WYNDHAM HOTELS & RESORTS Investor Presentation July 26, 2022 HAWTHORN Introduction to Wyndham Hotels & Resorts Largest hotel franchisor by hotels worldwide Leading brands in the resilient select-service segment Asset-light business model with significant cash generation capabilities Primarily leisure-focused "drive to" portfolio of hotels | --- | --- | --- | --- | |---------------|------------------------|--------------------------------|-----------------------| | | | | | | ~9,000 Hotels | ~819,000 Current ...

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 March 31, 2022 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 and Resorts, Inc. (NYSE:WH) Q1 2022 Earnings Conference Call April 27, 2022 8:30 AM ET Company Participants Matt Capuzzi - SVP IR Geoff Ballotti - CEO Michele Allen - CFO Conference Call Participants David Katz - Jefferies LLC Joseph Greff - JPMorgan Securities LLC Dany Asad - Bank of America Merrill Lynch Stephen Grambling - Goldman Sachs Michael Bellisario - Robert W. Baird Daniel Adam - Loop Capital Markets Ian Zaffino - Oppenheimer & Co. Operator Welcome to the Wyndham Hotels & Resorts Fi ...

WYNDHAM WYNDHAM HOTELS & RESORTS Investor Presentation FEBRUARY 15, 2022 Wyndham Noblesville Noblesville, Indiana Introduction to Wyndham Hotels & Resorts Largest hotel franchisor by hotels worldwide Leading brands in the resilient select-service segment Asset-light business model with significant cash generation capabilities Primarily leisure-focused "drive to" portfolio of hotels | --- | --- | --- | --- | |---------|---------------|-----------------------|-----------------------| | | | | | | 9,000 | 810,1 ...

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, 2021 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 and Resorts, Inc. (NYSE:WH) Q4 2021 Earnings Conference Call February 16, 2022 8:30 AM ET Company Participants Matt Capuzzi - SVP IR Geoff Ballotti - CEO Michele Allen - CFO Conference Call Participants Joseph Greff - JPMorgan David Katz - Jefferies Dany Asad - Bank of America Stephen Grambling - Goldman Sachs Patrick Scholes - Truist Securities Ian Zaffino - Oppenheimer Daniel Adam - Loop Capital Markets Michael Bellisario - Robert W. Baird Operator Welcome to the Wyndham Hotels & Resort ...

Wyndham Hotels and Resorts, Inc. (NYSE:WH) Q3 2021 Earnings Conference Call October 28, 2021 8:30 AM ET Company Participants Matt Capuzzi - IR Geoff Ballotti - CEO Michele Allen - CFO Conference Call Participants Stephen Grambling - Goldman Sachs Dany Asad - Bank of America Joe Greff - JPMorgan David Katz - Jefferies Michael Bellisario - Baird Patrick Scholes - Truist Alton Stump - Loop Capital Ian Zaffino - Oppenheimer Dan Wasiolek - Morningstar Operator Welcome to the Wyndham Hotels and Resorts Third Quar ...

[PART I — FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This part presents the unaudited interim financial statements and management's discussion and analysis of the company's performance [Item 1. Condensed Consolidated Financial Statements (Unaudited).](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited).) This section presents the unaudited condensed consolidated financial statements for the periods ended September 30, 2021, and 2020 [Report of Independent Registered Public Accounting Firm](index=4&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) This report confirms the review of the interim financial statements by the independent registered public accounting firm - Deloitte & Touche LLP reviewed the interim financial statements for the three-month and nine-month periods ended September 30, 2021 and 2020, and found **no material modifications needed** for conformity with U.S. GAAP[10](index=10&type=chunk) [Condensed Consolidated Statements of Income/(Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%2F(Loss)) This section details the company's revenues, expenses, and net income for the three and nine-month periods Condensed Consolidated Statements of Income/(Loss) (Three Months Ended September 30) | Metric | 2021 (Millions) | 2020 (Millions) | |---|---|---| | Net revenues | $463 | $337 | | Operating income/(loss) | $161 | $71 | | Income/(loss) before income taxes | $139 | $42 | | Net income/(loss) | $103 | $27 | | Basic EPS | $1.10 | $0.29 | | Diluted EPS | $1.09 | $0.29 | Condensed Consolidated Statements of Income/(Loss) (Nine Months Ended September 30) | Metric | 2021 (Millions) | 2020 (Millions) | |---|---|---| | Net revenues | $1,173 | $1,004 | | Operating income/(loss) | $358 | $(67) | | Income/(loss) before income taxes | $267 | $(150) | | Net income/(loss) | $195 | $(125) | | Basic EPS | $2.09 | $(1.34) | | Diluted EPS | $2.08 | $(1.34) | [Condensed Consolidated Statements of Comprehensive Income/(Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%2F(Loss)) This statement reports the change in equity from net income and other comprehensive income items Condensed Consolidated Statements of Comprehensive Income/(Loss) (Three Months Ended September 30) | Metric | 2021 (Millions) | 2020 (Millions) | |---|---|---| | Net income/(loss) | $103 | $27 | | Other comprehensive income/(loss), net of tax | $3 | $5 | | Comprehensive income/(loss) | $106 | $32 | Condensed Consolidated Statements of Comprehensive Income/(Loss) (Nine Months Ended September 30) | Metric | 2021 (Millions) | 2020 (Millions) | |---|---|---| | Net income/(loss) | $195 | $(125) | | Other comprehensive income/(loss), net of tax | $22 | $(35) | | Comprehensive income/(loss) | $217 | $(160) | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement presents the company's assets, liabilities, and stockholders' equity as of the reporting dates Condensed Consolidated Balance Sheets (As of September 30, 2021 and December 31, 2020) | Metric | Sep 30, 2021 (Millions) | Dec 31, 2020 (Millions) | |---|---|---| | Total assets | $4,310 | $4,644 | | Total liabilities | $3,187 | $3,681 | | Total stockholders' equity | $1,123 | $963 | | Cash and cash equivalents | $193 | $493 | | Long-term debt | $2,067 | $2,576 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Nine Months Ended September 30) | Metric | 2021 (Millions) | 2020 (Millions) | |---|---|---| | Net cash provided by operating activities | $327 | $57 | | Net cash used in investing activities | $(21) | $(24) | | Net cash (used in)/provided by financing activities | $(606) | $609 | | Net (decrease)/increase in cash, cash equivalents and restricted cash | $(300) | $641 | | Cash, cash equivalents and restricted cash, end of period | $193 | $735 | [Condensed Consolidated Statements of Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) This statement details the changes in the company's equity accounts over the reporting period Total Stockholders' Equity (As of September 30, 2021 and 2020) | Metric | Sep 30, 2021 (Millions) | Sep 30, 2020 (Millions) | |---|---|---| | Total Equity | $1,123 | $963 | | Retained Earnings/(Accumulated Deficit) | $61 | $(66) | | Treasury Stock | $(436) | $(408) | | Additional Paid-in Capital | $1,527 | $1,498 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplemental information regarding the company's financial statements [1. BASIS OF PRESENTATION](index=10&type=section&id=1.%20BASIS%20OF%20PRESENTATION) - Wyndham Hotels & Resorts, Inc. is a global hotel franchisor, licensing brands in nearly 95 countries, with financial statements prepared in accordance with U.S. GAAP[30](index=30&type=chunk)[31](index=31&type=chunk) - The company operates in two segments: **Hotel Franchising** (licensing brands and providing services) and **Hotel Management** (providing management services)[33](index=33&type=chunk)[34](index=34&type=chunk) [2. NEW ACCOUNTING PRONOUNCEMENTS](index=10&type=section&id=2.%20NEW%20ACCOUNTING%20PRONOUNCEMENTS) - The company adopted new FASB guidance on simplifying income tax accounting (ASU 2016-13) on January 1, 2021, with **no material impact** on its financial statements[33](index=33&type=chunk) [3. REVENUE RECOGNITION](index=11&type=section&id=3.%20REVENUE%20RECOGNITION) - Deferred initial franchise fees are recognized over approximately 12 years, while deferred loyalty revenues are recognized based on redemption patterns, with a **$16 million cumulative adjustment** increasing loyalty revenues in Q2 2020[35](index=35&type=chunk)[36](index=36&type=chunk) Deferred Revenues | Type | Sep 30, 2021 (Millions) | Dec 31, 2020 (Millions) | |---|---|---| | Deferred initial franchise fee revenues | $146 | $136 | | Deferred loyalty program revenues | $78 | $75 | | Deferred other revenues | $19 | $18 | | Total | $243 | $229 | Disaggregation of Net Revenues by Segment (Three Months Ended September 30) | Segment | 2021 (Millions) | 2020 (Millions) | |---|---|---| | Hotel Franchising | $337 | $236 | | Hotel Management | $126 | $101 | | Net revenues | $463 | $337 | Disaggregation of Net Revenues by Segment (Nine Months Ended September 30) | Segment | 2021 (Millions) | 2020 (Millions) | |---|---|---| | Hotel Franchising | $829 | $661 | | Hotel Management | $344 | $343 | | Net revenues | $1,173 | $1,004 | [4. EARNINGS PER SHARE](index=13&type=section&id=4.%20EARNINGS%20PER%20SHARE) - As of September 30, 2021, the Company had **$164 million remaining** under its stock repurchase program[44](index=44&type=chunk) Earnings Per Share (Three Months Ended September 30) | Metric | 2021 | 2020 | |---|---|---| | Net income/(loss) (Millions) | $103 | $27 | | Basic weighted average shares outstanding (Millions) | 93.6 | 93.3 | | Diluted weighted average shares outstanding (Millions) | 94.1 | 93.4 | | Basic EPS | $1.10 | $0.29 | | Diluted EPS | $1.09 | $0.29 | | Cash dividends declared per share | $0.24 | $0.08 | | Aggregate dividends paid to shareholders (Millions) | $23 | $7 | Earnings Per Share (Nine Months Ended September 30) | Metric | 2021 | 2020 | |---|---|---| | Net income/(loss) (Millions) | $195 | $(125) | | Basic weighted average shares outstanding (Millions) | 93.5 | 93.4 | | Diluted weighted average shares outstanding (Millions) | 93.9 | 93.4 | | Basic EPS | $2.09 | $(1.34) | | Diluted EPS | $2.08 | $(1.34) | | Cash dividends declared per share | $0.56 | $0.48 | | Aggregate dividends paid to shareholders (Millions) | $53 | $45 | Stock Repurchase Activity (Nine Months Ended September 30, 2021) | Metric | Shares (Millions) | Cost (Millions) | Average Price Per Share | |---|---|---|---| | As of December 31, 2020 | 7.7 | $408 | $53.43 | | For the nine months ended Sep 30, 2021 | 0.4 | $27 | $73.13 | | As of September 30, 2021 | 8.0 | $436 | $54.35 | [5. ACCOUNTS RECEIVABLE](index=13&type=section&id=5.%20ACCOUNTS%20RECEIVABLE) Allowance for Doubtful Accounts on Trade Accounts Receivables (Nine Months Ended September 30) | Metric | 2021 (Millions) | 2020 (Millions) | |---|---|---| | Balance as of January 1 | $72 | $47 | | Cumulative effect of change in accounting standard | $0 | $12 | | Provision for doubtful accounts | $15 | $32 | | Bad debt write-offs | $(8) | $(17) | | Balance as of September 30 | $79 | $74 | [6. LONG-LIVED ASSETS](index=14&type=section&id=6.%20LONG-LIVED%20ASSETS) - Property and equipment, net, decreased from **$278 million** at December 31, 2020, to **$259 million** at September 30, 2021, with no impairment in 2021 due to travel demand recovery[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - Goodwill for hotel franchising and management units was **not impaired** in the nine months ended September 30, 2021, though a **$14 million charge** fully wrote down goodwill for the owned hotel unit in Q2 2020[51](index=51&type=chunk)[52](index=52&type=chunk) - In Q2 2020, the company recorded **$191 million in impairment charges** for certain trademarks (including La Quinta) due to COVID-19, with no further impairment events indicated in 2021[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) Intangible Assets (As of September 30, 2021 and December 31, 2020) | Asset Type | Sep 30, 2021 Net Carrying Amount (Millions) | Dec 31, 2020 Net Carrying Amount (Millions) | |---|---|---| | Goodwill | $1,525 | $1,525 | | Trademarks (unamortized) | $1,201 | $1,202 | | Franchise agreements | $388 | $408 | | Management agreements | $96 | $103 | | Other (amortized) | $0 | $1 | | Total Amortized Intangible Assets | $485 | $513 | [7. FRANCHISING, MARKETING AND RESERVATION ACTIVITIES](index=15&type=section&id=7.%20FRANCHISING%2C%20MARKETING%20AND%20RESERVATION%20ACTIVITIES) - Net payments of development advance notes to franchisees were **$25 million** for the nine months ended September 30, 2021, compared to **$11 million** in 2020[60](index=60&type=chunk)[62](index=62&type=chunk) Initial Franchise Fees (Millions) | Period | 2021 | 2020 | |---|---|---| | Three Months Ended Sep 30 | $4 | $5 | | Nine Months Ended Sep 30 | $11 | $13 | [8. INCOME TAXES](index=16&type=section&id=8.%20INCOME%20TAXES) - The effective tax rate decrease for Q3 2021 was due to the prior-year impact of COVID-19 on the mix of earnings, while the nine-month change related to **non-deductible goodwill impairment charges** in 2020[65](index=65&type=chunk)[66](index=66&type=chunk) - The company made net cash income tax payments of **$49 million** for the nine months ended September 30, 2021, compared to receiving net refunds of **$17 million** in the prior-year period[64](index=64&type=chunk) - La Quinta Holdings, Inc. (LQ) is under IRS audit for tax years 2010-2016, with CorePoint Lodging, Inc. indemnifying the Company for any obligations from 2010-2013[67](index=67&type=chunk)[68](index=68&type=chunk) Effective Tax Rates | Period | 2021 | 2020 | |---|---|---| | Three Months Ended Sep 30 | 25.9% (provision) | 35.7% (provision) | | Nine Months Ended Sep 30 | 27.0% (provision) | 16.7% (benefit) | [9. LONG-TERM DEBT AND BORROWING ARRANGEMENTS](index=17&type=section&id=9.%20LONG-TERM%20DEBT%20AND%20BORROWING%20ARRANGEMENTS) - On April 15, 2021, the company redeemed all **$500 million** of its 5.375% senior unsecured notes due 2026, incurring an **$18 million charge** for early extinguishment of debt[72](index=72&type=chunk) - As of September 30, 2021, the company had **$735 million in available capacity** under its $750 million revolving credit facility[71](index=71&type=chunk) - The company hedges **$1.1 billion** of its term loan interest rate exposure using interest rate swaps, with an aggregate fair value liability of **$42 million** as of September 30, 2021[74](index=74&type=chunk) Company Indebtedness (Millions) | Debt Type | Sep 30, 2021 Amount | Dec 31, 2020 Amount | |---|---|---| | Term loan (due May 2025) | $1,544 | $1,554 | | 5.375% senior unsecured notes (due April 2026) | $0 | $496 | | 4.375% senior unsecured notes (due August 2028) | $492 | $492 | | Finance leases | $52 | $55 | | Total long-term debt | $2,088 | $2,597 | | Less: Current portion | $21 | $21 | | Long-term debt (net) | $2,067 | $2,576 | Net Interest Expense (Millions) | Period | 2021 | 2020 | |---|---|---| | Three Months Ended Sep 30 | $22 | $29 | | Nine Months Ended Sep 30 | $73 | $83 | [10. FAIR VALUE](index=18&type=section&id=10.%20FAIR%20VALUE) - The company uses cash flow hedges and foreign currency forward contracts to manage market risks, **not for speculative purposes**[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) - The company accounts for Argentina as a highly inflationary economy, with foreign currency exchange losses of **$1 million** for the nine months ended September 30, 2021[85](index=85&type=chunk) Fair Value of Debt (September 30, 2021) | Metric | Carrying Amount (Millions) | Estimated Fair Value (Millions) | |---|---|---| | Debt | $2,088 | $2,116 | [11. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=11.%20COMMITMENTS%20AND%20CONTINGENCIES) - The company faces legal proceedings, including claims related to sex trafficking, with accruals of **$5 million** and potential excess exposure up to **$11 million**[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - As of September 30, 2021, the company had **no hotel-management guarantee contracts**, having terminated its last one on June 30, 2020, due to COVID-19[91](index=91&type=chunk)[92](index=92&type=chunk) - The company assumed one-third of certain contingent and corporate liabilities from its former Parent, totaling **$18 million** as of September 30, 2021[93](index=93&type=chunk)[116](index=116&type=chunk) [12. STOCK-BASED COMPENSATION](index=21&type=section&id=12.%20STOCK-BASED%20COMPENSATION) - As of September 30, 2021, **5.3 million shares** remained available under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan[94](index=94&type=chunk) Incentive Equity Awards Activity (Nine Months Ended September 30, 2021) | Award Type | Balance Dec 31, 2020 (Millions) | Granted (Millions) | Vested (Millions) | Canceled (Millions) | Balance Sep 30, 2021 (Millions) | |---|---|---|---|---|---| | RSUs | 0.9 | 0.7 | (0.3) | (0.1) | 1.2 | | PSUs | 0.2 | 0.1 | 0 | 0 | 0.3 | Stock Options Activity (Nine Months Ended September 30, 2021) | Metric | Number of Options (Millions) | Weighted Average Exercise Price | |---|---|---| | Outstanding as of Dec 31, 2020 | 1.4 | $55.57 | | Granted | 0.1 | $65.21 | | Exercised | (0.1) | $55.99 | | Canceled | (0.1) | $55.26 | | Outstanding as of Sep 30, 2021 | 1.3 | $56.12 | | Unvested as of Sep 30, 2021 | 0.7 | $55.47 | | Exercisable as of Sep 30, 2021 | 0.6 | $56.85 | Stock-Based Compensation Expense (Millions) | Period | 2021 | 2020 | |---|---|---| | Three Months Ended Sep 30 | $7 | $5 | | Nine Months Ended Sep 30 | $20 | $15 | [13. SEGMENT INFORMATION](index=22&type=section&id=13.%20SEGMENT%20INFORMATION) - The company evaluates segments based on net revenues and Adjusted EBITDA, with the definition of **Adjusted EBITDA modified** in Q1 2021 to exclude development advance notes amortization[102](index=102&type=chunk)[126](index=126&type=chunk) Adjusted EBITDA by Segment (Three Months Ended September 30) | Segment | 2021 Net Revenues (Millions) | 2021 Adjusted EBITDA (Millions) | 2020 Net Revenues (Millions) | 2020 Adjusted EBITDA (Millions) | |---|---|---|---|---| | Hotel Franchising | $337 | $193 | $236 | $119 | | Hotel Management | $126 | $16 | $101 | $2 | | Corporate and Other | $0 | $(15) | $0 | $(18) | | Total Company | $463 | $194 | $337 | $103 | Adjusted EBITDA by Segment (Nine Months Ended September 30) | Segment | 2021 Net Revenues (Millions) | 2021 Adjusted EBITDA (Millions) | 2020 Net Revenues (Millions) | 2020 Adjusted EBITDA (Millions) | |---|---|---|---|---| | Hotel Franchising | $829 | $464 | $661 | $315 | | Hotel Management | $344 | $38 | $343 | $14 | | Corporate and Other | $0 | $(43) | $0 | $(51) | | Total Company | $1,173 | $459 | $1,004 | $278 | [14. OTHER EXPENSES AND CHARGES](index=23&type=section&id=14.%20OTHER%20EXPENSES%20AND%20CHARGES) - Separation-related expenses from the spin-off were **$3 million** for the nine months ended September 30, 2021, compared to **$1 million** in 2020[107](index=107&type=chunk) - The company incurred **$29 million in restructuring charges** during the nine months ended September 30, 2020, primarily due to COVID-19 responses, with no such charges in 2021[110](index=110&type=chunk) - Impairment charges of **$205 million** were recorded in Q2 2020 due to COVID-19 impacts, with no impairment charges incurred in 2021[111](index=111&type=chunk) - Transaction-related expenses for the La Quinta acquisition integration were **$13 million** for the nine months ended September 30, 2020, with no such expenses in 2021[112](index=112&type=chunk) [15. TRANSACTIONS WITH FORMER PARENT](index=26&type=section&id=15.%20TRANSACTIONS%20WITH%20FORMER%20PARENT) - The company assumed **$18 million** in contingent and corporate liabilities from its former Parent as of September 30, 2021, related to the spin-off[116](index=116&type=chunk) - A settlement for post-closing adjustments related to the European Vacation Rentals business sale is **immaterial** to the company[117](index=117&type=chunk) Revenues from Former Parent (Millions) | Source | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | |---|---|---|---|---| | License, development, non-competition agreement | $16 | $16 | $49 | $49 | | Wyndham Rewards program | $3 | $3 | $7 | $10 | | Former affiliate license fees | $1 | $2 | $4 | $4 | [16. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)](index=27&type=section&id=16.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME%2F(LOSS)) Components of Accumulated Other Comprehensive Income/(Loss) (Millions) | Metric | Dec 31, 2020 | Mar 31, 2021 | Jun 30, 2021 | Sep 30, 2021 | |---|---|---|---|---| | Foreign Currency Translation Adjustments | $2 | $2 | $3 | $2 | | Cash Flow Hedges | $(54) | $(40) | $(36) | $(32) | | Total AOCI | $(52) | $(38) | $(33) | $(30) | Components of Accumulated Other Comprehensive Income/(Loss) (Millions) | Metric | Dec 31, 2019 | Mar 31, 2020 | Jun 30, 2020 | Sep 30, 2020 | |---|---|---|---|---| | Foreign Currency Translation Adjustments | $(1) | $(4) | $(3) | $(2) | | Cash Flow Hedges | $(26) | $(62) | $(64) | $(60) | | Total AOCI | $(27) | $(66) | $(67) | $(62) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides management's perspective on financial performance, operating results, liquidity, and critical accounting policies [Forward-Looking Statements](index=27&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements regarding business performance and financial results, which are subject to risks - The report contains forward-looking statements regarding strategy, business performance, financial results, liquidity, capital resources, share repurchases, and dividends, which are subject to known and unknown risks and uncertainties[120](index=120&type=chunk) - Key risk factors include general economic conditions, the **ongoing impact of COVID-19**, financial market performance, operating risks, and relationships with franchisees[121](index=121&type=chunk) [BUSINESS AND OVERVIEW](index=28&type=section&id=BUSINESS%20AND%20OVERVIEW) This section provides an overview of the company's business model and revenue generation streams - Wyndham Hotels & Resorts is a leading global hotel franchisor, licensing brands in nearly 95 countries and operating in **Hotel Franchising** and **Hotel Management** segments[125](index=125&type=chunk)[128](index=128&type=chunk) - Revenues are generated from royalties, franchise fees, management fees, and licensing, as well as marketing, reservation, loyalty, and cost reimbursement fees[127](index=127&type=chunk) [RESULTS OF OPERATIONS](index=28&type=section&id=RESULTS%20OF%20OPERATIONS) The company's results show significant recovery driven by increased travel demand, with substantial growth in revenues and operating income [COVID-19 Impact](index=28&type=section&id=COVID-19) - The company's business model, with **~70% leisure bookings** and **~90% U.S. domestic business**, mitigated the impact of COVID-19, with U.S. RevPAR exceeding 2019 levels in Q3 2021[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - International recovery trails the U.S., but international RevPAR recovered to **75% of pre-pandemic levels** in Q3 2021, up from 56% in Q2[131](index=131&type=chunk) - The company does not anticipate further material impact from the pandemic but acknowledges potential negative impacts if the virus resurges[132](index=132&type=chunk) [OPERATING STATISTICS](index=30&type=section&id=OPERATING%20STATISTICS) - Global RevPAR increased **57%** for the three months ended September 30, 2021, with U.S. RevPAR exceeding 2019 levels by **7%**[137](index=137&type=chunk) Rooms (As of September 30) | Region | 2021 | 2020 | % Change | |---|---|---|---| | United States | 486,800 | 497,700 | (2%) | | International | 315,800 | 306,300 | 3% | | Total rooms | 802,600 | 804,000 | 0% | RevPAR (Three Months Ended September 30) | Region | 2021 | 2020 | % Change | |---|---|---|---| | United States | $57.73 | $36.31 | 59% | | International | $27.15 | $17.72 | 53% | | Global RevPAR | $45.80 | $29.23 | 57% | RevPAR (Nine Months Ended September 30) | Region | 2021 | 2020 | % Change | |---|---|---|---| | United States | $45.64 | $30.99 | 47% | | International | $20.66 | $14.69 | 41% | | Global RevPAR | $35.94 | $24.73 | 45% | [THREE MONTHS ENDED SEPTEMBER 30, 2021 VS. THREE MONTHS ENDED SEPTEMBER 30, 2020](index=32&type=section&id=THREE%20MONTHS%20ENDED%20SEPTEMBER%2030%2C%202021%20VS.%20THREE%20MONTHS%20ENDED%20SEPTEMBER%2030%2C%202020) - Net revenues increased **37%** due to higher fees across all categories, driven by travel demand recovery[138](index=138&type=chunk)[139](index=139&type=chunk) - Total expenses increased **14%** due to higher marketing, reservation, loyalty, and operating expenses associated with travel demand recovery[138](index=138&type=chunk)[139](index=139&type=chunk) - Net income increased **281% to $103 million**, and Adjusted EBITDA increased **88% to $194 million**, reflecting strong recovery[140](index=140&type=chunk)[141](index=141&type=chunk) Consolidated Financial Performance (Three Months Ended September 30) | Metric | 2021 (Millions) | 2020 (Millions) | Change (Millions) | % Change | |---|---|---|---|---| | Net revenues | $463 | $337 | $126 | 37% | | Total expenses | $302 | $266 | $36 | 14% | | Operating income | $161 | $71 | $90 | 127% | | Interest expense, net | $22 | $29 | $(7) | (24%) | | Income before income taxes | $139 | $42 | $97 | 231% | | Net income | $103 | $27 | $76 | 281% | [Hotel Franchising](index=33&type=section&id=Hotel%20Franchising%20(Three%20Months)) - Net revenues increased **43% ($101 million)** driven by higher royalty, franchise, marketing, reservation and loyalty revenues, reflecting a global RevPAR increase of **55%**[143](index=143&type=chunk)[144](index=144&type=chunk) - Adjusted EBITDA increased **62% ($74 million)** due to higher fees and a **$29 million timing benefit** from marketing, reservation, and loyalty funds[143](index=143&type=chunk) Hotel Franchising Performance (Three Months Ended September 30) | Metric | 2021 | 2020 | % Change | |---|---|---|---| | Total rooms | 758,600 | 748,200 | 1% | | Global RevPAR | $44.67 | $28.83 | 55% | | Net Revenues (Millions) | $337 | $236 | 43% | | Adjusted EBITDA (Millions) | $193 | $119 | 62% | [Hotel Management](index=34&type=section&id=Hotel%20Management%20(Three%20Months)) - Rooms declined **21%** due to CorePoint Lodging asset sales, while Global RevPAR increased **88%** due to a **100% increase** in U.S. RevPAR[145](index=145&type=chunk)[146](index=146&type=chunk) - Net revenues increased **25% ($25 million)** driven by higher owned hotel revenues, cost-reimbursement revenues, and management fees[146](index=146&type=chunk)[149](index=149&type=chunk) - Adjusted EBITDA increased **$14 million**, partially offset by **$7 million** higher volume-related expenses at owned hotels[146](index=146&type=chunk) Hotel Management Performance (Three Months Ended September 30) | Metric | 2021 | 2020 | % Change | |---|---|---|---| | Total rooms | 44,000 | 55,800 | (21%) | | Global RevPAR | $64.63 | $34.34 | 88% | | Net Revenues (Millions) | $126 | $101 | 25% | | Adjusted EBITDA (Millions) | $16 | $2 | 700% | [Corporate and Other](index=34&type=section&id=Corporate%20and%20Other%20(Three%20Months)) - Adjusted EBITDA was favorable by **$3 million** compared to the prior-year period, primarily due to lower general and administrative expenses[147](index=147&type=chunk) [NINE MONTHS ENDED SEPTEMBER 30, 2021 VS. NINE MONTHS ENDED SEPTEMBER 30, 2020](index=34&type=section&id=NINE%20MONTHS%20ENDED%20SEPTEMBER%2030%2C%202021%20VS.%20NINE%20MONTHS%20ENDED%20SEPTEMBER%2030%2C%202020) - Net revenues increased **17% ($169 million)** driven by higher royalty, franchise, marketing, and management fees[149](index=149&type=chunk)[151](index=151&type=chunk) - Total expenses decreased **24% ($256 million)** primarily due to a **$206 million decrease in impairment charges** and lower restructuring and transaction-related expenses[151](index=151&type=chunk)[154](index=154&type=chunk) - Net income increased **$320 million to $195 million** (from a loss of $125 million), and Adjusted EBITDA increased **65% to $459 million**, reflecting a strong turnaround[153](index=153&type=chunk)[154](index=154&type=chunk) Consolidated Financial Performance (Nine Months Ended September 30) | Metric | 2021 (Millions) | 2020 (Millions) | Change (Millions) | % Change | |---|---|---|---|---| | Net revenues | $1,173 | $1,004 | $169 | 17% | | Total expenses | $815 | $1,071 | $(256) | (24%) | | Operating income/(loss) | $358 | $(67) | $425 | n/a | | Interest expense, net | $73 | $83 | $(10) | (12%) | | Early extinguishment of debt | $18 | $0 | $18 | n/a | | Income/(loss) before income taxes | $267 | $(150) | $417 | n/a | | Net income/(loss) | $195 | $(125) | $320 | n/a | [Hotel Franchising](index=38&type=section&id=Hotel%20Franchising%20(Nine%20Months)) - Net revenues increased **25% ($168 million)** driven by higher fees across all categories, reflecting a **46% increase** in global RevPAR[156](index=156&type=chunk)[160](index=160&type=chunk) - Adjusted EBITDA increased **47% ($149 million)** due to higher fees and a **$54 million timing benefit** from marketing, reservation, and loyalty funds[156](index=156&type=chunk) Hotel Franchising Performance (Nine Months Ended September 30) | Metric | 2021 | 2020 | % Change | |---|---|---|---| | Total rooms | 758,600 | 748,200 | 1% | | Global RevPAR | $34.88 | $23.92 | 46% | | Net Revenues (Millions) | $829 | $661 | 25% | | Adjusted EBITDA (Millions) | $464 | $315 | 47% | [Hotel Management](index=38&type=section&id=Hotel%20Management%20(Nine%20Months)) - Global RevPAR increased **50%**, and net revenues increased **$1 million**, driven by higher owned hotel revenues offset by lower cost-reimbursement revenues[158](index=158&type=chunk)[161](index=161&type=chunk) - Adjusted EBITDA increased **171% ($24 million)** due to higher owned hotel revenues, partially offset by higher volume-related expenses[158](index=158&type=chunk) Hotel Management Performance (Nine Months Ended September 30) | Metric | 2021 | 2020 | % Change | |---|---|---|---| | Total rooms | 44,000 | 55,800 | (21%) | | Global RevPAR | $52.67 | $35.20 | 50% | | Net Revenues (Millions) | $344 | $343 | 0% | | Adjusted EBITDA (Millions) | $38 | $14 | 171% | [Corporate and Other](index=38&type=section&id=Corporate%20and%20Other%20(Nine%20Months)) - Adjusted EBITDA was favorable by **$8 million** compared to the prior-year period, primarily due to lower general and administrative costs[159](index=159&type=chunk) [DEVELOPMENT](index=38&type=section&id=DEVELOPMENT) This section outlines the company's hotel development pipeline and contract activity - The company awarded **151 new contracts** in Q3 2021, and the global development pipeline consists of over **1,450 hotels** and approximately **193,000 rooms**[160](index=160&type=chunk) - Approximately **65%** of the development pipeline is international, and **76%** is new construction[160](index=160&type=chunk) [FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES](index=40&type=section&id=FINANCIAL%20CONDITION%2C%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company's financial condition improved with strong liquidity and a return to pre-pandemic capital deployment strategies [Financial condition](index=40&type=section&id=Financial%20condition) - Total assets decreased **$334 million** and total liabilities decreased **$494 million**, primarily due to senior notes redemption, while total equity increased **$160 million** from net income[163](index=163&type=chunk) Financial Condition Overview (Millions) | Metric | Sep 30, 2021 | Dec 31, 2020 | Change | |---|---|---|---| | Total assets | $4,310 | $4,644 | $(334) | | Total liabilities | $3,187 | $3,681 | $(494) | | Total stockholders' equity | $1,123 | $963 | $160 | [Liquidity and capital resources](index=40&type=section&id=Liquidity%20and%20capital%20resources) - As of September 30, 2021, liquidity was approximately **$930 million**, which is considered sufficient to fund operations and growth[165](index=165&type=chunk)[171](index=171&type=chunk) - In 2021, the company increased dividends, redeemed **$500 million** of senior notes, and resumed its share repurchase program[165](index=165&type=chunk)[166](index=166&type=chunk) - The company's credit rating increased from **BB to BB+** from Standard and Poor's Rating Agency[170](index=170&type=chunk) [CASH FLOW](index=41&type=section&id=CASH%20FLOW) - Net cash from operating activities increased **$270 million** due to travel demand recovery, while financing activities shifted to a **$606 million outflow** reflecting debt repayment[172](index=172&type=chunk)[174](index=174&type=chunk) Cash Flow Summary (Nine Months Ended September 30) | Activity | 2021 (Millions) | 2020 (Millions) | Change (Millions) | |---|---|---|---| | Operating activities | $327 | $57 | $270 | | Investing activities | $(21) | $(24) | $3 | | Financing activities | $(606) | $609 | $(1,215) | | Net change in cash | $(300) | $641 | $(941) | [Capital deployment](index=42&type=section&id=Capital%20deployment) - The company prioritizes investing in the business, maintaining regular dividend payments, and using excess cash for stock repurchases[175](index=175&type=chunk) - Capital expenditures were **$23 million** for the nine months ended September 30, 2021, with an anticipated full-year spend of **$40 million**[176](index=176&type=chunk) [Stock repurchase program](index=42&type=section&id=Stock%20repurchase%20program) - The company resumed its share repurchase program in August 2021, repurchasing **0.4 million shares for $27 million** in Q3 2021, with **$164 million** remaining available[179](index=179&type=chunk) [Dividend policy](index=42&type=section&id=Dividend%20policy) - Quarterly cash dividends increased to **$0.24 per share** in Q3 2021, with a further increase to the pre-pandemic level of **$0.32 per share** authorized for Q4 2021[180](index=180&type=chunk)[181](index=181&type=chunk) - Aggregate cash dividends of **$53 million** were declared for the nine months ended September 30, 2021[42](index=42&type=chunk)[181](index=181&type=chunk) [LONG-TERM DEBT COVENANTS](index=42&type=section&id=LONG-TERM%20DEBT%20COVENANTS) This section details the company's compliance with its debt covenants - As of September 30, 2021, the annualized first-lien leverage ratio was **1.9 times**, well within the maximum compliance level of **5.0 times**[183](index=183&type=chunk)[184](index=184&type=chunk)[187](index=187&type=chunk) - An amendment in April 2020 waived the leverage covenant until April 1, 2021, but the company **never exceeded the maximum ratio** during this period[185](index=185&type=chunk) [SEASONALITY](index=43&type=section&id=SEASONALITY) This section describes the seasonal patterns affecting the company's business - Revenues are typically higher in **Q2 and Q3** due to increased leisure travel, and the company expects a return to historic seasonality in 2021[188](index=188&type=chunk) [COMMITMENTS AND CONTINGENCIES (MD&A)](index=43&type=section&id=COMMITMENTS%20AND%20CONTINGENCIES%20(MD&A)) This section discusses potential liabilities from legal proceedings - Potential exposure from adverse outcomes in legal proceedings could range up to **$11 million** in excess of recorded accruals, but is not expected to be material[189](index=189&type=chunk) [CRITICAL ACCOUNTING POLICIES](index=43&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) This section highlights the key accounting estimates and assumptions used in financial reporting - The financial statements involve estimates and assumptions that are inherently uncertain, and a significant unfavorable change could materially impact results[190](index=190&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section details the company's exposure to interest rate and foreign currency exchange rate fluctuations - The company uses interest rate swaps and foreign currency forwards for **hedging purposes only**, not for speculation[191](index=191&type=chunk)[192](index=192&type=chunk) - A hypothetical **10% change** in the effective weighted average interest rate on variable-rate borrowings would result in an **immaterial change** to annual interest expense[194](index=194&type=chunk) - A hypothetical **10% change** in foreign currency exchange rates would result in approximately a **$4 million change** to the fair value of outstanding forward contracts[196](index=196&type=chunk)[197](index=197&type=chunk) - Argentina is considered a highly inflationary economy, with total net assets of **$4 million** in Argentina as of September 30, 2021[198](index=198&type=chunk) [Item 4. Controls and Procedures.](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures.) This section confirms the effectiveness of the company's disclosure controls and internal control over financial reporting - Management concluded that disclosure controls and procedures were **effective** as of September 30, 2021[201](index=201&type=chunk) - There have been **no material changes** in internal control over financial reporting during the period ended September 30, 2021[201](index=201&type=chunk) [PART II – OTHER INFORMATION](index=46&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part contains other required information, including legal proceedings, risk factors, and stock repurchase details [Item 1. Legal Proceedings.](index=46&type=section&id=Item%201.%20Legal%20Proceedings.) This section states that no legal proceedings are expected to have a material adverse effect on the company - The company is involved in various claims and legal proceedings, but management does not expect any to have a **material adverse effect** on its financial condition[203](index=203&type=chunk) [Item 1A. Risk Factors.](index=46&type=section&id=Item%201A.%20Risk%20Factors.) This section refers readers to the risk factors detailed in the company's Annual Report on Form 10-K - Readers should refer to Item 1A of the Annual Report on Form 10-K for a comprehensive discussion of **risk factors** that could materially affect the company's business[204](index=204&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section summarizes the company's common stock repurchase activity for the quarter ended September 30, 2021 - The Board authorized a stock repurchase program allowing for up to **$600 million** in repurchases, with approximately **$164 million** remaining available as of September 30, 2021[178](index=178&type=chunk)[205](index=205&type=chunk) Common Stock Repurchases (Quarter Ended September 30, 2021) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares that May Yet Be Purchased Under Plan | |---|---|---|---| | July | — | $— | $191,258,978 | | August | 109,381 | $71.96 | $183,388,437 | | September | 264,641 | $73.59 | $163,912,383 | | Total | 374,022 | $73.11 | $163,912,383 | [Item 3. Defaults Upon Senior Securities.](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) This section confirms that there were no defaults upon senior securities during the reported period - There were **no defaults** upon senior securities during the period[206](index=206&type=chunk) [Item 4. Mine Safety Disclosures.](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This section states that the disclosure requirements for mine safety are not applicable to the company - This item is **not applicable** to the company[207](index=207&type=chunk) [Item 5. Other Information.](index=46&type=section&id=Item%205.%20Other%20Information.) This section indicates that there is no other information to report under this item - There is **no other information** to report under this item[208](index=208&type=chunk) [Item 6. Exhibits.](index=46&type=section&id=Item%206.%20Exhibits.) This section refers to the exhibit index, which lists documents filed as exhibits to the report - The exhibit index appears on the page immediately following the signature page of this report[209](index=209&type=chunk) [EXHIBIT INDEX](index=48&type=section&id=EXHIBIT%20INDEX) This index lists all documents filed as exhibits with the report - The exhibit index lists various documents filed with the report, including corporate governance documents, certifications, and XBRL interactive data files[217](index=217&type=chunk) [Signatures](index=47&type=section&id=SIGNATURES) This section contains the official signatures of the company's authorized officers certifying the report - The report was signed on **October 28, 2021**, by the Chief Financial Officer and Chief Accounting Officer on behalf of Wyndham Hotels & Resorts, Inc[212](index=212&type=chunk)[214](index=214&type=chunk)

WYNDHAM HOTELS & RESORTS Investor Presentation : July 28, 2021 La Quinta Inn & Suites by Wyndham Nashville Downtown/Stadium Nashville, Tennessee, USA Introduction to Wyndham Hotels & Resorts Leading Asset-light Primarily Largest hotel franchisor business model leisure-focused economy & midscale brands in attractive with significant cash "drive to" portfolio by hotels worldwide of hotels select-service space generation capabilities | --- | --- | --- | --- | |-------------|----------------------------------|- ...

Financial Data and Key Metrics Changes - Global Rev PAR increased by 110% compared to the previous year, with domestic economy Rev PAR exceeding 2019 levels by nearly 4% [7] - Adjusted EBITDA for the quarter was $168 million, surpassing the second quarter of 2019 [8] - Free cash flow for the quarter was $104 million, an increase of $264 million from the second quarter of 2019 [9] - Adjusted diluted earnings per share was $0.95, improving by 30% from 2019 [37] - The company ended the quarter with approximately $840 million of liquidity and an annualized net leverage ratio of 2.2 times [38] Business Line Data and Key Metrics Changes - The economy brands led the recovery in the U.S., with occupancy levels consistent with 2019 and ADR up 4% [30] - Midscale brands had occupancy down only 9% and ADR up 1% [31] - The company opened 9,800 rooms, which was nearly 30% more than the first quarter and over 70% more than last year [9][10] Market Data and Key Metrics Changes - In China, Rev PAR was down only 7%, showing improvement from a 25% decline in the first quarter [32] - EMEA region Rev PAR was down 68% due to travel restrictions, while Canada saw a 49% decline [33] - Domestic Rev PAR for June exceeded 2019 levels, with a 7% increase for economy brands compared to 2019 [13] Company Strategy and Development Direction - The company plans to target longer weekend getaways and mid-week leisure vacations, focusing on attracting younger consumers [19] - The development pipeline grew to over 190,000 rooms, with significant growth in China and Latin America [10][25] - The company aims to increase capital deployment to support future growth, with a focus on attracting new developers [65] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery, particularly in the U.S. and China, and provided a full-year outlook for 2021 [40] - The company expects adjusted EBITDA of $525 million to $535 million, representing approximately 85% of 2019 levels [40] - Management noted that leisure demand is expected to remain strong into the fall, driven by pent-up demand [99] Other Important Information - The company has increased its quarterly cash dividend to $0.24, restoring it to 75% of pre-pandemic levels [39] - The company received recognition for its ESG efforts, achieving a best-in-class level of disclosure [27] Q&A Session Summary Question: Thoughts on capital returns and dividend increase - Management indicated that the dividend increase aligns with earnings recovery and capital allocation priorities [46][47] Question: Impact of largest franchisee exploring alternatives - Management anticipates that core hotels will remain part of the Wyndham family despite the franchisee's changes [48] Question: Net earnings growth targets and room openings - Management expressed confidence in achieving room growth targets, with expectations to open over 50,000 rooms this year [52][53] Question: Strength of Rev PAR index and loyalty bookings - Management discussed ongoing investments in technology and marketing to enhance loyalty program effectiveness [60][61] Question: Labor costs and staffing challenges - Management noted that labor costs are less of an issue for economy and midscale hotels, and efforts are being made to optimize operations [70][71] Question: Free cash flow generation outlook - Management expects to convert approximately 55% of adjusted EBITDA to free cash flow for 2021 [77] Question: Development pipeline performance - Management reported strong growth in both domestic and international pipelines, with a focus on conversions [86][87]