Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2020 |
Entity File Number | 001-38432 |
Entity Registrant Name | Wyndham Hotels & Resorts, Inc. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 82-3356232 |
Entity Address, Address Line One | 22 Sylvan Way |
Entity Address, City or Town | Parsippany, |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 07054 |
City Area Code | 973 |
Local Phone Number | 753-6000 |
Title of 12(b) Security | Common Stock |
Trading Symbol | WH |
Security Exchange Name | NYSE |
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 Common Stock, Shares Outstanding | 93,161,047 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | Q2 |
Entity Central Index Key | 0001722684 |
Amendment Flag | false |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated and Comb
Condensed Consolidated and Combined Statements of Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net revenues | ||||
Net revenues | $ 258 | $ 533 | $ 667 | $ 1,001 |
Expenses | ||||
Operating | 23 | 38 | 57 | 81 |
General and administrative | 26 | 31 | 54 | 65 |
Depreciation and amortization | 25 | 27 | 49 | 56 |
Impairments, net | 206 | 45 | 206 | 45 |
Restructuring | 16 | 0 | 29 | 0 |
Transaction-related, net | 5 | 11 | 13 | 18 |
Separation-Related Charges | 0 | 1 | 22 | |
Contract termination | 0 | 9 | 0 | 9 |
Total expenses | 452 | 471 | 805 | 889 |
Operating (loss)/income | (194) | 62 | (138) | 112 |
Interest expense, net | 28 | 26 | 54 | 50 |
(Loss)/income before income taxes | (222) | 36 | (192) | 62 |
(Benefit)/provision for income taxes | (48) | 10 | (40) | 15 |
Net (loss)/income | $ (174) | $ 26 | $ (152) | $ 47 |
(Loss)/earnings per share | ||||
Basic (in usd per share) | $ (1.86) | $ 0.27 | $ (1.63) | $ 0.49 |
Diluted (in usd per share) | $ (1.86) | $ 0.27 | $ (1.63) | $ 0.49 |
Royalties and franchise fees | ||||
Net revenues | ||||
Net revenues | $ 61 | $ 126 | $ 154 | $ 228 |
Marketing, reservation and loyalty | ||||
Net revenues | ||||
Net revenues | 82 | 140 | 188 | 254 |
Expenses | ||||
Cost of revenues | 85 | 149 | 204 | 278 |
Management and other fees | ||||
Net revenues | ||||
Net revenues | 6 | 36 | 38 | 75 |
License and other fees | ||||
Net revenues | ||||
Net revenues | 21 | 33 | ||
Cost reimbursements | ||||
Net revenues | ||||
Net revenues | 66 | 160 | 192 | 315 |
Expenses | ||||
Cost of revenues | 66 | 160 | 192 | 315 |
Other | ||||
Net revenues | ||||
Net revenues | $ 22 | $ 38 | $ 53 | $ 68 |
Condensed Consolidated and Co_2
Condensed Consolidated and Combined Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss)/income | $ (174) | $ 26 | $ (152) | $ 47 |
Other comprehensive loss, net of tax | ||||
Foreign currency translation adjustments | 1 | 1 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (2) | 2 | ||
Unrealized losses on cash flow hedges | (2) | (16) | (38) | (24) |
Other comprehensive loss, net of tax | (1) | (15) | (40) | (22) |
Comprehensive (loss)/income | $ (175) | $ 11 | $ (192) | $ 25 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 664 | $ 94 |
Trade receivables, net | 314 | 304 |
Prepaid expenses | 51 | 48 |
Other current assets | 49 | 53 |
Total current assets | 1,078 | 499 |
Property and equipment, net | 294 | 307 |
Goodwill | 1,525 | 1,539 |
Other non-current assets | 216 | 242 |
Total assets | 4,848 | 4,533 |
Current liabilities: | ||
Current portion of long-term debt | 21 | 21 |
Accounts payable | 40 | 30 |
Deferred revenues | 99 | 132 |
Accrued expenses and other current liabilities | 183 | 279 |
Total current liabilities | 343 | 462 |
Long-term debt | 2,826 | 2,101 |
Deferred income taxes | 327 | 387 |
Deferred revenues | 162 | 151 |
Other non-current liabilities | 257 | 220 |
Total liabilities | 3,915 | 3,321 |
Commitments and contingencies (Note 11) | ||
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, 100.8 and 100.6 issued and outstanding at June 30, 2020 and December 31, 2019 | 1 | 1 |
Treasury stock, at cost – 7.7 and 6.8 shares at June 30, 2020 and December 31, 2019 | (408) | (363) |
Additional paid-in capital | 1,493 | 1,488 |
Retained earnings/(accumulated deficit) | (86) | 113 |
Accumulated other comprehensive loss | (67) | (27) |
Total stockholders’ equity | 933 | 1,212 |
Total liabilities and equity | 4,848 | 4,533 |
Trademarks, net | ||
Current assets: | ||
Intangible assets, net | 1,203 | 1,395 |
Franchise agreements and other intangibles, net | ||
Current assets: | ||
Intangible assets, net | $ 532 | $ 551 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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) | 100,800,000 | 100,600,000 |
Common stock, shares outstanding (in shares) | 100,800,000 | 100,600,000 |
Treasury stock, shares (in shares) | 7,700,000 | 6,800,000 |
Condensed Consolidated and Co_3
Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities | ||
Net (loss)/income | $ (152) | $ 47 |
Adjustments to reconcile net (loss)/income to net cash used in operating activities: | ||
Depreciation and amortization | 49 | 56 |
Impairments, net | 209 | |
Impairments, net | 206 | 45 |
Deferred income taxes | (47) | (6) |
Stock-based compensation | 10 | 11 |
Net change in assets and liabilities: | ||
Trade receivables | (23) | (55) |
Prepaid expenses | (3) | (20) |
Other current assets | (3) | (22) |
Accounts payable, accrued expenses and other current liabilities | (51) | (12) |
Payment of tax liability assumed in La Quinta acquisition | 0 | (188) |
Deferred income | (22) | 16 |
Payments of development advance notes, net | (6) | (8) |
Other, net | (1) | (1) |
Net cash used in operating activities | (40) | (137) |
Investing activities | ||
Property and equipment additions | (18) | (25) |
Payments for (Proceeds from) Loans Receivable | 1 | 2 |
Net cash used in investing activities | (19) | (27) |
Financing activities | ||
Proceeds from borrowings | 744 | 0 |
Finance lease payments | (2) | (2) |
Capital contribution from former Parent | 0 | 68 |
Principal payments on long-term debt | (18) | (8) |
Dividends to shareholders | (38) | (56) |
Repurchases of common stock | (50) | (95) |
Net share settlement of incentive equity awards | (4) | (4) |
Proceeds from (Payments for) Other Financing Activities | (2) | 1 |
Net cash provided by/(used in) financing activities | 630 | (96) |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (1) | 1 |
Net increase/(decrease) in cash, cash equivalents and restricted cash | 570 | (259) |
Cash, cash equivalents and restricted cash, beginning of period | 94 | 366 |
Cash, cash equivalents and restricted cash, end of period | $ 664 | $ 107 |
Condensed Consolidated and Co_4
Condensed Consolidated and Combined Statements of Equity (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings/(Accumulated Deficit) | Accumulated Other Comprehensive Loss |
Beginning balance, shares at Dec. 31, 2018 | 98 | |||||
Balance as of beginning of period, value at Dec. 31, 2018 | $ 1,418 | $ 1 | $ (119) | $ 1,475 | $ 69 | $ (8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss)/income | 21 | 21 | ||||
Period change | (7) | (7) | ||||
Dividends | (29) | (29) | ||||
Repurchase of common stock (shares) | (1) | |||||
Repurchase of common stock | (44) | (44) | ||||
Change in deferred compensation | 5 | 5 | ||||
Other | 0 | (1) | 1 | |||
Ending balance, shares at Mar. 31, 2019 | 97 | |||||
Balance as of end of period, value at Mar. 31, 2019 | 1,364 | $ 1 | (164) | 1,481 | 61 | (15) |
Beginning balance, shares at Dec. 31, 2018 | 98 | |||||
Balance as of beginning of period, value at Dec. 31, 2018 | 1,418 | $ 1 | (119) | 1,475 | 69 | (8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss)/income | 47 | |||||
Period change | (22) | |||||
Ending balance, shares at Jun. 30, 2019 | 96 | |||||
Balance as of end of period, value at Jun. 30, 2019 | 1,300 | $ 1 | (214) | 1,484 | 59 | (30) |
Beginning balance, shares at Mar. 31, 2019 | 97 | |||||
Balance as of beginning of period, value at Mar. 31, 2019 | 1,364 | $ 1 | (164) | 1,481 | 61 | (15) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss)/income | 26 | 26 | ||||
Period change | (15) | (15) | ||||
Dividends | (28) | (28) | ||||
Repurchase of common stock (shares) | (1) | |||||
Repurchase of common stock | (50) | (50) | ||||
Net share settlement of incentive equity awards | (4) | (4) | ||||
Change in deferred compensation | 6 | 6 | ||||
Adjustments to Additional Paid in Capital, Other | 1 | 1 | ||||
Other | 0 | |||||
Ending balance, shares at Jun. 30, 2019 | 96 | |||||
Balance as of end of period, value at Jun. 30, 2019 | 1,300 | $ 1 | (214) | 1,484 | 59 | (30) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of change in accounting standard | Accounting Standards Update 2016-13 | (10) | (10) | ||||
Beginning balance, shares at Dec. 31, 2019 | 94 | |||||
Balance as of beginning of period, value at Dec. 31, 2019 | 1,212 | $ 1 | (363) | 1,488 | 113 | (27) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss)/income | 22 | 22 | ||||
Period change | (39) | (39) | ||||
Dividends | (30) | (30) | ||||
Repurchase of common stock (shares) | (1) | |||||
Repurchase of common stock | (45) | (45) | ||||
Net share settlement of incentive equity awards | (2) | (2) | ||||
Change in deferred compensation | 4 | 4 | ||||
Ending balance, shares at Mar. 31, 2020 | 93 | |||||
Balance as of end of period, value at Mar. 31, 2020 | 1,112 | $ 1 | (408) | 1,490 | 95 | (66) |
Beginning balance, shares at Dec. 31, 2019 | 94 | |||||
Balance as of beginning of period, value at Dec. 31, 2019 | 1,212 | $ 1 | (363) | 1,488 | 113 | (27) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss)/income | (152) | |||||
Period change | (40) | |||||
Ending balance, shares at Jun. 30, 2020 | 93 | |||||
Balance as of end of period, value at Jun. 30, 2020 | 933 | $ 1 | (408) | 1,493 | (86) | (67) |
Beginning balance, shares at Mar. 31, 2020 | 93 | |||||
Balance as of beginning of period, value at Mar. 31, 2020 | 1,112 | $ 1 | (408) | 1,490 | 95 | (66) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss)/income | (174) | (174) | ||||
Period change | (1) | (1) | ||||
Dividends | (8) | (8) | ||||
Net share settlement of incentive equity awards | (2) | (2) | ||||
Change in deferred compensation | 6 | 6 | ||||
Adjustments to Additional Paid in Capital, Other | 0 | (1) | ||||
Other | 1 | |||||
Ending balance, shares at Jun. 30, 2020 | 93 | |||||
Balance as of end of period, value at Jun. 30, 2020 | $ 933 | $ 1 | $ (408) | $ 1,493 | $ (86) | $ (67) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
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. The Condensed Consolidated Financial Statements have been prepared on a stand-alone basis. The Condensed Consolidated Financial Statements include Wyndham Hotels’ assets, liabilities, revenues, expenses and cash flows and all entities in which Wyndham Hotels has a controlling financial interest. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s 2019 Consolidated and Combined Financial Statements included in its most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and any subsequent reports filed with the SEC. Business description Wyndham Hotels operates in the following segments: • Hotel Franchising — licenses the Company’s lodging brands and provides related services to third-party hotel owners and others. • Hotel Management — provides hotel management services for full-service and limited-service hotels as well as two hotels that are owned by the Company. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 2. NEW ACCOUNTING PRONOUNCEMENTS Recently adopted accounting pronouncements Measurement of Credit Losses on Financial Instruments. In June 2016, the Financial Accounting Standards Board (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. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted the guidance on January 1, 2020, as required using the 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. See Note 5 - Accounts Receivable for the impact of adoption. 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. The Company adopted the guidance on January 1, 2020, as required. There was no material impact on its Condensed Consolidated 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. This guidance should be applied on either a retrospective or prospective basis. The Company adopted the guidance on January 1, 2020, as required. There was no material impact on its Condensed Consolidated Financial Statements and related disclosures. Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2020, the FASB issued optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. Generally Accepted Accounting Principles ("GAAP") to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company adopted the guidance upon issuance, as required. There was no material impact on its Condensed Consolidated Financial Statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. REVENUE RECOGNITION Deferred revenues Deferred revenues, or contract liabilities, generally represent payments or consideration received in advance for goods or services that the Company has not yet provided to the customer. Deferred revenues as of June 30, 2020 and December 31, 2019 are as follows: June 30, 2020 December 31, 2019 Deferred initial franchise fee revenues $ 139 $ 136 Deferred loyalty program revenues 78 86 Deferred co-branded credit card program revenues 21 34 Deferred hotel management fee revenues 1 — Deferred other revenues 22 27 Total $ 261 $ 283 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 estimated 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 . As a result of the negative impact that the coronavirus pandemic (“COVID-19”) has had on travel demand, the Company’s assumptions related to redemptions, including estimated member redemption rate, member redemption pattern, and the estimated cost to satisfy such redemptions, have changed. Accordingly, the Company recognized a $16 million cumulative adjustment, which resulted in an increase to loyalty revenues during the second quarter of 2020. Such increase is included within marketing, reservation and loyalty and other revenues on the Condensed Consolidated Statement of Income during the three and six months ended June 30, 2020. Performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The consideration received from a customer is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below: 7/1/2020- 6/30/2021 7/1/2021- 6/30/2022 7/1/2022- 6/30/2023 Thereafter Total Initial franchise fee revenues $ 24 $ 9 $ 9 $ 97 $ 139 Loyalty program revenues 40 25 11 2 78 Co-branded credit card program revenues 21 — — — 21 Hotel management fee revenues 1 — — — 1 Other revenues 13 2 1 6 22 Total $ 99 $ 36 $ 21 $ 105 $ 261 Disaggregation of net revenues The table below presents a disaggregation of the Company’s net revenues from contracts with customers by major services and products for each of the Company’s segments: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Hotel Franchising Royalties and franchise fees $ 59 $ 124 $ 144 $ 223 Marketing, reservation and loyalty 82 139 187 252 License and other fees 21 33 42 61 Other 20 35 52 64 Total Hotel Franchising 182 331 425 600 Hotel Management Royalties and franchise fees 2 2 10 5 Marketing, reservation and loyalty — 1 1 2 Owned hotel revenues 2 23 23 49 Management fees 4 13 15 26 Cost reimbursements 66 160 192 315 Other 2 2 1 1 Total Hotel Management 76 201 242 398 Corporate and Other — 1 — 3 Net revenues $ 258 $ 533 $ 667 $ 1,001 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 its franchisees, which are amortized over the remaining non-cancellable period of the franchise agreement. As of June 30, 2020 and December 31, 2019 , capitalized contract costs were $32 million and $33 million , respectively, of which $6 million and $8 million , respectively, were included in other current assets, and $26 million and $25 million |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. EARNINGS PER SHARE The computation of basic and diluted earnings (loss) per share (“EPS”) is based on net income (loss) divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. The following table sets forth the computation of basic and diluted EPS (in millions, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net (loss)/income $ (174 ) $ 26 $ (152 ) $ 47 Basic weighted average shares outstanding 93.3 97.1 93.5 97.5 Stock options and restricted stock units (“RSUs”) (a) — 0.3 — 0.3 Diluted weighted average shares outstanding 93.3 97.4 93.5 97.8 (Loss)/earnings per share: Basic $ (1.86 ) $ 0.27 $ (1.63 ) $ 0.49 Diluted (1.86 ) 0.27 (1.63 ) 0.49 Dividends: Cash dividends declared per share $ 0.08 $ 0.29 $ 0.40 $ 0.58 Aggregate dividends paid to shareholders $ 8 $ 28 $ 38 $ 56 _____________________ (a) Due to the anti-dilutive effect resulting from the reported net loss for the three and six months ended June 30, 2020, 0.1 million of anti-dilutive shares were omitted from the calculation of weighted average shares outstanding for those periods. Stock repurchase program The following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data): Shares Cost Average Price Per Share As of January 1, 2020 6.8 $ 363 $ 53.67 For the six months ended June 30, 2020 0.9 45 51.57 As of June 30, 2020 7.7 $ 408 $ 53.43 The Company had $191 million of remaining availability under its program as of June 30, 2020 . On March 17, 2020, the Company suspended its share repurchase activity and as a condition of the amendment to its revolving credit agreement, the Company is restricted from repurchasing shares of its stock until the waiver amendment expires at the beginning of the second quarter of 2021 unless the Company elects to terminate the amendment earlier. |
Accounts Receivable Accounts Re
Accounts Receivable Accounts Receivable | 6 Months Ended |
Jun. 30, 2020 | |
Credit Loss [Abstract] | |
Accounts Receivable | 5. ACCOUNTS RECEIVABLE Allowance for doubtful accounts The Company generates trade receivables in the ordinary course of its business and provides for estimated bad debts on such receivables. The Company adopted the new accounting guidance, ASU 2016-13, Measurement of Credit Losses on Financial Instruments on January 1, 2020. As a result of adopting the new guidance, the Company recorded a $10 million (net of $2 million of an income tax benefit) cumulative effect adjustment to retained earnings at January 1, 2020. Since adoption, the Company measures the expected credit losses of its receivables on a collective (pool) basis which aggregates receivables with similar risk characteristics and uses historical collection attrition rates for periods ranging from seven to ten years to estimate its expected credit losses. As such, the Company measures the expected credit losses of its receivables by segment and geographical area. Beginning January 1, 2020, the Company provides an estimate of expected credit losses for its receivables immediately upon origination or acquisition and may adjust this estimate in subsequent reporting periods as required. When the Company determines that an account is not collectible, the account is written-off to the allowance for doubtful accounts. The Company also considers whether the historical economic conditions are comparable to current economic conditions. If current or expected future conditions differ from the conditions in effect when the historical experience was generated, the Company would adjust the allowance for doubtful accounts to reflect the expected effects of the current environment on the collectability of the Company’s trade receivables which may be material. The following table sets forth the activity in the Company's allowance for doubtful accounts on trade accounts receivables for the six months ended: June 30, 2020 Beginning balance $ 47 Cumulative effect of change in accounting standard 12 Provision for doubtful accounts 21 Bad debt write-offs (13 ) Ending balance $ 67 Notes receivable The Company had notes receivables of $15 million , net of a $2 million allowance as of June 30, 2020 and for a significant portion of such notes receivables, the Company has received personal guarantees from the owners of these hotels. In addition, the Company had $18 million |
Long-Lived Assets
Long-Lived Assets | 6 Months Ended |
Jun. 30, 2020 | |
Long-Lived Assets [Abstract] | |
Long-Lived Assets | 6. LONG-LIVED ASSETS Property, plant and equipment As a result of COVID-19 and the related governmental preventative and protective actions to slow the spread of the virus, the travel industry is experiencing a sharp decline in travel demand. As a result, the Company closed its two owned hotels temporarily for April and May 2020. Due to the temporary closure of such hotels and the continued decrease in travel demand, the Company has evaluated the recoverability of its net property plant and equipment associated with its two owned hotels for impairment in both the first and second quarters of 2020 and believes that it is more likely than not that the carrying value of those assets are recoverable from future expected cash flows, on an undiscounted basis, from such assets. Although the Company believes that it is more likely than not that the carrying values of its net property, plant and equipment for its two owned hotels are not impaired, the impact of COVID-19 and the ultimate duration remains highly uncertain. Should the current effects of COVID-19 persist for a prolonged duration, the Company's results of operations may continue to be negatively impacted and the property, plant and equipment associated with its owned hotels may be exposed to impairment. Property, plant and equipment, net as of June 30, 2020 and December 31, 2019 was $294 million and $307 million , respectively. Intangible assets As a result of COVID-19 and the significant negative impact it has had on travel demand, the Company performed an impairment analysis on all its intangible assets. The Company evaluated the carrying value of each of its indefinite-lived intangible assets compared to their respective estimated fair values. The fair value of each of its indefinite-lived intangible assets is estimated using a discounted cash flow methodology. The Company also evaluated the recoverability of its amortizable intangible assets by comparing the respective carrying values of the assets to the future expected cash flows on an undiscounted basis, to be generated from such assets. The Company has determined through such analyses that certain of its trademarks, as well as, goodwill associated with its owned hotel reporting unit were impaired. Accordingly, the Company recorded impairment charges totaling $205 million in the second quarter of 2020 to reduce the carrying value of those assets to their estimated fair values. Such charges were reported within impairments, net on the Condensed Consolidated Statement of Income and $191 million and $14 million were charged to the hotel franchising segment and the hotel management segment, respectively. The following is the breakout of the intangible impairment charges for the three months ended June 30, 2020 : Intangible Asset Book Value Impairment Charges Adjusted Fair Value Owned hotel reporting unit goodwill $ 14 $ (14 ) $ — La Quinta trademark 710 (155 ) 555 Other trademarks (a) 103 (36 ) 67 Total $ 827 $ (205 ) $ 622 _____________________ (a) Represents the impairments of three of the Company's trademarks. Should the current effects of COVID-19 persist for a prolonged duration, the Company's results of operations may continue to be negatively impacted and its intangible assets within its hotel franchising and hotel management reporting units may be exposed to future impairments. 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 its remaining goodwill, trademarks, franchise agreements and management contracts, which would adversely impact earnings. Intangible assets as of June 30, 2020 and December 31, 2019 consisted of the following: June 30, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net Goodwill $ 1,539 $ (14 ) $ 1,525 $ 1,539 $ — $ 1,539 June 30, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net Unamortized intangible assets: Trademarks $ 1,202 $ 1,393 Amortized intangible assets: Franchise agreements $ 895 $ 473 $ 422 $ 895 $ 460 $ 435 Management agreements 136 27 109 137 23 114 Trademarks 2 1 1 3 1 2 Other 2 1 1 3 1 2 $ 1,035 $ 502 $ 533 $ 1,038 $ 485 $ 553 |
Franchising, Marketing and Rese
Franchising, Marketing and Reservation Activities | 6 Months Ended |
Jun. 30, 2020 | |
Franchisors [Abstract] | |
Franchising and Marketing and Reservation Activities | 7. FRANCHISING, MARKETING AND RESERVATION ACTIVITIES Royalties and franchise fee revenues on the Condensed Consolidated Statements of Income include initial franchise fees of $5 million and $4 million for the three months ended June 30, 2020 and 2019 , respectively, and $8 million for the six months ended June 30, 2020 and 2019 . 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. Such interest was immaterial for the three and six months ended June 30, 2020 and 2019. As a result of COVID-19 and the significant negative impact it has had on travel demand, the Company performed a qualitative assessment on its development advance notes and determined that it is more likely than not that the carrying value of those assets are recoverable from future expected cash flows as of June 30, 2020. The following tables set forth the amounts recorded on the Company's Condensed Consolidated Financial Statements related to development advance notes: Condensed Consolidated Balance Sheets: June 30, 2020 December 31, 2019 Development advance notes (a) $ 85 $ 84 _____________________ (a) Included within other non-current assets. Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Forgiveness of notes (a) $ 2 $ 2 $ 4 $ 4 Bad debt expense related to notes — 1 1 2 ______________________ (a) Amounts are recorded as a reduction of royalties and franchise fees and marketing, reservation and loyalty revenues. Condensed Consolidated Statements of Cash Flows: Six Months Ended June 30, 2020 2019 Payments of development advance notes $ (6 ) $ (9 ) Proceeds from development advance notes — 1 Payments of development advance notes, net $ (6 ) $ (8 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES The Company files income tax returns in the U.S. federal and state jurisdictions, as well as in foreign jurisdictions. Through May 31, 2018, the Company was part of a consolidated U.S. federal income tax return and consolidated and combined state returns with its former Parent. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2015. The Company is no longer subject to state and local, or foreign, income tax examinations for years prior to 2010. The Company made cash income tax payments, net of refunds, of $2 million and $37 million for the six months ended June 30, 2020 and 2019, respectively. The 2019 payments exclude $188 million of tax payments related to assumed liabilities in connection with the La Quinta acquisition. The Company’s effective tax rates were 21.6% on pre-tax loss and 27.8% on pre-tax income during the three months ended June 30, 2020 and 2019 , respectively. The decrease was primarily related to goodwill impairment charges that are nondeductible for tax purposes. The Company’s effective tax rates were 20.8% on pre-tax loss and 24.2% on pre-tax income during the six months ended June 30, 2020 and 2019 , respectively. The decrease was primarily related to goodwill impairment charges that are |
Long-Term Debt and Borrowing Ar
Long-Term Debt and Borrowing Arrangements | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Borrowing Arrangements | 9. LONG-TERM DEBT AND BORROWING ARRANGEMENTS The Company’s indebtedness consisted of: June 30, 2020 December 31, 2019 Long-term debt: (a) Amount Weighted Average Rate (b) Amount Weighted Average Rate (b) $750 million revolving credit facility (due May 2023) $ 734 2.44 % $ — Term loan (due May 2025) 1,561 3.23 % 1,568 4.00 % 5.375% senior unsecured notes (due April 2026) 495 5.38 % 494 5.38 % Finance leases 57 4.50 % 60 4.50 % Total long-term debt 2,847 2,122 Less: Current portion of long-term debt 21 21 Long-term debt $ 2,826 $ 2,101 ______________________ (a) The carrying amount of the term loan and senior unsecured notes are net of deferred debt issuance costs of $16 million and $18 million as of June 30, 2020 and December 31, 2019 , respectively. (b) Weighted average interest rates are based on period-end balances, including the effects from hedging. Maturities and capacity The Company’s outstanding debt as of June 30, 2020 matures as follows: Long-Term Debt Within 1 year $ 21 Between 1 and 2 years 21 Between 2 and 3 years 755 Between 3 and 4 years 22 Between 4 and 5 years 1,503 Thereafter 525 Total $ 2,847 As of June 30, 2020 , the available capacity under the Company’s revolving credit facility was as follows: Revolving Credit Facility Total capacity $ 750 Less: Borrowings 734 Less: Letters of credit 15 Available capacity $ 1 Deferred debt issuance costs The Company classifies deferred debt issuance costs related to its revolving credit facility within other non-current assets on the Condensed Consolidated Balance Sheets. Such deferred debt issuance costs were $5 million and $4 million as of June 30, 2020 and December 31, 2019 , respectively. Cash flow hedge In 2018, the Company hedged a portion of its $1.6 billion term loan. As of June 30, 2020 , 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 the second quarter of 2024 and has a weighted average fixed rate of 2.54% and $500 million expires in the fourth quarter of 2024 and has a weighted average fixed rate of 1.45% . The variable rates of the swap agreements are based on one-month LIBOR. The aggregate fair value of these interest rate swaps was a liability of $85 million and $34 million as of June 30, 2020 and December 31, 2019 , respectively, which was included within other non-current liabilities on the Condensed Consolidated Balance Sheets. The effect of interest rate swaps on interest expense, net on the Condensed Consolidated Statements of Income was $6 million and $8 million of expense for the three and six months ended June 30, 2020 , respectively, and not material for the three and six months ended June 30, 2019 . There was no hedging ineffectiveness recognized in the six months ended June 30, 2020 and 2019 . The Company expects to reclassify approximately $26 million of losses from accumulated other comprehensive income ("AOCI") (loss) to interest expense during the next 12 months. Revolving credit facility In April 2020, the Company completed an amendment to its revolving credit facility agreement to waive the quarterly-tested leverage covenant until the second quarter of 2021. The covenant was also modified for the second, third and potentially fourth quarters of 2021 to use a form of annualized EBITDA, as defined in the credit agreement, rather than the last twelve months EBITDA, as previously required. In return for this modification, the Company agreed to maintain minimum liquidity of $200 million , which is defined in the credit agreement as the total of unrestricted cash on hand and available capacity under the Company's revolving credit facility, pay 25 basis points of higher interest on outstanding borrowings, restrict share repurchases and reduce payment of dividends, or restrict dividends to $0.01 per share in the event the Company's liquidity is below $300 million . Interest expense, net Wyndham Hotels incurred net interest expense of $28 million and $26 million for the three months ended June 30, 2020 and 2019 , respectively, and $54 million and $50 million for the six months ended June 30, 2020 and 2019 , respectively. Cash paid related to such interest was $52 million and $50 million for the six months ended June 30, 2020 and 2019 , respectively. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 10. FAIR VALUE Wyndham Hotels measures its financial assets and liabilities at fair value on a recurring basis and utilizes the fair value hierarchy to determine such fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable. Level 3: Unobservable inputs used when little or no market data is available. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. Wyndham Hotels’ assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, trade receivables, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying amounts and estimated fair values of all other financial instruments are as follows: June 30, 2020 Carrying Amount Estimated Fair Value Debt $ 2,847 $ 2,768 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 the Company 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. See Note 9 - Long-Term Debt and Borrowing Arrangements for the impact of such cash flow hedges. Foreign currency risk The Company has foreign currency rate exposure to exchange rate fluctuations worldwide, particularly with respect to the Canadian Dollar, the Chinese Yuan, the Euro, the British Pound and the Argentine Peso. The Company uses foreign currency forward contracts at various times to manage and reduce the foreign currency exchange rate risk associated with its foreign currency denominated receivables and payables, forecasted royalties and forecasted earnings and cash flows of foreign subsidiaries and other transactions. Losses recognized in income from freestanding foreign currency exchange contracts were no t material during the three months ended June 30, 2020 and $2 million during the six months ended June 30, 2020. Losses recognized in income from freestanding foreign currency exchange contracts were no t material during the three and six months ended June 30, 2019. Such losses are included in operating expenses in the Condensed Consolidated Statements of Income. The Company accounts for Argentina as a highly inflationary economy. Foreign currency exchange losses related to Argentina were no t material during the three months ended June 30, 2020 and $1 million during the six months ended June 30, 2020 . The Company incurred immaterial foreign currency exchange gains related to Argentina during the three months ended June 30, 2019 and $1 million of losses during the six months ended June 30, 2019 . Such gains and losses are included in operating expenses in the Condensed Consolidated Statements of Income. Credit risk and exposure The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and often by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Litigation The Company 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 June 30, 2020 , 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 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, the Company 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. The Company 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. The Company believes that it has adequately accrued for such matters with reserves of $6 million and $7 million as of June 30, 2020 and December 31, 2019 , respectively. The Company also had receivables of $1 million and $2 million as of June 30, 2020 and December 31, 2019 , respectively, for certain matters which are covered by insurance and were included in other current assets on its Condensed Consolidated Balance Sheets. Litigation is inherently unpredictable and, although the Company 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 the Company with respect to earnings and/or cash flows in any given reporting period. As of June 30, 2020 , the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $5 million in excess of recorded accruals. However, the Company does not believe that the impact of such litigation will result in a material liability to the Company in relation to its combined financial position or liquidity. Guarantees Hotel-management guarantees The Company had previously entered into hotel-management agreements that provided 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 have been able to recapture all or a portion of the shortfall payments in the event that future operating results exceed targets. As a result of the significant economic impacts of COVID-19, on June 30, 2020, the Company provided notice of termination of its remaining managed hotel performance guarantee pursuant to a force majeure provision in the hotel-management agreement. The notice provides for termination of the management agreement as of the 90th day following the notice date. As a result of the termination of the management agreement, the Company’s receivable of $4 million became fully impaired as of June 30, 2020 and the charge was recorded within impairments, net on the Condensed Consolidated Statements of Income. As of December 31, 2019, the Company had a total receivable of $5 million , of which $1 million was included in other current assets and $4 million was included in other non-current assets on its Condensed Consolidated Balance Sheet. Such receivable was the result of payments previously made under the guarantee that were subject to recapture and which the Company believed, pre COVID-19, were recoverable from future operating performance. During 2019, the Company determined it would exit two unprofitable hotel-management agreements. In connection with such hotel-management agreements, the Company had a $10 million liability as of December 31, 2019, which was included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet and was paid in the first quarter of 2020. Separation-related guarantees 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. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. 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 June 30, 2020 , 5.8 million shares remained available. Incentive equity awards granted by the Company Wyndham Hotels’ Board of Directors approved incentive equity award grants to employees of Wyndham Hotels in the form of RSUs, stock options and PSUs. The activity related to the Company’s incentive equity awards for the six months ended June 30, 2020 consisted of the following: RSUs PSUs Number of Weighted Number Weighted Balance as of December 31, 2019 0.8 $ 55.75 0.1 $ 52.44 Granted (a) 0.6 53.01 0.1 53.40 Vested (0.3 ) 56.15 — — Canceled (0.2 ) 54.81 — — Balance as of June 30, 2020 0.9 (b) $ 54.15 0.2 (c) $ 52.93 ______________________ (a) Represents awards granted by the Company primarily in February 2020. (b) RSUs outstanding as of June 30, 2020 are expected to vest over time and have an aggregate unrecognized compensation expense of $45 million , which is expected to be recognized over a weighted average period of 3.1 years . (c) PSUs outstanding as of June 30, 2020 are expected to vest over time and have an aggregate unrecognized compensation expense of $9 million , which may be recognized over a weighted average period of 2.9 years . The activity related to stock options granted by the Company for the six months ended June 30, 2020 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, 2019 0.9 $ 56.96 Granted 0.6 53.40 Exercised — — Canceled (0.1 ) 54.72 Expired — — Outstanding as of June 30, 2020 1.4 $ 55.57 6.0 $ — Unvested as of June 30, 2020 1.0 (a) $ 54.54 6.2 $ — Exercisable as of June 30, 2020 0.4 $ 57.94 5.6 $ — ______________________ (a) Unvested options as of June 30, 2020 are expected to vest over time and have an aggregate unrecognized compensation expense of $9 million , which is expected to be recognized over a weighted average period of 3.1 years . The fair value of stock options granted by the Company during 2020 and 2019 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. 2020 2019 Grant date fair value $8.59 $10.46 Grant date strike price $53.40 $52.44 Expected volatility 24.30% 22.24% Expected life 4.25 years 6.25 years Risk-free interest rate 1.21% 2.63% Projected dividend yield 2.40% 2.21% Stock-based compensation expense Stock-based compensation expense was $6 million for the three months ended June 30, 2020 and 2019 . For the three months ended June 30, 2020 , $1 million was recorded within restructuring costs and for the three months ended June 30, 2019 , $2 million was recorded within separation-related costs on the Condensed Consolidated Statements of Income. Further, stock-based compensation expense was $10 million and $11 million for the six months ended June 30, 2020 and 2019 , respectively. For the six months ended June 30, 2020 , $1 million was recorded within restructuring costs and for the six months ended June 30, 2019 , $4 million was recorded within separation-related costs on the Condensed Consolidated Statements of Income. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 13. SEGMENT INFORMATION The reportable segments presented below represent the Company's 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, the Company 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 (loss) 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. The Company 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. The Company's presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Three Months Ended June 30, 2020 2019 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 182 $ 83 $ 331 $ 162 Hotel Management 76 (4 ) 201 16 Total Reportable Segments 258 79 532 178 Corporate and Other — (16 ) 1 (19 ) Total Company $ 258 $ 63 $ 533 $ 159 The table below is a reconciliation of net income (loss) to adjusted EBITDA. Three Months Ended June 30, 2020 2019 Net (loss)/income $ (174 ) $ 26 (Benefit)/provision for income taxes (48 ) 10 Depreciation and amortization 25 27 Interest expense, net 28 26 Stock-based compensation expense 5 4 Impairments, net 206 45 Restructuring costs 16 — Transaction-related expenses, net 5 11 Separation-related expenses — 1 Contract termination costs — 9 Adjusted EBITDA $ 63 $ 159 Six Months Ended June 30, 2020 2020 2019 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 425 $ 191 $ 600 $ 275 Hotel Management 242 13 398 31 Total Reportable Segments 667 204 998 306 Corporate and Other — (34 ) 3 (36 ) Total Company $ 667 $ 170 $ 1,001 $ 270 The table below is a reconciliation of net income (loss) to adjusted EBITDA. Six Months Ended June 30, 2020 2020 2019 Net (loss)/income $ (152 ) $ 47 (Benefit)/provision for income taxes (40 ) 15 Depreciation and amortization 49 56 Interest expense, net 54 50 Stock-based compensation expense 9 7 Impairments, net 206 45 Restructuring costs 29 — Transaction-related expenses, net 13 18 Separation-related expenses 1 22 Contract termination costs — 9 Foreign currency impact of highly inflationary countries 1 1 Adjusted EBITDA $ 170 $ 270 |
Other Expenses and Charges
Other Expenses and Charges | 6 Months Ended |
Jun. 30, 2020 | |
Other Expenses [Abstract] | |
Other Expenses and Charges | 14. OTHER EXPENSES AND CHARGES Impairments, net As a result of COVID-19 and the significant negative impact it has had on travel demand, the Company reviewed its intangible assets for potential impairment and determined that the carrying value of certain intangible assets were in excess of their fair values. Accordingly, the Company recorded impairment charges of $205 million , in the second quarter of 2020, primarily related to certain trademarks and goodwill associated with its owned hotel reporting unit. See Note 6 - Long-Lived Assets for more information. Additionally, in the second quarter of 2020, the Company incurred a $4 million non-cash impairment charge for the write-off of a receivable associated with the expected termination of an unprofitable hotel-management agreement. See Note 11 - Commitments and Contingencies for more information. The Company also recovered cash proceeds of $3 million of a previously impaired asset. These charges were all reported within impairments, net on the Condensed Consolidated Statement of Income. During the second quarter of 2019, the Company incurred a non-cash net impairment charge associated with the planned termination of a hotel-management arrangement, which is comprised of a $48 million write-off of receivables, a $10 million write-off of a guarantee asset and the derecognition of a $13 million guarantee liability. Restructuring The Company incurred $16 million and $29 million of charges during the three and six months ended June 30, 2020 , respectively, related to two restructuring initiatives implemented in response to COVID-19. The first quarter of 2020 plan resulted in a reduction of 262 employees for a charge of $13 million . The Company initiated another plan in the second quarter of 2020 to further reduce headcount by 180 employees and to consolidate its corporate facilities resulting in a charge of $16 million . In addition, during the fourth quarter of 2019, the Company had implemented restructuring initiatives, primarily focused on enhancing its organizational efficiency and rationalizing its operations. Below is the activity for the six months ended June 30, 2020 relating to restructuring activities by plan: 2020 Activity Liability as of December 31, 2019 Costs Recognized Cash Payments Other (a) Liability as of June 30, 2020 2019 Plan Personnel-related $ 8 $ — $ (6 ) $ (1 ) $ 1 2020 Plans Personnel-related — 23 (12 ) (1 ) 10 Facility-related — 5 — — 5 Other — 1 (1 ) — — Total 2020 Plans — 29 (13 ) (1 ) 15 Total accrued restructuring $ 8 $ 29 $ (19 ) $ (2 ) $ 16 ______________________ (a) Represents non-cash payments in Company stock. Restructuring charges by segment for the three and six months ended June 30, 2020 were as follows: Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Hotel Franchising $ 8 $ 15 Hotel Management 1 2 Corporate and Other 7 12 Total $ 16 $ 29 Transaction-related, net The Company incurred transaction-related expenses of $5 million and $11 million during the three months ended June 30, 2020 and 2019 , respectively, and $13 million and $18 million during the six months ended June 30, 2020 and 2019 , respectively. These expenses were primarily related to integration activities for the acquisition of La Quinta. Separation-related Separation-related costs associated with the Company's spin-off from Wyndham Worldwide were no t material for the three months ended June 30, 2020 and $1 million for the three months ended June 30, 2019 . For the six months ended June 30, 2020 and 2019 , the Company incurred separation-related costs associated with its spin-off of $1 million and $22 million , respectively. These costs primarily consist of severance, stock-based compensation and other employee-related costs. Contract termination During the second quarter of 2019, the Company incurred a contract termination charge of $9 million in connection with an obligation associated with the expected termination of a hotel-management agreement, which was paid in the second quarter of 2020. |
Transactions With Former Parent
Transactions With Former Parent | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Transactions With Former Parent | 15. TRANSACTIONS WITH FORMER PARENT The Company 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, the Company 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. The Company 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. Revenues recorded in connection with these agreements were no t material for the three and six months ended June 30, 2020 and were $1 million and $3 million for the three and six months ended June 30, 2019 , respectively. Such revenues are reported within other revenues on the Condensed Consolidated Statements of Income. In addition, Wyndham Hotels recorded revenues from Wyndham Destinations in the amount of $16 million and $27 million for the three months ended June 30, 2020 and 2019 , respectively, and $32 million and $48 million for the six months ended June 30, 2020 and 2019 , respectively, for a license, development and non-competition agreement. Further, the Company recorded revenues of $4 million and $5 million for the three months ended June 30, 2020 and 2019 , respectively, and $7 million and $11 million for the six months ended June 30, 2020 and 2019 , respectively, for activities associated with the Wyndham Rewards program. The Company also recorded revenues from a former affiliate for license fees of $1 million for the three months ended June 30, 2020 and 2019 , and $3 million for the six months ended June 30, 2020 and 2019 . Such fees are recorded within license and other fees on the Condensed Consolidated Statements of Income. 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 $21 million and $22 million as of June 30, 2020 and December 31, 2019 , respectively, which were included within other non-current liabilities on its Condensed Consolidated Balance Sheets. The Company also had a $2 million liability due to its former Parent which was included within current liabilities on its Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 . In addition, the Company had $4 million of receivables due from former Parent as of June 30, 2020 and December 31, 2019 , which were included within current assets on its Condensed Consolidated Balance Sheets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 16. 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, 2019 $ (1 ) $ (26 ) $ (27 ) Period change (3 ) (36 ) (39 ) Balance as of March 31, 2020 (4 ) (62 ) (66 ) Period change 1 (2 ) (1 ) Balance as of June 30, 2020 $ (3 ) $ (64 ) $ (67 ) Net of Tax Balance as of December 31, 2018 $ (4 ) $ (4 ) $ (8 ) Period change 1 (8 ) (7 ) Balance as of March 31, 2019 (3 ) (12 ) (15 ) Period change 1 (16 ) (15 ) Balance as of June 30, 2019 $ (2 ) $ (28 ) $ (30 ) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements.The Condensed Consolidated Financial Statements have been prepared on a stand-alone basis. The Condensed Consolidated Financial Statements include Wyndham Hotels’ assets, liabilities, revenues, expenses and cash flows and all entities in which Wyndham Hotels has a controlling financial interest. |
Basis of Accounting | The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Use of Estimate | In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. |
Recently Issued and Adopted Accounting Pronouncements | Recently adopted accounting pronouncements Measurement of Credit Losses on Financial Instruments. In June 2016, the Financial Accounting Standards Board (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. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted the guidance on January 1, 2020, as required using the 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. See Note 5 - Accounts Receivable for the impact of adoption. 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. The Company adopted the guidance on January 1, 2020, as required. There was no material impact on its Condensed Consolidated 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. This guidance should be applied on either a retrospective or prospective basis. The Company adopted the guidance on January 1, 2020, as required. There was no material impact on its Condensed Consolidated Financial Statements and related disclosures. Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2020, the FASB issued optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. Generally Accepted Accounting Principles ("GAAP") to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company adopted the guidance upon issuance, as required. There was no material impact on its Condensed Consolidated Financial Statements and related disclosures. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | Deferred revenues as of June 30, 2020 and December 31, 2019 are as follows: June 30, 2020 December 31, 2019 Deferred initial franchise fee revenues $ 139 $ 136 Deferred loyalty program revenues 78 86 Deferred co-branded credit card program revenues 21 34 Deferred hotel management fee revenues 1 — Deferred other revenues 22 27 Total $ 261 $ 283 |
Schedule of Performance Obligations | The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below: 7/1/2020- 6/30/2021 7/1/2021- 6/30/2022 7/1/2022- 6/30/2023 Thereafter Total Initial franchise fee revenues $ 24 $ 9 $ 9 $ 97 $ 139 Loyalty program revenues 40 25 11 2 78 Co-branded credit card program revenues 21 — — — 21 Hotel management fee revenues 1 — — — 1 Other revenues 13 2 1 6 22 Total $ 99 $ 36 $ 21 $ 105 $ 261 |
Schedule of Disaggregation of Net Revenues | The table below presents a disaggregation of the Company’s net revenues from contracts with customers by major services and products for each of the Company’s segments: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Hotel Franchising Royalties and franchise fees $ 59 $ 124 $ 144 $ 223 Marketing, reservation and loyalty 82 139 187 252 License and other fees 21 33 42 61 Other 20 35 52 64 Total Hotel Franchising 182 331 425 600 Hotel Management Royalties and franchise fees 2 2 10 5 Marketing, reservation and loyalty — 1 1 2 Owned hotel revenues 2 23 23 49 Management fees 4 13 15 26 Cost reimbursements 66 160 192 315 Other 2 2 1 1 Total Hotel Management 76 201 242 398 Corporate and Other — 1 — 3 Net revenues $ 258 $ 533 $ 667 $ 1,001 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS | The following table sets forth the computation of basic and diluted EPS (in millions, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net (loss)/income $ (174 ) $ 26 $ (152 ) $ 47 Basic weighted average shares outstanding 93.3 97.1 93.5 97.5 Stock options and restricted stock units (“RSUs”) (a) — 0.3 — 0.3 Diluted weighted average shares outstanding 93.3 97.4 93.5 97.8 (Loss)/earnings per share: Basic $ (1.86 ) $ 0.27 $ (1.63 ) $ 0.49 Diluted (1.86 ) 0.27 (1.63 ) 0.49 Dividends: Cash dividends declared per share $ 0.08 $ 0.29 $ 0.40 $ 0.58 Aggregate dividends paid to shareholders $ 8 $ 28 $ 38 $ 56 |
Schedule of Stock Repurchase Activity | he following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data): Shares Cost Average Price Per Share As of January 1, 2020 6.8 $ 363 $ 53.67 For the six months ended June 30, 2020 0.9 45 51.57 As of June 30, 2020 7.7 $ 408 $ 53.43 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Credit Loss [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table sets forth the activity in the Company's allowance for doubtful accounts on trade accounts receivables for the six months ended: June 30, 2020 Beginning balance $ 47 Cumulative effect of change in accounting standard 12 Provision for doubtful accounts 21 Bad debt write-offs (13 ) Ending balance $ 67 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Long-Lived Assets [Abstract] | |
Schedule of Impaired Intangible Assets [Table Text Block] | The following is the breakout of the intangible impairment charges for the three months ended June 30, 2020 : Intangible Asset Book Value Impairment Charges Adjusted Fair Value Owned hotel reporting unit goodwill $ 14 $ (14 ) $ — La Quinta trademark 710 (155 ) 555 Other trademarks (a) 103 (36 ) 67 Total $ 827 $ (205 ) $ 622 _____________________ (a) Represents the impairments of three of the Company's trademarks. |
Schedule of Intangible Assets and Goodwill | Intangible assets as of June 30, 2020 and December 31, 2019 consisted of the following: June 30, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net Goodwill $ 1,539 $ (14 ) $ 1,525 $ 1,539 $ — $ 1,539 June 30, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net Unamortized intangible assets: Trademarks $ 1,202 $ 1,393 Amortized intangible assets: Franchise agreements $ 895 $ 473 $ 422 $ 895 $ 460 $ 435 Management agreements 136 27 109 137 23 114 Trademarks 2 1 1 3 1 2 Other 2 1 1 3 1 2 $ 1,035 $ 502 $ 533 $ 1,038 $ 485 $ 553 |
Long-Term Debt and Borrowing _2
Long-Term Debt and Borrowing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Indebtedness | The Company’s indebtedness consisted of: June 30, 2020 December 31, 2019 Long-term debt: (a) Amount Weighted Average Rate (b) Amount Weighted Average Rate (b) $750 million revolving credit facility (due May 2023) $ 734 2.44 % $ — Term loan (due May 2025) 1,561 3.23 % 1,568 4.00 % 5.375% senior unsecured notes (due April 2026) 495 5.38 % 494 5.38 % Finance leases 57 4.50 % 60 4.50 % Total long-term debt 2,847 2,122 Less: Current portion of long-term debt 21 21 Long-term debt $ 2,826 $ 2,101 ______________________ (a) The carrying amount of the term loan and senior unsecured notes are net of deferred debt issuance costs of $16 million and $18 million as of June 30, 2020 and December 31, 2019 , respectively. (b) Weighted average interest rates are based on period-end balances, including the effects from hedging. |
Schedule of Outstanding Debt Maturities | The Company’s outstanding debt as of June 30, 2020 matures as follows: Long-Term Debt Within 1 year $ 21 Between 1 and 2 years 21 Between 2 and 3 years 755 Between 3 and 4 years 22 Between 4 and 5 years 1,503 Thereafter 525 Total $ 2,847 |
Schedule of Available Capacity Under Borrowing Arrangements | As of June 30, 2020 , the available capacity under the Company’s revolving credit facility was as follows: Revolving Credit Facility Total capacity $ 750 Less: Borrowings 734 Less: Letters of credit 15 Available capacity $ 1 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amount and Estimated Fair Value of Financial Instruments | The carrying amounts and estimated fair values of all other financial instruments are as follows: June 30, 2020 Carrying Amount Estimated Fair Value Debt $ 2,847 $ 2,768 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Activity Related to Incentive Equity Awards | The activity related to the Company’s incentive equity awards for the six months ended June 30, 2020 consisted of the following: RSUs PSUs Number of Weighted Number Weighted Balance as of December 31, 2019 0.8 $ 55.75 0.1 $ 52.44 Granted (a) 0.6 53.01 0.1 53.40 Vested (0.3 ) 56.15 — — Canceled (0.2 ) 54.81 — — Balance as of June 30, 2020 0.9 (b) $ 54.15 0.2 (c) $ 52.93 ______________________ (a) Represents awards granted by the Company primarily in February 2020. (b) RSUs outstanding as of June 30, 2020 are expected to vest over time and have an aggregate unrecognized compensation expense of $45 million , which is expected to be recognized over a weighted average period of 3.1 years . (c) PSUs outstanding as of June 30, 2020 are expected to vest over time and have an aggregate unrecognized compensation expense of $9 million , which may be recognized over a weighted average period of 2.9 years . The activity related to stock options granted by the Company for the six months ended June 30, 2020 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, 2019 0.9 $ 56.96 Granted 0.6 53.40 Exercised — — Canceled (0.1 ) 54.72 Expired — — Outstanding as of June 30, 2020 1.4 $ 55.57 6.0 $ — Unvested as of June 30, 2020 1.0 (a) $ 54.54 6.2 $ — Exercisable as of June 30, 2020 0.4 $ 57.94 5.6 $ — ______________________ (a) Unvested options as of June 30, 2020 are expected to vest over time and have an aggregate unrecognized compensation expense of $9 million , which is expected to be recognized over a weighted average period of 3.1 years . |
Schedule of Valuation Assumptions | 2020 2019 Grant date fair value $8.59 $10.46 Grant date strike price $53.40 $52.44 Expected volatility 24.30% 22.24% Expected life 4.25 years 6.25 years Risk-free interest rate 1.21% 2.63% Projected dividend yield 2.40% 2.21% |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Net Revenues and Adjusted EBITDA by Segment | Three Months Ended June 30, 2020 2019 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 182 $ 83 $ 331 $ 162 Hotel Management 76 (4 ) 201 16 Total Reportable Segments 258 79 532 178 Corporate and Other — (16 ) 1 (19 ) Total Company $ 258 $ 63 $ 533 $ 159 |
Reconciliation of Net Income to Adjusted EBITDA | The table below is a reconciliation of net income (loss) to adjusted EBITDA. Three Months Ended June 30, 2020 2019 Net (loss)/income $ (174 ) $ 26 (Benefit)/provision for income taxes (48 ) 10 Depreciation and amortization 25 27 Interest expense, net 28 26 Stock-based compensation expense 5 4 Impairments, net 206 45 Restructuring costs 16 — Transaction-related expenses, net 5 11 Separation-related expenses — 1 Contract termination costs — 9 Adjusted EBITDA $ 63 $ 159 |
Other Expenses and Charges Accr
Other Expenses and Charges Accrued Restructuring Rollforward (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Expenses [Abstract] | |
Schedule of Restructuring Activities | Below is the activity for the six months ended June 30, 2020 relating to restructuring activities by plan: 2020 Activity Liability as of December 31, 2019 Costs Recognized Cash Payments Other (a) Liability as of June 30, 2020 2019 Plan Personnel-related $ 8 $ — $ (6 ) $ (1 ) $ 1 2020 Plans Personnel-related — 23 (12 ) (1 ) 10 Facility-related — 5 — — 5 Other — 1 (1 ) — — Total 2020 Plans — 29 (13 ) (1 ) 15 Total accrued restructuring $ 8 $ 29 $ (19 ) $ (2 ) $ 16 ______________________ (a) Represents non-cash payments in Company stock. Restructuring charges by segment for the three and six months ended June 30, 2020 were as follows: Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Hotel Franchising $ 8 $ 15 Hotel Management 1 2 Corporate and Other 7 12 Total $ 16 $ 29 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | |
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, 2019 $ (1 ) $ (26 ) $ (27 ) Period change (3 ) (36 ) (39 ) Balance as of March 31, 2020 (4 ) (62 ) (66 ) Period change 1 (2 ) (1 ) Balance as of June 30, 2020 $ (3 ) $ (64 ) $ (67 ) Net of Tax Balance as of December 31, 2018 $ (4 ) $ (4 ) $ (8 ) Period change 1 (8 ) (7 ) Balance as of March 31, 2019 (3 ) (12 ) (15 ) Period change 1 (16 ) (15 ) Balance as of June 30, 2019 $ (2 ) $ (28 ) $ (30 ) |
Basis of Presentation (Details)
Basis of Presentation (Details) | Jun. 30, 2020hotel |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries operating in (approximately) | 90 |
Owned hotel properties | 2 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Franchise agreement, revenue recognition period (within) | 12 years | ||
Co-branded credit card program, revenue recognition period (within) | 1 year | ||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | $ 32 | $ 32 | $ 33 |
Other Current Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 6 | 6 | 8 |
Other Noncurrent Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 26 | $ 26 | $ 25 |
Deferred loyalty program revenues | |||
Capitalized Contract Cost [Line Items] | |||
Contract with Customer, Liability, Cumulative Catch-up Adjustment to Revenue, Change in Measure of Progress | $ 16 |
Revenue Recognition (Contract L
Revenue Recognition (Contract Liabilities) (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 261 | $ 283 |
Deferred initial franchise fee revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 139 | 136 |
Deferred loyalty program revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 78 | 86 |
Deferred co-branded credit card program revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 21 | 34 |
Deferred hotel management fee revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 1 | 0 |
Deferred other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 22 | $ 27 |
Revenue Recognition (Performanc
Revenue Recognition (Performance Obligations) (Details) $ in Millions | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 99 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 24 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Loyalty program revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 40 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Co-branded credit card program revenues | |
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]: 2020-07-01 | Hotel management fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Other revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 13 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 36 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Initial franchise fee revenues | |
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]: 2021-07-01 | Loyalty program revenues | |
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]: 2021-07-01 | Co-branded credit card program revenues | |
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]: 2021-07-01 | Hotel management fee revenues | |
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]: 2021-07-01 | Other revenues | |
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]: 2022-07-01 | |
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]: 2022-07-01 | Initial franchise fee revenues | |
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]: 2022-07-01 | Loyalty program revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 11 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Co-branded credit card program revenues | |
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]: 2022-07-01 | Hotel management fee revenues | |
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]: 2022-07-01 | Other revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 105 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 97 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Loyalty program revenues | |
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]: 2023-07-01 | Co-branded credit card program revenues | |
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]: 2023-07-01 | Hotel management fee revenues | |
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]: 2023-07-01 | Other revenues | |
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]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 261 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 139 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Loyalty program revenues | |
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]: 2024-07-01 | Co-branded credit card program revenues | |
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]: 2024-07-01 | Hotel management fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Other revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 22 |
Remaining performance obligation, period | 1 year |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation of Net Revenues) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | $ 258 | $ 533 | $ 667 | $ 1,001 |
Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 61 | 126 | 154 | 228 |
Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 82 | 140 | 188 | 254 |
License and other fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 42 | 61 | ||
Cost reimbursements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 66 | 160 | 192 | 315 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 22 | 38 | 53 | 68 |
Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 258 | 532 | 667 | 998 |
Reportable Segments | Hotel Franchising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 182 | 331 | 425 | 600 |
Reportable Segments | Hotel Franchising | Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 59 | 124 | 144 | 223 |
Reportable Segments | Hotel Franchising | Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 82 | 139 | 187 | 252 |
Reportable Segments | Hotel Franchising | License and other fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 21 | 33 | 42 | 61 |
Reportable Segments | Hotel Franchising | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 20 | 35 | 52 | 64 |
Reportable Segments | Hotel Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 76 | 201 | 242 | 398 |
Reportable Segments | Hotel Management | Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 2 | 2 | 10 | 5 |
Reportable Segments | Hotel Management | Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 0 | 1 | 1 | 2 |
Reportable Segments | Hotel Management | Owned hotel revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 2 | 23 | 23 | 49 |
Reportable Segments | Hotel Management | Management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 4 | 13 | 15 | 26 |
Reportable Segments | Hotel Management | Cost reimbursements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 66 | 160 | 192 | 315 |
Reportable Segments | Hotel Management | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 2 | 2 | 1 | 1 |
Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | $ 0 | $ 1 | $ 0 | $ 3 |
Earnings Per Share (Computation
Earnings Per Share (Computation of Basic and Diluted EPS) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||
Net (loss)/income | $ (174) | $ 22 | $ 26 | $ 21 | $ (152) | $ 47 |
Basic weighted average shares outstanding (in shares) | 93.3 | 97.1 | 93.5 | 97.5 | ||
Stock Options and restricted stock units (RSUs) (in shares) | 0 | 0.3 | 0 | 0.3 | ||
Diluted weighted average shares outstanding (in shares) | 93.3 | 97.4 | 93.5 | 97.8 | ||
(Loss)/earnings per share | ||||||
Basic (in usd per share) | $ (1.86) | $ 0.27 | $ (1.63) | $ 0.49 | ||
Diluted (in usd per share) | (1.86) | 0.27 | (1.63) | 0.49 | ||
Cash dividends declared per share (in usd per share) | $ 0.08 | $ 0.29 | $ 0.40 | $ 0.58 | ||
Dividends: | ||||||
Aggregate dividends paid to shareholders | $ 8 | $ 28 | $ 38 | $ 56 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0.1 | 0.1 |
Earnings Per Share (Stock Repur
Earnings Per Share (Stock Repurchase Activity) (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Earnings Per Share [Abstract] | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 191 |
Shares | |
Treasury stock, beginning (in shares) | shares | 6,800,000 |
Treasury stock, acquired (in shares) | shares | 900,000 |
Treasury stock, ending (in shares) | shares | 7,700,000 |
Cost | |
Treasury stock, cost, beginning | $ 363 |
Treasury stock, cost, acquired | 45 |
Treasury stock, cost, ending | $ 408 |
Average Price Per Share | |
Treasury stock, average price per share, beginning (in usd per share) | $ / shares | $ 53.67 |
Treasury stock, average price per share, acquired (in usd per share) | $ / shares | 51.57 |
Treasury stock, average price per share, ending (in usd per share) | $ / shares | $ 53.43 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) $ in Millions | Jun. 30, 2020USD ($) |
Earnings Per Share [Abstract] | |
Share repurchase, remaining availability | $ 191 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Accounts receivable, allowance for credit loss | $ 67 | $ 67 | $ 47 | |||
Income tax benefit | (48) | $ 10 | (40) | $ 15 | ||
Notes receivable | 15 | 15 | ||||
Notes receivable, allowance for credit loss | 2 | 2 | ||||
Cumulative Effect, Period Of Adoption, Adjustment | Accounting Standards Update 2016-13 | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Accounts receivable, allowance for credit loss | $ 10 | $ 12 | ||||
Income tax benefit | $ 2 | |||||
Financing Receivable with Deferred Income Offset [Member] | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Notes receivable, full offset in deferred revenues | $ 18 | $ 18 | ||||
Minimum | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Credit Loss Estimate, Historical Collection Period Measured | 7 years | |||||
Maximum | ||||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||||
Credit Loss Estimate, Historical Collection Period Measured | 10 years |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Notes receivable | $ 15 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | 47 |
Provision for doubtful accounts | 21 |
Bad debt write-offs | (13) |
Ending balance | 67 |
Cumulative Effect, Period Of Adoption, Adjustment | Accounting Standards Update 2016-13 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | 12 |
Financing Receivable with Deferred Income Offset [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Financing Receivable, after Allowance for Credit Loss | $ 18 |
Long-Lived Assets (Details)
Long-Lived Assets (Details) $ in Millions | 3 Months Ended | |
Jun. 30, 2020USD ($)trademarkhotel | Dec. 31, 2019USD ($) | |
Long-Lived Assets [Abstract] | ||
Property and equipment, net | $ 294 | $ 307 |
Goodwill and Intangible Asset Impairment | $ 205 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Owned hotel properties | hotel | 2 | |
Goodwill | $ 1,525 | 1,539 |
Goodwill, Gross | $ 1,539 | 1,539 |
Number Of Assets Impaired | trademark | 3 | |
Goodwill, Impaired, Accumulated Impairment Loss | $ (14) | 0 |
Finite-Lived Intangible Assets, Gross | 1,035 | 1,038 |
Finite-Lived Intangible Assets, Accumulated Amortization | 502 | 485 |
Finite-Lived Intangible Assets, Net | 533 | 553 |
Impaired Assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill, Impairment Loss | (14) | |
Indefinite-lived Intangible Assets, Gross | 827 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 622 | |
Impairment of Intangible Assets, Finite-lived | (205) | |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 1,202 | 1,393 |
Franchise agreements | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 895 | 895 |
Finite-Lived Intangible Assets, Accumulated Amortization | 473 | 460 |
Finite-Lived Intangible Assets, Net | 422 | 435 |
Management agreements | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 136 | 137 |
Finite-Lived Intangible Assets, Accumulated Amortization | 27 | 23 |
Finite-Lived Intangible Assets, Net | 109 | 114 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2 | 3 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1 | 1 |
Finite-Lived Intangible Assets, Net | 1 | 2 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2 | 3 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1 | 1 |
Finite-Lived Intangible Assets, Net | 1 | $ 2 |
Reportable Segments | Hotel Franchising | ||
Long-Lived Assets [Abstract] | ||
Goodwill and Intangible Asset Impairment | 191 | |
Reportable Segments | Hotel Management | ||
Long-Lived Assets [Abstract] | ||
Goodwill and Intangible Asset Impairment | 14 | |
La Quinta trademark [Member] | Impaired Assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets, Gross | 710 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 555 | |
Impairment of Intangible Assets, Finite-lived | (155) | |
Trademarks | Impaired Assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | 0 | |
Goodwill, Gross | 14 | |
Other impaired trademarks | Impaired Assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets, Gross | 103 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 67 | |
Impairment of Intangible Assets, Finite-lived | $ (36) |
Franchising, Marketing and Re_2
Franchising, Marketing and Reservation Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Net Revenues | $ 258 | $ 533 | $ 667 | $ 1,001 | |
Bad debt expense | 0 | 1 | 1 | 2 | |
Payments of Development Advance Notes | (9) | ||||
Proceeds from Development Advance Notes | 0 | 1 | |||
Payments of development advance notes, net | (6) | (8) | |||
Franchisees and hotel owners | |||||
Disaggregation of Revenue [Line Items] | |||||
Development advance notes | 85 | $ 85 | $ 84 | ||
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Franchise/management agreement term | 10 years | ||||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Franchise/management agreement term | 20 years | ||||
Initial franchise fee | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Revenues | 5 | 4 | 8 | ||
Forgiveness of note receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Revenues | $ 2 | $ 2 | $ 4 | $ 4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes paid, net | $ 2 | $ 37 | ||
Payment of tax liability assumed in La Quinta acquisition | $ 0 | $ 188 | ||
Effective tax rate | 21.60% | 27.80% | 20.80% | 24.20% |
Long-Term Debt and Borrowing _3
Long-Term Debt and Borrowing Arrangements (Schedule of Company's Indebtedness) (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,847 | $ 2,122 |
Less: Current portion of long-term debt | 21 | 21 |
Long-term debt | $ 2,826 | $ 2,101 |
Finance leases | ||
Debt Instrument [Line Items] | ||
Debt, Weighted Average Interest Rate | 4.50% | 4.50% |
Finance lease liabilities, noncurrent | $ 57 | $ 60 |
$750 million revolving credit facility (due May 2023) | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 750 | |
Debt issuance costs | 5 | 4 |
Line of Credit | Term loan (due May 2025) | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,561 | 1,568 |
Line of Credit | $750 million revolving credit facility (due May 2023) | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 750 | |
Long-term debt | $ 734 | $ 0 |
Debt, Weighted Average Interest Rate | 2.44% | |
Long-term Debt | Term loan (due May 2025) | ||
Debt Instrument [Line Items] | ||
Debt, Weighted Average Interest Rate | 3.23% | 4.00% |
Senior Notes | 5.375% senior unsecured notes (due April 2026) | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 495 | $ 494 |
Debt, Weighted Average Interest Rate | 5.38% | 5.38% |
Debt instrument, interest rate, stated percentage | 5.375% | |
Term loan and senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 16 | $ 18 |
Long-Term Debt and Borrowing _4
Long-Term Debt and Borrowing Arrangements (Schedule of Outstanding Debt Maturities) (Details) $ in Millions | Jun. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
Within 1 year | $ 21 |
Between 1 and 2 years | 21 |
Between 2 and 3 years | 755 |
Between 3 and 4 years | 22 |
Between 4 and 5 years | 1,503 |
Thereafter | 525 |
Total | $ 2,847 |
Long-Term Debt and Borrowing _5
Long-Term Debt and Borrowing Arrangements (Schedule of Available Capacity Under Borrowing Arrangements) (Details) - $750 million revolving credit facility (due May 2023) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total capacity | $ 750 | |
Less: Letters of credit | 15 | |
Available capacity | 1 | |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Total capacity | 750 | |
Long-term debt | $ 734 | $ 0 |
Long-Term Debt and Borrowing _6
Long-Term Debt and Borrowing Arrangements (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | May 30, 2018 | |
Debt Instrument [Line Items] | |||||||
Interest rate cash flow hedge liability at fair value | $ 85,000,000 | $ 85,000,000 | $ 34,000,000 | ||||
Gain (loss) on interest rate cash flow hedge ineffectiveness | 0 | ||||||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months, net | 26,000,000 | 26,000,000 | |||||
Interest expense, net | 28,000,000 | $ 26,000,000 | 54,000,000 | $ 50,000,000 | |||
Interest paid | 52,000,000 | 50,000,000 | |||||
Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Total notional amount | 1,100,000,000 | 1,100,000,000 | |||||
Interest rate cash flow hedge gain (loss) reclassified to earnings, net | (6,000,000) | $ 0 | (8,000,000) | $ 0 | |||
Interest Rate Swap 1 | |||||||
Debt Instrument [Line Items] | |||||||
Total notional amount | $ 600,000,000 | $ 600,000,000 | |||||
Fixed interest rate on interest rate swap | 2.54% | 2.54% | |||||
Interest Rate Swap 2 | |||||||
Debt Instrument [Line Items] | |||||||
Total notional amount | $ 500,000,000 | $ 500,000,000 | |||||
Fixed interest rate on interest rate swap | 1.45% | 1.45% | |||||
Term loan (due May 2025) | Long-term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 1,600,000,000 | ||||||
$750 million revolving credit facility (due May 2023) | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 5,000,000 | $ 5,000,000 | $ 4,000,000 | ||||
Debt Covenant, Minimum Liquidity Requirement | $ 200,000,000 | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.25% | ||||||
Debt Covenant, Dividend Limit Per Share | $ 0.01 | ||||||
Debt Covenant, Minimum Liquidity Requirement To Trigger Dividend Restriction | $ 300,000,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Losses recognized in income from freestanding foreign currency exchange contracts | $ 0 | $ 2,000,000 | $ 0 | |
Foreign currency impact of highly inflationary countries | 0 | $ 0 | 1,000,000 | $ 1,000,000 |
Carrying Amount | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt | 2,847,000,000 | 2,847,000,000 | ||
Estimated Fair Value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt | $ 2,768,000,000 | $ 2,768,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | |||||
Litigation reserves | $ 6 | $ 6 | $ 7 | ||
Litigation receivable covered by insurance | 1 | 1 | 2 | ||
Impairments, net | 206 | $ 45 | 206 | $ 45 | |
Guarantor offsetting asset carrying value | 5 | ||||
Accrued expenses | |||||
Loss Contingencies [Line Items] | |||||
Guarantor obligations, current carrying value | 10 | ||||
Other Current Assets | |||||
Loss Contingencies [Line Items] | |||||
Guarantor offsetting asset carrying value | 1 | ||||
Other Noncurrent Assets | |||||
Loss Contingencies [Line Items] | |||||
Guarantor offsetting asset carrying value | $ 4 | ||||
Maximum | |||||
Loss Contingencies [Line Items] | |||||
Range of possible loss, portion not accrued (up to) | 5 | $ 5 | |||
Contract Termination | Receivable [Domain] | |||||
Loss Contingencies [Line Items] | |||||
Impairments, net | $ 4 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | May 14, 2018 | |
Separation related costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2 | $ 4 | |||
Restructuring Charges | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1 | $ 1 | |||
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) | 10,000,000 | ||||
Remaining shares available (in shares) | 5,800,000 | 5,800,000 | |||
Stock-based compensation expense | $ 6 | $ 10 | $ 11 |
Stock-Based Compensation (Incen
Stock-Based Compensation (Incentive Equity Awards Activity) (Details) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ 10.46 |
Ending balance (in dollars per share) | $ 8.59 |
RSUs | |
Number of RSUs | |
Granted (in shares) | shares | 0.6 |
Vested/exercised (in shares) | shares | (0.3) |
Canceled (in shares) | shares | (0.2) |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ 55.75 |
Granted (in dollars per share) | 53.01 |
Vested/exercised (in dollars per share) | 56.15 |
Canceled (in dollars per share) | 54.81 |
Ending balance (in dollars per share) | $ 54.15 |
Number of Options | |
Beginning balance (in shares) | shares | 0.8 |
Ending balance (in shares) | shares | 0.9 |
Weighted Average Exercise Price | |
Aggregate unrecognized compensation expense | $ | $ 45 |
Compensation expense not yet recognized, weighted average period | 3 years 1 month 6 days |
Performance Shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 0.1 |
Granted (in shares) | shares | 0.1 |
Ending balance (in shares) | shares | 0.2 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ 52.44 |
Granted (in dollars per share) | 53.40 |
Ending balance (in dollars per share) | $ 52.93 |
Weighted Average Exercise Price | |
Aggregate unrecognized compensation expense | $ | $ 9 |
Compensation expense not yet recognized, weighted average period | 2 years 10 months 24 days |
Options | |
Number of Options | |
Beginning balance (in shares) | shares | 0.9 |
Granted (in shares) | shares | 0.6 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (0.1) |
Expired (in shares) | shares | 0 |
Ending balance (in shares) | shares | 1.4 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 56.96 |
Granted (in dollars per share) | 53.40 |
Exercised (in dollars per share) | 0 |
Canceled (in dollars per share) | 54.72 |
Expired (in dollars per share) | 0 |
Ending balance (in dollars per share) | $ 55.57 |
Unvested options outstanding | shares | 1 |
Options exercisable | shares | 0.4 |
Unvested options weighted average exercise price (in dollars per share) | $ 54.54 |
Exercisable options weighted average exercise price (in dollars per share) | $ 57.94 |
Weighted average remaining contractual term, outstanding | 6 years |
Weighted average remaining contractual term, unvested | 6 years 2 months 12 days |
Weighted average remaining contractual term, exercisable | 5 years 7 months 6 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Aggregate Intrinsic Value, Unvested | $ | 0 |
Aggregate Intrinsic Value, Exercisable | $ | 0 |
Aggregate unrecognized compensation expense | $ | $ 9 |
Compensation expense not yet recognized, weighted average period | 3 years 1 month 6 days |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Grant date fair value (in dollars per share) | $ 8.59 | $ 10.46 |
Grant date strike price (in dollars per share) | $ 53.40 | $ 52.44 |
Expected volatility | 24.30% | 22.24% |
Expected life | 4 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.21% | 2.63% |
Projected dividend yield | 2.40% | 2.21% |
Segment Information (Summary of
Segment Information (Summary of Net Revenues and Adjusted EBITDA by Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net Revenues | $ 258 | $ 533 | $ 667 | $ 1,001 |
Adjusted EBITDA | 63 | 159 | 170 | 270 |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 258 | 532 | 667 | 998 |
Adjusted EBITDA | 79 | 178 | 204 | 306 |
Reportable Segments | Hotel Franchising | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 182 | 331 | 425 | 600 |
Adjusted EBITDA | 83 | 162 | 191 | 275 |
Reportable Segments | Hotel Management | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 76 | 201 | 242 | 398 |
Adjusted EBITDA | (4) | 16 | 13 | 31 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 0 | 1 | 0 | 3 |
Adjusted EBITDA | $ (16) | $ (19) | $ (34) | $ (36) |
Segment Information (Reconcilia
Segment Information (Reconciliation of Net Income to Adjusted EBITDA) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||||
Net (loss)/income | $ (174,000,000) | $ 22,000,000 | $ 26,000,000 | $ 21,000,000 | $ (152,000,000) | $ 47,000,000 |
(Benefit)/provision for income taxes | (48,000,000) | 10,000,000 | (40,000,000) | 15,000,000 | ||
Depreciation and amortization | 25,000,000 | 27,000,000 | 49,000,000 | 56,000,000 | ||
Interest expense, net | 28,000,000 | 26,000,000 | 54,000,000 | 50,000,000 | ||
Impairments, net | 206,000,000 | 45,000,000 | 206,000,000 | 45,000,000 | ||
Restructuring | 16,000,000 | $ 13,000,000 | 0 | 29,000,000 | 0 | |
Transaction-related expenses, net | 5,000,000 | 11,000,000 | 13,000,000 | 18,000,000 | ||
Separation-related expenses | 0 | 1,000,000 | 1,000,000 | 22,000,000 | ||
Contract termination | 0 | 9,000,000 | 0 | 9,000,000 | ||
Foreign currency impact of highly inflationary countries | 0 | 0 | 1,000,000 | 1,000,000 | ||
Adjusted EBITDA | 63,000,000 | 159,000,000 | 170,000,000 | 270,000,000 | ||
Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation expense | 6,000,000 | 10,000,000 | 11,000,000 | |||
Nonseparation related | Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation expense | $ 5,000,000 | $ 4,000,000 | $ 9,000,000 | $ 7,000,000 |
Other Expenses and Charges - Na
Other Expenses and Charges - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | $ 16 | $ 13 | $ 0 | $ 29 | $ 0 |
Transaction-related, net | 5 | 11 | 13 | 18 | |
Separation-Related Charges | 0 | 1 | 22 | ||
Goodwill and Intangible Asset Impairment | 205 | ||||
Impairments, net | 206 | 45 | 206 | 45 | |
Contract termination | 0 | (9) | 0 | (9) | |
Separation-related expenses | 0 | 1 | 1 | 22 | |
Spin-Off, Hotel Group Business | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Separation-related costs | 0 | 1 | $ 22 | ||
Separation-Related Charges | 1 | ||||
Hotel Franchising | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 8 | 15 | |||
Hotel Franchising | Reportable Segments | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill and Intangible Asset Impairment | 191 | ||||
Hotel Management | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring | 1 | $ 2 | |||
Hotel Management | Reportable Segments | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill and Intangible Asset Impairment | 14 | ||||
Previously impaired asset | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairments, net | 3 | ||||
Contract Termination Indemnification Obligation | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Contract termination | (9) | ||||
Other Assets [Member] | Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairments, net | 10 | ||||
Other Liabilities [Member] | Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairments, net | 13 | ||||
Accounts Receivable [Member] | Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairments, net | $ 4 | $ 48 |
Other Expenses and Charges Ac_2
Other Expenses and Charges Accrued Restructuring Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||||
Liability as of December 31, 2019 | $ 8 | $ 8 | |||
Costs Recognized | $ 16 | 13 | $ 0 | 29 | $ 0 |
Cash Payments | (19) | ||||
Other | (2) | ||||
Liability as of June 30, 2020 | 16 | 16 | |||
2019 Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability as of December 31, 2019 | 8 | 8 | |||
Costs Recognized | 0 | ||||
Cash Payments | (6) | ||||
Other | (1) | ||||
Liability as of June 30, 2020 | 1 | 1 | |||
2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability as of December 31, 2019 | |||||
Costs Recognized | |||||
Cash Payments | |||||
Other | |||||
Liability as of June 30, 2020 | |||||
2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability as of December 31, 2019 | 0 | 0 | |||
Costs Recognized | 29 | ||||
Cash Payments | (13) | ||||
Other | (1) | ||||
Liability as of June 30, 2020 | 15 | 15 | |||
Employee Severance | 2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability as of December 31, 2019 | 0 | 0 | |||
Costs Recognized | 23 | ||||
Cash Payments | (12) | ||||
Other | (1) | ||||
Liability as of June 30, 2020 | 10 | 10 | |||
Facility Closing | 2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability as of December 31, 2019 | 0 | 0 | |||
Costs Recognized | 5 | ||||
Cash Payments | 0 | ||||
Other | 0 | ||||
Liability as of June 30, 2020 | 5 | 5 | |||
Other Restructuring | 2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability as of December 31, 2019 | $ 0 | 0 | |||
Costs Recognized | 1 | ||||
Cash Payments | (1) | ||||
Other | 0 | ||||
Liability as of June 30, 2020 | 0 | 0 | |||
Hotel Franchising | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Costs Recognized | 8 | 15 | |||
Hotel Management | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Costs Recognized | 1 | 2 | |||
Corporate and Other | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Costs Recognized | $ 7 | $ 12 |
Transactions With Former Pare_2
Transactions With Former Parent (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Other non-current liabilities | |||||
Related Party Transaction [Line Items] | |||||
Separation and distribution agreement, contingent liability assumed, remaining amount | $ 21 | $ 21 | $ 22 | ||
Other Current Liabilities | |||||
Related Party Transaction [Line Items] | |||||
Separation and distribution agreement, contingent liability assumed, remaining amount | 2 | 2 | |||
Other Current Assets | |||||
Related Party Transaction [Line Items] | |||||
Receivables due from former parent | 4 | 4 | |||
Affiliated Entity | Separation and distribution agreement | |||||
Related Party Transaction [Line Items] | |||||
Revenue from former parent | 0 | $ 1 | 0 | $ 3 | |
Affiliated Entity | Licensing Agreements | |||||
Related Party Transaction [Line Items] | |||||
Revenue from former parent | 1 | 1 | 3 | 3 | |
Affiliated Entity | Wyndham Rewards | |||||
Related Party Transaction [Line Items] | |||||
Revenue from former parent | 4 | 5 | 7 | 11 | |
Wyndham Worldwide | Licensing Agreements | |||||
Related Party Transaction [Line Items] | |||||
Revenue from former parent | $ 16 | $ 27 | $ 32 | $ 48 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance as of beginning of period, value | $ 1,112 | $ 1,212 | $ 1,364 | $ 1,418 | $ 1,212 | $ 1,418 |
Balance as of beginning of period | (66) | (27) | (15) | (8) | (27) | (8) |
Period change | 1 | (3) | 1 | 1 | ||
Period change | (2) | (36) | (16) | (8) | (38) | (24) |
Period change | (1) | (39) | (15) | (7) | (40) | (22) |
Balance as of end of period | (67) | (66) | (30) | (15) | (67) | (30) |
Balance as of end of period, value | 933 | 1,112 | 1,300 | 1,364 | 933 | 1,300 |
Cash Flow Hedges | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance as of beginning of period, value | (62) | (26) | (12) | (4) | (26) | (4) |
Balance as of end of period, value | (64) | (62) | (28) | (12) | (64) | (28) |
Foreign Currency Translation Adjustments | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance as of beginning of period, value | (4) | (1) | (3) | (4) | (1) | (4) |
Balance as of end of period, value | $ (3) | $ (4) | $ (2) | $ (3) | $ (3) | $ (2) |