets: Accrued liabilities and deferred revenues $ 97 $ 87 Tax credits (a) 6 12 Provision for doubtful accounts 17 20 Net operating loss carryforward (b) 18 14 Other 20 14 Valuation allowance (c) (19 ) (15 ) Deferred income tax assets 139 132 Deferred income tax liabilities: Depreciation and amortization 508 517 Other 15 12 Deferred income tax liabilities 523 529 Net deferred income tax liabilities $ 384 $ 397 Reported in: Other non-current assets $ 3 $ 2 Deferred income taxes 387 399 Net deferred income tax liabilities $ 384 $ 397 _____________________ |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s effective income tax rate differs from the U.S. federal statutory rate as follows for the years ended December 31: 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % State and local income taxes, net of federal tax benefits (3.8 ) 2.9 3.6 Taxes on foreign operations at rates different than U.S. federal statutory rates 5.0 1.9 0.8 Taxes on foreign income, net of tax credits (0.5 ) 0.3 0.4 Valuation allowances 1.9 1.4 (0.1 ) Impact of U.S. tax reform — (1.8 ) (34.9 ) Other 0.6 1.7 0.5 24.2 % 27.4 % 5.3 % |
Schedule of Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits as of December 31: 2019 2018 2017 Beginning Balance $ 13 $ 12 $ 13 Increases related to tax positions taken during a prior period 2 2 — Increases related to tax positions taken during the current period — 1 2 Decreases related to settlements with taxing authorities (3 ) — — Decreases as a result of a lapse of the applicable statute of limitations (1 ) (2 ) (2 ) Decreases related to tax positions taken during a prior period — — (1 ) Ending Balance $ 11 $ 13 $ 12 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of: As of December 31, 2019 2018 Land $ 19 $ 17 Buildings and leasehold improvements 214 212 Capitalized software 311 292 Furniture, fixtures and equipment 92 86 Finance leases 72 72 Construction in progress 21 22 729 701 Less: Accumulated depreciation 422 375 $ 307 $ 326 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of: As of December 31, 2019 2018 Accrued payroll and related expenses $ 83 $ 109 Accrued loyalty program liabilities 56 54 Accrued self-insurance liabilities 29 15 Accrued taxes payable 17 15 Accrued professional expenses 12 7 Due to former Parent 10 11 Performance guarantee liability (Note 13) 10 9 Accrued restructuring (Note 16) 8 — Accrued legal settlements (Note 13) 7 25 Accrued interest 6 6 Accrued separation expenses 5 19 Accrued marketing expenses 5 8 Operating lease liabilities (Note 18) 5 — La Quinta tax liability (Note 5) — 205 Other 26 19 $ 279 $ 502 |
Long-Term Debt and Borrowing _2
Long-Term Debt and Borrowing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Indebtedness | The Company’s indebtedness consisted of: As of December 31, 2019 2018 Long-term debt: (a) Amount Weighted Average Rate (b) Amount Weighted Average Rate (b) $750 million revolving credit facility (due May 2023) $ — $ — Term loan (due May 2025) 1,568 4.00 % 1,582 4.25 % Senior unsecured notes (due April 2026) 494 5.38 % 494 5.38 % Finance leases 60 4.50 % 65 4.50 % Total long-term debt 2,122 2,141 Less: Current portion of long-term debt 21 21 Long-term debt $ 2,101 $ 2,120 _____________________ (a) The carrying amount of the term loan and senior unsecured notes are net of deferred debt issuance costs of $18 million and $21 million as of December 31, 2019 and 2018 , respectively. (b) Weighted average interest rate based on year-end balances, including the effects from hedging. |
Schedule of Outstanding Debt Maturities | The Company’s outstanding debt as of December 31, 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 22 Thereafter 2,016 Total $ 2,122 |
Schedule of Available Capacity Under Borrowing Arrangements | As of December 31, 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) | 12 Months Ended |
Dec. 31, 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: December 31, 2019 Carrying Amount Estimated Fair Value Debt Total debt $ 2,122 $ 2,179 |
Commitments and Contingencies P
Commitments and Contingencies Post Closing Credit Support Guarantees (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Guarantor Obligations [Line Items] | |
Schedule of Guarantor Obligations [Table Text Block] | The table below summaries the post-closing credit support guarantees related to the sale of the European Vacation Rentals business, the fair values of such guarantees and the receivables from its former Parent representing two-thirds of such guarantees at December 31, 2019: Guarantees Fair Value of Guarantees Receivable from former Parent Post-closing credit support at time of sale $ 81 $ 39 $ 26 Additional post-closing credit support 46 22 15 Total $ 127 $ 61 $ 41 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Activity Related to Incentive Equity Awards | The activity related to the Company’s incentive equity awards for the year ended December 31, 2019 consisted of the following: RSUs PSUs Number of Weighted Number Weighted Balance as of December 31, 2018 0.5 $ 61.31 — $ — Granted (a) 0.6 52.19 0.1 52.44 Vested (0.1 ) 61.24 — — Canceled (0.2 ) 57.37 — — Balance as of December 31, 2019 0.8 (b) $ 55.75 0.1 (c) $ 52.44 _____________________ (a) Represents awards granted by the Company primarily in February 2019. (b) RSUs outstanding as of December 31, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $34 million, which is expected to be recognized over a weighted average period of 2.9 years . (c) PSUs outstanding as of December 31, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $2 million, which is expected to be recognized over a weighted average period of 2.3 years . The activity related to stock options granted by the Company for the year ended December 31, 2019 consisted of the following: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2018 0.5 $ 61.40 Granted 0.5 52.44 Exercised — — Canceled (0.1 ) 57.93 Expired — — Outstanding as of December 31, 2019 0.9 $ 56.96 6.8 $ 5 Unvested as of December 31, 2019 0.8 (a) $ 56.22 7.0 $ 5 Exercisable as of December 31, 2019 0.1 $ 61.40 5.2 $ — _____________________ (a) Unvested options as of December 31, 2019 are expected to vest over time and have an aggregate unrecognized compensation expense of $6 million , which is expected to be recognized over a weighted average period of 2.8 years . |
Schedule of Valuation Assumptions | 2019 2018 Grant date fair value $10.46 $11.72 Grant date strike price $52.44 $61.40 Expected volatility 22.24% 22.72% Expected life 6.25 years 4.25 years Risk-free interest rate 2.63% 2.73% Projected dividend yield 2.21% 1.63% |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Net Revenues and Adjusted EBITDA by Segment | Hotel Franchising Hotel Management Corporate and Other (a) Total Year Ended or as of December 31, 2019 Net revenues $ 1,279 $ 768 $ 6 $ 2,053 Adjusted EBITDA 622 66 (75 ) 613 Depreciation and amortization 72 26 11 109 Segment assets 3,817 500 216 4,533 Capital expenditures 35 8 7 50 Year Ended or as of December 31, 2018 Net revenues $ 1,135 $ 726 $ 7 $ 1,868 Adjusted EBITDA 515 47 (55 ) 507 Depreciation and amortization 72 21 6 99 Segment assets 3,829 580 567 4,976 Capital expenditures 43 27 3 73 Year Ended or as of December 31, 2017 Net revenues $ 897 $ 383 $ — $ 1,280 Adjusted EBITDA 402 21 (40 ) 383 Depreciation and amortization 59 16 — 75 Segment assets 1,727 400 10 2,137 Capital expenditures 35 11 — 46 _____________________ (a) Includes the elimination of transactions between segments. |
Reconciliation of Net Income to Adjusted EBITDA | Provided below is a reconciliation of net income to adjusted EBITDA. Year Ended December 31, 2019 2018 2017 Net income $ 157 $ 162 $ 230 Provision for income taxes 50 61 13 Depreciation and amortization 109 99 75 Interest expense, net 100 60 6 Stock-based compensation expense 15 9 11 Impairment, net 45 — 41 Contract termination costs 42 — — Transaction-related expenses, net 40 36 3 Separation-related expenses 22 77 3 Transaction-related item 20 — — Restructuring costs 8 — 1 Foreign currency impact of highly inflationary countries 5 3 — Adjusted EBITDA $ 613 $ 507 $ 383 |
Revenue from External Customers by Geographic Areas | Year Ended December 31, 2019 2018 2017 Net income $ 157 $ 162 $ 230 Provision for income taxes 50 61 13 Depreciation and amortization 109 99 75 Interest expense, net 100 60 6 Stock-based compensation expense 15 9 11 Impairment, net 45 — 41 Contract termination costs 42 — — Transaction-related expenses, net 40 36 3 Separation-related expenses 22 77 3 Transaction-related item 20 — — Restructuring costs 8 — 1 Foreign currency impact of highly inflationary countries 5 3 — Adjusted EBITDA $ 613 $ 507 $ 383 The geographic segment information provided below is classified based on the geographic location of Wyndham Hotels’ subsidiaries. United States All Other Countries (a) Total Year Ended or As of December 31, 2019 Net revenues $ 1,805 $ 248 $ 2,053 Net long-lived assets 3,619 173 3,792 Year Ended or As of December 31, 2018 Net revenues $ 1,641 $ 227 $ 1,868 Net long-lived assets 3,681 179 3,860 Year Ended or As of December 31, 2017 Net revenues $ 1,066 $ 214 $ 1,280 Net long-lived assets 1,431 185 1,616 _____________________ (a) Includes U.S. territories. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Year Ended December 31, 2019 2018 2017 Net income $ 157 $ 162 $ 230 Provision for income taxes 50 61 13 Depreciation and amortization 109 99 75 Interest expense, net 100 60 6 Stock-based compensation expense 15 9 11 Impairment, net 45 — 41 Contract termination costs 42 — — Transaction-related expenses, net 40 36 3 Separation-related expenses 22 77 3 Transaction-related item 20 — — Restructuring costs 8 — 1 Foreign currency impact of highly inflationary countries 5 3 — Adjusted EBITDA $ 613 $ 507 $ 383 The geographic segment information provided below is classified based on the geographic location of Wyndham Hotels’ subsidiaries. United States All Other Countries (a) Total Year Ended or As of December 31, 2019 Net revenues $ 1,805 $ 248 $ 2,053 Net long-lived assets 3,619 173 3,792 Year Ended or As of December 31, 2018 Net revenues $ 1,641 $ 227 $ 1,868 Net long-lived assets 3,681 179 3,860 Year Ended or As of December 31, 2017 Net revenues $ 1,066 $ 214 $ 1,280 Net long-lived assets 1,431 185 1,616 _____________________ (a) Includes U.S. territories. |
Long-lived Assets by Geographic Areas | Year Ended December 31, 2019 2018 2017 Net income $ 157 $ 162 $ 230 Provision for income taxes 50 61 13 Depreciation and amortization 109 99 75 Interest expense, net 100 60 6 Stock-based compensation expense 15 9 11 Impairment, net 45 — 41 Contract termination costs 42 — — Transaction-related expenses, net 40 36 3 Separation-related expenses 22 77 3 Transaction-related item 20 — — Restructuring costs 8 — 1 Foreign currency impact of highly inflationary countries 5 3 — Adjusted EBITDA $ 613 $ 507 $ 383 The geographic segment information provided below is classified based on the geographic location of Wyndham Hotels’ subsidiaries. United States All Other Countries (a) Total Year Ended or As of December 31, 2019 Net revenues $ 1,805 $ 248 $ 2,053 Net long-lived assets 3,619 173 3,792 Year Ended or As of December 31, 2018 Net revenues $ 1,641 $ 227 $ 1,868 Net long-lived assets 3,681 179 3,860 Year Ended or As of December 31, 2017 Net revenues $ 1,066 $ 214 $ 1,280 Net long-lived assets 1,431 185 1,616 _____________________ (a) Includes U.S. territories. |
Transactions With Former Pare_2
Transactions With Former Parent (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Net Parent Transfers | The components of net transfers to and net contribution from former Parent in the Consolidated and Combined Statements of former Parent’s Net Investment were as follows: Year Ended December 31, 2018 2017 Cash pooling and general financing activities $ (110 ) $ (227 ) Indirect general corporate overhead allocations 12 35 Corporate allocations for shared services 13 29 Stock-based compensation allocations 20 11 Income taxes 27 93 Net transfers to former Parent (38 ) (59 ) Contribution of subsidiary borrowings due to former Parent 197 — Capital contribution from former Parent 106 — Dividend to former Parent (109 ) — Other contributions from former Parent, net 66 — Net contributions from former Parent 260 $ — Net transfers to and net contribution from former Parent $ 222 $ (59 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Assets And Liabilities, Leases | The table below presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheet. Classification on the Balance Sheet December 31, 2019 Assets Operating lease assets Other non-current assets $ 29 Finance lease assets Property and equipment, net 37 Total lease assets $ 66 Liabilities Current Operating lease liabilities Accrued expenses and other current liabilities $ 5 Finance lease liabilities Current portion of long-term debt 5 Non-current Operating lease liabilities Other non-current liabilities 24 Finance lease liabilities Long-term debt 55 Total lease liabilities $ 89 |
Lease, Cost | The table below presents the remaining lease term and discount rates for finance and operating leases. December 31, 2019 Weighted-average remaining lease term Operating leases 7.9 years Finance leases 9.7 years Weighted-average discount rate Operating leases 4.7 % Finance leases 4.5 % |
Lessee, Operating Lease, Liability, Maturity | 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 Consolidated Balance Sheet as of December 31, 2019 . Operating Leases Finance Leases 2020 $ 6 $ 7 2021 5 7 2022 4 7 2023 3 7 2024 3 7 Thereafter 14 39 Total minimum lease payments 35 74 Less: amount of lease payments representing interest 6 14 Present value of future minimum lease payments 29 60 Less: current obligations under leases 5 5 Long-term lease obligations $ 24 $ 55 |
Finance Lease, Liability, Maturity | 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 Consolidated Balance Sheet as of December 31, 2019 . Operating Leases Finance Leases 2020 $ 6 $ 7 2021 5 7 2022 4 7 2023 3 7 2024 3 7 Thereafter 14 39 Total minimum lease payments 35 74 Less: amount of lease payments representing interest 6 14 Present value of future minimum lease payments 29 60 Less: current obligations under leases 5 5 Long-term lease obligations $ 24 $ 55 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income/(Loss) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of AOCI are as follows: Net of Tax Foreign Currency Translation Adjustments Cash Flow Hedges Accumulated Other Comprehensive Income/(Loss) Balance as of December 31, 2016 $ — $ — $ — Period change 5 — 5 Balance as of December 31, 2017 5 — 5 Period change (9 ) (4 ) (13 ) Balance as of December 31, 2018 (4 ) (4 ) (8 ) Period change 3 (22 ) (19 ) Balance as of December 31, 2019 $ (1 ) $ (26 ) $ (27 ) |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Provided below are selected unaudited quarterly financial data for the periods ended: 2019 March 31 June 30 September 30 December 31 Net revenues Hotel Franchising $ 269 $ 331 $ 379 $ 300 Hotel Management 197 201 180 190 Corporate and Other 2 1 1 2 Total Company 468 533 560 492 Total expenses 418 471 469 389 Operating income 50 62 91 103 Interest expense, net 24 26 25 25 Income before income taxes 26 36 66 78 Provision for income taxes 5 10 21 14 Net income $ 21 $ 26 $ 45 $ 64 Diluted earnings per share $ 0.22 $ 0.27 $ 0.47 $ 0.68 Diluted weighted average shares outstanding 98.2 97.4 96.3 95.0 Reconciliation of net income to adjusted EBITDA Net income $ 21 $ 26 $ 45 $ 64 Provision for income taxes 5 10 21 14 Depreciation and amortization 29 27 26 28 Interest expense, net 24 26 25 25 Stock-based compensation expense 3 4 4 4 Impairment, net — 45 — — Contract termination costs — 9 34 (1 ) Transaction-related expenses, net 7 11 12 10 Separation-related expenses 21 1 — — Transaction-related item — — 20 — Restructuring — — — 8 Foreign currency impact of highly inflationary countries 1 — 3 1 Adjusted EBITDA $ 111 $ 159 $ 190 $ 153 Adjusted EBITDA by segment Hotel Franchising $ 113 $ 162 $ 195 $ 151 Hotel Management 16 16 13 21 Corporate and Other (18 ) (19 ) (18 ) (19 ) Total adjusted EBITDA $ 111 $ 159 $ 190 $ 153 2018 March 31 June 30 September 30 December 31 Net revenues Hotel Franchising $ 203 $ 289 $ 348 $ 295 Hotel Management 99 146 252 229 Corporate and Other — — 4 3 Total Company 302 435 604 527 Total expenses 246 396 499 445 Operating income 56 39 105 82 Interest expense, net 1 10 24 25 Income before income taxes 55 29 81 57 Provision for income taxes 16 8 23 14 Net income $ 39 $ 21 $ 58 $ 43 Diluted earnings per share $ 0.40 $ 0.21 $ 0.58 $ 0.43 Diluted weighted average shares outstanding 99.8 100.0 100.1 99.2 Reconciliation of net income to adjusted EBITDA Net income $ 39 $ 21 $ 58 $ 43 Provision for income taxes 16 8 23 14 Depreciation and amortization 19 22 30 29 Interest expense, net 1 10 24 25 Stock-based compensation expense 3 1 3 2 Transaction-related expenses, net 2 28 7 (1 ) Separation-related expenses 12 35 17 14 Foreign currency impact of highly inflationary countries — — 4 (1 ) Adjusted EBITDA $ 92 $ 125 $ 166 $ 125 Adjusted EBITDA by segment Hotel Franchising $ 86 $ 129 $ 178 $ 122 Hotel Management 16 8 5 18 Corporate and Other (10 ) (12 ) (17 ) (15 ) Total adjusted EBITDA $ 92 $ 125 $ 166 $ 125 |
Basis of Presentation (Details)
Basis of Presentation (Details) | Jun. 01, 2018 | May 31, 2018 | Dec. 31, 2019hotelcountry |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of countries operating in (more than) | country | 90 | ||
Tax-free distribution, conversion ratio | 1 | 1 | |
Owned hotel properties | hotel | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accrued expenses and other current liabilities | $ 279,000,000 | $ 502,000,000 | |
Other Liabilities, Noncurrent | 220,000,000 | 182,000,000 | |
Cumulative effect of change in accounting standard - increase (decrease) | (15,000,000) | ||
Accounting Standards Update 2016-16 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of change in accounting standard - increase (decrease) | 15,000,000 | ||
Deferred loyalty program revenue | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Loyalty Program Liability | 90,000,000 | 89,000,000 | |
Accrued expenses and other current liabilities | 56,000,000 | 54,000,000 | |
Other Liabilities, Noncurrent | $ 34,000,000 | $ 35,000,000 | |
Scenario, Forecast | Minimum | Accounting Standards Update 2016-13 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of change in accounting standard - increase (decrease) | $ 8,000,000 | ||
Scenario, Forecast | Maximum | Accounting Standards Update 2016-13 | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of change in accounting standard - increase (decrease) | $ 12,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Allowance for Doubtful Accounts) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |||
Schedule of Accounts Receivable | The following table illustrates the Company’s allowance for doubtful accounts activity for the years ended December 31: 2019 2018 2017 Beginning Balance $ 52 $ 61 $ 77 Bad debt expense 16 8 7 Write-offs (21 ) (17 ) (23 ) Ending Balance $ 47 $ 52 $ 61 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning Balance | $ 52 | $ 61 | $ 77 |
Bad debt expense | 16 | 8 | 7 |
Write-offs | (21) | (17) | (23) |
Ending Balance | $ 47 | $ 52 | $ 61 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Advertising Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |||
Advertising Expense | $ 115 | $ 92 | $ 61 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Property, Plant and Equipment) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 307 | $ 326 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 30 years | |
Building And Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 20 years | |
Software and Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 63 | $ 69 |
Minimum | Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Minimum | Software and Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Maximum | Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Maximum | Software and Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($) | |
Capitalized Contract Cost [Line Items] | ||
Capitalized contract costs | $ 33 | $ 24 |
Number of hotels from hotel ownership portfolio earning revenue | hotel | 2 | |
Franchise agreement, revenue recognition period (within) | 12 years | |
Co-branded credit card program, revenue recognition period (within) | 1 year | |
Period between performance obligation satisfaction and customer payment (or less) | 1 year | |
Other current assets | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract costs | $ 8 | 8 |
Other non-current assets | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract costs | $ 25 | $ 16 |
Revenue Recognition (Contract L
Revenue Recognition (Contract Liabilities) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 283 | $ 273 |
Deferred initial franchise fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 136 | 127 |
Deferred loyalty program revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 86 | 74 |
Co-branded credit cards program | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 34 | 30 |
Deferred hotel management fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 0 | 21 |
Product and Service, Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 27 | $ 21 |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Standard Management Agreement, Term | 20 years | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Standard Management Agreement, Term | 10 years |
Revenue Recognition (Performanc
Revenue Recognition (Performance Obligations) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 132 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 29 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 53 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Co-branded credit card programs revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 34 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 16 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 39 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 15 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 21 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Co-branded credit card programs revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 0 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 3 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 25 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 14 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 9 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Co-branded credit card programs revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 0 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 2 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 87 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Initial franchise fee revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 78 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Loyalty program revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 3 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Co-branded credit card programs revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 0 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Other revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 6 |
Remaining performance obligation, period | 1 year |
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 | $ 283 |
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 | $ 136 |
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 card programs revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 34 |
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 | $ 27 |
Remaining performance obligation, period |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation of Net Revenues) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 492 | $ 560 | $ 533 | $ 468 | $ 527 | $ 604 | $ 435 | $ 302 | $ 2,053 | $ 1,868 | $ 1,280 |
Royalties and franchise fees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 480 | 441 | 364 | ||||||||
Marketing, reservation and loyalty | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 562 | 491 | 371 | ||||||||
License and other revenues from former Parent | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 131 | 111 | 75 | ||||||||
Cost reimbursements | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 623 | 586 | 264 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 132 | 115 | 98 | ||||||||
Hotel Franchising | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 300 | 379 | 331 | 269 | 295 | 348 | 289 | 203 | |||
Hotel Franchising | Royalties and franchise fees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 465 | 432 | 355 | ||||||||
Hotel Franchising | Marketing, reservation and loyalty | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 559 | 489 | 369 | ||||||||
Hotel Franchising | License and other revenues from former Parent | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 131 | 111 | 75 | ||||||||
Hotel Franchising | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 124 | 103 | 98 | ||||||||
Hotel Management | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 190 | $ 180 | $ 201 | $ 197 | $ 229 | $ 252 | $ 146 | $ 99 | |||
Hotel Management | Royalties and franchise fees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 15 | 9 | 9 | ||||||||
Hotel Management | Marketing, reservation and loyalty | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 3 | 2 | 2 | ||||||||
Hotel Management | Hotel management - owned properties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 89 | 75 | 78 | ||||||||
Hotel Management | Hotel management - managed properties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 36 | 49 | 30 | ||||||||
Hotel Management | Cost reimbursements | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 623 | 586 | 264 | ||||||||
Hotel Management | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 2 | 5 | 0 | ||||||||
Reportable Segments | Hotel Franchising | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 1,279 | 1,135 | 897 | ||||||||
Reportable Segments | Hotel Management | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 768 | 726 | 383 | ||||||||
Corporate and Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 6 | $ 7 | $ 0 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) shares in Millions, $ in Millions | Jun. 01, 2018shares | May 31, 2018 | Dec. 31, 2019USD ($) |
Earnings Per Share [Abstract] | |||
Tax-free distribution, conversion ratio | 1 | 1 | |
Common stock, shares outstanding (in shares) | shares | 99.8 | ||
Share repurchase, remaining availability | $ | $ 237 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 64 | $ 45 | $ 26 | $ 21 | $ 43 | $ 58 | $ 21 | $ 39 | $ 157 | $ 162 | $ 230 |
Basic weighted average shares outstanding (in shares) | 96.5 | 99.5 | 99.8 | ||||||||
Stock Options and restricted stock units (RSUs) (in shares) | 0.1 | 0.3 | 0 | ||||||||
Diluted weighted average shares outstanding (in shares) | 95 | 96.3 | 97.4 | 98.2 | 99.2 | 100.1 | 100 | 99.8 | 96.6 | 99.8 | 99.8 |
Earnings per share | |||||||||||
Basic (in usd per share) | $ 1.63 | $ 1.62 | $ 2.31 | ||||||||
Diluted (in usd per share) | $ 0.68 | $ 0.47 | $ 0.27 | $ 0.22 | $ 0.43 | $ 0.58 | $ 0.21 | $ 0.40 | 1.62 | 1.62 | $ 2.31 |
Dividends: | |||||||||||
Cash dividends declared per share (in usd per share) | $ 1.16 | $ 0.75 | |||||||||
Aggregate dividends paid to shareholders | $ 112 | $ 77 | $ 0 |
Earnings Per Share (Stock Repur
Earnings Per Share (Stock Repurchase Activity) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Shares | |
Treasury stock, beginning (in shares) | shares | 2,269,169 |
Treasury stock, acquired (in shares) | shares | 4,500,000 |
Treasury stock, ending (in shares) | shares | 6,774,194 |
Cost | |
Treasury stock, cost, beginning | $ | $ 119 |
Treasury stock, cost, acquired | $ | 244 |
Treasury stock, cost, ending | $ | $ 363 |
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 | 54.25 |
Treasury stock, average price per share, ending (in usd per share) | $ / shares | $ 53.67 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) | May 30, 2018USD ($)hotelrooms$ / shares | Oct. 31, 2017USD ($)hotel | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Apr. 30, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Net cash consideration | $ 0 | $ 1,703,000,000 | $ 140,000,000 | |||||||||||
Transaction-related, net | $ 10,000,000 | $ 12,000,000 | $ 11,000,000 | $ 7,000,000 | $ (1,000,000) | $ 7,000,000 | $ 28,000,000 | $ 2,000,000 | 40,000,000 | $ 36,000,000 | 3,000,000 | |||
Senior unsecured notes (due April 2026) | Long-term Debt | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||||
Debt instrument, interest rate, stated percentage | 5.375% | |||||||||||||
Term loan (due May 2025) | Long-term Debt | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 1,600,000,000 | $ 1,600,000,000 | $ 1,600,000,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.25% | 4.00% | 4.25% | ||||||||||
La Quinta Holdings Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, consideration | 1,950,000,000 | |||||||||||||
Cash withheld for payments of employee related liabilities | 8,000,000 | |||||||||||||
Reserve for estimated taxes expected to be incurred with spin-off | $ 240,000,000 | |||||||||||||
Franchised hotels | hotel | 900 | |||||||||||||
Franchised hotel rooms | rooms | 89,000 | |||||||||||||
Managed hotel properties | hotel | 116 | |||||||||||||
Managed hotel properties, post business combination | hotel | 440 | |||||||||||||
Amount received by stockholders (in usd per share) | $ / shares | $ 16.80 | |||||||||||||
Aggregate amount received by stockholders in acquisition | $ 1,000,000,000 | |||||||||||||
Repayments of debt | 715,000,000 | |||||||||||||
Incremental net revenues | $ 198,000,000 | |||||||||||||
Incremental operating income | $ 29,000,000 | |||||||||||||
Pro forma net revenues | $ 2,221,000,000 | 2,041,000,000 | ||||||||||||
Pro forma operating income | 294,000,000 | 263,000,000 | ||||||||||||
Net cash consideration | $ 1,703,000,000 | |||||||||||||
Transaction-related, net | $ 59,000,000 | |||||||||||||
AmericInn | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Franchised hotels | hotel | 200 | |||||||||||||
Net cash consideration | $ 140,000,000 | |||||||||||||
Number of hotel properties sold | hotel | 10 | |||||||||||||
Proceeds from hotel properties sold | $ 28,000,000 | |||||||||||||
Transaction-related, net | $ 2,000,000 |
Acquisitions (Preliminary Alloc
Acquisitions (Preliminary Allocation of Purchase Price) (Details) - USD ($) $ in Millions | May 30, 2018 | Oct. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Net cash consideration | $ 0 | $ 1,703 | $ 140 | |||
Goodwill | 1,539 | 1,547 | $ 423 | |||
Payment for Contingent Consideration Liability, Financing Activities | 10 | |||||
Cash withheld to repay La Quinta Holdings Inc.'s estimated tax liability | 0 | 205 | ||||
CorePoint | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds received to repay long-term debt | $ 985 | |||||
Franchise agreements | CorePoint | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate | 9.50% | |||||
Management contracts | CorePoint | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate | 10.50% | |||||
Franchise agreements and management contracts | CorePoint | ||||||
Business Acquisition [Line Items] | ||||||
Franchise and management fee | 5.00% | |||||
La Quinta Holdings Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 1,951 | |||||
Cash withheld to repay La Quinta Holdings Inc.'s estimated tax liability | (240) | |||||
Net cash consideration | (8) | |||||
Net cash consideration | 1,703 | |||||
Cash escrowed/payment of long-term debt | 985 | |||||
Repayments of debt | (715) | |||||
Net cash consideration | 988 | |||||
Total current assets | 67 | |||||
Property and equipment | 17 | |||||
Other assets | 5 | |||||
Total assets acquired | 1,178 | |||||
Total current liabilities | 89 | |||||
Deferred income taxes | 254 | |||||
Long-term debt repaid at acquisition | 715 | |||||
Assumed tax liability | 240 | |||||
Other liabilities | 11 | |||||
Total liabilities assumed | 1,309 | |||||
Net identifiable liabilities acquired | (131) | |||||
Goodwill | 1,119 | |||||
La Quinta Holdings Inc. | CorePoint | ||||||
Business Acquisition [Line Items] | ||||||
Net debt adjustment | $ 1 | |||||
Payment related to liability | $ 195 | $ 35 | ||||
La Quinta Holdings Inc. | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 710 | |||||
La Quinta Holdings Inc. | Franchise agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 260 | |||||
Franchise fee | 4.50% | |||||
Discount rate | 9.50% | |||||
La Quinta Holdings Inc. | Management contracts | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 119 | |||||
Weighted average life for acquired finite-lived intangible assets | 15 years | |||||
La Quinta Holdings Inc. | Trademarks and franchise agreements | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life for acquired finite-lived intangible assets | 25 years | |||||
AmericInn | ||||||
Business Acquisition [Line Items] | ||||||
Net cash consideration | $ 140 | |||||
Net cash consideration | 140 | |||||
Trade receivables | 3 | |||||
Total assets acquired | 144 | |||||
Total current liabilities | 4 | |||||
Total liabilities assumed | 4 | |||||
Goodwill | 44 | |||||
AmericInn | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 51 | |||||
AmericInn | Franchise agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 46 | |||||
AmericInn | Trademarks and franchise agreements | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life for acquired finite-lived intangible assets | 25 years |
Intangible Assets (Goodwill and
Intangible Assets (Goodwill and Intangible Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 1,539 | $ 1,547 | $ 423 |
Gross Carrying Amount | 1,038 | 1,046 | |
Accumulated Amortization | 485 | 452 | |
Net Carrying Amount | 553 | 594 | |
Franchise agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 895 | 895 | |
Accumulated Amortization | 460 | 434 | |
Net Carrying Amount | 435 | 461 | |
Management agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 137 | 140 | |
Accumulated Amortization | 23 | 13 | |
Net Carrying Amount | 114 | 127 | |
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 3 | 5 | |
Accumulated Amortization | 1 | 1 | |
Net Carrying Amount | $ 2 | 4 | |
Useful life | 20 years | ||
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 3 | 6 | |
Accumulated Amortization | 1 | 4 | |
Net Carrying Amount | 2 | 2 | |
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Unamortized Intangible Assets | $ 1,393 | $ 1,393 | |
Minimum | Franchise agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 20 years | ||
Minimum | Management agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 7 years | ||
Minimum | Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 1 year | ||
Maximum | Franchise agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 40 years | ||
Maximum | Management agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 20 years | ||
Maximum | Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 8 years | ||
Weighted Average | Franchise agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 32 years | ||
Weighted Average | Management agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 14 years | ||
Weighted Average | Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 5 years |
Intangible Assets (Change in Go
Intangible Assets (Change in Goodwill) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||
Goodwill, Acquired During Period | $ 1,127 | ||
Goodwill [Roll Forward] | |||
Goodwill, Beginning | $ 1,547 | 423 | |
Goodwill, Ending | 1,539 | 1,547 | |
Goodwill, Other Increase (Decrease) | 8 | 3 | |
Hotel Franchising | |||
Goodwill [Line Items] | |||
Goodwill, Acquired During Period | 1,067 | ||
Goodwill [Roll Forward] | |||
Goodwill, Beginning | 1,449 | 385 | |
Goodwill, Ending | 1,441 | 1,449 | |
Goodwill, Other Increase (Decrease) | 8 | 3 | |
Hotel Management | |||
Goodwill [Line Items] | |||
Goodwill, Acquired During Period | 60 | ||
Goodwill [Roll Forward] | |||
Goodwill, Beginning | 98 | 38 | |
Goodwill, Ending | 98 | 98 | |
Goodwill, Other Increase (Decrease) | $ 0 | $ 0 | |
Knights Inn | |||
Goodwill [Roll Forward] | |||
Cash proceeds from sale of hotel brand | $ 2 |
Intangible Assets (Amortization
Intangible Assets (Amortization Expense of Amortizable Intangible Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 38 | $ 31 | $ 20 |
2019 | 37 | ||
2020 | 37 | ||
2021 | 35 | ||
2022 | 35 | ||
2023 | 34 | ||
Franchise agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 27 | 22 | 16 |
Management agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 10 | 7 | 3 |
Trademarks, net | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 0 | 1 | 1 |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 1 | $ 1 | $ 0 |
Franchising, Marketing and Re_3
Franchising, Marketing and Reservation Activities (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 492 | $ 560 | $ 533 | $ 468 | $ 527 | $ 604 | $ 435 | $ 302 | $ 2,053 | $ 1,868 | $ 1,280 |
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 revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 18 | 20 | 14 | ||||||||
Forgiveness of note receivable | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 8 | $ 7 | $ 6 |
Franchising, Marketing and Re_4
Franchising, Marketing and Reservation Activities Development Advance Note Financial Statement Location (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 492 | $ 560 | $ 533 | $ 468 | $ 527 | $ 604 | $ 435 | $ 302 | $ 2,053 | $ 1,868 | $ 1,280 |
Bad Debt Expense On Development Advances | 2 | 1 | 0 | ||||||||
Interest Earned On Unpaid Franchisee Development Advance Notes | 1 | 1 | 0 | ||||||||
Franchisees and hotel owners | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Development advance notes | $ 84 | $ 78 | 84 | 78 | |||||||
Forgiveness of note receivable | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 8 | $ 7 | $ 6 |
Income Taxes (Impact of Tax Cut
Income Taxes (Impact of Tax Cuts and Jobs Act of 2017) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Remeasurement of net deferred income tax and uncertain tax liabilities | $ (2) | $ (87) |
One-time deemed repatriation tax on undistributed historical earnings of foreign subsidiaries | (2) | 2 |
Total provision for (benefit from) income taxes impact | $ (4) | $ (85) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
Undistributed foreign earnings | $ 55 | |||
Unrecognized tax benefits | 11 | $ 13 | $ 12 | $ 13 |
Accrued penalties and interest (less than $1 million in 2017) | 1 | (1) | (1) | |
Accrued penalties | 2 | 2 | 2 | |
Accrued interest | 2 | 3 | 3 | |
Federal and state | ||||
Operating Loss Carryforwards [Line Items] | ||||
Cash income tax payments, net of refunds | 43 | 39 | ||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Cash income tax payments, net of refunds | 16 | 12 | 12 | |
Minimum | Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits | 4 | |||
Maximum | Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits | 5 | |||
Former Parent’s Net Investment | Federal and state | ||||
Operating Loss Carryforwards [Line Items] | ||||
Cash income tax payments, net of refunds | $ 27 | $ 93 | ||
La Quinta Holdings Inc. | Federal and state | ||||
Operating Loss Carryforwards [Line Items] | ||||
Cash income tax payments, net of refunds | $ 195 |
Income Taxes (Income tax provis
Income Taxes (Income tax provision) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current | |||||||||||
Federal | $ 40 | $ 34 | $ 84 | ||||||||
State | 3 | 13 | 13 | ||||||||
Foreign | 21 | 14 | 7 | ||||||||
Current Income Tax Expense (Benefit) | 64 | 61 | 104 | ||||||||
Deferred | |||||||||||
Federal | (3) | 2 | (89) | ||||||||
State | (10) | (2) | (1) | ||||||||
Foreign | (1) | 0 | (1) | ||||||||
Deferred income taxes | (14) | 0 | (91) | ||||||||
Provision (benefit) for income taxes | $ 14 | $ 21 | $ 10 | $ 5 | $ 14 | $ 23 | $ 8 | $ 16 | $ 50 | $ 61 | $ 13 |
Income Taxes (Income before Inc
Income Taxes (Income before Income Taxes) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $ 175 | $ 190 | $ 234 | ||||||||
Foreign | 32 | 33 | 9 | ||||||||
Income before income taxes | $ 78 | $ 66 | $ 36 | $ 26 | $ 57 | $ 81 | $ 29 | $ 55 | $ 207 | $ 223 | $ 243 |
Income Taxes (Deferred tax asse
Income Taxes (Deferred tax assets and liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets, Gross [Abstract] | ||
Accrued liabilities and deferred revenues | $ 97 | $ 87 |
Tax credits | 6 | 12 |
Provision for doubtful accounts | 17 | 20 |
Net operating loss carryforward | 18 | 14 |
Other | 20 | 14 |
Valuation allowance | (19) | (15) |
Deferred income tax assets | 139 | 132 |
Deferred income tax liabilities: | ||
Depreciation and amortization | 508 | 517 |
Other | 15 | 12 |
Deferred income tax liabilities | 523 | 529 |
Deferred Tax Liabilities, Net | 384 | 397 |
Foreign tax credits | 6 | |
Net Operating Loss Carryforward | ||
Deferred Tax Assets, Gross [Abstract] | ||
Valuation allowance | (14) | (11) |
Deferred Tax Asset | ||
Deferred Tax Assets, Gross [Abstract] | ||
Valuation allowance | (3) | (3) |
Foreign Tax Credit | ||
Deferred Tax Assets, Gross [Abstract] | ||
Valuation allowance | (2) | (1) |
Other non-current assets | ||
Deferred income tax liabilities: | ||
Deferred Tax Liabilities, Net | 3 | 2 |
Deferred income taxes | ||
Deferred income tax liabilities: | ||
Deferred Tax Liabilities, Net | $ 387 | $ 399 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 35.00% |
State and local income taxes, net of federal tax benefits | (3.80%) | 2.90% | 3.60% |
Effective Income Tax Rate Reconciliation Taxes On Foreign Income Net Of Tax Credits | (0.50%) | 0.30% | 0.40% |
Taxes on foreign income, net of tax credits | 5.00% | 1.90% | 0.80% |
Valuation allowances | 1.90% | 1.40% | (0.10%) |
Impact of U.S. tax reform | 0.00% | (1.80%) | (34.90%) |
Other | 0.60% | 1.70% | 0.50% |
Effective income tax rate, percent | 24.20% | 27.40% | 5.30% |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Accrued penalties and interest (less than $1 million in 2017) | $ (1) | $ 1 | $ 1 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | 13 | 12 | 13 |
Increases related to tax positions taken during a prior period | 2 | 2 | 0 |
Increases related to tax positions taken during the current period | 0 | 1 | 2 |
Decreases related to settlements with taxing authorities | (3) | 0 | 0 |
Decreases as a result of a lapse of the applicable statute of limitations | (1) | (2) | (2) |
Decreases related to tax positions taken during a prior period | 0 | 0 | (1) |
Ending Balance | $ 11 | $ 13 | $ 12 |
Property and Equipment, Net P_2
Property and Equipment, Net Property and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 729 | $ 701 |
Less: Accumulated depreciation | 422 | 375 |
Property and equipment, net | 307 | 326 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 19 | 17 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 214 | 212 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 311 | 292 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 92 | 86 |
Finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 72 | 72 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 21 | $ 22 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 71 | $ 68 | $ 55 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued payroll and related expenses | $ 83 | $ 109 |
Accrued loyalty program liabilities | 56 | 54 |
Accrued self-insurance liabilities | 29 | 15 |
Accrued taxes payable | 17 | 15 |
Accrued professional expenses | 12 | 7 |
Due to former Parent | 10 | 11 |
Performance guarantee liability | 24 | |
Accrued restructuring | 8 | 0 |
Accrued legal settlements | 7 | 25 |
Accrued interest | 6 | 6 |
Accrued separation expenses | 5 | 19 |
Accrued marketing expenses | 5 | 8 |
Operating lease liabilities | 5 | 0 |
La Quinta tax liability | 0 | 205 |
Other | 26 | 19 |
Accrued expenses and other current liabilities | 279 | 502 |
Accrued expenses | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Performance guarantee liability | $ 10 | $ 9 |
Long-Term Debt and Borrowing _3
Long-Term Debt and Borrowing Arrangements (Schedule of Company's Indebtedness) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2018 | Apr. 30, 2018 |
Debt Instrument [Line Items] | ||||
Finance leases | $ 60,000,000 | $ 65,000,000 | ||
Total long-term debt | 2,122,000,000 | 2,141,000,000 | ||
Less: Current portion of long-term debt | 21,000,000 | 21,000,000 | ||
Long-term debt | 2,101,000,000 | 2,120,000,000 | ||
$750 million revolving credit facility (due May 2023) | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 750,000,000 | $ 750,000,000 | ||
Debt issuance costs | 4,000,000 | 5,000,000 | ||
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 | ||
Long-term Debt | Term loan (due May 2025) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.25% | ||
Long-term debt | $ 1,568,000,000 | $ 1,582,000,000 | ||
Long-term Debt | Senior unsecured notes (due April 2026) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 5.375% | |||
Senior Notes | Senior unsecured notes (due April 2026) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 5.375% | 5.38% | ||
Long-term debt | $ 494,000,000 | $ 494,000,000 | ||
Term loan and senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 18,000,000 | $ 21,000,000 | ||
Wyndham Worldwide | Capital lease | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 4.50% | 4.50% |
Long-Term Debt and Borrowing _4
Long-Term Debt and Borrowing Arrangements (Schedule of Outstanding Debt Maturities) (Details) $ in Millions | Dec. 31, 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 | 22 |
Thereafter | 2,016 |
Total | $ 2,122 |
Long-Term Debt and Borrowing _5
Long-Term Debt and Borrowing Arrangements (Schedule of Available Capacity Under Borrowing Arrangements) (Details) - $750 million revolving credit facility (due May 2023) - USD ($) | Dec. 31, 2019 | May 31, 2018 |
Debt Instrument [Line Items] | ||
Total capacity | $ 750,000,000 | $ 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 ($) | May 31, 2018 | May 31, 2018 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 30, 2018 |
Debt Instrument [Line Items] | |||||||
Hedging ineffectiveness recognized | $ 0 | $ 0 | |||||
Reclassification during next twelve months | 10,000,000 | ||||||
Interest expense | 104,000,000 | 67,000,000 | $ 7,000,000 | ||||
Interest paid | 100,000,000 | 56,000,000 | |||||
Interest Income, Other | 4,000,000 | 7,000,000 | $ 1,000,000 | ||||
Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Derivative, Notional Amount | $ 1,100,000,000 | ||||||
Effect of interest rate swaps in interest expense | $ 3,000,000 | 2,000,000 | |||||
Interest Rate Swap 1 | |||||||
Debt Instrument [Line Items] | |||||||
Derivative, Notional Amount | 600,000,000 | ||||||
Interest Rate Swap 2 | |||||||
Debt Instrument [Line Items] | |||||||
Derivative, Notional Amount | 500,000,000 | ||||||
Wyndham Worldwide | |||||||
Debt Instrument [Line Items] | |||||||
Capital lease obligation | 66,000,000 | ||||||
Capital lease asset | $ 43,000,000 | ||||||
Capital lease | Wyndham Worldwide | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 4.50% | 4.50% | |||||
Term loan (due May 2025) | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of loan, equal installments | 1.00% | ||||||
Mandatory prepayments, percentage net cash proceeds from issuances or incurrence of debt | 100.00% | ||||||
Mandatory prepayments, percentage of net cash proceeds from certain sales or other dispositions of assets | 100.00% | ||||||
Mandatory prepayments, percentage of net cash proceeds from certain sales or other disposition of assets, step down one | 50.00% | ||||||
Mandatory prepayments, percentage of net cash proceeds from certain sales or other disposition of assets, step down two | 0.00% | ||||||
Mandatory prepayment in excess of cash flow | 50.00% | ||||||
Mandatory prepayment in excess of cash flow, step down one | 25.00% | ||||||
Mandatory prepayment in excess of cash flow, step down two | 0.00% | ||||||
Term loan (due May 2025) | Long-term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 1,600,000,000 | $ 1,600,000,000 | |||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.25% | |||||
Aggregate fair value of interest rate swaps | $ 34,000,000 | $ 5,000,000 | |||||
Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate amount of revolving loans (not to exceed) | $ 550,000,000 | $ 550,000,000 | |||||
Percentage of EBITDA (not to exceed) | 100.00% | ||||||
Senior unsecured notes (due April 2026) | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5.375% | 5.38% | |||||
Net proceeds from issuance of debt | $ 493,000,000 | ||||||
Senior unsecured notes (due April 2026) | Long-term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 500,000,000 | ||||||
Debt instrument, interest rate, stated percentage | 5.375% | ||||||
LIBOR | Term loan (due May 2025) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.75% | ||||||
Basis spread on variable rate, floor (as a percent) | 0.00% | ||||||
Base Rate | Term loan (due May 2025) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.75% | ||||||
Weighted Average | Interest Rate Swap 1 | |||||||
Debt Instrument [Line Items] | |||||||
Fixed interest rate on interest rate swap | 2.54% | ||||||
Weighted Average | Interest Rate Swap 2 | |||||||
Debt Instrument [Line Items] | |||||||
Fixed interest rate on interest rate swap | 2.40% | ||||||
$750 million revolving credit facility (due May 2023) | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | ||||
Commitment fee percentage | 0.20% | ||||||
Debt issuance costs | $ 4,000,000 | $ 5,000,000 | |||||
$750 million revolving credit facility (due May 2023) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.50% | ||||||
$750 million revolving credit facility (due May 2023) | Minimum | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.50% | ||||||
$750 million revolving credit facility (due May 2023) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.00% | ||||||
$750 million revolving credit facility (due May 2023) | Maximum | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 2.00% |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Losses recognized in income from freestanding foreign currency exchange contracts | $ 1 | $ 2 | $ 2 | ||||||||
Foreign currency impact of highly inflationary countries | $ 1 | $ 3 | $ 0 | $ 1 | $ (1) | $ 4 | $ 0 | $ 0 | $ 5 | $ 3 | $ 0 |
Percentage Of Sales Revenue Generated From Geographic Transactions Included In Consolidated Statement Of Income | 10.00% | 10.00% | |||||||||
Carrying Amount | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Total debt | 2,122 | $ 2,122 | |||||||||
Estimated Fair Value | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Total debt | $ 2,179 | $ 2,179 | |||||||||
Customer Concentration Risk | Net revenue | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Concentration risk, percentage | 26.00% | 22.00% | |||||||||
Customer Concentration Risk | Revenue Excluding Cost Reimbursements Benchmark [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Concentration risk, percentage | 10.00% | 6.00% | |||||||||
TEXAS | Customer Concentration Risk | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Concentration risk, percentage | 10.00% | 10.00% | |||||||||
Florida | Customer Concentration Risk | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Concentration risk, percentage | 20.00% | 18.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019USD ($)hotel | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 31, 2018 | |
Loss Contingencies [Line Items] | ||||||||
Number of hotel properties terminated | hotel | 8 | 8 | ||||||
Payment for contract termination | $ 35 | |||||||
Guarantor obligations, current carrying value | $ 24 | |||||||
Impairment, net | 0 | $ 0 | $ 45 | $ 0 | $ 45 | 0 | $ 41 | |
Annual cap | 20 | 20 | ||||||
Estimate of possible loss, annual cap | 5 | 5 | ||||||
Guarantor offsetting asset carrying value | 5 | 5 | 11 | |||||
Amortization expense, contingent asset | 1 | 1 | 2 | |||||
Guarantees subject to recapture provisions | 46 | |||||||
Contract liabilities | 283 | 283 | 273 | |||||
Post-closing credit support (up to) | $ 61 | $ 61 | 62 | |||||
Assumed share of incurred losses | 0.33 | |||||||
Separation and distribution agreement, assumed share of contingent liability | 0.33 | 0.33 | ||||||
Litigation reserves | $ 7 | $ 7 | 25 | |||||
Litigation receivable covered by insurance | $ 2 | $ 2 | 21 | |||||
Affiliated Entity | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assumed share of incurred losses | 0.67 | |||||||
Separation and distribution agreement, assumed share of contingent liability | 0.67 | 0.67 | ||||||
Other non-current liabilities | ||||||||
Loss Contingencies [Line Items] | ||||||||
Guarantor obligations, current carrying value | 15 | |||||||
Accrued expenses | ||||||||
Loss Contingencies [Line Items] | ||||||||
Guarantor obligations, current carrying value | $ 10 | $ 10 | 9 | |||||
Other non-current assets | ||||||||
Loss Contingencies [Line Items] | ||||||||
Guarantor offsetting asset carrying value | 4 | 4 | 10 | |||||
Guarantees subject to recapture provisions | 45 | |||||||
Post-closing credit support, receivable | 41 | 41 | 41 | |||||
Other current assets | ||||||||
Loss Contingencies [Line Items] | ||||||||
Guarantor offsetting asset carrying value | 1 | 1 | 1 | |||||
Guarantees subject to recapture provisions | 1 | |||||||
Maximum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Range of possible loss, portion not accrued (up to) | $ 10 | $ 10 | ||||||
Wyndham Hotels & Resorts, Inc. | Maximum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Guarantees, remaining life | 4 years | |||||||
Management Fee | ||||||||
Loss Contingencies [Line Items] | ||||||||
Deferred fees receivable | 21 | |||||||
Contract liabilities | $ 21 | |||||||
Contract Termination [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Managed hotel properties | hotel | 22 | 22 | ||||||
Contract Termination [Member] | Receivable | ||||||||
Loss Contingencies [Line Items] | ||||||||
Impairment, net | $ 48 | 25 | ||||||
Contract Termination [Member] | Other Assets | ||||||||
Loss Contingencies [Line Items] | ||||||||
Impairment, net | 10 | $ 16 | ||||||
Contract Termination [Member] | Other Liabilities | ||||||||
Loss Contingencies [Line Items] | ||||||||
Impairment, net | $ 13 |
Commitments and Contingencies_2
Commitments and Contingencies (Summary of Post-Closing Guarantees) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2018 |
Guarantor Obligations [Line Items] | |||
Total | $ 61 | $ 62 | |
Guarantees | |||
Guarantor Obligations [Line Items] | |||
Post-closing credit support at time of sale | $ 81 | ||
Additional post-closing credit support | 46 | ||
Total | 127 | ||
Fair Value of Guarantees | |||
Guarantor Obligations [Line Items] | |||
Post-closing credit support at time of sale | 39 | ||
Additional post-closing credit support | 22 | ||
Total | 61 | ||
Receivable from former Parent | |||
Guarantor Obligations [Line Items] | |||
Post-closing credit support at time of sale | 26 | ||
Additional post-closing credit support | 15 | ||
Total | $ 41 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | May 09, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 14, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant date fair value (in dollars per share) | $ 10.46 | $ 11.72 | |||
Stock-based compensation expense | $ 20 | $ 45 | $ 11 | ||
Separation related costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 4 | 36 | |||
Separation related costs, modification of stock plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation, portion recognized from modification of Stock Plan | $ 15 | ||||
Restructuring Charges | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1 | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 0.4 | ||||
Granted (in shares) | 0.6 | ||||
Grant date fair value (in dollars per share) | $ 55.75 | $ 61.31 | |||
Vested (in shares) | 0.1 | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 0.1 | ||||
Granted (in shares) | 0.1 | ||||
Grant date fair value (in dollars per share) | $ 52.44 | $ 0 | |||
Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares approved (in shares) | 10 | ||||
Remaining shares available (in shares) | 6.8 |
Stock-Based Compensation (Incen
Stock-Based Compensation (Incentive Equity Awards Activity) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted Average Grant Price | ||
Nonvested (in dollars per share) | $ 10.46 | $ 11.72 |
Number of Options | ||
Outstanding, beginning balance (in shares) | 0.5 | |
Granted (in shares) | 0.5 | |
Exercised (in shares) | 0 | |
Canceled (in shares) | (0.1) | |
Expired (in shares) | 0 | |
Outstanding, ending balance (in shares) | 0.9 | |
Unvested (in shares) | 0.8 | |
Exercisable (in shares) | 0.1 | |
Weighted Average Exercise Price | ||
Outstanding (in dollars per share) | $ 56.96 | 61.40 |
Granted (in dollars per share) | 52.44 | |
Exercised (in dollars per share) | 0 | |
Canceled (in dollars per share) | 57.93 | |
Expired (in dollars per share) | 0 | |
Unvested (in dollars per share) | 56.22 | |
Exercisable (in dollars per share) | $ 61.40 | |
Outstanding, weighted average remaining contractual term | 6 years 9 months 18 days | |
Exercisable, weighted average remaining contractual term | 5 years 2 months 12 days | |
Outstanding, intrinsic value | $ 5 | |
Unvested, intrinsic value | 5 | |
Exercisable, intrinsic value | 0 | |
Unvested, unrecognized compensation expense | $ 6 | |
RSUs | ||
Number of RSUs and PSUs | ||
Beginning balance (in shares) | 0.5 | |
Granted (in shares) | 0.6 | |
Vested/exercised/canceled (in shares) | (0.1) | |
Canceled (in shares) | (0.2) | |
Ending balance (in shares) | 0.8 | |
Weighted Average Grant Price | ||
Nonvested (in dollars per share) | $ 55.75 | 61.31 |
Granted (in dollars per share) | 52.19 | |
Vested/exercised/canceled (in dollars per share) | 61.24 | |
Canceled (in dollars per share) | $ 57.37 | |
Compensation expense not yet recognized, weighted average period | 2 years 10 months 24 days | |
Aggregate unrecognized compensation expense | $ 34 | |
Performance Shares | ||
Number of RSUs and PSUs | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 0.1 | |
Ending balance (in shares) | 0.1 | |
Weighted Average Grant Price | ||
Nonvested (in dollars per share) | $ 52.44 | $ 0 |
Granted (in dollars per share) | $ 52.44 | |
Compensation expense not yet recognized, weighted average period | 2 years 3 months 18 days | |
Aggregate unrecognized compensation expense | $ 2 | |
Options | ||
Weighted Average Grant Price | ||
Compensation expense not yet recognized, weighted average period | 2 years 9 months 18 days | |
Weighted Average Exercise Price | ||
Unvested, weighted average remaining contractual term | 7 years |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Granted (in dollars per share) | $ 10.46 | $ 11.72 |
Grant date strike price (in dollars per share) | $ 52.44 | $ 61.40 |
Expected volatility | 22.24% | 22.72% |
Expected life | 6 years 3 months | 4 years 3 months |
Risk-free interest rate | 2.63% | 2.73% |
Projected dividend yield | 2.21% | 1.63% |
Segment Information (Summary of
Segment Information (Summary of Net Revenues and Adjusted EBITDA by Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | $ 492 | $ 560 | $ 533 | $ 468 | $ 527 | $ 604 | $ 435 | $ 302 | $ 2,053 | $ 1,868 | $ 1,280 |
Adjusted EBITDA | 153 | 190 | 159 | 111 | 125 | 166 | 125 | 92 | 613 | 507 | 383 |
Payments to Acquire Property, Plant, and Equipment | 50 | 73 | 46 | ||||||||
Depreciation and amortization | 28 | 26 | 27 | 29 | 29 | 30 | 22 | 19 | 109 | 99 | 75 |
Total assets | 4,533 | 4,976 | 4,533 | 4,976 | 2,137 | ||||||
Hotel Franchising | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 300 | 379 | 331 | 269 | 295 | 348 | 289 | 203 | |||
Adjusted EBITDA | 151 | 195 | 162 | 113 | 122 | 178 | 129 | 86 | |||
Corporate and Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 2 | 1 | 1 | 2 | 3 | 4 | 0 | 0 | 6 | 7 | 0 |
Adjusted EBITDA | (19) | (18) | (19) | (18) | (15) | (17) | (12) | (10) | (75) | (55) | (40) |
Payments to Acquire Property, Plant, and Equipment | 7 | 3 | 0 | ||||||||
Depreciation and amortization | 11 | 6 | 0 | ||||||||
Total assets | 216 | 567 | 216 | 567 | 10 | ||||||
Hotel Management | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 190 | 180 | 201 | 197 | 229 | 252 | 146 | 99 | |||
Adjusted EBITDA | 21 | $ 13 | $ 16 | $ 16 | 18 | $ 5 | $ 8 | $ 16 | |||
Reportable Segments | Hotel Franchising | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 1,279 | 1,135 | 897 | ||||||||
Adjusted EBITDA | 622 | 515 | 402 | ||||||||
Payments to Acquire Property, Plant, and Equipment | 35 | 43 | 35 | ||||||||
Depreciation and amortization | 72 | 72 | 59 | ||||||||
Total assets | 3,817 | 3,829 | 3,817 | 3,829 | 1,727 | ||||||
Reportable Segments | Hotel Management | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 768 | 726 | 383 | ||||||||
Adjusted EBITDA | 66 | 47 | 21 | ||||||||
Payments to Acquire Property, Plant, and Equipment | 8 | 27 | 11 | ||||||||
Depreciation and amortization | 26 | 21 | 16 | ||||||||
Total assets | $ 500 | $ 580 | 500 | 580 | 400 | ||||||
Corporate and Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | $ 6 | $ 7 | $ 0 |
Segment Information (Reconcilia
Segment Information (Reconciliation of Net Income to Adjusted EBITDA) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Net income | $ 64 | $ 45 | $ 26 | $ 21 | $ 43 | $ 58 | $ 21 | $ 39 | $ 157 | $ 162 | $ 230 |
Provision for income taxes | 14 | 21 | 10 | 5 | 14 | 23 | 8 | 16 | 50 | 61 | 13 |
Depreciation and amortization | (28) | (26) | (27) | (29) | (29) | (30) | (22) | (19) | (109) | (99) | (75) |
Interest expense, net | 25 | 25 | 26 | 24 | 25 | 24 | 10 | 1 | 100 | 60 | 6 |
Stock-based compensation | (4) | (4) | (4) | (3) | (2) | (3) | (1) | (3) | (20) | ||
Separation-related | 0 | 0 | 1 | 21 | 14 | 17 | 35 | 12 | 22 | 77 | 3 |
Concessions of hotel-management fee for past services | 0 | 20 | 0 | 0 | 20 | ||||||
Transaction-related, net | (10) | (12) | (11) | (7) | 1 | (7) | (28) | (2) | (40) | (36) | (3) |
Foreign currency impact of highly inflationary countries | 1 | 3 | 0 | 1 | (1) | 4 | 0 | 0 | 5 | 3 | 0 |
Impairment, net | 0 | 0 | 45 | 0 | 45 | 0 | 41 | ||||
Contract termination | (1) | 34 | 9 | 0 | 42 | 0 | 0 | ||||
Restructuring | 8 | 0 | 0 | 0 | 8 | 0 | 1 | ||||
Adjusted EBITDA | $ 153 | $ 190 | $ 159 | $ 111 | $ 125 | $ 166 | $ 125 | $ 92 | 613 | 507 | 383 |
Nonseparation related [Member] | Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Stock-based compensation | $ (15) | $ (9) | $ (11) |
Segment Information Summary of
Segment Information Summary of Net Revenues and Net Long-lived Assets by Geography (Details) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | $ 492 | $ 560 | $ 533 | $ 468 | $ 527 | $ 604 | $ 435 | $ 302 | $ 2,053 | $ 1,868 | $ 1,280 |
Long-Lived Assets | 3,792 | 3,860 | 3,792 | 3,860 | 1,616 | ||||||
UNITED STATES | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | 1,805 | 1,641 | 1,066 | ||||||||
Long-Lived Assets | 3,619 | 3,681 | 3,619 | 3,681 | 1,431 | ||||||
Non-US | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenues | 248 | 227 | 214 | ||||||||
Long-Lived Assets | $ 173 | $ 179 | $ 173 | $ 179 | $ 185 |
Other Expenses and Charges (Det
Other Expenses and Charges (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($)hotel | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Concessions of hotel-management fee for past services | $ 0 | $ 20,000,000 | $ 0 | $ 0 | $ 20,000,000 | ||||||
Number of hotel properties terminated | hotel | 8 | 8 | |||||||||
Separation-related costs | $ 0 | 0 | 1,000,000 | 21,000,000 | $ 14,000,000 | $ 17,000,000 | $ 35,000,000 | $ 12,000,000 | $ 22,000,000 | $ 77,000,000 | $ 3,000,000 |
Document Period End Date | Dec. 31, 2019 | ||||||||||
Transaction-related, net | 10,000,000 | 12,000,000 | 11,000,000 | 7,000,000 | (1,000,000) | $ 7,000,000 | $ 28,000,000 | $ 2,000,000 | $ 40,000,000 | 36,000,000 | 3,000,000 |
CorePoint Agreement Payment | 18,000,000 | ||||||||||
Pre-tax gain on sale of hotel brand | 0 | 23,000,000 | 0 | ||||||||
Impairment, net | 0 | 0 | 45,000,000 | 0 | 45,000,000 | 0 | 41,000,000 | ||||
Contract termination | 1,000,000 | (34,000,000) | (9,000,000) | 0 | (42,000,000) | 0 | 0 | ||||
Accrued Contract Termination Costs | 8,000,000 | 8,000,000 | |||||||||
Restructuring | 8,000,000 | $ 0 | $ 0 | $ 0 | $ 8,000,000 | 0 | $ 1,000,000 | ||||
Restructuring and Related Cost, Number of Positions Eliminated | 58 | 12 | |||||||||
Payments for Restructuring | $ 0 | $ 1,000,000 | |||||||||
Accrued restructuring | $ 8,000,000 | $ 0 | 8,000,000 | 0 | |||||||
La Quinta Holdings Inc. | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Transaction-related, net | $ 59,000,000 | ||||||||||
Property write-down due to hurricane [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment, net | 20,000,000 | ||||||||||
Contract Termination [Member] | Receivable | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment, net | 48,000,000 | 25,000,000 | |||||||||
Contract Termination [Member] | Other Assets | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment, net | 10,000,000 | $ 16,000,000 | |||||||||
Contract Termination [Member] | Other Liabilities | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment, net | 13,000,000 | ||||||||||
Contract Termination Indemnification Obligation | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Contract termination | (8,000,000) | ||||||||||
CorePoint tax matter [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Transaction-related, net | $ 7,000,000 |
Transactions With Former Pare_3
Transactions With Former Parent (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||||
Contract termination | $ (1) | $ 34 | $ 9 | $ 0 | $ 42 | $ 0 | $ 0 |
Wyndham Hotels Defined Contribution Plans | |||||||
Related Party Transaction [Line Items] | |||||||
Defined contribution plan, cost | 10 | 4 | |||||
Other non-current liabilities | |||||||
Related Party Transaction [Line Items] | |||||||
Remaining amount of contingent liability assumed | 22 | 22 | 24 | ||||
Current liabilities | |||||||
Related Party Transaction [Line Items] | |||||||
Remaining amount of contingent liability assumed | 2 | 2 | 11 | ||||
Other current assets | |||||||
Related Party Transaction [Line Items] | |||||||
Receivables due from former parent | $ 4 | 4 | 44 | ||||
Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Other contributions from former parent, net | 66 | ||||||
Separation And Distribution Agreement | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from former parent | 6 | 7 | |||||
Licensing Agreements | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from former parent | 113 | 84 | 59 | ||||
Wyndham Rewards | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from former parent | 18 | 21 | 16 | ||||
Contract Termination Indemnification Obligation | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Contract termination | 8 | ||||||
Other Assets | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Other contributions from former parent, net | 28 | ||||||
Sale of European Vacation Rentals Business | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from former parent | $ 40 | ||||||
Percent of net proceeds | 33.33333% | ||||||
Post closing-adjustment to reduce net consideration | $ 44 | ||||||
Maximum loss potential | $ 15 | ||||||
Information technology support, financial services, human resources and other shared services | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Expense for services provided by Parent | 13 | 29 | |||||
Indirect general corporate overhead allocations | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Expense for services provided by Parent | 12 | 35 | |||||
Insurance | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Expense for services provided by Parent | 1 | 3 | |||||
Defined contribution benefit plan | Wyndham Worldwide | |||||||
Related Party Transaction [Line Items] | |||||||
Expense for services provided by Parent | $ 2 | $ 6 |
Transactions With Former Pare_4
Transactions With Former Parent (Net Transfer to and Ne Contribution from Former Parent) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | $ (38) | $ (59) | |
Capital contribution from former Parent | $ 68 | 106 | 0 |
Dividend to former Parent | $ 0 | (109) | 0 |
Wyndham Worldwide | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | 222 | (59) | |
Contribution of outstanding borrowings due to former Parent | 197 | ||
Capital contribution from former Parent | 106 | ||
Dividend to former Parent | (109) | ||
Other contributions from former parent, net | 66 | ||
Due from Related Parties | 260 | ||
Wyndham Worldwide | Cash pooling and general financing activities | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | (110) | (227) | |
Wyndham Worldwide | Indirect general corporate overhead allocations | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | 12 | 35 | |
Wyndham Worldwide | Corporate allocations for shared services | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | 13 | 29 | |
Wyndham Worldwide | Stock-based compensation allocations | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | 20 | 11 | |
Wyndham Worldwide | Income taxes | |||
Related Party Transaction [Line Items] | |||
Transfer from (to) Parent | $ 27 | $ 93 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee, Lease, Description [Line Items] | |||
Operating right-of-use asset | $ 29 | ||
Finance lease, ROU asset | 37 | $ 41 | |
Finance lease liabilities, noncurrent | 55 | 59 | |
ROU asset obtained in exchange for operating lease liability | 22 | ||
Operating lease, payments | 9 | ||
Finance lease, principal payments | 5 | ||
Finance lease, right-of-use asset, amortization | 5 | ||
Finance lease, interest expense | 3 | ||
Operating lease, cost | $ 6 | ||
Rent expense | 8 | $ 5 | |
Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating right-of-use asset | $ 12 |
Leases - Lease Related Assets a
Leases - Lease Related Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Operating lease assets | $ 29 | |
Finance lease assets | 37 | $ 41 |
Total lease assets | 66 | |
Liabilities | ||
Operating lease liabilities, current | 5 | 0 |
Finance lease liabilities, current | 5 | |
Operating lease liabilities, noncurrent | 24 | |
Finance lease liabilities, noncurrent | 55 | $ 59 |
Total lease liabilities | $ 89 |
Leases - Remaining Lease Term a
Leases - Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Operating lease, weighted average remaining lease term | 7 years 10 months 24 days |
Finance lease, weighted average remaining lease term | 9 years 8 months 12 days |
Operating lease, weighted average discount rate | 4.70% |
Finance lease, weighted average discount rate | 4.50% |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2020 | $ 6 | |
2021 | 5 | |
2022 | 4 | |
2023 | 3 | |
2024 | 3 | |
Thereafter | 14 | |
Total minimum lease payments | 35 | |
Less: amount of lease payments representing interest | 6 | |
Present value of future minimum lease payments | 29 | |
Less: current obligations under leases | 5 | $ 0 |
Long-term lease obligations | 24 | |
Finance Leases | ||
2020 | 7 | |
2021 | 7 | |
2022 | 7 | |
2023 | 7 | |
2024 | 7 | |
Thereafter | 39 | |
Total minimum lease payments | 74 | |
Less: amount of lease payments representing interest | 14 | |
Present value of future minimum lease payments | 60 | 65 |
Less: current obligations under leases | 5 | |
Long-term lease obligations | $ 55 | $ 59 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income/(Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Net of Tax | $ (19) | $ (13) | $ 5 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 3 | (9) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (27) | (8) | 5 | $ 0 |
Stockholders' Equity Attributable to Parent | 1,212 | 1,418 | 1,262 | 1,086 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 5 | |||
Stockholders' Equity Attributable to Parent | (1) | (4) | 5 | 0 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Net of Tax | (22) | (4) | 0 | |
Stockholders' Equity Attributable to Parent | $ (26) | $ (4) | $ 0 | $ 0 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Total expenses | $ 389 | $ 469 | $ 471 | $ 418 | $ 445 | $ 499 | $ 396 | $ 246 | $ 1,746 | $ 1,585 | $ 1,031 |
Operating Income (Loss) | 103 | 91 | 62 | 50 | 82 | 105 | 39 | 56 | 307 | 283 | 249 |
Interest expense, net | 25 | 25 | 26 | 24 | 25 | 24 | 10 | 1 | 100 | 60 | 6 |
Pretax income | 78 | 66 | 36 | 26 | 57 | 81 | 29 | 55 | 207 | 223 | 243 |
Provision for income taxes | 14 | 21 | 10 | 5 | 14 | 23 | 8 | 16 | 50 | 61 | 13 |
Depreciation and amortization | 28 | 26 | 27 | 29 | 29 | 30 | 22 | 19 | 109 | 99 | 75 |
Net income | $ 64 | $ 45 | $ 26 | $ 21 | $ 43 | $ 58 | $ 21 | $ 39 | $ 157 | $ 162 | $ 230 |
Diluted (in usd per share) | $ 0.68 | $ 0.47 | $ 0.27 | $ 0.22 | $ 0.43 | $ 0.58 | $ 0.21 | $ 0.40 | $ 1.62 | $ 1.62 | $ 2.31 |
Weighted Average Number of Shares Outstanding, Diluted | 95 | 96.3 | 97.4 | 98.2 | 99.2 | 100.1 | 100 | 99.8 | 96.6 | 99.8 | 99.8 |
Share-based Payment Arrangement, Noncash Expense | $ 4 | $ 4 | $ 4 | $ 3 | $ 2 | $ 3 | $ 1 | $ 3 | $ 20 | ||
Separation-related costs | 0 | 0 | 1 | 21 | 14 | 17 | 35 | 12 | 22 | $ 77 | $ 3 |
Concessions of hotel-management fee for past services | 0 | 20 | 0 | 0 | 20 | ||||||
Contract termination | (1) | 34 | 9 | 0 | 42 | 0 | 0 | ||||
Transaction Related Costs | 10 | 12 | 11 | 7 | (1) | 7 | 28 | 2 | 40 | 36 | 3 |
Foreign currency impact of highly inflationary countries | 1 | 3 | 0 | 1 | (1) | 4 | 0 | 0 | 5 | 3 | 0 |
Impairment, net | 0 | 0 | 45 | 0 | 45 | 0 | 41 | ||||
Other Restructuring Costs | 8 | 0 | 0 | 0 | 8 | 0 | 1 | ||||
Adjusted EBITDA | 153 | 190 | 159 | 111 | 125 | 166 | 125 | 92 | 613 | 507 | 383 |
Net revenues | 492 | 560 | 533 | 468 | 527 | 604 | 435 | 302 | 2,053 | 1,868 | 1,280 |
Hotel Franchising | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Adjusted EBITDA | 151 | 195 | 162 | 113 | 122 | 178 | 129 | 86 | |||
Net revenues | 300 | 379 | 331 | 269 | 295 | 348 | 289 | 203 | |||
Hotel Management | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Adjusted EBITDA | 21 | 13 | 16 | 16 | 18 | 5 | 8 | 16 | |||
Net revenues | 190 | 180 | 201 | 197 | 229 | 252 | 146 | 99 | |||
Corporate and Other | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Depreciation and amortization | 11 | 6 | 0 | ||||||||
Adjusted EBITDA | (19) | (18) | (19) | (18) | (15) | (17) | (12) | (10) | (75) | (55) | (40) |
Net revenues | $ 2 | $ 1 | $ 1 | $ 2 | $ 3 | $ 4 | $ 0 | $ 0 | $ 6 | $ 7 | $ 0 |