Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2021 |
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 | 93,523,120 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | Q2 |
Entity Central Index Key | 0001722684 |
Amendment Flag | false |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated and Comb
Condensed Consolidated and Combined Statements of Income/(Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net revenues | ||||
Net revenues | $ 406 | $ 258 | $ 709 | $ 667 |
Expenses | ||||
Operating | 31 | 23 | 58 | 57 |
General and administrative | 27 | 26 | 51 | 54 |
Depreciation and amortization | 24 | 25 | 47 | 49 |
Separation-related | 1 | 0 | 3 | 1 |
Impairments, net | 0 | 206 | 0 | 206 |
Restructuring | 0 | 16 | 0 | 29 |
Transaction-related, net | 0 | 5 | 0 | 13 |
Total expenses | 273 | 452 | 512 | 805 |
Operating income/(loss) | 133 | (194) | 197 | (138) |
Interest expense, net | 22 | 28 | 51 | 54 |
Early extinguishment of debt | 18 | 0 | 18 | 0 |
Income/(loss) before income taxes | 93 | (222) | 128 | (192) |
Provision for/(benefit from) income taxes | 25 | (48) | 35 | (40) |
Net income/(loss) | $ 68 | $ (174) | $ 93 | $ (152) |
Earnings/(loss) per share | ||||
Basic (in usd per share) | $ 0.73 | $ (1.86) | $ 0.99 | $ (1.63) |
Diluted (in usd per share) | $ 0.73 | $ (1.86) | $ 0.99 | $ (1.63) |
Royalties and franchise fees | ||||
Net revenues | ||||
Net revenues | $ 122 | $ 61 | $ 200 | $ 154 |
Marketing, reservation and loyalty | ||||
Net revenues | ||||
Net revenues | 119 | 82 | 204 | 188 |
Expenses | ||||
Cost of revenues | 105 | 85 | 198 | 204 |
Management and other fees | ||||
Net revenues | ||||
Net revenues | 30 | 6 | 50 | 38 |
License and other fees | ||||
Net revenues | ||||
Net revenues | 20 | 21 | 40 | 42 |
Other | ||||
Net revenues | ||||
Net revenues | 30 | 22 | 60 | 53 |
Fee-related and other revenues | ||||
Net revenues | ||||
Net revenues | 321 | 192 | 554 | 475 |
Cost reimbursements | ||||
Net revenues | ||||
Net revenues | 85 | 66 | 155 | 192 |
Expenses | ||||
Cost of revenues | $ 85 | $ 66 | $ 155 | $ 192 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income/(loss) | $ 68 | $ (174) | $ 93 | $ (152) |
Other comprehensive income/(loss), net of tax | ||||
Foreign currency translation adjustments | 1 | 1 | 2 | (2) |
Unrealized gains/(losses) on cash flow hedges | 4 | (2) | 17 | (38) |
Other comprehensive income/(loss), net of tax | 5 | (1) | 19 | (40) |
Comprehensive income/(loss) | $ 73 | $ (175) | $ 112 | $ (192) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 103 | $ 493 |
Trade receivables, net | 298 | 295 |
Prepaid expenses | 52 | 45 |
Other current assets | 63 | 67 |
Total current assets | 516 | 900 |
Property and equipment, net | 267 | 278 |
Goodwill | 1,525 | 1,525 |
Other non-current assets | 238 | 226 |
Total assets | 4,241 | 4,644 |
Current liabilities: | ||
Current portion of long-term debt | 21 | 21 |
Accounts payable | 33 | 28 |
Deferred revenues | 80 | 71 |
Accrued expenses and other current liabilities | 227 | 226 |
Total current liabilities | 361 | 346 |
Long-term debt | 2,071 | 2,576 |
Deferred income taxes | 368 | 359 |
Deferred revenues | 160 | 158 |
Other non-current liabilities | 221 | 242 |
Total liabilities | 3,181 | 3,681 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, authorized 6.0 shares, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, authorized 600.0 shares, 101.2 and 100.8 issued and outstanding at June 30, 2021 and December 31, 2020 | 1 | 1 |
Treasury stock, at cost – 7.7 shares at June 30, 2021 and December 31, 2020 | (408) | (408) |
Additional paid-in capital | 1,519 | 1,504 |
Accumulated deficit | (19) | (82) |
Accumulated other comprehensive loss | (33) | (52) |
Total stockholders’ equity | 1,060 | 963 |
Total liabilities and stockholders' equity | $ 4,241 | $ 4,644 |
Treasury stock, shares (in shares) | 7.7 | 7.7 |
Trademarks, net | ||
Current assets: | ||
Intangible assets, net | $ 1,202 | $ 1,203 |
Franchise agreements and other intangibles, net | ||
Current assets: | ||
Intangible assets, net | $ 493 | $ 512 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
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) | 101,200,000 | 100,800,000 |
Common stock, shares outstanding (in shares) | 101,200,000 | 100,800,000 |
Treasury stock, shares (in shares) | 7,700,000 | 7,700,000 |
Condensed Consolidated and Co_3
Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net income/(loss) | $ 93 | $ (152) |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 47 | 49 |
Provision for doubtful accounts | 14 | 21 |
Impairments, net | 0 | 209 |
Deferred income taxes | 3 | (47) |
Stock-based compensation | 13 | 10 |
Early extinguishment of debt | 18 | 0 |
Net change in assets and liabilities: | ||
Trade receivables | (16) | (44) |
Prepaid expenses | (7) | (3) |
Other current assets | 4 | (3) |
Accounts payable, accrued expenses and other current liabilities | 6 | (51) |
Deferred revenues | 11 | (22) |
Payments of development advance notes, net | (16) | (6) |
Other, net | 10 | (1) |
Net cash provided by/(used in) operating activities | 180 | (40) |
Investing activities | ||
Property and equipment additions | (17) | (18) |
Issuance of loans, net | 0 | 1 |
Other, net | (1) | 0 |
Net cash used in investing activities | (18) | (19) |
Financing activities | ||
Proceeds from borrowings | 45 | 744 |
Principal payments on long-term debt | (566) | (18) |
Dividends to shareholders | (30) | (38) |
Repurchases of common stock | 0 | (50) |
Net share settlement of incentive equity awards | (6) | (4) |
Other, net | 5 | (4) |
Net cash (used in)/provided by financing activities | (552) | 630 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | (1) |
Net (decrease)/increase in cash, cash equivalents and restricted cash | (390) | 570 |
Cash, cash equivalents and restricted cash, beginning of period | 493 | 94 |
Cash, cash equivalents and restricted cash, end of period | $ 103 | $ 664 |
Condensed Consolidated and Co_4
Condensed Consolidated and Combined Statements of Equity (Unaudited) - USD ($) shares in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Beginning balance, shares at Dec. 31, 2019 | 94 | |||||||
Balance as of beginning of period, value at Dec. 31, 2019 | $ 1,212,000,000 | $ (10,000,000) | $ 1,000,000 | $ (363,000,000) | $ 1,488,000,000 | $ 113,000,000 | $ (10,000,000) | $ (27,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income/(loss) | 22,000,000 | 22,000,000 | ||||||
Period change | (39,000,000) | (39,000,000) | ||||||
Dividends | (30,000,000) | (30,000,000) | ||||||
Repurchase of common stock (shares) | (1) | |||||||
Repurchase of common stock | (45,000,000) | (45,000,000) | ||||||
Net share settlement of incentive equity awards | (2,000,000) | (2,000,000) | ||||||
Change in deferred compensation | 4,000,000 | 4,000,000 | ||||||
Ending balance, shares at Mar. 31, 2020 | 93 | |||||||
Balance as of end of period, value at Mar. 31, 2020 | 1,112,000,000 | $ 1,000,000 | (408,000,000) | 1,490,000,000 | 95,000,000 | (66,000,000) | ||
Beginning balance, shares at Dec. 31, 2019 | 94 | |||||||
Balance as of beginning of period, value at Dec. 31, 2019 | 1,212,000,000 | $ (10,000,000) | $ 1,000,000 | (363,000,000) | 1,488,000,000 | 113,000,000 | $ (10,000,000) | (27,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income/(loss) | (152,000,000) | |||||||
Period change | (40,000,000) | |||||||
Ending balance, shares at Jun. 30, 2020 | 93 | |||||||
Balance as of end of period, value at Jun. 30, 2020 | 933,000,000 | $ 1,000,000 | (408,000,000) | 1,493,000,000 | (86,000,000) | (67,000,000) | ||
Beginning balance, shares at Mar. 31, 2020 | 93 | |||||||
Balance as of beginning of period, value at Mar. 31, 2020 | 1,112,000,000 | $ 1,000,000 | (408,000,000) | 1,490,000,000 | 95,000,000 | (66,000,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income/(loss) | (174,000,000) | (174,000,000) | ||||||
Period change | (1,000,000) | (1,000,000) | ||||||
Dividends | (8,000,000) | (8,000,000) | ||||||
Net share settlement of incentive equity awards | (2,000,000) | (2,000,000) | ||||||
Change in deferred compensation | 6,000,000 | 6,000,000 | ||||||
Other | 0 | (1,000,000) | 1,000,000 | |||||
Ending balance, shares at Jun. 30, 2020 | 93 | |||||||
Balance as of end of period, value at Jun. 30, 2020 | 933,000,000 | $ 1,000,000 | (408,000,000) | 1,493,000,000 | (86,000,000) | (67,000,000) | ||
Beginning balance, shares at Dec. 31, 2020 | 93 | |||||||
Balance as of beginning of period, value at Dec. 31, 2020 | 963,000,000 | $ 1,000,000 | (408,000,000) | 1,504,000,000 | (82,000,000) | (52,000,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income/(loss) | 24,000,000 | 24,000,000 | ||||||
Period change | 14,000,000 | 14,000,000 | ||||||
Dividends | (15,000,000) | (15,000,000) | ||||||
Net share settlement of incentive equity awards | (5,000,000) | (5,000,000) | ||||||
Change in deferred compensation | 5,000,000 | 5,000,000 | ||||||
Exercise of stock options | 4,000,000 | 4,000,000 | ||||||
Other | 1,000,000 | 1,000,000 | ||||||
Ending balance, shares at Mar. 31, 2021 | 93 | |||||||
Balance as of end of period, value at Mar. 31, 2021 | 991,000,000 | $ 1,000,000 | (408,000,000) | 1,508,000,000 | (72,000,000) | (38,000,000) | ||
Beginning balance, shares at Dec. 31, 2020 | 93 | |||||||
Balance as of beginning of period, value at Dec. 31, 2020 | 963,000,000 | $ 1,000,000 | (408,000,000) | 1,504,000,000 | (82,000,000) | (52,000,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income/(loss) | 93,000,000 | |||||||
Period change | 19,000,000 | |||||||
Ending balance, shares at Jun. 30, 2021 | 94 | |||||||
Balance as of end of period, value at Jun. 30, 2021 | 1,060,000,000 | $ 1,000,000 | (408,000,000) | 1,519,000,000 | (19,000,000) | (33,000,000) | ||
Beginning balance, shares at Mar. 31, 2021 | 93 | |||||||
Balance as of beginning of period, value at Mar. 31, 2021 | 991,000,000 | $ 1,000,000 | (408,000,000) | 1,508,000,000 | (72,000,000) | (38,000,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income/(loss) | 68,000,000 | |||||||
Period change | 5,000,000 | 5,000,000 | ||||||
Dividends | (15,000,000) | (15,000,000) | ||||||
Net share settlement of incentive equity awards | (1,000,000) | (1,000,000) | ||||||
Change in deferred compensation | 8,000,000 | 8,000,000 | ||||||
Exercise of stock options | 4,000,000 | 4,000,000 | ||||||
Issuance of shares for restricted stock units vesting (shares) | 1 | |||||||
Issuance of shares for restricted stock units vesting | 0 | |||||||
Ending balance, shares at Jun. 30, 2021 | 94 | |||||||
Balance as of end of period, value at Jun. 30, 2021 | $ 1,060,000,000 | $ 1,000,000 | $ (408,000,000) | $ 1,519,000,000 | $ (19,000,000) | $ (33,000,000) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
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 nearly 95 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 (“U.S. GAAP”). 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 2020 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, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 2. NEW ACCOUNTING PRONOUNCEMENTS Recently adopted accounting pronouncements Simplifying the Accounting for Income Taxes. On December 18, 2019, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies the accounting standards for income taxes. The amendment clarifies and simplifies aspects of the accounting for income taxes to help promote consistent application of U.S. GAAP by eliminating certain exceptions to the general principles of ASC 740, Income Taxes . This guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company adopted the guidance on January 1, 2021, as required. There was no material impact on the Company's Condensed Consolidated Financial Statements and related disclosures as a result of adopting this new standard. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 and December 31, 2020 are as follows: June 30, 2021 December 31, 2020 Deferred initial franchise fee revenues $ 143 $ 136 Deferred loyalty program revenues 76 75 Deferred other revenues 21 18 Total $ 240 $ 229 Deferred initial franchise fees represent payments received in advance from prospective franchisees upon the signing of a franchise agreement and are generally recognized to revenue within 12 years. Deferred loyalty revenues represent the portion of loyalty program fees charged to franchisees, net of redemption costs, that have been deferred and will be recognized over time based upon loyalty point redemption patterns. As a result of the negative impact that the coronavirus pandemic (“COVID-19”) had on travel demand in 2020, the Company’s assumptions related to redemptions, including estimated member redemption rate, member redemption pattern, and the estimated cost to satisfy such redemptions, 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/(Loss) 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: 7/1/2021 - 6/30/2022 7/1/2022 - 6/30/2023 7/1/2023 - 6/30/2024 Thereafter Total Initial franchise fee revenues $ 23 $ 9 $ 8 $ 103 $ 143 Loyalty program revenues 44 22 8 2 76 Other revenues 13 1 1 6 21 Total $ 80 $ 32 $ 17 $ 111 $ 240 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, 2021 2020 2021 2020 Hotel Franchising Royalties and franchise fees $ 115 $ 59 $ 190 $ 144 Marketing, reservation and loyalty 119 82 204 187 License and other fees 20 21 40 42 Other 29 20 58 52 Total Hotel Franchising 283 182 492 425 Hotel Management Royalties and franchise fees 7 2 10 10 Marketing, reservation and loyalty — — — 1 Owned hotel revenues 21 2 34 23 Management fees 9 4 16 15 Cost reimbursements 85 66 155 192 Other 1 2 2 1 Total Hotel Management 123 76 217 242 Net revenues $ 406 $ 258 $ 709 $ 667 Capitalized contract costs |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
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 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, 2021 2020 2021 2020 Net income/(loss) $ 68 $ (174) $ 93 $ (152) Basic weighted average shares outstanding 93.6 93.3 93.5 93.5 Stock options and restricted stock units (“RSUs”) (a) 0.5 — 0.4 — Diluted weighted average shares outstanding 94.1 93.3 93.9 93.5 Earnings/(loss) per share: Basic $ 0.73 $ (1.86) $ 0.99 $ (1.63) Diluted 0.73 (1.86) 0.99 (1.63) Dividends: Cash dividends declared per share $ 0.16 $ 0.08 $ 0.32 $ 0.40 Aggregate dividends paid to shareholders $ 15 $ 8 $ 30 $ 38 _____________________ (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 December 31, 2020 7.7 $ 408 $ 53.43 For the six months ended June 30, 2021 — — — As of June 30, 2021 7.7 $ 408 $ 53.43 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2021 | |
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 a $2 million income tax benefit) cumulative effect adjustment to retained earnings at January 1, 2020. The following table sets forth the activity in the Company's allowance for doubtful accounts on trade accounts receivables for the six months ended: 2021 2020 Balance as of January 1, $ 72 $ 47 Cumulative effect of change in accounting standard — 12 Provision for doubtful accounts 14 21 Bad debt write-offs (8) (13) Balance as of June 30, $ 78 $ 67 |
Long-Lived Assets
Long-Lived Assets | 6 Months Ended |
Jun. 30, 2021 | |
Long-Lived Assets [Abstract] | |
Long-Lived Assets | 6. LONG-LIVED ASSETS Property and equipment As a result of the impact COVID-19 had on the Company’s results during 2020, the Company evaluated the recoverability of its net property and equipment associated with its two owned hotels for impairment in 2020 and believed that it was more likely than not that the carrying value of those assets were recoverable from future expected cash flows, on an undiscounted basis, from such assets. Due to the ongoing recovery of travel demand in 2021 and the favorable impact it had on the Company's operations, the Company believes there were no events that would indicate that an impairment to such property and equipment may have occurred in the six months ended June 30, 2021. Although the Company believes that it is more likely than not that the carrying values of its net property and equipment for its two owned hotels are not impaired, the impact of COVID-19 and the ultimate duration remains highly uncertain. Should there be a resurgence of the virus which results in new government restrictions and slows the ongoing recovery from the effects of the pandemic, the Company's results of operations may be negatively impacted and the property and equipment associated with its owned hotels may be exposed to impairment. Property and equipment, net as of June 30, 2021 and December 31, 2020 was $267 million and $278 million, respectively. Intangible assets Goodwill The Company evaluates the carrying value of its goodwill in each of its reporting units (i) hotel franchising, (ii) hotel management and (iii) owned hotels, compared to their respective estimated fair values on an annual basis during the fourth quarter of every year, or more frequently if circumstances indicate that the fair value of goodwill may be impaired, to the reporting units’ carrying values as required by guidance. As a result of the impact COVID-19 had on the hospitality industry during 2020, the Company performed a quantitative impairment analysis on its goodwill in the second quarter of 2020. As a result of such analyses, during the second quarter of 2020, the Company incurred a $14 million charge to fully write-down the goodwill balance for its owned hotel reporting unit. Such charge was reported within impairments, net on the Condensed Consolidated Statement of Income/(Loss) and was charged to the hotel management segment. The Company performed its annual impairment assessment of its goodwill as of October 1, 2020 and determined that no impairments existed and that the fair values of its hotel franchising and hotel management reporting units substantially exceeded their carrying values. As a result of the impact COVID-19 had on the hospitality industry during 2020, the Company performed a qualitative assessment of its remaining goodwill for its hotel franchising and hotel management reporting units as of March 31, September 30, and December 31, 2020. Through such assessments, the Company determined that it was more likely than not that the fair value of its hotel franchising and hotel management reporting units continued to significantly exceed their carrying values. Due to the ongoing recovery of travel demand in 2021 and the favorable impact it had on the Company's operations, the Company believes there were no events that would indicate that an impairment may have occurred to its goodwill for its hotel franchising or hotel management reporting units in the six months ended June 30, 2021. Other Intangibles As a result of the impact COVID-19 had on the Company’s results during 2020, the Company evaluated the carrying value of each of its other indefinite-lived intangible assets compared to their respective estimated fair values in 2020. During the second quarter of 2020, the Company determined through such analyses that certain of its trademarks were impaired. Accordingly, the Company recorded impairment charges of $191 million to reduce the carrying value of those trademarks to their estimated fair values. Such charges were reported within impairments, net on the Condensed Consolidated Statement of Income/(Loss) and were charged to the hotel franchising segment. Additionally, the Company performed its annual impairment assessment of its other indefinite-lived intangible assets as of October 1, 2020 and determined that no additional impairments exist. Additionally, the Company performed a qualitative assessment of its other indefinite-lived intangible assets as of March 31, and June 30, 2021 and determined through such assessments, that it was more likely than not that the fair value of such indefinite-lived intangible assets were in excess of their carrying values. The Company also evaluated the recoverability of each of its definite-lived intangible assets by performing a qualitative assessment during each of the quarters in 2020 to determine if circumstances indicated that impairment may have occurred in 2020 and performed a quantitative impairment assessment for a management contract and certain franchise agreements during the fourth quarter of 2020. As a result of these assessments, the Company determined these assets were not impaired. Due to the ongoing recovery of travel demand in 2021 and the favorable impact it had on the Company's operations, the Company believes there were no events that would indicate that an impairment may have occurred to its franchise agreements or management contracts in the six months ended June 30, 2021. The following table details impairment charges related to intangible assets recorded in the second quarter of 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 there be a resurgence of the virus which results in new government restrictions and slows the ongoing recovery from the effects of the pandemic, the Company's results of operations may 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, 2021 and December 31, 2020 consisted of the following: June 30, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Goodwill $ 1,539 $ 14 $ 1,525 $ 1,539 $ 14 $ 1,525 June 30, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Unamortized intangible assets: Trademarks $ 1,201 $ 1,202 Amortized intangible assets: Franchise agreements $ 895 $ 500 $ 395 $ 895 $ 487 $ 408 Management agreements 136 38 98 136 33 103 Trademarks 2 1 1 2 1 1 Other 1 1 — 1 — 1 $ 1,034 $ 540 $ 494 $ 1,034 $ 521 $ 513 |
Franchising, Marketing and Rese
Franchising, Marketing and Reservation Activities | 6 Months Ended |
Jun. 30, 2021 | |
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/(Loss) include initial franchise fees of $4 million and $5 million for the three months ended June 30, 2021 and 2020, respectively, and $7 million and $8 million for the six months ended June 30, 2021 and 2020, respectively. In accordance with its franchise agreements, generally the Company 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. 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 its brands, in building a new hotel to be flagged under one of its 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 the Company 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 the Company. In certain instances, the Company may earn interest on unpaid franchisee development advance notes. The Company recorded the following related to development advance notes on the Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheets: June 30, 2021 December 31, 2020 Development advance notes (a) $ 101 $ 92 _____________________ (a) Included within other non-current assets. Condensed Consolidated Statements of Income/(Loss): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Forgiveness of notes (a) $ 2 $ 2 $ 4 $ 4 Bad debt expense related to notes — — — 1 ______________________ (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, 2021 2020 Payments of development advance notes $ (17) $ (6) Proceeds from development advance notes 1 — Payments of development advance notes, net $ (16) $ (6) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
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 Wyndham Worldwide (“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 $13 million and $2 million for the six months ended June 30, 2021 and 2020, respectively. The Company’s effective tax rates were a 26.9% tax provision on pre-tax income and a 21.6% tax benefit on pre-tax loss during the three months ended June 30, 2021 and 2020, respectively. The Company’s effective tax rates were a 27.3% tax provision on pre-tax income and a 20.8% tax benefit on pre-tax loss during the six months ended June 30, 2021 and 2020, respectively. The increases in both periods were primarily related to goodwill impairment charges that are nondeductible for tax purposes in 2020 and the absence in 2021 of nonrecurring foreign and state tax benefit s. La Quinta Holdings, Inc. (“LQ”) and then affiliated entities in existence prior to their acquisition by the Company are currently under audit by the Internal Revenue Service (“IRS”) for tax years ended December 31, 2010 to December 31, 2016. The IRS has proposed adjustments for tax years 2010 to 2013 relating to entities that remain with CorePoint Lodging, Inc. (“CorePoint”). CorePoint has responded to the IRS, disagreeing with their proposed adjustments, and the matter was transferred to the IRS Appeals office. These proposed adjustments to the tax returns filed for these CorePoint entities, if the IRS prevails, could result in a material impact on the Company as a result of a reduction to tax attributes utilized in tax years 2014 to 2016. As part of the LQ acquisition, CorePoint has agreed to indemnify the Company for any obligations and expenses arising from any adjustments made in connection with tax years 2010 to 2013 IRS audits, including any amounts owed by LQ with respect to subsequent taxable years as a result of the disallowance of net operating losses or other tax attributes and any legal and accounting defense expenses that arise. The Company currently has not recorded a liability for tax, penalty, or interest related to the proposed adjustments as CorePoint has concluded that the positions reported on their tax returns under audit by the IRS are more-likely-than-not to be sustained based on their technical merits. |
Long-Term Debt and Borrowing Ar
Long-Term Debt and Borrowing Arrangements | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Borrowing Arrangements | 9. LONG-TERM DEBT AND BORROWING ARRANGEMENTS The Company’s indebtedness consisted of: June 30, 2021 December 31, 2020 Long-term debt: (a) Amount Weighted Average Rate (b) Amount Weighted Average Rate (b) $750 million revolving credit facility (due May 2023) $ — $ — Term loan (due May 2025) 1,547 3.13% 1,554 3.18% 5.375% senior unsecured notes (due April 2026) — 496 5.38% 4.375% senior unsecured notes (due August 2028) 492 4.38% 492 4.38% Finance leases 53 4.50% 55 4.50% Total long-term debt 2,092 2,597 Less: Current portion of long-term debt 21 21 Long-term debt $ 2,071 $ 2,576 ______________________ (a) The carrying amount of the term loan and senior unsecured notes are net of deferred debt issuance costs of $16 million and $22 million as of June 30, 2021 and December 31, 2020, 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, 2021 matures as follows: Long-Term Debt Within 1 year $ 21 Between 1 and 2 years 21 Between 2 and 3 years 22 Between 3 and 4 years 1,505 Between 4 and 5 years 6 Thereafter 517 Total $ 2,092 As of June 30, 2021, the available capacity under the Company’s revolving credit facility was as follows: Revolving Credit Facility Total capacity $ 750 Less: Letters of credit 15 Available capacity $ 735 5.375% Senior Unsecured Notes On April 15, 2021, the Company redeemed all of its $500 million 5.375% senior unsecured notes due 2026, which was primarily funded through cash on hand. Due to this redemption, the Company incurred an $18 million charge in the second quarter of 2021, including $13 million of call premiums and $5 million from the acceleration of deferred financing fees. Such charge is reported as early extinguishment of debt on the Condensed Consolidated Statement of Income/(Loss). 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 $3 million and $4 million as of June 30, 2021 and December 31, 2020, respectively. Cash flow hedge In 2018, the Company hedged a portion of its $1.6 billion term loan. As of June 30, 2021, 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 2.52% and $500 million expires in the fourth quarter of 2024 and has a weighted average fixed rate of 1.18%. 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 $47 million and $71 million as of June 30, 2021 and December 31, 2020, 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/(Loss) was $6 million and $13 million of expense for the three and six months ended June 30, 2021, respectively, and $6 million and $8 million of expense for the three and six months ended June 30, 2020, respectively. There was no hedging ineffectiveness recognized in the six months ended June 30, 2021 and 2020. The Company expects to reclassify approximately $23 million of losses from accumulated other comprehensive income (“AOCI”) (loss) to interest expense during the next 12 months. Interest expense, net The Company incurred net interest expense of $22 million and $28 million for the three months ended June 30, 2021 and 2020, respectively, and $51 million and $54 million for the six months ended June 30, 2021 and 2020, respectively. Cash paid related to such interest was $54 million and $52 million for the six months ended June 30, 2021 and 2020, respectively. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 10. FAIR VALUE The Company 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. The Company's 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, 2021 Carrying Amount Estimated Fair Value Debt $ 2,092 $ 2,116 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, Chinese Yuan, Euro, British Pound, Brazilian Real and 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. The Company recognized immaterial gains and losses in income from freestanding foreign currency exchange contracts during the three months ended June 30, 2021 and 2020, respectively. Losses recognized in income from freestanding foreign currency exchange contracts were $1 million and $2 million during the six months ended June 30, 2021 and 2020, respectively. Such gains or losses are included in operating expenses in the Condensed Consolidated Statements of Income/(Loss). The Company accounts for Argentina as a highly inflationary economy. Foreign currency exchange losses related to Argentina were not material during the three months ended June 30, 2021 and 2020. Foreign currency exchange losses related to Argentina were $1 million each during the six months ended June 30, 2021 and 2020. Such losses are included in operating expenses in the Condensed Consolidated Statements of Income/(Loss). 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, 2021 | |
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 generally are in the discovery stages at this time. As of June 30, 2021, the Company is aware of approximately 40 pending 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 $4 million as of June 30, 2021 and December 31, 2020. The Company also had receivables of $1 million as of June 30, 2021 and immaterial receivables as of December 31, 2020, 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, 2021, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $6 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. Such termination has not yet occurred as the hotel’s owner and the Company are engaged in alternate dispute resolution. As a result of the Company's notice of 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/(Loss). As of June 30, 2021, the Company had no other hotel-management guarantee contracts. Separation-related guarantees The Company assumed one-third of certain contingent and other corporate liabilities of former Parent incurred prior to the spin-off, including liabilities of former Parent related to, arising out of or resulting from certain terminated or divested businesses, certain general corporate matters of former Parent 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, 2021 | |
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, 2021, 5.4 million shares remained available. Incentive equity awards granted by the Company The Company's Board of Directors approved incentive equity award grants to the Company's employees 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, 2021 consisted of the following: RSUs PSUs Number of Weighted Number Weighted Balance as of December 31, 2020 0.9 $ 54.15 0.2 $ 52.93 Granted (a) 0.6 65.21 0.1 65.21 Vested (0.3) 54.79 — — Canceled (0.1) 57.04 — — Balance as of June 30, 2021 1.1 (b) $ 59.79 0.3 (c) $ 57.51 ______________________ (a) Represents awards granted by the Company primarily in February 2021. (b) RSUs outstanding as of June 30, 2021 are expected to vest over time and have an aggregate unrecognized compensation expense of $61 million, which is expected to be recognized over a weighted average period of 2.9 years. (c) PSUs outstanding as of June 30, 2021 are expected to vest over time and have an aggregate maximum potential unrecognized compensation expense of $15 million, which may be recognized over a weighted average period of 1.7 years based on attainment of targets. The activity related to stock options granted by the Company for the six months ended June 30, 2021 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, 2020 1.4 $ 55.57 Granted 0.1 65.21 Exercised (0.1) 55.99 Canceled (0.1) 55.26 Expired — — Outstanding as of June 30, 2021 1.3 $ 56.12 5.0 $ 21 Unvested as of June 30, 2021 0.7 (a) $ 55.47 5.3 $ 11 Exercisable as of June 30, 2021 0.6 $ 56.85 4.8 $ 10 ______________________ (a) Unvested options as of June 30, 2021 are expected to vest over time and have an aggregate unrecognized compensation expense of $19 million, which will be recognized over a weighted average period of 2.4 years. The fair value of stock options granted by the Company during 2021 and 2020 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 for both Wyndham Hotels and 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. 2021 2020 Grant date fair value $19.58 $8.59 Grant date strike price $65.21 $53.40 Expected volatility 40.18% 24.30% Expected life 4.25 years 4.25 years Risk-free interest rate 0.40% 1.21% Projected dividend yield 0.98% 2.40% Stock-based compensation expense Stock-based compensation expense was $8 million and $6 million for the three months ended June 30, 2021 and 2020, respectively. For the three months ended June 30, 2020, $1 million was recorded within restructuring costs on the Condensed Consolidated Statements of Income/(Loss). Further, stock-based compensation expense was $13 million and $10 million for the six months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2020, $1 million was recorded within restructuring costs on the Condensed Consolidated Statements of Income/(Loss). |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
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 excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, 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, income taxes and development advance notes amortization. The Company 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 this measure internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. The Company's presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. During the first quarter of 2021, the Company modified the definition of adjusted EBITDA to exclude the amortization of development advance notes to reflect how the Company's chief operating decision maker reviews operating performance beginning in 2021. The Company has applied the modified definition of adjusted EBITDA to all periods presented. Three Months Ended June 30, 2021 2020 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA (a) Hotel Franchising $ 283 $ 166 $ 182 $ 86 Hotel Management 123 16 76 (4) Total Reportable Segments 406 182 258 82 Corporate and Other — (14) — (16) Total Company $ 406 $ 168 $ 258 $ 66 ______________________ (a) Adjusted EBITDA for 2020 has been recasted to conform with the current year presentation. The table below is a reconciliation of net income/(loss) to adjusted EBITDA. Three Months Ended June 30, 2021 2020 (a) Net income/(loss) $ 68 $ (174) Provision for/(benefit from) income taxes 25 (48) Depreciation and amortization 24 25 Interest expense, net 22 28 Early extinguishment of debt 18 — Stock-based compensation expense 8 5 Development advance notes amortization 2 2 Separation-related expenses 1 — Impairments, net — 206 Restructuring costs — 16 Transaction-related expenses, net — 5 Adjusted EBITDA $ 168 $ 66 ______________________ (a) Adjusted EBITDA for 2020 has been recasted to conform with the current year presentation. Amounts may not foot due to rounding. |
Other Expenses and Charges
Other Expenses and Charges | 6 Months Ended |
Jun. 30, 2021 | |
Other Expenses [Abstract] | |
Other Expenses and Charges | 14. OTHER EXPENSES AND CHARGES Separation-related Separation-related expenses associated with the Company's spin-off from Wyndham Worldwide were $1 million for the three months ended June 30, 2021 and not material for the three months ended June 30, 2020. For the six months ended June 30, 2021 and 2020, the Company incurred separation-related charges associated with its spin-off of $3 million and $1 million, respectively. 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 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. The Company did not incur restructuring charges during the three and six months ended June 30, 2021. Below is the activity for the six months ended June 30, 2021 relating to all of the 2020 restructuring plans: 2021 Activity Liability as of December 31, 2020 Cash Payments Liability as of Personnel-related $ 7 $ (6) $ 1 Facility-related 3 (1) 2 Total accrued restructuring $ 10 $ (7) $ 3 The remaining liability of $3 million as of June 30, 2021 is expected to be primarily paid by the end of 2021. Impairments, net As a result of COVID-19 and the significant negative impact it had on travel demand during 2020, 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 in the second quarter of 2020. These charges were all reported within impairments, net on the Condensed Consolidated Statement of Income/(Loss). Transaction-related, net Transaction-related expenses incurred by the Company were $5 million and $13 million during the three and six months ended June 30, 2020, respectively. These expenses were primarily related to integration activities for the acquisition of La Quinta. There were no transaction-related expenses incurred in the three or six months ended June 30, 2021. |
Transactions With Former Parent
Transactions With Former Parent | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Transactions With Former Parent | 15. TRANSACTIONS WITH FORMER PARENT The Company has a number of arrangements with 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 former Parent entered into long-term exclusive license agreements to retain former Parents’ 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 recorded revenues from former Parent in the amount of $17 million and $16 million for the three months ended June 30, 2021 and 2020, respectively, and $32 million for the six months ended June 30, 2021 and 2020, for a license, development and non-competition agreement. Further, the Company recorded revenues of $2 million and $4 million for the three months ended June 30, 2021 and 2020, respectively, and $5 million and $7 million for the six months ended June 30, 2021 and 2020, respectively, for activities associated with the Wyndham Rewards program. The Company also recorded revenues from a former affiliate for license fees of $1 million each for the three months ended June 30, 2021 and 2020 and $3 million each for the six months ended June 30, 2021 and 2020. Such fees are recorded within license and other fees on the Condensed Consolidated Statements of Income/(Loss). Transfer of former Parent liabilities and issuances of guarantees to former Parent and affiliates Upon the distribution of the Company’s common stock to former Parent shareholders, the Company entered into certain guarantee commitments with 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 former Parent is responsible for the remaining two-thirds. The amount of liabilities assumed by the Company in connection with the spin-off was $18 million as of June 30, 2021 and December 31, 2020, which were included within other non-current liabilities on its Condensed Consolidated Balance Sheets. The Company also had a $4 million and $3 million liability due to former Parent which was included within accrued expenses and other current liabilities on its Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020, respectively. In addition, the Company had $2 million and $4 million of receivables due from former Parent as of June 30, 2021 and December 31, 2020, respectively, which were included within current assets on its Condensed Consolidated Balance Sheets. Wyndham Worldwide’s sale of its European Vacation Rentals business In connection with the sale of the European Vacation Rentals business, the Company was entitled to one-third of the excess of net proceeds from the sale above a pre-set amount. During 2019, the Buyer notified former Parent of certain proposed post-closing adjustments of approximately $44 million which could serve to reduce the net consideration received from the sale of the European Vacation Rentals business. While former Parent intends to vigorously dispute these proposed adjustments, at this time the Company cannot reasonably estimate the probability or amount of the potential liability owed to the Buyer, if any. Any actual liability would be split one-third and two-thirds between the Company and former Parent, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 $ 2 $ (54) $ (52) Period change — 14 14 Balance as of March 31, 2021 2 (40) (38) Period change 1 4 5 Balance as of June 30, 2021 $ 3 $ (36) $ (33) Net of Tax 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) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | 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.All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. |
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 (“U.S. GAAP”). |
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 Simplifying the Accounting for Income Taxes. On December 18, 2019, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies the accounting standards for income taxes. The amendment clarifies and simplifies aspects of the accounting for income taxes to help promote consistent application of U.S. GAAP by eliminating certain exceptions to the general principles of ASC 740, Income Taxes . This guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company adopted the guidance on January 1, 2021, as required. There was no material impact on the Company's Condensed Consolidated Financial Statements and related disclosures as a result of adopting this new standard. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | Deferred revenues as of June 30, 2021 and December 31, 2020 are as follows: June 30, 2021 December 31, 2020 Deferred initial franchise fee revenues $ 143 $ 136 Deferred loyalty program revenues 76 75 Deferred other revenues 21 18 Total $ 240 $ 229 |
Schedule of Performance Obligations | The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below: 7/1/2021 - 6/30/2022 7/1/2022 - 6/30/2023 7/1/2023 - 6/30/2024 Thereafter Total Initial franchise fee revenues $ 23 $ 9 $ 8 $ 103 $ 143 Loyalty program revenues 44 22 8 2 76 Other revenues 13 1 1 6 21 Total $ 80 $ 32 $ 17 $ 111 $ 240 |
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, 2021 2020 2021 2020 Hotel Franchising Royalties and franchise fees $ 115 $ 59 $ 190 $ 144 Marketing, reservation and loyalty 119 82 204 187 License and other fees 20 21 40 42 Other 29 20 58 52 Total Hotel Franchising 283 182 492 425 Hotel Management Royalties and franchise fees 7 2 10 10 Marketing, reservation and loyalty — — — 1 Owned hotel revenues 21 2 34 23 Management fees 9 4 16 15 Cost reimbursements 85 66 155 192 Other 1 2 2 1 Total Hotel Management 123 76 217 242 Net revenues $ 406 $ 258 $ 709 $ 667 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 2021 2020 Net income/(loss) $ 68 $ (174) $ 93 $ (152) Basic weighted average shares outstanding 93.6 93.3 93.5 93.5 Stock options and restricted stock units (“RSUs”) (a) 0.5 — 0.4 — Diluted weighted average shares outstanding 94.1 93.3 93.9 93.5 Earnings/(loss) per share: Basic $ 0.73 $ (1.86) $ 0.99 $ (1.63) Diluted 0.73 (1.86) 0.99 (1.63) Dividends: Cash dividends declared per share $ 0.16 $ 0.08 $ 0.32 $ 0.40 Aggregate dividends paid to shareholders $ 15 $ 8 $ 30 $ 38 |
Schedule of Stock Repurchase Activity | The following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data): Shares Cost Average Price Per Share As of December 31, 2020 7.7 $ 408 $ 53.43 For the six months ended June 30, 2021 — — — As of June 30, 2021 7.7 $ 408 $ 53.43 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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: 2021 2020 Balance as of January 1, $ 72 $ 47 Cumulative effect of change in accounting standard — 12 Provision for doubtful accounts 14 21 Bad debt write-offs (8) (13) Balance as of June 30, $ 78 $ 67 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Long-Lived Assets [Abstract] | |
Schedule of Impaired Intangible Assets | The following table details impairment charges related to intangible assets recorded in the second quarter of 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, 2021 and December 31, 2020 consisted of the following: June 30, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Goodwill $ 1,539 $ 14 $ 1,525 $ 1,539 $ 14 $ 1,525 June 30, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Unamortized intangible assets: Trademarks $ 1,201 $ 1,202 Amortized intangible assets: Franchise agreements $ 895 $ 500 $ 395 $ 895 $ 487 $ 408 Management agreements 136 38 98 136 33 103 Trademarks 2 1 1 2 1 1 Other 1 1 — 1 — 1 $ 1,034 $ 540 $ 494 $ 1,034 $ 521 $ 513 |
Long-Term Debt and Borrowing _2
Long-Term Debt and Borrowing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Indebtedness | The Company’s indebtedness consisted of: June 30, 2021 December 31, 2020 Long-term debt: (a) Amount Weighted Average Rate (b) Amount Weighted Average Rate (b) $750 million revolving credit facility (due May 2023) $ — $ — Term loan (due May 2025) 1,547 3.13% 1,554 3.18% 5.375% senior unsecured notes (due April 2026) — 496 5.38% 4.375% senior unsecured notes (due August 2028) 492 4.38% 492 4.38% Finance leases 53 4.50% 55 4.50% Total long-term debt 2,092 2,597 Less: Current portion of long-term debt 21 21 Long-term debt $ 2,071 $ 2,576 ______________________ (a) The carrying amount of the term loan and senior unsecured notes are net of deferred debt issuance costs of $16 million and $22 million as of June 30, 2021 and December 31, 2020, 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, 2021 matures as follows: Long-Term Debt Within 1 year $ 21 Between 1 and 2 years 21 Between 2 and 3 years 22 Between 3 and 4 years 1,505 Between 4 and 5 years 6 Thereafter 517 Total $ 2,092 |
Schedule of Available Capacity Under Borrowing Arrangements | As of June 30, 2021, the available capacity under the Company’s revolving credit facility was as follows: Revolving Credit Facility Total capacity $ 750 Less: Letters of credit 15 Available capacity $ 735 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 Carrying Amount Estimated Fair Value Debt $ 2,092 $ 2,116 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 consisted of the following: RSUs PSUs Number of Weighted Number Weighted Balance as of December 31, 2020 0.9 $ 54.15 0.2 $ 52.93 Granted (a) 0.6 65.21 0.1 65.21 Vested (0.3) 54.79 — — Canceled (0.1) 57.04 — — Balance as of June 30, 2021 1.1 (b) $ 59.79 0.3 (c) $ 57.51 ______________________ (a) Represents awards granted by the Company primarily in February 2021. (b) RSUs outstanding as of June 30, 2021 are expected to vest over time and have an aggregate unrecognized compensation expense of $61 million, which is expected to be recognized over a weighted average period of 2.9 years. (c) PSUs outstanding as of June 30, 2021 are expected to vest over time and have an aggregate maximum potential unrecognized compensation expense of $15 million, which may be recognized over a weighted average period of 1.7 years based on attainment of targets. The activity related to stock options granted by the Company for the six months ended June 30, 2021 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, 2020 1.4 $ 55.57 Granted 0.1 65.21 Exercised (0.1) 55.99 Canceled (0.1) 55.26 Expired — — Outstanding as of June 30, 2021 1.3 $ 56.12 5.0 $ 21 Unvested as of June 30, 2021 0.7 (a) $ 55.47 5.3 $ 11 Exercisable as of June 30, 2021 0.6 $ 56.85 4.8 $ 10 ______________________ (a) Unvested options as of June 30, 2021 are expected to vest over time and have an aggregate unrecognized compensation expense of $19 million, which will be recognized over a weighted average period of 2.4 years. |
Schedule of Valuation Assumptions | 2021 2020 Grant date fair value $19.58 $8.59 Grant date strike price $65.21 $53.40 Expected volatility 40.18% 24.30% Expected life 4.25 years 4.25 years Risk-free interest rate 0.40% 1.21% Projected dividend yield 0.98% 2.40% |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Net Revenues and Adjusted EBITDA by Segment | Three Months Ended June 30, 2021 2020 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA (a) Hotel Franchising $ 283 $ 166 $ 182 $ 86 Hotel Management 123 16 76 (4) Total Reportable Segments 406 182 258 82 Corporate and Other — (14) — (16) Total Company $ 406 $ 168 $ 258 $ 66 ______________________ (a) Adjusted EBITDA for 2020 has been recasted to conform with the current year presentation. |
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, 2021 2020 (a) Net income/(loss) $ 68 $ (174) Provision for/(benefit from) income taxes 25 (48) Depreciation and amortization 24 25 Interest expense, net 22 28 Early extinguishment of debt 18 — Stock-based compensation expense 8 5 Development advance notes amortization 2 2 Separation-related expenses 1 — Impairments, net — 206 Restructuring costs — 16 Transaction-related expenses, net — 5 Adjusted EBITDA $ 168 $ 66 ______________________ (a) Adjusted EBITDA for 2020 has been recasted to conform with the current year presentation. Amounts may not foot due to rounding. |
Other Expenses and Charges (Tab
Other Expenses and Charges (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 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. 2021 Activity Liability as of December 31, 2020 Cash Payments Liability as of Personnel-related $ 7 $ (6) $ 1 Facility-related 3 (1) 2 Total accrued restructuring $ 10 $ (7) $ 3 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Schedule of 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, 2020 $ 2 $ (54) $ (52) Period change — 14 14 Balance as of March 31, 2021 2 (40) (38) Period change 1 4 5 Balance as of June 30, 2021 $ 3 $ (36) $ (33) Net of Tax 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) |
Basis of Presentation (Details)
Basis of Presentation (Details) | Jun. 30, 2021hotel |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries operating in (approximately) | 95 |
Owned hotel properties | 2 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Franchise agreement, revenue recognition period (within) | 12 years | |
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | $ 33 | $ 33 |
Other Current Assets | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | 7 | 7 |
Other Noncurrent Assets | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | $ 26 | $ 26 |
Revenue Recognition (Contract L
Revenue Recognition (Contract Liabilities) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Contract liabilities | $ 240 | $ 229 | ||
Deferred initial franchise fee revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract liabilities | 143 | 136 | ||
Deferred loyalty program revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract liabilities | 76 | 75 | ||
Contract liability, cumulative adjustment | $ 16 | $ 16 | ||
Deferred other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract liabilities | $ 21 | $ 18 |
Revenue Recognition (Performanc
Revenue Recognition (Performance Obligations) (Details) $ in Millions | Jun. 30, 2021USD ($) |
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 | $ 80 |
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 | $ 23 |
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 | $ 44 |
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 | $ 13 |
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 | $ 32 |
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 | $ 22 |
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 | $ 17 |
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 | $ 8 |
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 | $ 8 |
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 | $ 1 |
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 | $ 111 |
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 | $ 103 |
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 | $ 2 |
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 | $ 6 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 240 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 143 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | Loyalty program revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 76 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | Other revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 21 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | $ 406 | $ 258 | $ 709 | $ 667 |
Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 122 | 61 | 200 | 154 |
Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 119 | 82 | 204 | 188 |
Cost reimbursements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 85 | 66 | 155 | 192 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 30 | 22 | 60 | 53 |
Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 406 | 258 | 709 | 667 |
Reportable Segments | Hotel Franchising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 283 | 182 | 492 | 425 |
Reportable Segments | Hotel Franchising | Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 115 | 59 | 190 | 144 |
Reportable Segments | Hotel Franchising | Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 119 | 82 | 204 | 187 |
Reportable Segments | Hotel Franchising | License and other fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 20 | 21 | 40 | 42 |
Reportable Segments | Hotel Franchising | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 29 | 20 | 58 | 52 |
Reportable Segments | Hotel Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 123 | 76 | 217 | 242 |
Reportable Segments | Hotel Management | Royalties and franchise fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 7 | 2 | 10 | 10 |
Reportable Segments | Hotel Management | Marketing, reservation and loyalty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 1 | |||
Reportable Segments | Hotel Management | Owned hotel revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 21 | 2 | 34 | 23 |
Reportable Segments | Hotel Management | Management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 9 | 4 | 16 | 15 |
Reportable Segments | Hotel Management | Cost reimbursements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | 85 | 66 | 155 | 192 |
Reportable Segments | Hotel Management | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenues | $ 1 | $ 2 | $ 2 | $ 1 |
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, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||
Net income/(loss) | $ 68 | $ 24 | $ (174) | $ 22 | $ 93 | $ (152) |
Basic weighted average shares outstanding (in shares) | 93.6 | 93.3 | 93.5 | 93.5 | ||
Stock Options and restricted stock units (RSUs) (in shares) | 0.5 | 0 | 0.4 | 0 | ||
Diluted weighted average shares outstanding (in shares) | 94.1 | 93.3 | 93.9 | 93.5 | ||
Earnings/(loss) per share | ||||||
Basic (in usd per share) | $ 0.73 | $ (1.86) | $ 0.99 | $ (1.63) | ||
Diluted (in usd per share) | 0.73 | (1.86) | 0.99 | (1.63) | ||
Cash dividends declared per share (in usd per share) | $ 0.16 | $ 0.08 | $ 0.32 | $ 0.40 | ||
Dividends: | ||||||
Aggregate dividends paid to shareholders | $ 15 | $ 8 | $ 30 | $ 38 | ||
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, shares in Millions, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Shares | |
Treasury stock, beginning (in shares) | shares | 7.7 |
Treasury stock, acquired (in shares) | shares | 0 |
Treasury stock, ending (in shares) | shares | 7.7 |
Cost | |
Treasury stock, cost, beginning | $ | $ 408 |
Treasury stock, cost, acquired | $ | 0 |
Treasury stock, cost, ending | $ | $ 408 |
Average Price Per Share | |
Treasury stock, average price per share, beginning (in usd per share) | $ / shares | $ 53.43 |
Treasury stock, average price per share, acquired (in usd per share) | $ / shares | 0 |
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, 2021USD ($) |
Earnings Per Share [Abstract] | |
Share repurchase, remaining availability | $ 191 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||||
Accounts receivable, allowance for credit loss | $ 78 | $ 67 | $ 78 | $ 67 | $ 72 | $ 47 | |
Income tax benefit | $ 25 | $ (48) | $ 35 | $ (40) | |||
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 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance as of January 1, | $ 72 | $ 47 |
Provision for doubtful accounts | 14 | 21 |
Bad debt write-offs | (8) | (13) |
Balance as of June 30, | 78 | $ 67 |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance as of January 1, | $ 12 |
Long-Lived Assets - Narrative (
Long-Lived Assets - Narrative (Details) $ in Millions | 3 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)hotel | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Owned hotel properties | hotel | 2 | ||
Property and equipment, net | $ 267 | $ 278 | |
Goodwill and intangible asset impairment | $ 205 | ||
Reportable Segments | Hotel Management | |||
Property, Plant and Equipment [Line Items] | |||
Goodwill and intangible asset impairment | 14 | ||
Reportable Segments | Hotel Franchising | |||
Property, Plant and Equipment [Line Items] | |||
Goodwill and intangible asset impairment | $ 191 |
Long-Lived Assets - Schedule of
Long-Lived Assets - Schedule of Impairment of Intangible Assets (Details) $ in Millions | 3 Months Ended | ||
Jun. 30, 2020USD ($)trademark | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill, Gross | $ 1,539 | $ 1,539 | |
Goodwill | $ 1,525 | $ 1,525 | |
Number of other trademark assets Impaired | trademark | 3 | ||
Impaired Assets | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived Intangible Assets, Gross | $ 827 | ||
Impairment of Intangible Assets, Finite-lived | (205) | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 622 | ||
Owned hotel reporting unit goodwill | Impaired Assets | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill, Gross | 14 | ||
Goodwill, Impairment Loss | (14) | ||
Goodwill | 0 | ||
La Quinta trademark | Impaired Assets | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived Intangible Assets, Gross | 710 | ||
Impairment of Intangible Assets, Finite-lived | (155) | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 555 | ||
Other impaired trademarks | Impaired Assets | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived Intangible Assets, Gross | 103 | ||
Impairment of Intangible Assets, Finite-lived | (36) | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 67 |
Long-Lived Assets - Schedule _2
Long-Lived Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill, Gross | $ 1,539 | $ 1,539 |
Goodwill, Impaired, Accumulated Impairment Loss | 14 | 14 |
Goodwill | 1,525 | 1,525 |
Finite-Lived Intangible Assets, Gross | 1,034 | 1,034 |
Finite-Lived Intangible Assets, Accumulated Amortization | 540 | 521 |
Finite-Lived Intangible Assets, Net | 494 | 513 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 1,201 | 1,202 |
Franchise agreements | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 895 | 895 |
Finite-Lived Intangible Assets, Accumulated Amortization | 500 | 487 |
Finite-Lived Intangible Assets, Net | 395 | 408 |
Management agreements | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 136 | 136 |
Finite-Lived Intangible Assets, Accumulated Amortization | 38 | 33 |
Finite-Lived Intangible Assets, Net | 98 | 103 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2 | 2 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1 | 1 |
Finite-Lived Intangible Assets, Net | 1 | 1 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1 | 1 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1 | 0 |
Finite-Lived Intangible Assets, Net | $ 0 | $ 1 |
Franchising, Marketing and Re_2
Franchising, Marketing and Reservation Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Net Revenues | $ (406) | $ (258) | $ (709) | $ (667) | |
Bad debt expense related to notes | 0 | 0 | 0 | 1 | |
Payments of development advance notes | (17) | (6) | |||
Proceeds from development advance notes | 1 | 0 | |||
Payments of development advance notes, net | (16) | (6) | |||
Franchisees and hotel owners | |||||
Disaggregation of Revenue [Line Items] | |||||
Development advance notes | 101 | $ 101 | $ 92 | ||
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Franchise/management agreement term | 10 years | ||||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Franchise/management agreement term | 20 years | ||||
Initial franchise fee | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Revenues | (4) | (5) | $ (7) | (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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes paid, net | $ 13 | $ (2) | ||
Effective tax rate | 26.90% | 21.60% | 27.30% | 20.80% |
Long-Term Debt and Borrowing _3
Long-Term Debt and Borrowing Arrangements (Schedule of Company's Indebtedness) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,092 | $ 2,597 |
Less: Current portion of long-term debt | 21 | 21 |
Long-term debt | $ 2,071 | $ 2,576 |
Finance leases | ||
Debt Instrument [Line Items] | ||
Debt, Weighted Average Interest Rate | 4.50% | 4.50% |
Finance lease liabilities, noncurrent | $ 53 | $ 55 |
$750 million revolving credit facility (due May 2023) | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | 3 | 4 |
Line of Credit | $750 million revolving credit facility (due May 2023) | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | 0 |
Debt, Weighted Average Interest Rate | ||
Long-term Debt | Term loan (due May 2025) | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,547 | $ 1,554 |
Debt, Weighted Average Interest Rate | 3.13% | 3.18% |
Senior Notes | 5.375% senior unsecured notes (due April 2026) | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 496 |
Debt, Weighted Average Interest Rate | 5.38% | |
Senior Notes | Senior Unsecured Notes due August 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 492 | $ 492 |
Debt, Weighted Average Interest Rate | 4.38% | 4.38% |
Term loan and senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 16 | $ 22 |
Long-Term Debt and Borrowing _4
Long-Term Debt and Borrowing Arrangements (Schedule of Outstanding Debt Maturities) (Details) $ in Millions | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Within 1 year | $ 21 |
Between 1 and 2 years | 21 |
Between 2 and 3 years | 22 |
Between 3 and 4 years | 1,505 |
Between 4 and 5 years | 6 |
Thereafter | 517 |
Total | $ 2,092 |
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) $ in Millions | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Total capacity | $ 750 |
Less: Letters of credit | 15 |
Available capacity | $ 735 |
Long-Term Debt and Borrowing _6
Long-Term Debt and Borrowing Arrangements (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 15, 2021 | Dec. 31, 2020 | May 30, 2018 | |
Debt Instrument [Line Items] | |||||||
Early extinguishment of debt | $ (18,000,000) | $ 0 | $ (18,000,000) | $ 0 | |||
Interest rate cash flow hedge liability at fair value | 47,000,000 | 47,000,000 | $ 71,000,000 | ||||
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 | 23,000,000 | 23,000,000 | |||||
Interest expense, net | 22,000,000 | 28,000,000 | 51,000,000 | 54,000,000 | |||
Interest paid | 54,000,000 | 52,000,000 | |||||
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) | $ (6,000,000) | (13,000,000) | $ (8,000,000) | |||
Interest Rate Swap 1 | |||||||
Debt Instrument [Line Items] | |||||||
Total notional amount | $ 600,000,000 | $ 600,000,000 | |||||
Fixed interest rate on interest rate swap | 2.52% | 2.52% | |||||
Interest Rate Swap 2 | |||||||
Debt Instrument [Line Items] | |||||||
Total notional amount | $ 500,000,000 | $ 500,000,000 | |||||
Fixed interest rate on interest rate swap | 1.18% | 1.18% | |||||
Senior Unsecured Notes due August 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 500,000,000 | ||||||
Early extinguishment of debt | $ 18,000,000 | ||||||
Call premiums | 13,000,000 | ||||||
Write off of deferred debt issuance cost | 5,000,000 | ||||||
5.375% senior unsecured notes (due April 2026) | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5.375% | ||||||
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 | $ 3,000,000 | $ 3,000,000 | $ 4,000,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss on foreign currency derivatives recorded in earnings | $ 1 | $ 2 |
Foreign currency impact of highly inflationary countries | 1 | $ 1 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 2,092 | |
Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | $ 2,116 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||||
Litigation reserves | $ 4 | $ 4 | $ 4 | ||
Litigation receivable covered by insurance | 1 | 1 | |||
Impairments, net | 0 | $ 206 | 0 | $ 206 | |
Contract Termination | |||||
Loss Contingencies [Line Items] | |||||
Impairments, net | $ 4 | ||||
Maximum | |||||
Loss Contingencies [Line Items] | |||||
Range of possible loss, portion not accrued (up to) | $ 6 | $ 6 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 14, 2018 | |
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 | ||||
Remaining shares available (in shares) | 5.4 | 5.4 | |||
Stock-based compensation expense | $ 8 | $ 6 | $ 13 | $ 10 |
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, 2021USD ($)$ / sharesshares | |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ 8.59 |
Ending balance (in dollars per share) | $ 19.58 |
RSUs | |
Number of RSUs | |
Beginning balance (in shares) | shares | 0.9 |
Granted (in shares) | shares | 0.6 |
Vested/exercised (in shares) | shares | (0.3) |
Canceled (in shares) | shares | (0.1) |
Ending balance (in shares) | shares | 1.1 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ 54.15 |
Granted (in dollars per share) | 65.21 |
Vested/exercised (in dollars per share) | 54.79 |
Canceled (in dollars per share) | 57.04 |
Ending balance (in dollars per share) | $ 59.79 |
Weighted Average Exercise Price | |
Aggregate unrecognized compensation expense | $ | $ 61 |
Compensation expense not yet recognized, weighted average period | 2 years 10 months 24 days |
Performance Shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 0.2 |
Granted (in shares) | shares | 0.1 |
Ending balance (in shares) | shares | 0.3 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ 52.93 |
Granted (in dollars per share) | 65.21 |
Ending balance (in dollars per share) | $ 57.51 |
Weighted Average Exercise Price | |
Aggregate unrecognized compensation expense | $ | $ 15 |
Compensation expense not yet recognized, weighted average period | 1 year 8 months 12 days |
Options | |
Number of Options | |
Beginning balance (in shares) | shares | 1.4 |
Granted (in shares) | shares | 0.1 |
Exercised (in shares) | shares | (0.1) |
Forfeited (in shares) | shares | (0.1) |
Expired (in shares) | shares | 0 |
Ending balance (in shares) | shares | 1.3 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 55.57 |
Granted (in dollars per share) | 65.21 |
Exercised (in dollars per share) | 55.99 |
Canceled (in dollars per share) | 55.26 |
Expired (in dollars per share) | 0 |
Ending balance (in dollars per share) | $ 56.12 |
Unvested options outstanding | shares | 0.7 |
Options exercisable | shares | 0.6 |
Unvested options weighted average exercise price (in dollars per share) | $ 55.47 |
Exercisable options weighted average exercise price (in dollars per share) | $ 56.85 |
Weighted average remaining contractual term, outstanding | 5 years |
Weighted average remaining contractual term, unvested | 5 years 3 months 18 days |
Weighted average remaining contractual term, exercisable | 4 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 21 |
Aggregate Intrinsic Value, Unvested | $ | 11 |
Aggregate Intrinsic Value, Exercisable | $ | 10 |
Aggregate unrecognized compensation expense | $ | $ 19 |
Compensation expense not yet recognized, weighted average period | 2 years 4 months 24 days |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |||
Grant date fair value (in dollars per share) | $ 19.58 | $ 8.59 | |
Grant date strike price (in dollars per share) | $ 65.21 | $ 53.40 | |
Expected volatility | 40.18% | 24.30% | |
Expected life | 4 years 3 months | 4 years 3 months | |
Risk-free interest rate | 0.40% | 1.21% | |
Projected dividend yield | 0.98% | 2.40% |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net Revenues | $ 406 | $ 258 | $ 709 | $ 667 |
Adjusted EBITDA | 168 | 66 | 265 | 175 |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 406 | 258 | 709 | 667 |
Adjusted EBITDA | 182 | 82 | 293 | 209 |
Reportable Segments | Hotel Franchising | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 283 | 182 | 492 | 425 |
Adjusted EBITDA | 166 | 86 | 271 | 196 |
Reportable Segments | Hotel Management | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 123 | 76 | 217 | 242 |
Adjusted EBITDA | 16 | (4) | 22 | 13 |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenues | 0 | 0 | 0 | 0 |
Adjusted EBITDA | $ (14) | $ (16) | $ (28) | $ (34) |
Segment Information (Reconcilia
Segment Information (Reconciliation of Net Income to Adjusted EBITDA) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Net income/(loss) | $ 68 | $ 24 | $ (174) | $ 22 | $ 93 | $ (152) |
Provision for/(benefit from) income taxes | 25 | (48) | 35 | (40) | ||
Depreciation and amortization | 24 | 25 | 47 | 49 | ||
Interest expense, net | 22 | 28 | 51 | 54 | ||
Early extinguishment of debt | 18 | 0 | 18 | 0 | ||
Separation-related expenses | 1 | 3 | 1 | |||
Impairments, net | 0 | 206 | 0 | 206 | ||
Restructuring | 0 | 16 | $ 13 | 0 | 29 | |
Transaction-related expenses, net | 0 | 5 | 0 | 13 | ||
Foreign currency impact of highly inflationary countries | 1 | 1 | ||||
Net Revenues | (406) | (258) | (709) | (667) | ||
Adjusted EBITDA | 168 | 66 | 265 | 175 | ||
Forgiveness of note receivable | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | 2 | 2 | (4) | (4) | ||
Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation expense | 8 | 6 | 13 | 10 | ||
Nonseparation related | Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation expense | $ 8 | $ 5 | $ 13 | $ 9 |
Other Expenses and Charges - Na
Other Expenses and Charges - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Separation-related | $ 1 | $ 0 | $ 3 | $ 1 | |
Restructuring | 0 | 16 | $ 13 | 0 | 29 |
Goodwill and intangible asset impairment | 205 | ||||
Impairments, net | 0 | (206) | 0 | (206) | |
Transaction-related, net | 0 | 5 | $ 0 | $ 13 | |
Contract Termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairments, net | (4) | ||||
Contract Termination | Accounts Receivable | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairments, net | $ (4) | ||||
Previously impaired asset | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairments, net | $ 3 |
Other Expenses and Charges - Ac
Other Expenses and Charges - Accrued Restructuring Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Liability at beginning of period | $ 8 | $ 8 | |||
Costs Recognized | $ 0 | $ 16 | 13 | $ 0 | 29 |
Cash Payments | (19) | ||||
Liability at end of period | 3 | 16 | 3 | 16 | |
Other | (2) | ||||
2019 Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability at beginning of period | 8 | 8 | |||
Costs Recognized | 0 | ||||
Cash Payments | (6) | ||||
Liability at end of period | 1 | 1 | |||
Other | (1) | ||||
2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability at beginning of period | 0 | 10 | 0 | ||
Costs Recognized | 29 | ||||
Cash Payments | (7) | (13) | |||
Liability at end of period | 3 | 15 | 3 | 15 | |
Other | (1) | ||||
Personnel-related | 2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability at beginning of period | 0 | 7 | 0 | ||
Costs Recognized | 23 | ||||
Cash Payments | (6) | (12) | |||
Liability at end of period | 1 | 10 | 1 | 10 | |
Other | (1) | ||||
Facility-related | 2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability at beginning of period | 0 | 3 | 0 | ||
Costs Recognized | 5 | ||||
Cash Payments | (1) | 0 | |||
Liability at end of period | $ 2 | 5 | $ 2 | 5 | |
Other | 0 | ||||
Other | 2020 Plans | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Liability at beginning of period | $ 0 | 0 | |||
Costs Recognized | 1 | ||||
Cash Payments | (1) | ||||
Liability at end of period | $ 0 | 0 | |||
Other | $ 0 |
Transactions With Former Pare_2
Transactions With Former Parent (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Other non-current liabilities | ||||||
Related Party Transaction [Line Items] | ||||||
Separation and distribution agreement, contingent liability assumed, remaining amount | $ 18 | $ 18 | $ 18 | |||
Other Current Liabilities | ||||||
Related Party Transaction [Line Items] | ||||||
Separation and distribution agreement, contingent liability assumed, remaining amount | 4 | 4 | 3 | |||
Other Current Assets | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables due from former parent | 2 | 2 | $ 4 | |||
Wyndham Worldwide | Licensing Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from former parent | 17 | $ 16 | 32 | $ 32 | ||
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 | $ 2 | $ 4 | $ 5 | $ 7 | ||
Affiliated Entity | Sale of European Vacation Rentals Business | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Post Closing-Adjustment to Reduce Net Consideration | $ 44 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance as of beginning of period, value | $ 991 | $ 963 | $ 1,112 | $ 1,212 | $ 963 | $ 1,212 |
Balance as of beginning of period | (38) | (52) | (66) | (27) | (52) | (27) |
Period change | 1 | 0 | 1 | (3) | 2 | (2) |
Period change | 4 | 14 | (2) | (36) | 17 | (38) |
Period change | 5 | 14 | (1) | (39) | 19 | (40) |
Balance as of end of period | (33) | (38) | (67) | (66) | (33) | (67) |
Balance as of end of period, value | 1,060 | 991 | 933 | 1,112 | 1,060 | 933 |
Foreign Currency Translation Adjustments | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance as of beginning of period, value | 2 | 2 | (4) | (1) | 2 | (1) |
Balance as of end of period, value | 3 | 2 | (3) | (4) | 3 | (3) |
Cash Flow Hedges | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance as of beginning of period, value | (40) | (54) | (62) | (26) | (54) | (26) |
Balance as of end of period, value | $ (36) | $ (40) | $ (64) | $ (62) | $ (36) | $ (64) |