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0001722684false00017226842024-02-142024-02-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
____________

Date of Report (Date of earliest event reported) February 14, 2024

Wyndham Hotels & Resorts, Inc.
(Exact name of registrant as specified in charter)

 Delaware 001-38432 82-3356232
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
22 Sylvan Way

Parsippany, New Jersey 07054
(Address of principal
executive offices)		 (Zip Code)

Registrant's telephone number, including area code (973) 753-6000

None
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share
 WH New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 2.02.


Results of Operations and Financial Condition.
Wyndham Hotels & Resorts, Inc. (the “Company”) today issued a press release reporting financial results for the quarter and fiscal year ended December 31, 2023.
A copy of the Company’s press release is furnished as Exhibit 99.1 and is incorporated by reference.

The information included in this Item 2.02, Item 7.01 below and Exhibit 99.1 included with this Current Report on Form 8-K shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 2.02, Item 7.01 below and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01.    Regulation FD Disclosure.

On February 14, 2024, the Company posted a new investor presentation on its investor relations website at www.investor.wyndhamhotels.com.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this report:
 
Exhibit No.
Description
Exhibit 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WYNDHAM HOTELS & RESORTS, INC.
Date: February 14, 2024
By:
 /s/ Nicola Rossi
Nicola Rossi
Chief Accounting Officer



WYNDHAM HOTELS & RESORTS, INC.
CURRENT REPORT ON FORM 8-K
Report Dated February 14, 2024
EXHIBIT INDEX
Exhibit No.
Description
Exhibit 104
 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


EX-99.1 2 exhibit99120231231.htm EX-99.1 Document
Exhibit 99.1
whra28.jpg

WYNDHAM HOTELS & RESORTS REPORTS STRONG FOURTH QUARTER RESULTS WITH RECORD OPENINGS, RETENTION AND SYSTEM GROWTH

Increases Quarterly Dividend by 9%
Reiterates Full-Year 2024 Outlook
PARSIPPANY, N.J., February 14, 2024 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months and year ended December 31, 2023. Highlights include:
•System-wide rooms grew organically by 3.5% year-over-year, a record high.
•Opened a record 66,000 organic rooms, representing a year-over-year increase of 3%.
•Global retention rate - including all terminations - improved another 30 basis points to a record 95.6%.
•Development pipeline grew 1% sequentially and by 10% year-over-year to a record 240,000 rooms.
•Grew ECHO Suites pipeline nearly 60% year-over-year with 98 new contract signings.
•Signed 766 contracts for legacy brands, an increase of 8% year-over-year.
•Fourth quarter diluted earnings per share of $0.60 and net income of $50 million; adjusted diluted EPS of $0.91, adjusted net income of $75 million and adjusted EBITDA of $154 million.
•Full-year 2023 diluted EPS of $3.41 and net income of $289 million; adjusted diluted EPS of $4.01, adjusted net income of $341 million and adjusted EBITDA of $659 million.
•Net cash provided by operating activities of $376 million and free cash flow of $339 million for the full-year.
•Returned $515 million to shareholders for the full-year through $397 million of share repurchases and quarterly cash dividends of $0.35 per share.
•Board of Directors recently authorized a 9% increase in the quarterly cash dividend to $0.38 per share beginning with the dividend expected to be declared in first quarter 2024.
“We are tremendously proud to report fourth quarter results that demonstrate the continued success of our global strategy and our accelerating momentum,” said Geoff Ballotti, president and chief executive officer. “Despite the distraction, uncertainty and misperceptions caused by Choice and their slanted and constant communications to our franchisee base, room openings accelerated and our global development pipeline grew by 10% to an all-time high of 240,000 rooms. Our team opened 27% more rooms than last year in the fourth quarter and we welcomed 500 new hotels to our system in 2023. This, when combined with our improving franchisee engagement and record retention rate, drove the best organic system growth we’ve ever achieved.


We grew comparable adjusted EBITDA by 6% and returned over half a billion dollars to our shareholders through dividends and share repurchases. We are confident in the continued effectiveness of our growth strategy and see exceptional value-creation opportunities in the years ahead.”
System Size and Development
Rooms
December 31, 2023 December 31, 2022 YOY Change (bps)
United States 497,600 493,800 80 
International 374,200 348,700 730 
Global 871,800 842,500 350 
The Company's global system grew 3.5%, marking 12 consecutive quarters of organic growth and reflecting 1% growth in the U.S. and 7% internationally. As expected, these increases included strong growth in both the higher RevPAR midscale and above segments in the U.S. and the direct franchising business in China, which grew 3% and 13%, respectively. The Company also increased its retention rate, which includes all terminations, by another 30 basis points year-over-year, ending the year at a record 95.6%.
On December 31, 2023, the Company's global development pipeline consisted of over 1,950 hotels and approximately 240,000 rooms, representing another record-high level and a 10% year-over-year increase. Key highlights include:
•14th consecutive quarter of sequential pipeline growth
•8% growth in the U.S. and 11% internationally
•Approximately 70% of the pipeline is in the midscale and above segments, which grew 6% year-over-year
•Approximately 58% of the pipeline is international
•Approximately 79% of the pipeline is new construction, of which approximately 34% has broken ground
•The Company awarded 766 new contracts for its legacy brands in full-year 2023, an increase of 8% compared to full-year 2022. Additionally, the Company awarded 98 additional new contracts for its ECHO Suites brand and, as of December 31, 2023, the Company had awarded 268 contracts, or over 33,000 rooms, for the brand.


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RevPAR
Fourth
Quarter 2023		 YOY Constant Currency % Change Full-Year 2023 YOY Constant Currency % Change
United States $ 44.06  (4  %) $ 50.42  (1  %)
International 32.12  7  33.21  21 
Global 38.90  (1) 43.10  5 
Fourth quarter global RevPAR declined 1% in constant currency compared to 2022 reflecting a 4% decline in the U.S. and growth of 7% internationally. For the full year, global RevPAR grew 5% in constant currency compared to 2022 reflecting a 1% decline in the U.S. and growth of 21% internationally.
The Company had achieved record-breaking RevPAR in the U.S. during the preceding year due to COVID-impacted travel patterns. Comparing to 2019 to neutralize for COVID-impacted travel patterns, U.S. RevPAR grew 10% in fourth quarter - a 120 basis point acceleration from third quarter 2023 growth - and 9% for the full year. Internationally, year-over-year RevPAR growth for both the fourth quarter and the full-year was primarily driven by higher occupancy levels. Compared to 2019, international RevPAR grew in fourth quarter and full-year by 44% and 36%, respectively, on a constant-currency basis.
Operating Results
Fourth Quarter
•Fee-related and other revenues was $320 million compared to $310 million in fourth quarter 2022 reflecting global net room growth as well as higher license and ancillary fees.
•The Company generated net income of $50 million compared to $56 million in fourth quarter 2022. The decrease was reflective of a higher effective tax rate, higher interest expense, foreign currency impact from hyper-inflation in Argentina and transaction-related expenses resulting from the unsolicited offer by Choice Hotels, partially offset by higher adjusted EBITDA.
•Adjusted EBITDA grew 22% to $154 million from $126 million. This increase included a $21 million favorable impact from marketing fund variability, excluding which adjusted EBITDA grew 6% primarily reflecting higher fee-related and other revenues.
•Diluted earnings per share was $0.60 compared to $0.63 in fourth quarter 2022. This decrease reflects lower net income, partially offset by the benefit of a lower share count due to share repurchase activity.
•Adjusted diluted EPS grew 26% to $0.91 per share from $0.72 per share. This increase included $0.19 per share related to the favorable marketing fund variability (after estimated taxes), excluding which adjusted diluted EPS was unchanged year-over-year as adjusted EBITDA growth and the benefit from share repurchase activity was substantially offset by higher interest expense.
•During fourth quarter 2023, the Company’s marketing fund revenues exceeded expenses by $9 million; while in fourth quarter 2022, the Company’s marketing fund expenses exceeded revenues by $12 million, resulting in $21 million of marketing fund variability.


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Full Year

•Fee-related and other revenues was $1,384 million compared to $1,354 million in full-year 2022, which included $50 million from the Company’s select service management business and owned hotels, which were exited in 2022. On a comparable basis, fee-related and other revenues increased 6% year-over-year primarily reflecting global RevPAR and net room growth, higher license and ancillary fees and pass-through revenues associated with the Company’s global franchisee conference in September, which was held for the first time since 2019.
•The Company generated net income of $289 million compared to $355 million in full-year 2022, which included $37 million from the select-service managed and owned hotels. The decrease was reflective of a higher effective tax rate, higher interest expense, foreign currency impact from hyper-inflation in Argentina and transaction-related expenses resulting from the unsolicited offer by Choice Hotels, partially offset by higher adjusted EBITDA.
•Adjusted EBITDA was $659 million compared to $650 million in full-year 2022, which included $18 million from the select-service managed and owned hotels. The growth in adjusted EBITDA was further impacted by $11 million of unfavorable marketing fund variability. On a comparable basis, adjusted EBITDA increased 6% reflecting higher fee-related and other revenues.
•Diluted earnings per share was $3.41 compared to $3.91 in full-year 2022, which included $0.40 per share from the select-service managed and owned hotels. This decrease reflects the lower net income, partially offset by the benefit of a lower share count due to share repurchase activity.
•Adjusted diluted EPS was $4.01 per share compared to $3.96 per share in full-year 2022, which included $0.15 per share from the select-service managed and owned hotels. This growth in adjusted diluted EPS was further impacted by $0.09 per share (after estimated taxes) of unfavorable marketing fund variability. On a comparable basis, adjusted diluted EPS increased 8% year-over-year reflecting the adjusted EBITDA growth and the benefit from share repurchase activity, partially offset by higher interest expense.
•During full-year 2023, the Company’s marketing fund revenues exceeded expenses by $9 million; while in 2022, the Company’s marketing fund revenues exceeded expenses by $20 million, resulting in $11 million of marketing fund variability.
Full reconciliations of GAAP results to the Company's non-GAAP adjusted measures for all reported periods appear in the tables to this press release.
Balance Sheet and Liquidity
The Company generated $376 million of net cash provided by operating activities and free cash flow of $339 million in the full-year 2023. The Company ended the quarter with a cash balance of $66 million and approximately $650 million in total liquidity.
The Company’s net debt leverage ratio was 3.2 times at December 31, 2023, within the lower half of the Company’s 3 to 4 times stated target range.

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Share Repurchases and Dividends
During the fourth quarter, the Company repurchased approximately 1.7 million shares of its common stock for $127 million. For the full-year 2023, the Company repurchased approximately 5.5 million shares of its common stock for $397 million, at an average price of $72.25, 8% lower than trading levels as of February 13th.
The Company paid common stock dividends of $28 million, or $0.35 per share, in the fourth quarter of 2023 for a total of $118 million, or $1.40 per share, for the full-year 2023.
For the full-year 2023, the Company returned $515 million to shareholders through share repurchases and quarterly cash dividends.
The Company's Board of Directors authorized a 9% increase in the quarterly cash dividend to $0.38 per share, beginning with the dividend expected to be declared in first quarter 2024.
Full-Year 2024 Outlook
The Company provided the following outlook for full-year 2024:
2024 Outlook
Year-over-year rooms growth 3 - 4%
Year-over-year global RevPAR growth 2 - 3%
Fee-related and other revenues $1.43 - $1.46 billion
Adjusted EBITDA $690 - $700 million
Adjusted net income $341 - $351 million
Adjusted diluted EPS $4.11 - $4.23
Free cash flow conversion rate ~60%
NOTE:    Outlook for adjusted EBITDA, adjusted net income, adjusted diluted EPS and free cash flow conversion rate excludes all expenses and cash outlays associated with the unsolicited offer by Choice Hotels, which are currently anticipated to approximate $75 million before taxes.
Year-over-year growth rates for adjusted EBITDA, adjusted net income and adjusted diluted EPS are not comparable due to full-year 2023 marketing fund revenues exceeding expenses by $9 million, which substantially completed the recovery of the $49 million support the Company provided to its owners during COVID. The Company expects marketing revenues to equal expenses during full-year 2024 though seasonality of spend will affect the quarterly comparisons throughout the year.
More detailed projections are available in Table 8 of this press release. The Company is providing certain financial metrics only on a non-GAAP basis because, without unreasonable efforts, it is unable to predict with reasonable certainty the occurrence or amount of all of the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results.


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Conference Call Information
Wyndham Hotels will hold a conference call with investors to discuss the Company’s results and outlook on Thursday, February 15, 2024 at 8:30 a.m. ET. Listeners can access the webcast live through the Company’s website at https://investor.wyndhamhotels.com. The conference call may also be accessed by dialing 800 225-9448 and providing the passcode “Wyndham”. Listeners are urged to call at least five minutes prior to the scheduled start time. An archive of this webcast will be available on the website beginning at noon ET on February 15, 2024. A telephone replay will be available for approximately ten days beginning at noon ET on February 15, 2024 at 800 839-9719.
Presentation of Financial Information
Financial information discussed in this press release includes non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported GAAP results and are intended to illustrate what management believes are relevant period-over-period comparisons and are helpful to investors as an additional tool for further understanding and assessing the Company’s ongoing operating performance. The Company uses these measures internally to assess its 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. Exclusion of items in the Company’s non-GAAP presentation should not be considered an inference that these items are unusual, infrequent or non-recurring. Full reconciliations of GAAP results to the comparable non-GAAP measures for the reported periods appear in the financial tables section of this press release.
About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of properties, with approximately 9,200 hotels across over 95 countries on six continents. Through its network of approximately 872,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 24 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, Hawthorn Suites®, Trademark Collection® and Wyndham®. The Company’s award-winning Wyndham Rewards loyalty program offers over 106 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit https://investor.wyndhamhotels.com. The Company may use its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Disclosures of this nature will be included on the Company’s website in the Investors section, which can currently be accessed at www.investor.wyndhamhotels.com. Accordingly, investors should monitor this section of the Company’s website in addition to following the Company’s press releases, filings submitted with the Securities and Exchange Commission and any public conference calls or webcasts.
For information related to Choice Hotels' hostile offer, please visit www.staywyndham.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements related to the Company’s current views and expectations with respect to its future performance and operations, including revenues, earnings, cash flow and other financial and operating

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measures, share repurchases and dividends and restructuring charges. The Company claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements (other than with respect to statements made in connection with the unsolicited exchange offer by Choice to acquire all outstanding shares of our common stock (the “Exchange Offer”)). Forward-looking statements include those that convey management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” "objective," “estimate,” “projection” and similar words or expressions, including the negative version of such words and expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, factors relating to the Exchange Offer, including actions taken by Choice in connection with such offer, actions taken by Wyndham or its stockholders in respect of the Exchange Offer or other actions or developments involving Choice, such as a potential proxy contest, the completion or failure to complete the Exchange Offer, the effects of such offer on our business, such as the cost, loss of time and disruption; general economic conditions, including inflation, higher interest rates and potential recessionary pressures; global or regional health crises or pandemics (such as the COVID-19 pandemic) including the resulting impact on the Company’s business operations, financial results, cash flows and liquidity, as well as the impact on its franchisees, guests and team members, the hospitality industry and overall demand for and restrictions on travel; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; the Company’s relationships with franchisees; the impact of war, terrorist activity, political instability or political strife, including the ongoing conflicts between Russia and Ukraine and between Israel and Hamas; the Company’s ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to the Company’s ability to obtain financing and the terms of such financing, including access to liquidity and capital; and the Company’s ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.
# # #

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Contacts
Investors:
Matt Capuzzi
Senior Vice President, Investor Relations
973 753-6453
ir@wyndham.com

Media: 
Maire Griffin
Senior Vice President, Global Communications  
973 753-6590 
WyndhamHotelsNews@wyndham.com


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Table 1
WYNDHAM HOTELS & RESORTS
INCOME STATEMENT
(In millions, except per share data)
(Unaudited)
Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
Net revenues
Royalties and franchise fees $ 117  $ 118  $ 532  $ 512 
Marketing, reservation and loyalty 133  128  578  544 
Management and other fees 3  3  14  57 
License and other fees 29  26  112  100 
Other 38  35  148  141 
Fee-related and other revenues 320  310  1,384  1,354 
Cost reimbursements 1  24  13  144 
Net revenues 321  334  1,397  1,498 
Expenses
Marketing, reservation and loyalty 124  140  569  524 
Operating 30  22  94  106 
General and administrative 37  35  130  123 
Cost reimbursements 1  24  13  144 
Depreciation and amortization 20  19  76  77 
Transaction-related 5  —  11  — 
Separation-related —  1  1  1 
Gain on asset sale, net —  —  —  (35)
Total expenses 217  241  894  940 
Operating income 104  93  503  558 
Interest expense, net 29  21  102  80 
Early extinguishment of debt —  —  3  2 
Income before income taxes 75  72  398  476 
Provision for income taxes 25  16  109  121 
Net income $ 50  $ 56  $ 289  $ 355 
Earnings per share
Basic $ 0.61  $ 0.64  $ 3.43  $ 3.93 
Diluted 0.60  0.63  3.41  3.91 
Weighted average shares outstanding
Basic 82.0  87.8  84.4  90.3 
Diluted 82.6  88.3  84.9  90.8 



Table 2
WYNDHAM HOTELS & RESORTS
HISTORICAL REVENUE AND ADJUSTED EBITDA BY SEGMENT
The reportable segments presented below represent our operating segments for which separate financial information is available and is utilized on a regular basis by our chief operating decision maker to assess performance and allocate resources. In identifying our reportable segments, we also consider the nature of services provided by our operating segments. Management evaluates the operating results of each of our reportable segments based upon net revenues and adjusted EBITDA. During the first quarter of 2023, we changed the composition of our reportable segments to reflect the recent changes in our Hotel Management segment, including the sale of our owned assets, the exit of our select-service management business and the exit from substantially all of our U.S. full-service management business. The remaining hotel management business, which is predominately the full-service international managed business, has been aggregated, on a prospective basis, within our Hotel Franchising segment. We believe that adjusted EBITDA is a useful measure of performance for our segments which, when considered with GAAP measures, allows a more complete understanding of our operating performance. We use 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. Our presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.
First Quarter Second Quarter Third Quarter Fourth Quarter Full Year
Hotel Franchising (a)
Net revenues
2023 $ 313  $ 362  $ 402  $ 321  $ 1,397 
2022 272  335  367  303  1,277 
2021 209  283  337  270  1,099 
Adjusted EBITDA
2023 $ 164  $ 175  $ 215  $ 173  $ 727 
2022 155  185  201  138  679 
2021
105  166  193  128  592 
Hotel Management
Net revenues
2023 n/a n/a n/a n/a n/a
2022 $ 99  $ 51  $ 40  $ 31  $ 221 
2021 94  123  126  122  466 
Adjusted EBITDA
2023 n/a n/a n/a n/a n/a
2022 $ 20  $ 6  $ 7  $ 4  $ 37 
2021 5  16  16  19  57 
Corporate and Other
Net revenues
2023 $ —  $ —  $ —  $ —  $ — 
2022 —  —  —  —  — 
2021 —  —  —  —  — 
Adjusted EBITDA
2023 $ (17) $ (17) $ (15) $ (19) $ (68)
2022 (16) (16) (17) (16) (66)
2021 (13) (14) (15) (16) (59)
Total Company
Net revenues
2023 $ 313  $ 362  $ 402  $ 321  $ 1,397 
2022 371  386  407  334  1,498 
2021 303  406  463  392  1,565 
Net income
2023 $ 67  $ 70  $ 103  $ 50  $ 289 
2022 106  92  101  56  355 
2021 24  68  103  48  244 
Adjusted EBITDA
2023 $ 147  $ 158  $ 200  $ 154  $ 659 
2022 159  175  191  126  650 
2021 97  168  194  131  590 
NOTE: Amounts include the results of the Company's Wyndham Grand Bonnet Creek Resort and Wyndham Grand Rio Mar Resort, which were sold in March 2022 and May 2022, respectively, and its select-service management business, which was exited in March 2022, through their sale/exit dates. Amounts may not add across due to rounding. See Table 7 for reconciliations of Total Company non-GAAP measures and Table 9 for definitions.
(a)    For 2023, the Hotel Franchising segment includes the former Hotel Management segment, which is primarily comprised of the Company's remaining full-service management business.


Table 3
WYNDHAM HOTELS & RESORTS
CONDENSED CASH FLOWS
(In millions)
(Unaudited)
Year Ended December 31,
2023 2022
Operating activities
Net income $ 289  $ 355 
Depreciation and amortization 76  77 
Deferred income taxes (17) (39)
Gain on asset sale, net —  (35)
Payments of development advance notes, net (72) (48)
Working capital and other, net 100  89 
Net cash provided by operating activities 376  399 
Investing activities
Property and equipment additions (37) (39)
Proceeds from asset sales, net (a)
 —  263 
Acquisition of hotel brand —  (44)
Other, net (29) (1)
Net cash (used in)/provided by investing activities (66) 179 
Financing activities
Proceeds from long-term debt 1,378  400 
Payments of long-term debt (1,245) (404)
Dividends to shareholders (118) (116)
Repurchases of common stock (393) (448)
Other, net (24) (16)
Net cash used in financing activities (402) (584)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash (3) (4)
Net decrease in cash, cash equivalents and restricted cash (95) (10)
Cash, cash equivalents and restricted cash, beginning of period 161  171 
Cash, cash equivalents and restricted cash, end of period $ 66  $ 161 

Free Cash Flow:
Year Ended December 31,
2023 2022
Net cash provided by operating activities (b)
 $ 376  $ 399 
Less: Property and equipment additions (37) (39)
Free cash flow $ 339  $ 360 
(a)    Includes proceeds of $179 million, net of transaction costs, received from the Company's sales of the Wyndham Grand Bonnet Creek Resort and the Wyndham Grand Rio Mar Resort and $84 million of proceeds from CorePoint Lodging related to the Company's exit of its select-service management business.
(b)    The year-over-year comparability is impacted by the absence of $13 million due to the exit of the select-service management business and owned hotels. Excluding which, free cash flow decreased $8 million as higher cash earnings were offset by $24 million of incremental development advances and $22 million of higher interest expense.


Table 4
WYNDHAM HOTELS & RESORTS
BALANCE SHEET SUMMARY AND DEBT
(In millions)
(Unaudited)
As of
December 31, 2023		 As of
December 31, 2022
Assets
Cash and cash equivalents $ 66  $ 161 
Trade receivables, net 241  234 
Property and equipment, net 88  99 
Goodwill and intangible assets, net 3,104  3,131 
Other current and non-current assets 534  498 
Total assets $ 4,033  $ 4,123 
Liabilities and stockholders' equity
Total debt $ 2,201  $ 2,077 
Other current liabilities 422  386 
Deferred income tax liabilities 325  345 
Other non-current liabilities 339  353 
Total liabilities 3,287  3,161 
Total stockholders' equity 746  962 
Total liabilities and stockholders' equity $ 4,033  $ 4,123 
Our outstanding debt was as follows:
Weighted Average Interest Rate (a)
 As of
December 31, 2023		 As of
December 31, 2022
$750 million revolving credit facility (due April 2027) 7.2% $ 160  $ — 
$400 million term loan A (due April 2027) 7.2% 384  399 
$1.6 billion term loan B (due May 2025) —  1,139 
$1.1 billion term loan B (due May 2030) 4.1% 1,123  — 
$500 million 4.375% senior unsecured notes (due August 2028) 4.4% 495  494 
Finance leases 4.5% 39  45 
Total debt 4.9% 2,201  2,077 
Cash and cash equivalents 66  161 
Net debt $ 2,135  $ 1,916 
Net debt leverage ratio 3.2x 2.9x
(a)    Represents weighted average interest rates for the fourth quarter 2023, including the effects from hedging.

Our outstanding debt as of December 31, 2023 matures as follows:
Amount
Within 1 year $ 37 
Between 1 and 2 years 45 
Between 2 and 3 years 48 
Between 3 and 4 years 485 
Between 4 and 5 years 514 
Thereafter 1,072 
Total $ 2,201 


Table 5
WYNDHAM HOTELS & RESORTS
REVENUE DRIVERS
Year Ended December 31,
2023 2022 Change % Change
Beginning Room Count (January 1)
United States 493,800  490,600  3,200  1%
International 348,700  319,500  29,200  9
Global 842,500  810,100  32,400  4

Additions
United States 26,700  26,700  —  —
International 39,300  43,700  (4,400) (10)
Global 66,000  70,400  (4,400) (6)

Deletions
United States (22,900) (23,500) 600  3
International (13,800) (14,500) 700  5
Global (36,700) (38,000) 1,300  3
Ending Room Count (December 31)
United States 497,600  493,800  3,800  1
International 374,200  348,700  25,500  7
Global 871,800  842,500  29,300  3%
As of December 31, FY 2023 Royalty Contribution
2023 2022 Change % Change
System Size
United States

Economy 230,800  235,800  (5,000) (2%)
Midscale and Upper Midscale 247,600  239,000  8,600  4
Upscale and Above 19,200  19,000  200  1
Total United States 497,600  493,800  3,800  1%
80

International


Greater China
171,100  161,100  10,000  6% 3
Rest of Asia Pacific 34,600  30,400  4,200  14 2
Europe, the Middle East and Africa 88,700  79,200  9,500  12 7
Canada 39,900  39,500  400  1 5
Latin America 39,900  38,500  1,400  4 3
Total International 374,200  348,700  25,500  7% 20

Global 871,800  842,500  29,300  3%
  100%





Table 5 (continued)
WYNDHAM HOTELS & RESORTS
REVENUE DRIVERS
Three Months Ended
December 31, 2023
Constant Currency
% Change (a)
Regional RevPAR Growth
United States
Economy $ 35.83  (7%)
Midscale and Upper Midscale 49.47  (4)
Upscale and Above 89.85  5
Total United States $ 44.06  (4%)
International
Greater China $ 16.58  44%
Rest of Asia Pacific 33.28  2
Europe, the Middle East and Africa 52.15  5
Canada 44.75  4
Latin America 43.91  (12)
Total International $ 32.12  7%
Global $ 38.90  (1%)
Three Months Ended December 31,
2023 2022 % Change
Average Royalty Rate
United States 4.6% 4.6% —
International 2.3% 2.0% 30 bps
Global 3.8% 3.8% —
Year Ended
December 31, 2023
Constant Currency
% Change (a)
Regional RevPAR Growth
United States
Economy $ 41.76  (2%)
Midscale and Upper Midscale 56.27  —
Upscale and Above 97.14  4
Total United States $ 50.42  (1%)
International
Greater China $ 16.76  33%
Rest of Asia Pacific 32.58  15
Europe, the Middle East and Africa 52.02  21
Canada 54.35  12
Latin America 44.53  15
Total International $ 33.21  21%
Global $ 43.10  5%
Year Ended December 31,
2023 2022 % Change
Average Royalty Rate
United States 4.6% 4.6% —
International 2.4% 2.1% 30 bps
Global 3.9% 3.9% —
(a)     International and global excludes the impact of currency exchange movements.


Table 6
WYNDHAM HOTELS & RESORTS
HISTORICAL REVPAR AND ROOMS
First Quarter Second Quarter Third Quarter Fourth Quarter Full Year
Hotel Franchising (a)
Global RevPAR
2023 $ 37.20  $ 46.47  $ 49.71  $ 38.90  $ 43.10 
2022 $ 33.08  $ 43.74  $ 48.61  $ 39.18  $ 41.23 
2021 $ 24.02  $ 35.69  $ 44.67  $ 34.77  $ 34.85 
U.S. RevPAR
2023 $ 43.84  $ 55.26  $ 58.46  $ 44.06  $ 50.42 
2022 $ 41.01  $ 54.70  $ 58.45  $ 45.49  $ 50.00 
2021 $ 29.68  $ 46.99  $ 56.38  $ 42.45  $ 43.95 
International RevPAR
2023 $ 27.99  $ 34.44  $ 38.05  $ 32.12  $ 33.21 
2022 $ 21.05  $ 26.80  $ 33.90  $ 30.16  $ 28.11 
2021 $ 15.26  $ 18.21  $ 26.62  $ 23.13  $ 20.86 
Global Rooms (b)
2023 844,800 851,500 858,000 871,800 871,800
2022 793,200 799,200 816,300 827,100 827,100
2021 748,700 752,500 758,600 769,400 769,400
U.S. Rooms
2023 494,400 495,100 495,700 497,600 497,600
2022 486,600 487,600 488,100 493,500 493,500
2021 452,500 454,200 458,000 465,100 465,100
International Rooms (b)
2023 350,400 356,400 362,300 374,200 374,200
2022 306,600 311,600 328,200 333,600 333,600
2021 296,200 298,300 300,600 304,300 304,300
Hotel Management
Global RevPAR
2023 n/a n/a n/a n/a n/a
2022 $ 56.55  $ 65.13  $ 71.54  $ 68.04  $ 64.07 
2021 $ 38.17  $ 56.08  $ 64.63  $ 57.57  $ 53.81 
U.S. RevPAR
2023 n/a n/a n/a n/a n/a
2022 $ 69.92  $ 135.35  $ 126.34  $ 98.28  $ 92.66 
2021 $ 42.89  $ 67.42  $ 78.27  $ 66.77  $ 63.20 
International RevPAR
2023 n/a n/a n/a n/a n/a
2022 $ 40.26  $ 40.89  $ 53.57  $ 59.49  $ 48.61 
2021 $ 27.12  $ 31.20  $ 37.53  $ 40.96  $ 34.31 
Global Rooms
2023 n/a n/a n/a n/a n/a
2022 20,100  19,700  19,700  15,400  15,400 
2021 48,500  45,500  44,000  40,700  40,700 
U.S. Rooms
2023 n/a n/a n/a n/a n/a
2022 5,300  4,800  4,800  300  300 
2021 33,500  30,600  28,800  25,500  25,500 
International Rooms
2023 n/a n/a n/a n/a n/a
2022 14,800  14,900  14,900  15,100  15,100 
2021 15,000  14,900  15,200  15,200  15,200 


Table 6 (continued)
WYNDHAM HOTELS & RESORTS
HISTORICAL REVPAR AND ROOMS
First Quarter Second Quarter Third Quarter Fourth Quarter Full Year
Total System
Global RevPAR
2023 $ 37.20  $ 46.47  $ 49.71  $ 38.90  $ 43.10 
2022 $ 34.06  $ 44.28  $ 49.17  $ 39.86  $ 41.88 
2021 $ 24.90  $ 36.92  $ 45.80  $ 35.99  $ 35.95 
U.S. RevPAR
2023 $ 43.84  $ 55.26  $ 58.46  $ 44.06  $ 50.42 
2022 $ 42.11  $ 55.57  $ 59.15  $ 45.96  $ 50.72 
2021 $ 30.62  $ 48.37  $ 57.73  $ 43.84  $ 45.19 
International RevPAR
2023 $ 27.99  $ 34.44  $ 38.05  $ 32.12  $ 33.21 
2022 $ 21.95  $ 27.46  $ 34.79  $ 31.44  $ 29.05 
2021 $ 15.83  $ 18.84  $ 27.15  $ 23.99  $ 21.52 
Global Rooms (b)
2023 844,800  851,500  858,000  871,800  871,800 
2022 813,300  818,900  836,000  842,500  842,500 
2021 797,200  798,000  802,600  810,100  810,100 
U.S. Rooms
2023 494,400  495,100  495,700  497,600  497,600 
2022 491,900  492,400  492,900  493,800  493,800 
2021 486,000  484,800  486,800  490,600  490,600 
International Rooms (b)
2023 350,400  356,400  362,300  374,200  374,200 
2022 321,400  326,500  343,100  348,700  348,700 
2021 311,200  313,200  315,800  319,500  319,500 
NOTE: Amounts may not foot due to rounding. Results reflect the reclassification of rooms from the Hotel Management segment to the Hotel Franchising segment related to the CorePoint Lodging asset sales, including approximately 19,000 rooms in first quarter 2022.
(a)    For 2023, the Hotel Franchising segment includes the former Hotel Management segment, which is primarily comprised of the Company's remaining full-service management business.
(b)    Includes 6,400 Vienna House rooms acquired in the third quarter of 2022.




Table 7
WYNDHAM HOTELS & RESORTS
NON-GAAP RECONCILIATIONS
(In millions)
The tables below reconcile certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the income statement in order to assist investors’ understanding of the overall impact of such adjustments. We believe that adjusted EBITDA, adjusted net income and adjusted EPS financial measures provide useful information to investors about us and our financial condition and results of operations because these measures are used by our management team to evaluate our operating performance and make day-to-day operating decisions and adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. These measures also assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance. We also internally use these measures to assess our operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions. These supplemental disclosures are in addition to GAAP reported measures. These non-GAAP reconciliation tables should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.
Reconciliation of Net Income to Adjusted EBITDA:
First Quarter Second Quarter Third Quarter Fourth Quarter Full Year
2023
Net income $ 67  $ 70  $ 103  $ 50  $ 289 
Provision for income taxes 24  26  33  25  109 
Depreciation and amortization 19  19  19  20  76 
Interest expense, net 22  24  27  29  102 
Early extinguishment of debt (a)
 —  3  —  —  3 
Stock-based compensation 9  9  10  11  39 
Development advance notes amortization 3  4  4  5  15 
Transaction-related (b)
 —  4  1  5  11 
Separation-related (c)
 2  (2) —  —  1 
Foreign currency impact of highly inflationary countries (d)
 1  1  3  9  14 
Adjusted EBITDA $ 147  $ 158  $ 200  $ 154  $ 659 
2022
Net income $ 106  $ 92  $ 101  $ 56  $ 355 
Provision for income taxes 34  31  38  16  121 
Depreciation and amortization 24  17  18  19  77 
Interest expense, net 20  20  21  21  80 
Early extinguishment of debt (a)
 —  2  —  —  2 
Stock-based compensation 8  9  8  8  33 
Development advance notes amortization 3  3  3  3  12 
(Gain)/loss on asset sale, net (e)
 (36) 1  —  —  (35)
Separation-related (c)
 —  (1) 1  1  1 
Foreign currency impact of highly inflationary countries (d)
 —  1  1  2  4 
Adjusted EBITDA $ 159  $ 175  $ 191  $ 126  $ 650 
2021
Net income $ 24  $ 68  $ 103  $ 48  $ 244 
Provision for income taxes 11  25  36  19  91 
Depreciation and amortization 24  24  23  25  95 
Interest expense, net 28  22  22  22  93 
Early extinguishment of debt (a)
 —  18  —  —  18 
Stock-based compensation 5  8  7  8  28 
Development advance notes amortization 2  2  3  3  11 
Impairments, net (f)
 —  —  —  6  6 
Separation-related (c)
 2  1  —  —  3 
Foreign currency impact of highly inflationary countries (d)
 1  —  —  —  1 
Adjusted EBITDA $ 97  $ 168  $ 194  $ 131  $ 590 


NOTE: Amounts may not add due to rounding.
(a)    Amount in 2023 relates to non-cash charges associated with the Company's refinancing of its term loan B. Amount in 2022 relates to non-cash charges associated with the Company’s extension of its revolving credit facility and the prepayment of $400 million of its term loan B. Amount in 2021 relates to the redemption premium and non-cash expenses associated with the early redemption of the Company's 5.375% senior unsecured notes.
(b)    Represents costs related to corporate transactions, including Choice Hotels' unsolicited offer.
(c)    Represents costs associated with the Company's spin-off from Wyndham Worldwide.
(d)    Relates to the foreign currency impact from hyper-inflation, primarily in Argentina, which is reflected in operating expenses on the income statement.
(e)    Represents (gain)/loss on sales of the Company's owned hotels, the Wyndham Grand Bonnet Creek Resort and Wyndham Grand Rio Mar.
(f)    Represents a non-cash charge to reduce the carrying values of the Company's owned hotels long-lived assets to their fair value in connection with the Company's Board approval of a plan to sell these assets in 2022.


Table 7 (continued)
WYNDHAM HOTELS & RESORTS
NON-GAAP RECONCILIATIONS
(In millions, except per share data)
Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS:
Three Months Ended December 31, Year Ended December 31,
2023 2022 2023 2022
Diluted earnings per share $ 0.60  $ 0.63  $ 3.41  $ 3.91 
Net income $ 50  $ 56  $ 289  $ 355 
Adjustments:
Acquisition-related amortization expense (a)
 7  6  27  31 
Foreign currency impact of highly inflationary countries 9  2  14  4 
Transaction-related 5  —  11  — 
Early extinguishment of debt —  —  3  2 
Separation-related —  1  1  1 
Gain on asset sale, net —  —  —  (35)
Total adjustments before tax 21  9  56  3 
Income tax provision/(benefit) (b)
 (4) 1  4  (2)
Total adjustments after tax 25  8  52  5 
Adjusted net income $ 75  $ 64  $ 341  $ 360 
Adjustments - EPS impact 0.31  0.09  0.60  0.05 
Adjusted diluted EPS $ 0.91  $ 0.72  $ 4.01  $ 3.96 
Diluted weighted average shares outstanding 82.6  88.3  84.9  90.8 
(a)    Reflected in depreciation and amortization on the income statement.
(b)    Reflects the estimated tax effects of the adjustments. The 2023 amounts include a foreign tax assessment impacting years 2017, 2018 and 2019.



Table 8
WYNDHAM HOTELS & RESORTS
2024 OUTLOOK
As of February 14, 2024
(In millions, except per share data)
2024 Outlook (a)
Fee-related and other revenues $ 1,430 – 1,460
Adjusted EBITDA 690 – 700
Depreciation and amortization expense 46 – 48
Development advance notes amortization expense 23 – 25
Stock-based compensation expense 43 – 45
Interest expense, net 118 – 120
Adjusted income before income taxes 454 – 468
Income tax expense (b)
 114 – 117
Adjusted net income $ 341 – 351
Adjusted diluted EPS $ 4.11 – 4.23
Diluted shares (c)
 83.0
Capital expenditures Approx. $40
Development advance notes Approx. $90
Free cash flow conversion rate ~60%
Year-over-Year Growth
Global RevPAR 2% – 3%
Number of rooms 3% – 4%
NOTE: Outlook for adjusted EBITDA, adjusted net income, adjusted diluted EPS and free cash flow conversion rate excludes all
expenses and cash outlays associated with the unsolicited offer by Choice Hotels, which are currently anticipated to approximate $75 million before taxes.
(a)    Year-over-year growth rates for adjusted EBITDA, adjusted net income and adjusted diluted EPS are not comparable due to full-year 2023 marketing fund revenues exceeding expenses by $9 million (before taxes), which substantially completed the recovery of the $49 million support the Company provided to its owners during COVID.
(b)    Outlook assumes an effective tax rate of approximately 25%.
(c)    Excludes the impact of any share repurchases after December 31, 2023.

In determining adjusted EBITDA, interest expense, net, adjusted income before income taxes, adjusted net income, adjusted diluted EPS and free cash flow conversion rate, we exclude certain items which are otherwise included in determining the comparable GAAP financial measures. We are providing these measures on a non-GAAP basis only because, without unreasonable efforts, we are unable to predict with reasonable certainty the occurrence or amount of all the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results.



Table 9
WYNDHAM HOTELS & RESORTS
DEFINITIONS

Adjusted Net Income and Adjusted Diluted EPS: Represents net income/(loss) and diluted earnings/(loss) per share excluding acquisition-related amortization, 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 and foreign currency impacts of highly inflationary countries. The Company calculates the income tax effect of the adjustments using an estimated effective tax rate applicable to each adjustment.
Adjusted EBITDA: Represents 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. Adjusted EBITDA is a financial measure that is not recognized under U.S. GAAP and should not be considered as an alternative to net income/(loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, the Company's definition of adjusted EBITDA may not be comparable to similarly titled measures of other companies.
Average Daily Rate (ADR): Represents the average rate charged for renting a lodging room for one day.
Average Occupancy Rate: Represents the percentage of available rooms occupied during the period.
Comparable Basis: For 2023, represents a comparison eliminating the contribution from the Company's owned hotels and select-service management business - both of which were exited in the first half of 2022, as well as the variability in its marketing funds due to the recovery of the COVID support that the Company provided to its owners during 2020. For 2024, represents a comparison eliminating the year-over-year variability of the Company's marketing funds.
Constant Currency: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods (foreign currency translation) and the impact caused by any foreign exchange related activities (i.e., hedges, balance sheet remeasurements and/or adjustments).
Free Cash Flow: For 2023, represents net cash provided by operating activities less capital expenditures. For 2024, the Company’s definition of free cash flow was modified to reflect the add back of development advances as such outflows represent capital deployment into the business. The Company believes free cash flow to be a useful operating performance measure to it and investors. This measure helps the Company and investors evaluate its ability to generate cash beyond what is needed to fund capital expenditures, debt service and other obligations. Notwithstanding cash on hand and incremental borrowing capacity, free cash flow reflects the Company’s ability to grow its business through investments and acquisitions, as well as its ability to return cash to shareholders through dividends and share repurchases or even to delever. Free cash flow is not a representation of how the Company will use excess cash. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating Wyndham Hotels is that free cash flow does not represent the total cash movement for the period as detailed in the condensed consolidated statement of cash flows.
Free Cash Flow Conversion Rate: Represents the percentage of adjusted EBITDA that is converted to free cash flow and provides insights into how efficiently the Company is able to turn profits into cash available for use, such as for investments, debt reduction, dividends or share repurchases.
Net Debt Leverage Ratio: Calculated by dividing total debt less cash and cash equivalents by trailing twelve months adjusted EBITDA.
Number of Rooms: Represents the number of rooms at the end of the period which are (i) either under franchise and/or management agreements or Company-owned and (ii) properties under affiliation agreements for which we receive a fee for reservation and/or other services provided.
RevPAR: Represents revenue per available room and is calculated by multiplying average occupancy rate by ADR.
Royalty Rate: Represents the average royalty rate earned on our franchised properties and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues.