Wyndham Hotels & Resorts, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Other Expenses and Charges

Other Expenses and Charges

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]


17. OTHER EXPENSES AND CHARGES

Impairments, Net

During the fourth quarter of 2021, the Company’s Board approved a plan to sell its two owned hotels. As a result of the Board approval, the Company evaluated the recoverability of its owned hotels long-lived assets and in the fourth quarter of 2021, the Company recorded a $6 million impairment charge which was reported within impairments, net on the Consolidated Statement of Income/(Loss). For more information, see Note 6 - Assets and Liabilities Held for Sale.

As a result of COVID-19 and the significant negative impact it has had on travel demand during 2020, the Company reviewed its intangible assets for potential impairment and determined that the carrying value of certain intangible assets were in excess of their fair values. Accordingly, the Company recorded impairment charges of $205 million, in 2020, primarily related to certain trademarks and goodwill associated with its owned hotel reporting unit. See Note 8 - Intangible Assets for more information. Additionally, in 2020, the Company incurred a $4 million non-cash impairment charge for the

write-off of a receivable as a result of the Company’s notice of termination of an unprofitable management agreement. See Note 14 - Commitments and Contingencies for more information. In 2020, the Company also received $3 million of cash related to a previously impaired asset. These charges were all reported within impairments, net on the Consolidated Statement of Income/(Loss).

During 2019, the Company incurred a non-cash net impairment charge of $45 million associated with the termination of a hotel-management arrangement which contained operating performance guarantees and covered 22 hotel properties. The charge is comprised of a $48 million write-off of receivables, a $10 million write-off of a guarantee asset and the derecognition of a $13 million guarantee liability.

Separation-Related

The Company incurred separation-related costs associated with its spin-off from former Parent of $3 million, $2 million and $22 million during 2021, 2020 and 2019, respectively. During 2021 these costs primarily consisted of legal and tax-related costs. During 2020 and 2019 these costs primarily consisted of severance and other employee-related costs.

Restructuring

The Company did not incur restructuring charges during 2021. Below is the activity for the year ended December 31, 2021 relating to all four of the Company’s restructuring plans implemented in 2020:


			2021 Activity
	Liability as of December 31, 2020		Cash Payments		Liability as of December 31, 2021
Personnel-related	$	7	$	(7)	$	—
Facility-related	3		(3)		—
Total accrued restructuring	$	10	$	(10)	$	—

The Company incurred $34 million of charges during 2020, related to four restructuring initiatives implemented in response to COVID-19. Such plans resulted in a reduction of 846 employees during 2020. In addition, during 2019, the Company had implemented restructuring initiatives, primarily focused on enhancing its organizational efficiency and rationalizing its operations, as discussed below.

Restructuring charges by segment for the year ended December 31, 2020 were as follows:


	Year Ended December 31, 2020
Hotel Franchising	$	15
Hotel Management	3
Corporate and Other	16
Total	$	34

The following table presents activity for the year ended December 31, 2020 relating to restructuring activities by plan:


			2020 Activity
	Liability as of December 31, 2019		Costs Recognized		Cash Payments		Other (a)		Liability as of December 31, 2020
2019 Plan
Personnel-related	$	8	$	—	$	(7)	$	(1)	$	—
2020 Plans
Personnel-related	—		28		(20)		(1)		7
Facility-related	—		5		(2)		—		3
Other	—		1		(1)		—		—
Total 2020 Plans	—		34		(23)		(1)		10
Total accrued restructuring	$	8	$	34	$	(30)	$	(2)	$	10

_____________________

(a)Represents non-cash payments in Company stock.

During 2019, the Company recorded $8 million of charges related to restructuring initiatives, primarily focused on enhancing its organizational efficiency and rationalizing its operations. These initiatives resulted in a reduction of 58 employees and were comprised of employee separation costs. The charges were recorded primarily to the Corporate and Other segment. During 2019, the Company made no material cash payments related to this initiative.

Transaction-Related, Net

There were no transaction-related expenses incurred during the year ended December 31, 2021.

The Company incurred $12 million of transaction-related expenses during the year ended December 31, 2020, which were primarily related to integration activities for the acquisition of La Quinta.

The Company incurred $40 million of transaction-related expenses during the year ended December 31, 2019, which were primarily related to integration activities for the acquisition of La Quinta and includes $7 million associated with the resolution of certain tax matters discussed below.

Contract Termination

During 2019, the Company incurred contract termination charges of $42 million. The Company entered into an agreement to terminate a hotel-management agreement which contained operating performance guarantees and covered eight hotel properties. In conjunction with this termination, the Company incurred a contract termination charge of $34 million. In addition, the Company incurred a contract termination charge of $8 million in connection with an indemnification obligation associated with the termination of a hotel-management agreement and an associated lease. As of December 31, 2019, the Company had an $8 million liability related to such charge which was included in accrued expenses and other current liabilities on its Consolidated Balance Sheet and was subsequently paid in 2020.

CorePoint Agreement

In October 2019, the Company entered into an agreement with CorePoint, a franchisee with which the Company also has hotel-management agreements, to resolve open issues between the two companies. As part of the agreement, the Company recorded a $20 million fee credit for past services in 2019, representing payments Wyndham is required to make to CorePoint pursuant to the agreement. Such charge is reflected as a reduction to hotel management revenues on the Consolidated Statements of Income/(Loss). In addition, the two companies also agreed to finalize outstanding tax matters related to Wyndham’s acquisition of La Quinta. As a result, Wyndham also recorded a $7 million charge in 2019 related to the resolution of the tax matters, which is reflected in transaction-related costs on the Consolidated Statements of Income/(Loss). The Company paid $2 million, $7 million and $18 million to CorePoint in 2021, 2020 and 2019, respectively, related to such charges.