UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38432 Wyndham Hotels & Resorts, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 82-3356232 (State or Other Jurisdiction of ...

Wyndham Hotels & Resorts, Inc. (NYSE:WH) Q3 2023 Earnings Conference Call February 15, 2024 8:30 AM ET Company Participants Matt Capuzzi - SVP, IR Geoff Ballotti - CEO Michele Allen - CFO Conference Call Participants Joe Greff - JPMorgan David Katz - Jefferies Patrick Scholes - Truist Securities Michael Bellisario - Baird Dany Asad - Bank of America Ian Zaffino - Oppenheimer Meredith Jensen - HSBC Operator Good day and welcome to the Wyndham Hotels & Resorts Fourth Quarter and Full Year 2023 Earnings Confer ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38432 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdic ...

Wyndham Hotels & Resorts, Inc. (NYSE:WH) Q3 2023 Earnings Call Transcript October 26, 2023 8:30 AM ET Company Participants Matt Capuzzi - Senior Vice President of Investor Relations Stephen Holmes - Chairman Geoff Ballotti - Chief Executive Officer Michele Allen - Chief Financial Officer Conference Call Participants Joe Greff - JP Morgan David Katz - Jefferies Stephen Grambling - Morgan Stanley Dan Wasiolek - Morningstar Patrick Scholes - Truist Securities Brandt Montour - Barclays Michael Bellisario - Bair ...

| --- | --- | --- | --- | |------------------|-------|------------------------------------------------------------------|-----------------------------------------------------------| | | | | | | | | | WYNDHAM | | | | | HOTELS & RESORTS | | | | Wyndham Hotels & Resorts Rejects Choice Hotels Unsolicited Offer | | | October 26, 2023 | | | | | | | | Wyndham Grand Residences Costa del Sol Mijas Costa, Spain | Wyndham Hotels & Resorts Overview Largest hotel franchisor worldwide(a) Leading brands in the resilient s ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38432 Wyndham Hotels & Resorts, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction ...

WYNDHAM HOTELS & RESORTS Investor Presentation July 26, 2023 Ajul Luxury Hotel & Spa Resort, a Registry Collection Hotel Agia Paraskevi, Greece Opened June 2023 Introduction to Wyndham Hotels & Resorts Largest hotel franchisor by hotels worldwide Leading brands in the resilient select-service segment Asset-light business model generating significant free cash flow Primarily leisure-focused "drive to" portfolio of hotels | --- | --- | --- | --- | |---------------|-----------|-----------------------|--------- ...

Wyndham Hotels & Resorts, Inc. (NYSE:WH) Q2 2023 Earnings Conference Call July 27, 2023 8:30 AM ET Corporate Participants Matt Capuzzi - Senior Vice President of Investor Relations Geoff Ballotti - Chief Executive Officer Michele Allen - Chief Financial Officer Conference Call Participants Patrick Scholes - Truist Securities Joe Greff - JPMorgan David Katz - Jefferies Brandt Montour - Barclays Michael Bellisario - Baird Steve Pizzella - Deutsche Bank Operator Welcome to the Wyndham Hotels & Resorts Second Q ...

PART I FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited).](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited).) This section presents the unaudited interim financial statements for Q1 2023 and 2022, including auditor's review and detailed notes, highlighting a net income decrease and segment reporting change [Report of Independent Registered Public Accounting Firm](index=3&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditors, Deloitte & Touche LLP, reviewed the interim financial statements and are not aware of any material modifications needed for conformity with U.S. GAAP. They also referenced their unqualified opinion on the audited December 31, 2022 consolidated financial statements[9](index=9&type=chunk)[10](index=10&type=chunk) [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Condensed Consolidated Statements of Income (Q1 2023 vs Q1 2022) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net Revenues** | **$313 million** | **$371 million** | | Operating Income | $113 million | $160 million | | **Net Income** | **$67 million** | **$106 million** | | Diluted EPS | $0.77 | $1.14 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $150 million | $161 million | | **Total Assets** | **$4,084 million** | **$4,123 million** | | Long-term debt | $2,051 million | $2,057 million | | **Total Liabilities** | **$3,148 million** | **$3,161 million** | | **Total Stockholders' Equity** | **$936 million** | **$962 million** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Q1 2023 vs Q1 2022) | Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $93 million | $135 million | | Net cash (used in)/provided by investing activities | ($9 million) | $192 million | | Net cash used in financing activities | ($95 million) | ($82 million) | | **Net (decrease)/increase in cash** | **($11 million)** | **$245 million** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the financial statements. Key disclosures include a change in segment reporting where the Hotel Management business was aggregated into the Hotel Franchising segment in Q1 2023. The company's primary business is hotel franchising. Details on revenue recognition, debt structure, stock-based compensation, and legal contingencies are also provided. As of March 31, 2023, the company had $381 million remaining under its stock repurchase program and total long-term debt of $2.08 billion - In Q1 2023, the company changed its reportable segments. The remaining hotel management business no longer meets quantitative thresholds and has been aggregated into the Hotel Franchising segment on a prospective basis[30](index=30&type=chunk)[35](index=35&type=chunk)[78](index=78&type=chunk) - As of March 31, 2023, the company had **$381 million** of remaining availability under its stock repurchase program[41](index=41&type=chunk) Long-Term Debt Composition (as of March 31, 2023) | Debt Instrument | Amount Outstanding | | :--- | :--- | | $400 million term loan A (due 2027) | $399 million | | $1.6 billion term loan B (due 2025) | $1,141 million | | 4.375% senior unsecured notes (due 2028) | $494 million | | Finance leases | $43 million | | **Total Long-Term Debt** | **$2,077 million** | - The company has interest rate swaps hedging over **96%** of its **$1.1 billion** term loan B exposure as of March 31, 2023[54](index=54&type=chunk) - The company believes it has adequately accrued for legal matters with reserves of **$4 million** as of March 31, 2023, and estimates potential exposure could range up to approximately **$8 million** in excess of these accruals[69](index=69&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's Q1 2023 performance, highlighting a 9% global RevPAR increase, a 16% net revenue decrease due to business exits, and sufficient liquidity for capital deployment [Operating Statistics](index=22&type=section&id=Operating%20Statistics) Key Operating Statistics (Q1 2023 vs Q1 2022) | Metric | Q1 2023 | Q1 2022 | % Change | | :--- | :--- | :--- | :--- | | Total Rooms | 844,800 | 813,300 | 4% | | U.S. RevPAR | $43.84 | $42.11 | 4% | | International RevPAR | $27.99 | $21.95 | 28% | | **Global RevPAR** | **$37.20** | **$34.06** | **9%** | - Excluding currency effects, global RevPAR increased **12%** year-over-year, driven by a **4%** increase in the U.S. and a **37%** increase internationally. Approximately **two-thirds** of this growth was due to stronger pricing power[97](index=97&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) - Net revenues decreased by **$58 million (16%)** in Q1 2023 compared to Q1 2022. This was primarily driven by a **$67 million** reduction from exiting the select-service management business and selling owned hotels, and a **$21 million** decrease in cost-reimbursement revenues[98](index=98&type=chunk)[100](index=100&type=chunk) - Total expenses decreased by **$11 million (5%)**, mainly due to lower costs associated with the exited businesses, partially offset by the absence of a **$36 million** gain on an asset sale that occurred in Q1 2022[99](index=99&type=chunk)[100](index=100&type=chunk) Adjusted EBITDA Reconciliation (Q1 2023 vs Q1 2022) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net Income | $67 million | $106 million | | **Adjusted EBITDA** | **$147 million** | **$159 million** | - Hotel Franchising segment's Adjusted EBITDA increased by **$9 million (6%)** to **$164 million**, driven by higher royalties from RevPAR and rooms growth[103](index=103&type=chunk)[104](index=104&type=chunk) [Development](index=25&type=section&id=Development) - The global development pipeline grew **11%** year-over-year to approximately **1,800 hotels** and **226,000 rooms**. The U.S. pipeline grew **28%**[106](index=106&type=chunk) - The pipeline for the ECHO Suites Extended Stay by Wyndham brand has reached **205 contracts**, with over **25,000 rooms**[106](index=106&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=25&type=section&id=Financial%20Condition,%20Liquidity%20and%20Capital%20Resources) - As of March 31, 2023, the company's liquidity was approximately **$890 million**, which is considered sufficient to fund operating activities, capital expenditures, and growth needs[109](index=109&type=chunk) - The company was in compliance with all financial covenants as of March 31, 2023, with a first-lien leverage ratio of **2.2 times**, well below the maximum of **5.0 times**[110](index=110&type=chunk)[125](index=125&type=chunk) - Net cash from operating activities decreased by **$42 million** year-over-year, primarily due to unfavorable working capital timing and the impact from the sale of owned hotels and exit of the select-service management business[117](index=117&type=chunk) - Capital deployment priorities are investing in the business, maintaining a regular dividend, and returning excess cash to shareholders via stock repurchases[119](index=119&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company's principal market risks are interest rate and currency exchange rate fluctuations, managed through debt mix and hedging instruments, with potential impacts quantified - The company's primary market exposures are interest rate and currency exchange rate risks[133](index=133&type=chunk) - A hypothetical **10%** change in the effective interest rate on the **$444 million** of net variable-rate borrowings would result in a **$2 million** change to annual interest expense[134](index=134&type=chunk) - The company has exposure to foreign currency fluctuations, particularly the Canadian Dollar, Chinese Yuan, Euro, Brazilian Real, British Pound, and Argentine Peso. A hypothetical **10%** change in exchange rates would cause an approximate **$10 million** change in the fair value of outstanding forward contracts[136](index=136&type=chunk)[137](index=137&type=chunk) [Item 4. Controls and Procedures.](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2023, the principal executive and financial officers concluded that the company's disclosure controls and procedures were effective[141](index=141&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[141](index=141&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings.](index=30&type=section&id=Item%201.%20Legal%20Proceedings.) The company is involved in various legal proceedings in the ordinary course of business, none of which are expected to have a material adverse effect on its financial condition - The company is involved in various claims and legal proceedings, but management does not expect them to have a material adverse effect on its financial condition[143](index=143&type=chunk) [Item 1A. Risk Factors.](index=30&type=section&id=Item%201A.%20Risk%20Factors.) This section directs readers to the risk factors detailed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 - For a discussion of risk factors, the report refers to Item 1A of the company's Annual Report on Form 10-K for the year ended December 31, 2022[144](index=144&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details the company's Q1 2023 stock repurchase activity, including 790,165 shares bought for $55.3 million, with $381 million remaining for future repurchases Share Repurchases for Q1 2023 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | January | 51,303 | $71.69 | | February | 90,776 | $77.11 | | March | 648,086 | $68.84 | | **Total** | **790,165** | **$69.98** | - As of March 31, 2023, the company had approximately **$381 million** remaining under its publicly announced share repurchase plan[145](index=145&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reported no defaults upon senior securities - None[146](index=146&type=chunk) [Item 4. Mine Safety Disclosures.](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[147](index=147&type=chunk) [Item 5. Other Information.](index=30&type=section&id=Item%205.%20Other%20Information.) The company reported no other information for this item - None[148](index=148&type=chunk) [Item 6. Exhibits.](index=30&type=section&id=Item%206.%20Exhibits.) This section refers to the exhibit index, which lists all documents filed with the report, including certifications by the CEO and CFO, and various employment agreements - The report includes an exhibit index listing filed documents such as corporate governance documents, employment agreements, and Sarbanes-Oxley certifications[149](index=149&type=chunk)[156](index=156&type=chunk)

Financial Data and Key Metrics Changes - The company reported a 10% increase in adjusted EBITDA on a comparable basis, exceeding expectations [6][24] - Free cash flow generated was $84 million, with a conversion rate from adjusted EBITDA of approximately 57% [7][27] - Adjusted diluted EPS was $0.86, reflecting a 15% increase on a comparable basis [24][32] Business Line Data and Key Metrics Changes - Domestic RevPAR grew by 4% year-over-year, while international RevPAR saw a significant increase of 37% [6][24] - The company opened over 10,000 rooms globally, maintaining a retention rate of 95.3% [8][10] - The development pipeline grew by 11% year-over-year, reaching a record of 226,000 rooms [10][12] Market Data and Key Metrics Changes - U.S. unemployment is at its lowest level since the 1960s, with consumer savings at $1.6 trillion, driving increased travel spending [7][24] - International occupancy improved to 84% of 2019 levels, with notable growth in China [26][81] - Latin America experienced a 60% increase in RevPAR, leading the international growth [58] Company Strategy and Development Direction - The company is focusing on high-margin franchising, transitioning away from select service management [19][20] - There is a strong emphasis on the extended stay sector, with 205 ECHO Suites contracts awarded since launch [11][12] - The company aims to leverage infrastructure spending opportunities, estimating over $150 million in incremental royalties [14][13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the resilience of the business model, expecting continued growth despite potential economic challenges [32][70] - The company anticipates a strong summer travel season, with 93% of guests planning trips in the next six months [68][72] - The outlook for 2023 has been updated, projecting fee-related revenues of $1.38 billion to $1.41 billion [32][34] Other Important Information - The Wyndham Rewards Loyalty program was recognized as the best hotel loyalty program for the fifth consecutive year [15] - The company ended the quarter with approximately $900 million in total liquidity and a net leverage ratio of 3.0x [28][29] Q&A Session Summary Question: Financing for new construction and conversions - Management indicated that most new construction additions in 2023 already have financing in place, and the majority of conversions also have financing secured [39][40] Question: Share buyback strategy - The company plans to deploy over $200 million for share buybacks this year, with flexibility to leverage if stock is trading at a discount [46][47] Question: Competitive environment and development opportunities - Management noted no significant changes in the competitive landscape, with strong interest in economy and mid-scale brands [50][51] Question: International market recovery - The company reported strong growth in international RevPAR, particularly in Latin America and China, with occupancy levels improving [58][81] Question: ECHO brand potential - The ECHO brand is expected to contribute significantly, with plans for 300 new constructions in the first 10 years [90]