Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
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 | 80,576,852 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001722684 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated and Comb
Condensed Consolidated and Combined Statements of Income/(Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net revenues | ||
Net revenues | $ 305 | $ 313 |
Expenses | ||
Operating | 19 | 20 |
General and administrative | 28 | 30 |
Depreciation and amortization | 20 | 19 |
Transaction-related | 41 | 0 |
Impairment | 12 | 0 |
Restructuring | 3 | 0 |
Separation-related | 0 | 2 |
Total expenses | 255 | 200 |
Operating income | 50 | 113 |
Interest expense, net | 28 | 22 |
Income before income taxes | 22 | 91 |
Provision for income taxes | 6 | 24 |
Net income | $ 16 | $ 67 |
Earnings per share | ||
Basic (in usd per share) | $ 0.20 | $ 0.77 |
Diluted (in usd per share) | $ 0.19 | $ 0.77 |
Fee-related and other revenues | ||
Net revenues | ||
Net revenues | $ 304 | $ 308 |
Royalties and franchise fees | ||
Net revenues | ||
Net revenues | 116 | 121 |
Marketing, reservation and loyalty | ||
Net revenues | ||
Net revenues | 117 | 120 |
Expenses | ||
Cost of revenues | 131 | 124 |
Management and other fees | ||
Net revenues | ||
Net revenues | 2 | 3 |
License and other fees | ||
Net revenues | ||
Net revenues | 26 | 23 |
Other | ||
Net revenues | ||
Net revenues | 43 | 41 |
Cost reimbursements | ||
Net revenues | ||
Net revenues | 1 | 5 |
Expenses | ||
Cost of revenues | $ 1 | $ 5 |
Condensed Consolidated and Co_2
Condensed Consolidated and Combined Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 16 | $ 67 |
Other comprehensive income/(loss), net of tax | ||
Foreign currency translation adjustments | (2) | 2 |
Unrealized gains/(losses) on cash flow hedges | 10 | (8) |
Other comprehensive income/(loss), net of tax | 8 | (6) |
Comprehensive income | $ 24 | $ 61 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 50 | $ 66 |
Trade receivables, net | 248 | 241 |
Prepaid expenses | 34 | 27 |
Other current assets | 35 | 39 |
Total current assets | 367 | 373 |
Property and equipment, net | 83 | 88 |
Goodwill | 1,525 | 1,525 |
Other non-current assets | 518 | 468 |
Total assets | 4,064 | 4,033 |
Current liabilities: | ||
Current portion of long-term debt | 37 | 37 |
Accounts payable | 63 | 32 |
Deferred revenues | 117 | 91 |
Accrued expenses and other current liabilities | 305 | 299 |
Total current liabilities | 522 | 459 |
Long-term debt | 2,204 | 2,164 |
Deferred income taxes | 325 | 325 |
Deferred revenues | 164 | 167 |
Other non-current liabilities | 175 | 172 |
Total liabilities | 3,390 | 3,287 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, authorized 6.0 shares, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 102.4 and 102.1 issued as of March 31, 2024 and December 31, 2023 | 1 | 1 |
Treasury stock, at cost – 21.4 and 20.7 shares as of March 31, 2024 and December 31, 2023 | (1,418) | (1,361) |
Additional paid-in capital | 1,592 | 1,599 |
Retained earnings | 472 | 488 |
Accumulated other comprehensive income | 27 | 19 |
Total stockholders’ equity | 674 | 746 |
Total liabilities and stockholders’ equity | 4,064 | 4,033 |
Trademarks, net | ||
Current assets: | ||
Intangible assets, net | 1,232 | 1,232 |
Franchise agreements and other intangibles, net | ||
Current assets: | ||
Intangible assets, net | $ 339 | $ 347 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 issued (in shares) | 102,400,000 | 102,100,000 |
Condensed Consolidated and Co_3
Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net income | $ 16 | $ 67 |
Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 20 | 19 |
Provision for doubtful accounts | 1 | 0 |
Impairment | 12 | 0 |
Deferred income taxes | (3) | (1) |
Stock-based compensation | 10 | 9 |
Net change in assets and liabilities: | ||
Trade receivables | (11) | 4 |
Prepaid expenses | (7) | (17) |
Other current assets | 3 | 35 |
Accounts payable, accrued expenses and other current liabilities | 39 | (40) |
Deferred revenues | 24 | 24 |
Payments of development advance notes, net | (31) | (13) |
Other, net | 3 | 6 |
Net cash provided by operating activities | 76 | 93 |
Investing activities | ||
Property and equipment additions | (9) | (9) |
Loan advances | (15) | 0 |
Net cash used in investing activities | (24) | (9) |
Financing activities | ||
Proceeds from borrowings | 48 | 0 |
Principal payments on long-term debt | (8) | 0 |
Dividends to stockholders | (32) | (31) |
Repurchases of common stock | (55) | (54) |
Net share settlement of incentive equity awards | (17) | (9) |
Other, net | (3) | (1) |
Net cash used in financing activities | (67) | (95) |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (1) | 0 |
Net decrease in cash, cash equivalents and restricted cash | (16) | (11) |
Cash, cash equivalents and restricted cash, beginning of period | 66 | 161 |
Cash, cash equivalents and restricted cash, end of period | $ 50 | $ 150 |
Condensed Consolidated and Co_4
Condensed Consolidated and Combined Statements of Equity (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings, Appropriated [Member] | AOCI Attributable to Parent [Member] | Treasury Stock, Common |
Balance as of beginning of period, shares at Dec. 31, 2022 | 86 | |||||
Balance as of beginning of period, value at Dec. 31, 2022 | $ 962 | $ 1 | $ 1,569 | $ 318 | $ 38 | $ (964) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 67 | 67 | ||||
Period change | (6) | (6) | ||||
Dividends | (31) | (31) | ||||
Repurchase of common stock | (56) | (56) | ||||
Net share settlement of incentive equity awards | (9) | (9) | ||||
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition | 9 | 9 | ||||
Ending balance, shares at Mar. 31, 2023 | 86 | |||||
Balance as of end of period, value at Mar. 31, 2023 | 936 | $ 1 | 1,569 | 354 | 32 | (1,020) |
Balance as of beginning of period, shares at Dec. 31, 2023 | 81 | |||||
Balance as of beginning of period, value at Dec. 31, 2023 | 746 | $ 1 | 1,599 | 488 | 19 | (1,361) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 16 | 16 | ||||
Period change | 8 | 8 | ||||
Dividends | (32) | (32) | ||||
Repurchase of common stock | (57) | (57) | ||||
Net share settlement of incentive equity awards | (17) | (17) | ||||
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition | 10 | 10 | ||||
Ending balance, shares at Mar. 31, 2024 | 81 | |||||
Balance as of end of period, value at Mar. 31, 2024 | $ 674 | $ 1 | $ 1,592 | $ 472 | $ 27 | $ (1,418) |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 over 95 countries around the world. The Condensed Consolidated Financial Statements have been prepared on a stand-alone basis. The Condensed Consolidated Financial Statements include the Company’s assets, liabilities, revenues, expenses and cash flows and all entities in which it 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 2023 Consolidated 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’ primary segment is hotel franchising which principally consists of licensing the Company’s lodging brands and providing related services to third-party hotel owners and others. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 2. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued an accounting update, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted the guidance on January 1, 2024 and will begin disclosing under this new guidance with its Annual Report on Form 10-K for the year ending December 31, 2024. Recently Issued Accounting Pronouncements In December 2023, the FASB issued an accounting update, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This update should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. The Company plans to adopt the guidance on January 1, 2025, as required. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Deferred initial franchise fee revenues $ 141 $ 145 Deferred loyalty program revenues 93 95 Deferred co-branded credit card program revenues 28 3 Deferred other revenues 19 15 Total $ 281 $ 258 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 13 years. Deferred loyalty revenues represent the portion of loyalty program fees charged to franchisees, net of redemption costs, that have been deferred and will be recognized over time based upon loyalty point redemption patterns. Deferred co-branded credit card program revenue represents payments received in advance from the Company’s co-branded credit card partners, primarily for card member activity, which is typically recognized within one year. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The consideration received from a customer is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below: 4/1/2024 - 3/31/2025 4/1/2025 - 3/31/2026 4/1/2026 - 3/31/2027 Thereafter Total Initial franchise fee revenues $ 16 $ 8 $ 7 $ 110 $ 141 Loyalty program revenues 59 23 9 2 93 Co-branded credit card program revenues 28 — — — 28 Other revenues 14 1 1 3 19 Total $ 117 $ 32 $ 17 $ 115 $ 281 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: Three Months Ended March 31, 2024 2023 Royalties and franchise fees $ 116 $ 121 Marketing and reservation fees 97 99 Loyalty revenue 20 21 Management and other fees 2 3 License and other fees 26 23 Cost reimbursements 1 5 Other revenue 43 41 Net revenues $ 305 $ 313 Capitalized Contract Costs |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. EARNINGS PER SHARE The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. The following table sets forth the computation of basic and diluted EPS (in millions, except per share data): Three Months Ended March 31, 2024 2023 Net income $ 16 $ 67 Basic weighted average shares outstanding 81.2 86.5 Stock options and restricted stock units (“RSUs”) (a) 0.6 0.6 Diluted weighted average shares outstanding 81.8 87.1 Earnings per share: Basic $ 0.20 $ 0.77 Diluted 0.19 0.77 Dividends: Cash dividends declared per share $ 0.38 $ 0.35 Aggregate dividends paid to stockholders $ 32 $ 31 ______________________ (a) Diluted shares outstanding excludes shares related to stock options of 0.5 million for the three months ended March 31, 2023. Such stock options were immaterial for the three months ended March 31, 2024. Diluted shares outstanding excludes shares related to RSUs of 0.3 million and 0.5 million related to RSUs for the three months ended March 31, 2024 and 2023, respectively. Such shares are excluded as their effect would have been anti-dilutive under the treasury stock method. Stock Repurchase Program The following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data) which includes excise taxes and fees: Shares Cost Average Price Per Share As of December 31, 2023 20.7 $ 1,361 $ 65.69 For the three months ended March 31, 2024 0.7 57 78.63 As of March 31, 2024 21.4 $ 1,418 $ 66.12 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
Accounts Receivable | 5. ACCOUNTS RECEIVABLE Allowance for Doubtful Accounts The following table sets forth the activity in the Company’s allowance for doubtful accounts on trade accounts receivable for the three months ended: 2024 2023 Balance as of January 1, $ 60 $ 64 Provision for doubtful accounts 3 — Bad debt write-offs (1) (1) Balance as of March 31, $ 62 $ 63 |
Franchising, Marketing and Rese
Franchising, Marketing and Reservation Activities | 3 Months Ended |
Mar. 31, 2024 | |
Franchisors [Abstract] | |
Franchising and Marketing and Reservation Activities | 6. FRANCHISING, MARKETING AND RESERVATION ACTIVITIES Royalties and franchise fee revenues on the Condensed Consolidated Statements of Income include initial franchise fees of $8 million and $4 million for the three months ended March 31, 2024 and 2023, respectively. In accordance with its franchise agreements, the Company is generally 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/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 agreement, all or a portion of the development advance notes may be forgiven by the Company over the period of the franchise agreement. 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’s Condensed Consolidated Financial Statements include the following with respect to development advances: Condensed Consolidated Balance Sheets: March 31, 2024 December 31, 2023 Other non-current assets $ 246 $ 228 During 2024, the Company made a non-cash reclass of $3 million from loan receivables to development advance notes, both of which were reported within other non-current assets. As a result of the Company’s evaluation of the recoverability of the carrying value of the development advance notes, the Company recorded an impairment charge of $10 million during the first quarter of 2024. Condensed Consolidated Statements of Income: Three Months Ended March 31, 2024 2023 Forgiveness of notes (a) $ 5 $ 3 Impairment (b) $ 10 $ — ______________________ (a) Amounts are recorded as a reduction of both royalties and franchise fees and marketing, reservation and loyalty revenues on the Condensed Consolidated Statements of Income. (b) Amount is recorded within impairment on the Condensed Consolidated Statements of Income. Condensed Consolidated Statements of Cash Flows: Three Months Ended March 31, 2024 2023 Payments of development advance notes $ (32) $ (14) Proceeds from repayment of development advance notes 1 1 Payments of development advance notes, net $ (31) $ (13) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES The Company files income tax returns in the U.S. federal and state jurisdictions, as well as in foreign jurisdictions. With certain exceptions, the Company is no longer subject to federal income tax examinations for years prior to 2020. The Company is no longer subject to state and local, or foreign, income tax examinations for years prior to 2016. The Company made cash income tax payments, net of refunds, of $2 million and $4 million for the three months ended March 31, 2024 and 2023, respectively. The Company’s effective tax rates were 27.3% and 26.4% during the three months ended March 31, 2024 and 2023, respectively. Various jurisdictions in which the Company operates have enacted the Pillar II directive which establishes a global minimum corporate tax rate of 15% initiated by the Organization for Economic Co-operation and Development with an effective date of January 1, 2024. The Company does not expect Pillar II to have a material impact on its financial results, including its annual estimated effective tax rate or liquidity for 2024. |
Long-Term Debt and Borrowing Ar
Long-Term Debt and Borrowing Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Borrowing Arrangements | 8. LONG-TERM DEBT AND BORROWING ARRANGEMENTS The Company’s indebtedness consisted of: March 31, 2024 December 31, 2023 Long-term debt: (a) Amount Weighted Average Rate (b) Amount Weighted Average Rate (b) $750 million revolving credit facility (due April 2027) $ 208 7.18% $ 160 7.30% $400 million term loan A (due April 2027) 379 7.19% 384 6.82% $1.1 billion term loan B (due May 2030) 1,121 4.11% 1,123 4.10% $500 million 4.375% senior unsecured notes (due August 2028) 495 4.38% 495 4.38% Finance leases 38 4.50% 39 4.50% Total long-term debt 2,241 4.95% 2,201 4.77% Less: Current portion of long-term debt 37 37 Long-term debt $ 2,204 $ 2,164 ______________________ (a) The carrying amount of the term loans and senior unsecured notes are net of deferred debt issuance costs of $15 million and $16 million as of March 31, 2024 and December 31, 2023, respectively. The carrying amount of the term loan B is net of unamortized discounts of $5 million as of both March 31, 2024 and December 31, 2023, respectively. (b) Weighted average interest rates are based on the stated interest rate for the year-to-date periods and include the effects of hedging. Maturities and Capacity The Company’s outstanding debt as of March 31, 2024 matures as follows: Long-Term Debt Within 1 year $ 37 Between 1 and 2 years 48 Between 2 and 3 years 48 Between 3 and 4 years 526 Between 4 and 5 years 515 Thereafter 1,067 Total $ 2,241 As of March 31, 2024, the available capacity under the Company’s revolving credit facility was as follows: Revolving Credit Facility Total capacity $ 750 Less: Borrowings 208 Less: Letters of credit 9 Available capacity $ 533 Revolving Credit Facility The Company had $208 million and $160 million of outstanding borrowings on its revolving credit facility as of March 31, 2024 and December 31, 2023, respectively. Such borrowings are included within long-term debt on the Condensed Consolidated Balance Sheets. 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 as of both March 31, 2024 and December 31, 2023, respectively. Cash Flow Hedge In January 2024, we entered into new pay-fixed/receive-variable interest rate swaps that hedge the interest rate exposure on $275 million of our variable-rate debt with an effective date in the fourth quarter of 2024 and an expiration date in the fourth quarter of 2027. The weighted average fixed rate associated with the new swaps is 3.37% (plus applicable spreads). As of March 31, 2024, the Company has pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.1 billion, effectively representing more than 97% of the outstanding amount of its term loan B. The interest rate swaps have weighted average fixed rates (plus applicable spreads) ranging from 0.91% to 3.84% based on various effective dates for each of the swap agreements, with $600 million of swaps that expire in the second quarter of 2028 and $475 million expiring in the fourth quarter of 2027. For the three months ended March 31, 2024 and 2023, the weighted average fixed rate (plus applicable spreads) for the swaps were 1.69% and 1.86%, respectively. The aggregate fair value of these interest rate swaps was an asset of $26 million and $13 million as of March 31, 2024 and December 31, 2023, respectively, which was included within other non-current assets on the Condensed Consolidated Balance Sheets. The effect of interest rate swaps on interest expense, net on the Condensed Consolidated Statements of Income was $10 million and $7 million of income for the three months ended March 31, 2024 and 2023, respectively. There was no hedging ineffectiveness recognized in the three months ended March 31, 2024 or 2023. The Company expects to reclassify $26 million of gains from accumulated other comprehensive income (“AOCI”) to interest expense during the next 12 months. Interest Expense, Net The Company incurred net interest expense of $28 million and $22 million for the three months ended March 31, 2024 and 2023, respectively. Cash paid related to such interest was $34 million and $29 million for the three months ended March 31, 2024 and 2023, respectively. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 9. 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: March 31, 2024 Carrying Amount Estimated Fair Value Debt $ 2,241 $ 2,231 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 8 - 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, Brazilian Real, British Pound 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 $1 million of gains and $2 million of losses from freestanding foreign currency exchange contracts during the three months ended March 31, 2024 and 2023, respectively. Such gains and losses are included in operating expenses in the Condensed Consolidated Statements of Income. The Company accounts for certain countries as a highly inflationary economy, with its exposure primarily related to Argentina. The Company incurred immaterial foreign currency exchange gains related to Argentina during the three months ended March 31, 2024 and $1 million of losses during the three months ended March 31, 2023. Such gains and losses are included in operating expenses in the Condensed Consolidated Statements of Income. Credit Risk and Exposure The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and often by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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. Many of these matters are in the pleading or discovery stages at this time. In certain matters, discovery has closed and the parties are engaged in dispositive motion practice. As of March 31, 2024, the Company is aware of approximately 35 pending matters 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 any probable 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 and $7 million as of March 31, 2024 and December 31, 2023, respectively. The Company also had receivables of $3 million and $4 million as of March 31, 2024 and December 31, 2023, respectively, for certain matters which are covered by insurance and were included in other current assets on its Condensed Consolidated Balance Sheets. Litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to the Company with respect to earnings and/or cash flows in any given reporting period. As of March 31, 2024, 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 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 | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. 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/or other stock-based awards to key employees and non-employee directors. 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 March 31, 2024, 4.3 million shares remained available. During 2024, the Company granted incentive equity awards totaling $33 million to key employees and senior officers in the form of RSUs. The RSUs generally vest ratably over a period of four years based on continuous service. Additionally, the Company approved incentive equity awards to key employees and senior officers in the form of PSUs with a maximum grant value of $18 million. The PSUs generally cliff vest on the third anniversary of the grant date based on continuous service with the number of shares earned (0% to 200% of the target award) dependent upon the extent the Company achieves certain performance metrics. Incentive Equity Awards Granted by the Company The activity related to the Company’s incentive equity awards for the three months ended March 31, 2024 consisted of the following: RSUs PSUs Number of Weighted Number Weighted Balance as of December 31, 2023 1.0 $ 72.80 0.5 $ 76.56 Granted (a) 0.4 76.55 0.2 (b) 76.55 Vested (0.4) 68.59 (0.1) 65.21 Canceled — — — — Balance as of March 31, 2024 1.0 (c) $ 76.04 0.6 (d) $ 78.32 ______________________ (a) Represents awards granted by the Company in February 2024. (b) Represents awards granted by the Company at the maximum achievement level of 200% of target payout. Actual shares that may be issued can range from 0% to 200% of target. (c) RSUs outstanding as of March 31, 2024 have an aggregate unrecognized compensation expense of $72 million, which is expected to be recognized over a weighted average period of 3.7 years. (d) PSUs outstanding as of March 31, 2024 have an aggregate maximum potential unrecognized compensation expense of $37 million, which may be recognized over a weighted average period of 2.3 years based on attainment of targets. There were no stock options granted in 2024 or 2023. The activity related to stock options for the three months ended March 31, 2024 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, 2023 1.0 $ 55.89 Granted — — Exercised — — Canceled — — Outstanding as of March 31, 2024 1.0 $ 55.87 2.4 $ 22 Unvested as of March 31, 2024 — $ — — $ — Exercisable as of March 31, 2024 1.0 $ 55.68 2.4 $ 22 Stock-Based Compensation Expense Stock-based compensation expense was $10 million and $9 million for the three months ended March 31, 2024 and 2023, respectively. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 12. SEGMENT INFORMATION The reportable segment presented below represents the Company’s operating segment 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 segment, the Company also considers the nature of services provided by its operating segment. Management evaluates the operating results of its reportable segment based upon net revenues and “adjusted EBITDA”, which is defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment charges, restructuring and related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. The Company believes that adjusted EBITDA is a useful measure of performance for its segment 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. Three Months Ended March 31, 2024 2023 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 305 $ 158 $ 313 $ 164 Corporate and Other — (17) — (17) Total Company $ 305 $ 141 $ 313 $ 147 The table below is a reconciliation of net income to adjusted EBITDA. Three Months Ended March 31, 2024 2023 Net income $ 16 $ 67 Provision for income taxes 6 24 Depreciation and amortization 20 19 Interest expense, net 28 22 Stock-based compensation 10 9 Development advance notes amortization 5 3 Transaction-related 41 — Impairment 12 — Restructuring costs 3 — Separation-related — 2 Foreign currency impact of highly inflationary countries — 1 Adjusted EBITDA $ 141 $ 147 |
Other Expenses and Charges
Other Expenses and Charges | 3 Months Ended |
Dec. 31, 2023 | |
Other Expenses [Abstract] | |
Other Expenses and Charges | 13. OTHER EXPENSES AND CHARGES Transaction-Related The Company recognized transaction-related expenses of $41 million during the three months ended March 31, 2024, related to costs associated with the failed hostile takeover attempt by Choice Hotels International, Inc. Such amounts primarily consisted of legal and advisory costs. During the first quarter of 2024, the Company paid $4 million of transaction-related costs. Impairment As a result of the Company’s evaluation of the recoverability of the carrying value of certain assets, the Company recorded an impairment charge of $12 million, primarily related to development advance notes, during the first quarter of 2024. The impairment charge was reported within the impairment line item on the Condensed Consolidated Statements of Income. Restructuring During the first quarter of 2024, the Company approved a restructuring plan focused on enhancing its organization efficiency. As a result, during the three months ended March 31, 2024, the Company incurred $3 million of restructuring expenses, all of which were personnel-related. Such charges were primarily in our Hotel Franchising segment. During the first quarter of 2024, cash payments for restructuring activities were immaterial. Separation-Related Separation-related costs associated with the Company's spin-off from former Parent were $2 million for the three months ended March 31, 2023 and were primarily related to a tax matter. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2024 | |
Statement of Stockholders' Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 14. 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, 2023 $ 9 $ 10 $ 19 Period change (2) 10 8 Balance as of March 31, 2024 $ 7 $ 20 $ 27 Net of Tax Balance as of December 31, 2022 $ (3) $ 41 $ 38 Period change 2 (8) (6) Balance as of March 31, 2023 $ (1) $ 33 $ 32 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 the Company’s assets, liabilities, revenues, expenses and cash flows and all entities in which it 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 In November 2023, the Financial Accounting Standards Board (“FASB”) issued an accounting update, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted the guidance on January 1, 2024 and will begin disclosing under this new guidance with its Annual Report on Form 10-K for the year ending December 31, 2024. Recently Issued Accounting Pronouncements In December 2023, the FASB issued an accounting update, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This update should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. The Company plans to adopt the guidance on January 1, 2025, as required. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | Deferred revenues as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Deferred initial franchise fee revenues $ 141 $ 145 Deferred loyalty program revenues 93 95 Deferred co-branded credit card program revenues 28 3 Deferred other revenues 19 15 Total $ 281 $ 258 |
Schedule of Performance Obligations | The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below: 4/1/2024 - 3/31/2025 4/1/2025 - 3/31/2026 4/1/2026 - 3/31/2027 Thereafter Total Initial franchise fee revenues $ 16 $ 8 $ 7 $ 110 $ 141 Loyalty program revenues 59 23 9 2 93 Co-branded credit card program revenues 28 — — — 28 Other revenues 14 1 1 3 19 Total $ 117 $ 32 $ 17 $ 115 $ 281 |
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: Three Months Ended March 31, 2024 2023 Royalties and franchise fees $ 116 $ 121 Marketing and reservation fees 97 99 Loyalty revenue 20 21 Management and other fees 2 3 License and other fees 26 23 Cost reimbursements 1 5 Other revenue 43 41 Net revenues $ 305 $ 313 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Net income $ 16 $ 67 Basic weighted average shares outstanding 81.2 86.5 Stock options and restricted stock units (“RSUs”) (a) 0.6 0.6 Diluted weighted average shares outstanding 81.8 87.1 Earnings per share: Basic $ 0.20 $ 0.77 Diluted 0.19 0.77 Dividends: Cash dividends declared per share $ 0.38 $ 0.35 Aggregate dividends paid to stockholders $ 32 $ 31 ______________________ (a) Diluted shares outstanding excludes shares related to stock options of 0.5 million for the three months ended March 31, 2023. Such stock options were immaterial for the three months ended March 31, 2024. Diluted shares outstanding excludes shares related to RSUs of 0.3 million and 0.5 million related to RSUs for the three months ended March 31, 2024 and 2023, respectively. Such shares are excluded as their effect would have been anti-dilutive under the treasury stock method. |
Schedule of Stock Repurchase Activity | The following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data) which includes excise taxes and fees: Shares Cost Average Price Per Share As of December 31, 2023 20.7 $ 1,361 $ 65.69 For the three months ended March 31, 2024 0.7 57 78.63 As of March 31, 2024 21.4 $ 1,418 $ 66.12 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 receivable for the three months ended: 2024 2023 Balance as of January 1, $ 60 $ 64 Provision for doubtful accounts 3 — Bad debt write-offs (1) (1) Balance as of March 31, $ 62 $ 63 |
Long-Term Debt and Borrowing _2
Long-Term Debt and Borrowing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Indebtedness | The Company’s indebtedness consisted of: March 31, 2024 December 31, 2023 Long-term debt: (a) Amount Weighted Average Rate (b) Amount Weighted Average Rate (b) $750 million revolving credit facility (due April 2027) $ 208 7.18% $ 160 7.30% $400 million term loan A (due April 2027) 379 7.19% 384 6.82% $1.1 billion term loan B (due May 2030) 1,121 4.11% 1,123 4.10% $500 million 4.375% senior unsecured notes (due August 2028) 495 4.38% 495 4.38% Finance leases 38 4.50% 39 4.50% Total long-term debt 2,241 4.95% 2,201 4.77% Less: Current portion of long-term debt 37 37 Long-term debt $ 2,204 $ 2,164 ______________________ (a) The carrying amount of the term loans and senior unsecured notes are net of deferred debt issuance costs of $15 million and $16 million as of March 31, 2024 and December 31, 2023, respectively. The carrying amount of the term loan B is net of unamortized discounts of $5 million as of both March 31, 2024 and December 31, 2023, respectively. (b) Weighted average interest rates are based on the stated interest rate for the year-to-date periods and include the effects of hedging. |
Schedule of Outstanding Debt Maturities | The Company’s outstanding debt as of March 31, 2024 matures as follows: Long-Term Debt Within 1 year $ 37 Between 1 and 2 years 48 Between 2 and 3 years 48 Between 3 and 4 years 526 Between 4 and 5 years 515 Thereafter 1,067 Total $ 2,241 |
Schedule of Available Capacity Under Borrowing Arrangements | As of March 31, 2024, the available capacity under the Company’s revolving credit facility was as follows: Revolving Credit Facility Total capacity $ 750 Less: Borrowings 208 Less: Letters of credit 9 Available capacity $ 533 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 Carrying Amount Estimated Fair Value Debt $ 2,241 $ 2,231 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Activity Related to Incentive Equity Awards | The activity related to the Company’s incentive equity awards for the three months ended March 31, 2024 consisted of the following: RSUs PSUs Number of Weighted Number Weighted Balance as of December 31, 2023 1.0 $ 72.80 0.5 $ 76.56 Granted (a) 0.4 76.55 0.2 (b) 76.55 Vested (0.4) 68.59 (0.1) 65.21 Canceled — — — — Balance as of March 31, 2024 1.0 (c) $ 76.04 0.6 (d) $ 78.32 ______________________ (a) Represents awards granted by the Company in February 2024. (b) Represents awards granted by the Company at the maximum achievement level of 200% of target payout. Actual shares that may be issued can range from 0% to 200% of target. (c) RSUs outstanding as of March 31, 2024 have an aggregate unrecognized compensation expense of $72 million, which is expected to be recognized over a weighted average period of 3.7 years. (d) PSUs outstanding as of March 31, 2024 have an aggregate maximum potential unrecognized compensation expense of $37 million, which may be recognized over a weighted average period of 2.3 years based on attainment of targets. There were no stock options granted in 2024 or 2023. The activity related to stock options for the three months ended March 31, 2024 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, 2023 1.0 $ 55.89 Granted — — Exercised — — Canceled — — Outstanding as of March 31, 2024 1.0 $ 55.87 2.4 $ 22 Unvested as of March 31, 2024 — $ — — $ — Exercisable as of March 31, 2024 1.0 $ 55.68 2.4 $ 22 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of Net Revenues and Adjusted EBITDA by Segment | Three Months Ended March 31, 2024 2023 Net Revenues Adjusted EBITDA Net Revenues Adjusted EBITDA Hotel Franchising $ 305 $ 158 $ 313 $ 164 Corporate and Other — (17) — (17) Total Company $ 305 $ 141 $ 313 $ 147 |
Reconciliation of Net Income to Adjusted EBITDA | The table below is a reconciliation of net income to adjusted EBITDA. Three Months Ended March 31, 2024 2023 Net income $ 16 $ 67 Provision for income taxes 6 24 Depreciation and amortization 20 19 Interest expense, net 28 22 Stock-based compensation 10 9 Development advance notes amortization 5 3 Transaction-related 41 — Impairment 12 — Restructuring costs 3 — Separation-related — 2 Foreign currency impact of highly inflationary countries — 1 Adjusted EBITDA $ 141 $ 147 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 $ 9 $ 10 $ 19 Period change (2) 10 8 Balance as of March 31, 2024 $ 7 $ 20 $ 27 Net of Tax Balance as of December 31, 2022 $ (3) $ 41 $ 38 Period change 2 (8) (6) Balance as of March 31, 2023 $ (1) $ 33 $ 32 |
Basis of Presentation (Details)
Basis of Presentation (Details) | Mar. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries operating in (approximately) | 95 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Franchise agreement, revenue recognition period (within) | 13 years | |
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | $ 71 | $ 68 |
Other Current Assets | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | 4 | 4 |
Other Noncurrent Assets | ||
Capitalized Contract Cost [Line Items] | ||
Capitalized contract cost, net | $ 67 | $ 64 |
Revenue Recognition (Contract L
Revenue Recognition (Contract Liabilities) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 281 | $ 258 |
Deferred initial franchise fee revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 141 | 145 |
Deferred loyalty program revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 93 | 95 |
Deferred co-branded credit card program revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 28 | 3 |
Deferred other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 19 | $ 15 |
Revenue Recognition (Performanc
Revenue Recognition (Performance Obligations) (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 281 |
Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 141 |
Loyalty program revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 93 |
Other revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 19 |
Co-branded credit cards program [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 28 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 117 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 16 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Loyalty program revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 59 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Other revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 14 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Co-branded credit cards program [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 28 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
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]: 2025-04-01 | 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]: 2025-04-01 | Loyalty program 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]: 2025-04-01 | 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]: 2025-04-01 | Co-branded credit cards program [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 0 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
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]: 2026-04-01 | Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 7 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | Loyalty program 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]: 2026-04-01 | 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]: 2026-04-01 | Co-branded credit cards program [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 0 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 115 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Initial franchise fee revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 110 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | 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]: 2027-04-01 | Other revenues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 3 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Co-branded credit cards program [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 0 |
Remaining performance obligation, period | 1 year |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation of Net Revenues) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net Revenues | $ 305 | $ 313 |
Royalties and franchise fees | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 116 | 121 |
Marketing, reservation and loyalty | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 117 | 120 |
Cost reimbursements | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 1 | 5 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 43 | 41 |
License and other fees | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 26 | 23 |
Reportable Segments | Royalties and franchise fees | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 116 | 121 |
Reportable Segments | Cost reimbursements | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 1 | 5 |
Reportable Segments | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 43 | 41 |
Reportable Segments | Marketing and reservation fees | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 97 | 99 |
Reportable Segments | Deferred loyalty program revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 20 | 21 |
Reportable Segments | Management and other fees | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 2 | 3 |
Reportable Segments | License and other fees | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | 26 | 23 |
Reportable Segments | Hotel Franchising | ||
Disaggregation of Revenue [Line Items] | ||
Net Revenues | $ 305 | $ 313 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net income | $ 16 | $ 67 |
Basic weighted average shares outstanding (in shares) | 81.2 | 86.5 |
Stock Options and restricted stock units (RSUs) (in shares) | 0.6 | 0.6 |
Diluted weighted average shares outstanding (in shares) | 81.8 | 87.1 |
Earnings per share | ||
Basic (in usd per share) | $ 0.20 | $ 0.77 |
Diluted (in usd per share) | 0.19 | 0.77 |
Cash dividends declared per share (in usd per share) | $ 0.38 | $ 0.35 |
Aggregate dividends paid to stockholders | $ 32 | $ 31 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0.3 | 0.5 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 | 0.5 |
Earnings Per Share (Stock Repur
Earnings Per Share (Stock Repurchase Activity) (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Shares | |
Treasury stock, shares, beginning (in shares) | shares | 20.7 |
Treasury stock, acquired (in shares) | shares | 0.7 |
Treasury stock, shares, ending (in shares) | shares | 21.4 |
Cost | |
Treasury stock, cost, beginning | $ | $ 1,361 |
Treasury stock, cost, acquired | $ | 57 |
Treasury stock, cost, ending | $ | $ 1,418 |
Average Price Per Share | |
Treasury stock, average price per share, beginning (in usd per share) | $ / shares | $ 65.69 |
Treasury stock, average price per share, acquired (in usd per share) | $ / shares | 78.63 |
Treasury stock, average price per share, ending (in usd per share) | $ / shares | $ 66.12 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Earnings Per Share [Abstract] | |
Share repurchase, remaining availability | $ 387 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance as of January 1, | $ 60 | $ 64 |
Provision for doubtful accounts | 3 | 0 |
Bad debt write-offs | (1) | (1) |
Balance as of March 31, | $ 62 | $ 63 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Noncurrent, Credit Quality Indicator [Line Items] | ||
Impairment | $ 12 | $ 0 |
Franchising, Marketing and Re_2
Franchising, Marketing and Reservation Activities (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Net Revenues | $ (305) | $ (313) | |
Payments of development advance notes, net | (31) | (13) | |
Proceeds from Loans | 1 | 1 | |
Payments for Loans | (32) | (14) | |
Non Cash Development Advance Note | 3 | ||
Impairment | 12 | 0 | |
Development advance notes | |||
Disaggregation of Revenue [Line Items] | |||
Impairment | 10 | ||
Franchisees and hotel owners | |||
Disaggregation of Revenue [Line Items] | |||
Development advance notes | 246 | $ 228 | |
Forgiveness of note receivable | |||
Disaggregation of Revenue [Line Items] | |||
Net Revenues | 5 | 3 | |
Deferred initial franchise fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Net Revenues | $ (8) | $ (4) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income taxes paid, net | $ 2 | $ 4 |
Effective tax rate | 27.30% | 26.40% |
Long-Term Debt and Borrowing _3
Long-Term Debt and Borrowing Arrangements (Schedule of Company's Indebtedness) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Debt, Weighted Average Interest Rate | 4.95% | 4.77% |
Total long-term debt | $ 2,241 | $ 2,201 |
Less: Current portion of long-term debt | 37 | 37 |
Long-term debt | 2,204 | 2,164 |
Term Loan due 2030 | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 5 | $ 5 |
Finance leases | ||
Debt Instrument [Line Items] | ||
Debt, Weighted Average Interest Rate | 4.50% | 4.50% |
Finance lease liabilities, noncurrent | $ 38 | $ 39 |
$750 million revolving credit facility (due May 2023) | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | 3 | 3 |
Line of Credit | $750 million revolving credit facility (due May 2023) | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | 750 | |
Long-term debt | $ 208 | $ 160 |
Debt, Weighted Average Interest Rate | 7.18% | 7.30% |
Long-term Debt | $400 million term loan A (due April 2027) | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 400 | |
Long-term debt | $ 379 | $ 384 |
Debt, Weighted Average Interest Rate | 7.19% | 6.82% |
Long-term Debt | Term Loan due 2030 | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 1,100 | |
Long-term debt | $ 1,121 | $ 1,123 |
Debt, Weighted Average Interest Rate | 4.11% | 4.10% |
Senior Notes | Senior Unsecured Notes due August 2028 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 4.375% | |
Long-term debt | $ 495 | $ 495 |
Debt, Weighted Average Interest Rate | 4.38% | 4.38% |
Term loan and senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 15 | $ 16 |
Long-Term Debt and Borrowing _4
Long-Term Debt and Borrowing Arrangements (Schedule of Outstanding Debt Maturities) (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Within 1 year | $ 37 |
Between 1 and 2 years | 48 |
Between 2 and 3 years | 48 |
Between 3 and 4 years | 526 |
Between 4 and 5 years | 515 |
Thereafter | 1,067 |
Total | $ 2,241 |
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 | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Debt Instrument [Line Items] | |
Total capacity | $ 750 |
Amount borrowed | 208 |
Less: Letters of credit | 9 |
Available capacity | $ 533 |
Long-Term Debt and Borrowing _6
Long-Term Debt and Borrowing Arrangements (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Gain (loss) on interest rate cash flow hedge ineffectiveness | $ 0 | ||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months, net | 26,000,000 | ||
Interest expense, net | 28,000,000 | $ 22,000,000 | |
Interest paid | 34,000,000 | 29,000,000 | |
Interest Rate Cash Flow Hedge Asset at Fair Value | 26,000,000 | $ 13,000,000 | |
Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Total notional amount | $ 1,100,000,000 | ||
Debt instrument, hedged amount, percentage | 97% | ||
Interest rate cash flow hedge gain (loss) reclassified to earnings, net | $ 10,000,000 | $ 7,000,000 | |
Interest Rate Swap 1 | |||
Debt Instrument [Line Items] | |||
Total notional amount | $ 600,000,000 | ||
Fixed interest rate on interest rate swap | 3.37% | ||
Interest Rate Swap 1 | Minimum | |||
Debt Instrument [Line Items] | |||
Fixed interest rate on interest rate swap | 0.91% | ||
Interest Rate Swap 1 | Maximum | |||
Debt Instrument [Line Items] | |||
Fixed interest rate on interest rate swap | 3.84% | ||
Interest Rate Swap 2 | |||
Debt Instrument [Line Items] | |||
Total notional amount | $ 475,000,000 | ||
Interest Rate Swap 2 | Weighted Average | |||
Debt Instrument [Line Items] | |||
Fixed interest rate on interest rate swap | 1.69% | 1.86% | |
$750 million revolving credit facility (due May 2023) | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 3,000,000 | 3,000,000 | |
$750 million revolving credit facility (due May 2023) | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 208,000,000 | $ 160,000,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain (loss) on foreign currency derivatives recorded in earnings | $ 1 | $ (2) |
Translation Adjustment Functional to Reporting Currency, Increase (Decrease), Gross of Tax | 0 | $ (1) |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 2,241 | |
Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | $ 2,231 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Mar. 31, 2024 USD ($) lawsuit | Dec. 31, 2023 USD ($) |
Loss Contingencies [Line Items] | ||
Number of lawsuits | lawsuit | 35 | |
Litigation reserves | $ 4 | $ 7 |
Litigation receivable covered by insurance | 3 | 4 |
Accrued expenses and other current liabilities | 305 | $ 299 |
Maximum | ||
Loss Contingencies [Line Items] | ||
Range of possible loss, portion not accrued (up to) | $ 6 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) shares in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | May 14, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 10,000,000 | $ 9,000,000 | |
Restricted Stock Units (RSUs) [Member] | Key employees and senior officers | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Value of awards granted | 33,000,000 | ||
Performance Shares | Key employees and senior officers | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum value of awards authorized for grant | $ 18,000,000 | ||
Performance Shares | Key employees and senior officers | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target award percentage | 0% | ||
Performance Shares | Key employees and senior officers | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target award percentage | 200% | ||
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) | 4.3 | ||
Stock-based compensation | $ 10,000,000 | $ 9,000,000 |
Stock-Based Compensation (Incen
Stock-Based Compensation (Incentive Equity Awards Activity) (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
RSUs | |
Number of RSUs | |
Beginning balance (in shares) | shares | 1 |
Granted (in shares) | shares | 0.4 |
Vested/exercised (in shares) | shares | (0.4) |
Canceled (in shares) | shares | 0 |
Ending balance (in shares) | shares | 1 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 72.80 |
Granted (in dollars per share) | $ / shares | 76.55 |
Vested/exercised (in dollars per share) | $ / shares | 68.59 |
Canceled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 76.04 |
Weighted Average Exercise Price | |
Aggregate unrecognized compensation expense | $ | $ 72 |
Compensation expense not yet recognized, weighted average period | 3 years 8 months 12 days |
Performance Shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 0.5 |
Granted (in shares) | shares | 0.2 |
Vested/exercised (in shares) | shares | (0.1) |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | 0 |
Ending balance (in shares) | shares | 0.6 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 76.56 |
Granted (in dollars per share) | $ / shares | 76.55 |
Vested/exercised (in dollars per share) | $ / shares | 65.21 |
Canceled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 78.32 |
Weighted Average Exercise Price | |
Aggregate unrecognized compensation expense | $ | $ 37 |
Compensation expense not yet recognized, weighted average period | 2 years 3 months 18 days |
Performance Shares | Maximum | Key employees and senior officers | |
Weighted Average Exercise Price | |
Target award percentage | 200% |
Performance Shares | Minimum | Key employees and senior officers | |
Weighted Average Exercise Price | |
Target award percentage | 0% |
Options | |
Number of Options | |
Beginning balance (in shares) | shares | 1 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 1 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 55.89 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Canceled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 55.87 |
Unvested options outstanding | shares | 0 |
Options exercisable | shares | 1 |
Unvested options weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Exercisable options weighted average exercise price (in dollars per share) | $ / shares | $ 55.68 |
Weighted average remaining contractual term, outstanding | 2 years 4 months 24 days |
Weighted average remaining contractual term, exercisable | 2 years 4 months 24 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 22 |
Aggregate Intrinsic Value, Unvested | $ | 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 22 |
Segment Information (Summary of
Segment Information (Summary of Net Revenues and Adjusted EBITDA by Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net Revenues | $ 305 | $ 313 |
Adjusted EBITDA | 141 | 147 |
Reportable Segments | Hotel Franchising | ||
Segment Reporting Information [Line Items] | ||
Net Revenues | 305 | 313 |
Adjusted EBITDA | 158 | 164 |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
Net Revenues | 0 | 0 |
Adjusted EBITDA | $ (17) | $ (17) |
Segment Information (Reconcilia
Segment Information (Reconciliation of Net Income to Adjusted EBITDA) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net income | $ 16 | $ 67 |
Provision for income taxes | 6 | 24 |
Depreciation and amortization | 20 | 19 |
Interest expense, net | 28 | 22 |
Stock-based compensation | 10 | 9 |
Net Revenues | (305) | (313) |
Transaction-related | 41 | 0 |
Restructuring | 3 | 0 |
Separation-related | 0 | 2 |
Translation Adjustment Functional to Reporting Currency, Increase (Decrease), Gross of Tax | 0 | (1) |
Adjusted EBITDA | 141 | 147 |
Forgiveness of note receivable | ||
Segment Reporting Information [Line Items] | ||
Net Revenues | $ 5 | $ 3 |
Other Expenses and Charges - Na
Other Expenses and Charges - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Separation-related | $ 0 | $ (2) |
Payment of transaction-related costs | 4 | |
Transaction-related | 41 | 0 |
Restructuring | 3 | 0 |
Impairment | 12 | $ 0 |
Development advance notes | ||
Restructuring Cost and Reserve [Line Items] | ||
Impairment | $ 10 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance as of beginning of period, value | $ 746 | $ 962 |
Balance as of beginning of period | 19 | 38 |
Period change | (2) | 2 |
Period change | 10 | (8) |
Period change | 8 | (6) |
Balance as of end of period | 27 | 32 |
Balance as of end of period, value | 674 | 936 |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance as of beginning of period, value | 9 | (3) |
Balance as of end of period, value | 7 | (1) |
Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance as of beginning of period, value | 10 | 41 |
Balance as of end of period, value | $ 20 | $ 33 |