WYNDHAM HOTELS & RESORTS, INC. Management report and analysis of the financial situation and operating results. (Unless otherwise indicated, all amounts are in millions except per share and per share amounts) (Form 10-Q)

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Forward-looking statements

This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended.
These statements include, but are not limited to, statements related to our
expectations regarding our strategy and the performance of our business, our
financial results, our liquidity and capital resources, share repurchases and
dividends and other non-historical statements. Forward-looking statements
include those that convey management's expectations as to the future based on
plans, estimates and projections at the time we make 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 report.

Factors that could cause actual results to differ materially from those in the
forward-looking statements include without limitation general economic
conditions; the continuation or worsening of the effects from the coronavirus
pandemic, ("COVID-19"); its scope, duration, resurgence and impact on our
business operations, financial results, cash flows and liquidity, as well as the
impact on our franchisees and property owners, guests and team members, the
hospitality industry and overall demand for and restrictions on travel; the
success of our mitigation efforts in response to COVID-19; our continued
performance during the recovery from COVID-19, and any resurgence or mutations
of the virus; actions governments, businesses and individuals take in response
to the pandemic, including stay-in-place directives (including for instance,
quarantine and isolation guidelines and mandates), safety mitigation guidance,
as well as the timing, availability and adoption rate of vaccinations, booster
shots and other treatments for COVID-19; concerns with or threats of other
pandemics, contagious diseases or health epidemics, including the effects of
COVID-19; the performance of the financial and credit markets; the
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economic environment for the hospitality industry; operating risks associated
with the hotel franchising and management businesses; our relationships with
franchisees and property owners; the impact of war, terrorist activity,
political instability or political strife; risks related to restructuring or
strategic initiatives; 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 our 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 our most recent Annual Report on
  Form 10-K   filed with the U.S. Securities and Exchange Commission (the "SEC")
and subsequent reports filed with the SEC. The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, subsequent events or otherwise.

We may use our website as a means of disclosing material non-public information
and for complying with our disclosure obligations under Regulation FD.
Disclosures of this nature will be included on our website in the "Investors"
section, which can currently be accessed at www.investor.wyndhamhotels.com.
Accordingly, investors should monitor this section of our website in addition to
following our press releases, filings submitted with the SEC and any public
conference calls or webcasts.

References here at “Wyndham Hotels”, the “Company”, “we”, “us” and “our” refer to Wyndham Hotels & Resorts, Inc. and its consolidated subsidiaries.

                             BUSINESS AND OVERVIEW

Wyndham Hotels and Resorts is one of the world’s leading hotel franchisors, licensing its renowned hotel brands to hotel owners in more than 95 countries around the world.

We operate in the following segments:

Hotel franchise – licenses our lodging brands and provides related services to third party hotel owners and others.

hotel management – provides hotel management services for full-service hotels.


                             RESULTS OF OPERATIONS


Discussed below are our key operating statistics, consolidated results of
operations and the results of operations for each of our reportable segments.
The reportable segments presented below represent our operating segments for
which discrete financial information is available and used on a regular basis by
our chief operating decision maker to assess performance and to 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. Adjusted EBITDA is defined as net income/(loss) excluding net
interest expense, depreciation and amortization, early extinguishment of debt
charges, impairment charges, restructuring and related charges, contract
termination costs, transaction-related items (acquisition-, disposition- or
separation-related), gain/(loss) on asset sale, foreign currency impacts of
highly inflationary countries, stock-based compensation expense, income taxes
and development advance notes amortization. We believe that adjusted EBITDA is a
useful measure of performance for our segments and, when considered with U.S.
Generally Accepted Accounting Principles ("GAAP") measures, gives 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. Adjusted EBITDA is not a
recognized term under U.S. GAAP and should not be considered as an alternative
to net income or other measures of financial performance or liquidity derived in
accordance with U.S. GAAP. Our presentation of adjusted EBITDA may not be
comparable to similarly-titled measures used by other companies.

We generate royalties and franchise fees, management fees and other revenues
from hotel franchising and hotel management activities, as well as fees from
licensing our "Wyndham" trademark, certain other trademarks and intellectual
property. In addition, pursuant to our franchise and management contracts with
third-party hotel owners, we generate marketing, reservation and loyalty fee
revenues and cost reimbursement revenues that over time are offset,
respectively, by the marketing, reservation and loyalty costs and property
operating costs that we incur.


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                             OPERATING STATISTICS


The table below presents our operating statistics for the three months ended
March 31, 2022 and 2021. "Rooms" represent the number of hotel rooms at the end
of the period which are either under franchise and/or management agreements, or
are Company-owned, and 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 average daily rate. "Average 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. These operating statistics are drivers of
our revenues and therefore provide an enhanced understanding of our business.
Refer to the section below for a discussion as to how these operating statistics
affected our business for the periods presented.

                                            As of March 31,
                                    2022                          2021        % Change
Rooms
United States                           491,900                   486,000             1%
International                           321,400                   311,200             3%
Total rooms                             813,300                   797,200             2%

                                     Three Months Ended March 31,
                                    2022                          2021         Change
RevPAR
United States                 $       42.11                    $ 30.62               38%
International (a)                     21.95                      15.83               39%
Global RevPAR (a)                     34.06                      24.90               37%
Average Royalty Rate
United States                           4.6   %                    4.6  %              -
International                           2.3   %                    2.0  %         30 bps
Global average royalty rate             4.0   %                    4.0  %              -


______________________

(a) Excluding currency effects, international RevPAR increased by 46% and global RevPAR by 39%.

From March 31, 2022rooms increased by 2% over the previous year, reflecting growth of 120 basis points WE and 330 basis points of international growth. These increases include strong growth in both the mid and upper segments Higher RevPAR in the WE and direct franchise activity in Chinawhich increased by 6% and 12% respectively.

Excluding currency effects, global RevPAR for the three months ended March 31,
2022 increased 39% compared to the prior year period, including 38% growth in
the U.S. and 46% internationally. The increase was driven by approximately
two-thirds of stronger pricing power and one-third from higher occupancy levels.


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    THREE MONTHS ENDED MARCH 31, 2022 VS. THREE MONTHS ENDED MARCH 31, 2021


                                                  Three Months Ended March 31,
                                                     2022                 2021              Change              % Change
Revenues
Fee-related and other revenues                $           316          $    232          $      84                     36  %
Cost reimbursement revenues                                55                71                (16)                   (23  %)
Net revenues                                              371               303                 68                     22  %
Expenses
Marketing, reservation and loyalty expense                104                92                 12                     13  %
Cost reimbursement expense                                 55                71                (16)                   (23  %)
Gain on asset sale                                        (36)                -                (36)                       n/a
Other expenses                                             88                77                 11                     14  %
Total expenses                                            211               240                (29)                   (12  %)
Operating income                                          160                63                 97                    154  %
Interest expense, net                                      20                28                 (8)                   (29  %)

Income before income taxes                                140                35                105                    300  %
Provision for income taxes                                 34                11                 23                    209  %
Net income                                    $           106          $     24          $      82                    342  %


Net income for the three months ended March 31, 2022 increased $68 millionor 22%, compared to the prior year period, mainly due to:

•$32 million in higher royalties and franchise fees primarily due to higher RevPAR;

•$26 million higher marketing, booking and retention expenses, primarily reflecting higher RevPAR; and

•$16 million of higher management and other fees primarily reflecting the RevPAR
increase and strong operating performance at our owned hotels; partially offset
by

• $16 million of lower cost reimbursement revenue in our hotel management businesses due to Core Point Hosting asset disposals and the finalization of the exit from our hotel management business with select services.

Total expenses for the three months ended March 31, 2022 decreases $29 millionor 12%, compared to the prior year period, mainly due to:

• a $36 million gain related to the sale of our owned hotel Wyndham Grand Bonnet Creek Resort in March 2022; and

• $16 million of lower cost reimbursement expenses consistent with the revenue decline discussed above; partially offset by

•$12 million higher marketing, reservation and loyalty expenses mainly due to higher marketing revenues; and

•$8 million of higher operating expenses, primarily associated with higher volume-related expenses at our owned hotels.

Interest expense, net for the three months ended March 31, 2022 decreased $8
million, or 29%, compared to the prior-year period as a result of the redemption
of our $500 million senior notes in April 2021.

Our effective tax rates were 24.3% and 31.4% during the three months ended March
31, 2022 and 2021, respectively. During 2022, the lower effective tax rate was
primarily related to a higher tax benefit associated with stock based
compensation. During 2021, the higher effective tax rate was primarily related
to the remeasurement of net deferred tax liabilities as a result of changes in
certain state tax rates and non-deductible separation costs.

As a result of these items, net earnings for the three months ended March 31, 2022increased $82 million compared to the period of the previous year.

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The table below is a reconciliation of net earnings to adjusted EBITDA.

                                                                       Three Months Ended March 31,
                                                                        2022                    2021
Net income                                                      $             106          $         24
Provision for income taxes                                                     34                    11
Depreciation and amortization                                                  24                    24
Interest expense, net                                                          20                    28

Stock-based compensation expense                                                8                     5
Development advance notes amortization                                          3                     2
Gain on asset sale                                                            (36)                    -
Separation-related expenses                                                     -                     2

Foreign currency impact of highly inflationary countries                        -                     1
Adjusted EBITDA                                                 $             159          $         97



Following is a discussion of the results of each of our segments and Corporate
and Other for the three months ended March 31, 2022 compared to the three months
ended March 31, 2021:

                          Net Revenues                            Adjusted EBITDA
                        2022        2021       % Change           2022           2021       % Change
Hotel Franchising     $   272      $ 209              30%    $    155           $ 105             48%
Hotel Management           99         94               5%          20               5         300  %
Corporate and Other         -          -              n/a         (16)            (13)        (23  %)
Total Company         $   371      $ 303              22%    $    159           $  97             64%



Hotel Franchising

                             Three Months Ended March 31,
                                  2022                    2021        % Change
Total rooms                 793,200                     748,700               6%
Global RevPAR (a)    $        33.08                    $  24.02              38%

______________________

(a) Excluding currency effects, overall RevPAR increased by 40%.

Rooms increased 6% from the prior year period primarily due to U.S openings and
the conversion of managed properties to franchise due to the completion of the
exit from our select-service hotel management business.

Excluding currency effects, global RevPAR increased by 40% compared to the prior year period due to a 38% increase in WE and a 45% increase internationally.

Net income increased $63 millionor 30%, compared to the first quarter of 2021, mainly thanks to the increase in RevPAR which resulted in:

•$28 million in higher royalties and franchise fees; and

• $26 million in increased marketing, booking and loyalty revenues.

Adjusted EBITDA increased $50 millionor 48%, compared to the first quarter of 2021, mainly due to the revenue increases described above, partially offset by $13 million higher expenses mainly due to higher marketing, booking and loyalty expenses.

Hotel Management

                            Three Months Ended March 31,
                                  2022                   2021        % Change
Total rooms                  20,100                     48,500            (59%)
Global RevPAR (a)    $        56.55                    $ 38.17              48%


______________________

(a) Excluding currency effects, overall RevPAR increased by 49%.

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The number of rooms decreased by 59% compared to the previous year period, due to Core Point Hosting asset sales and the conversion of managed properties to franchises due to the finalization of the exit from our limited service hotel management business.

Global RevPAR increased by 48% compared to the prior year period, mainly due to a 63% increase in WE RevPAR and 48% in international RevPAR.

Net income increased $5 millionor 5%, compared to the prior year period, mainly due to:

• $17 million in revenue from owned hotels due to improved operating performance; and

• $4 million in higher termination fees primarily due to CPLG asset sales; partially offset by

• $16 million of lower cost reimbursement revenue, as noted above, which had no impact on adjusted EBITDA.

Adjusted EBITDA increased $15 millioncompared to the prior year period, mainly due to the revenue increases described above (excluding cost reimbursements), partially offset by $7 million higher volume-related expenses related to our owned hotels.

Businesses and others

Adjusted EBITDA was unfavorable by $3 million compared to the prior year period, mainly due to higher general and administrative expenses.

                                  DEVELOPMENT


We awarded 165 new contracts this quarter, including 50 new construction
projects for our new extended-stay brand, compared to 112 in the first quarter
2021. On March 31, 2022, our global development pipeline consisted of
approximately 1,600 hotels and approximately 204,000 rooms. Our pipeline grew 9%
year-over-year, including 12% domestically and 7% internationally. Approximately
63% of our development pipeline is international and 79% is new construction, of
which approximately 35% has broken ground. Approximately 80% of our global
development pipeline is in the midscale and above segments, including nearly 70%
in the U.S.

             FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES


Financial Condition

                               March 31, 2022      December 31, 2021       Change
Total assets                  $        4,292      $            4,269      $    23
Total liabilities                      3,133                   3,180          (47)
Total stockholders' equity             1,159                   1,089           70



Total assets increased $23 million from December 31, 2021 to March 31, 2022
primarily due to an increase in cash as a result of $202 million in net proceeds
from asset sales, partially offset by an $87 million reduction in assets held
for sale due to the completed sale of our owned hotel Wyndham Grand Bonnet Creek
Resort and an $84 million reduction in intangible assets related to CorePoint.
Total liabilities decreased $47 million from December 31, 2021 to March 31, 2022
primarily due to a reduction in deferred income taxes and in the value of our
interest rate swap. Total equity increased $70 million from December 31, 2021 to
March 31, 2022 primarily due to our net income for the period, partially offset
by $38 million of stock repurchases and $30 million of dividends.

Cash and capital resources

Historically, our business generates sufficient cash flow to not only support
our current operations as well as our future growth needs and dividend payments
to our stockholders, but also to create additional value for our stockholders in
the form of share repurchases or business investment.

As of March 31, 2022, our liquidity approximated $1.2 billion. Given the minimal
capital needs of our business, the flexible cost infrastructure and the
mitigation measures taken, we believe that our existing cash, cash equivalents,
cash generated through operations and our expected access to financing
facilities, together with funding through our revolving credit facility, will be
sufficient to fund our operating activities, anticipated capital expenditures
and growth needs. As of March 31, 2022, we were in compliance with the financial
covenants of our credit agreement and expect to remain in such

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compliance with no additional waivers or amendments required. As of March 31,
2022, we had a term loan with an aggregate principal amount of $1.5 billion
maturing in 2025 and a five-year revolving credit facility maturing in 2023 with
a maximum aggregate principal amount of $750 million, of which none was
outstanding and $9 million was allocated to outstanding letters of credit. The
interest rate per annum applicable to our term loan is equal to, at our option,
either a base rate plus a margin of 0.75% or LIBOR plus a margin of 1.75%.

Our revolving credit facility is subject to an interest rate per annum equal to,
at our option, either a base rate plus a margin ranging from 0.50% to 1.00% or
LIBOR plus a margin ranging from 1.50% to 2.00%, in either case based upon the
total leverage ratio of the Company and its restricted subsidiaries.

In April 2022, we amended our $750 million revolving credit facility, extending
the maturity from May 2023 to April 2027 on similar terms as the previous
facility, and issued a new $400 million senior secured term loan A facility,
which matures in April 2027. The proceeds from the term loan A were used to
repay a portion of our existing $1.5 billion term loan facility, which is
scheduled to mature in May 2025. There was no increase in rates from the
existing $1.5 billion term loan facility to the new term loan A.

As of March 31, 2022, $1.1 billion of our term loan is hedged with
pay-fixed/receive-variable interest rate swaps hedging our term loan interest
rate exposure. The aggregate fair value of these interest rate swaps was an $18
million asset as of March 31, 2022.

The Federal Reserve has established the Alternative Reference Rates Committee to
identify alternative reference rates for when the U.S. dollar LIBOR ceases to
exist after June 2023. Our credit facility, which includes our revolving credit
facility and term loan, gives us the option to use LIBOR as a base rate and our
interest rate swaps are based on the one-month U.S. dollar LIBOR rate. In the
event that LIBOR is no longer published, the credit facility allows us and the
administrative agent of the facility to replace LIBOR with an alternative
benchmark rate, subject to the right of the majority of the lenders to object
thereto. In April 2022 we amended and extended the revolving credit portion of
the credit facility and the Secured Overnight Funding Rate ("SOFR") will be
utilized as the new benchmark rate. In addition, the International Swaps and
Derivatives Association issued protocols to allow swap parties to amend their
existing contracts, though the Company's existing swaps will continue to
reference LIBOR for the foreseeable future.

As of March 31, 2022, our credit rating was Ba1 from Moody's Investors Service
and BB+ from Standard and Poor's Rating Agency. A credit rating is not a
recommendation to buy, sell or hold securities and is subject to revision or
withdrawal by the assigning rating organization. Reference in this report to any
such credit rating is intended for the limited purpose of discussing or
referring to aspects of our liquidity and of our costs of funds. Any reference
to a credit rating is not intended to be any guarantee or assurance of, nor
should there be any undue reliance upon, any credit rating or change in credit
rating, nor is any such reference intended as any inference concerning future
performance, future liquidity or any future credit rating.

Our liquidity and access to capital may be impacted by our credit ratings,
financial performance and global credit market conditions. We believe that our
existing cash, cash equivalents, cash generated through operations and our
expected access to financing facilities, together with funding through our
revolving credit facility, will be sufficient to fund our operating activities,
anticipated capital expenditures and growth needs.

                                   CASH FLOW

The following table summarizes the changes in cash, cash equivalents and restricted cash during the three months ended March 31, 2022 and 2021:

                                                                     Three Months Ended March 31,
                                                               2022               2021            Change
Cash provided by/(used in)
Operating activities                                       $      135          $    64          $     71
Investing activities                                              192               (5)              197
Financing activities                                              (82)             (21)              (61)

Net change in cash, cash equivalents and restricted cash $245

$38 $207

Net cash from operating activities increased $71 million compared to the prior year period, primarily due to higher net income in 2022 as well as favorable collections experience and working capital management.



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Net cash provided by investing activities increased $197 million compared to the
prior-year period primarily due to the proceeds from the sale of the Wyndham
Grand Bonnet Creek Resort and the termination fee received from CPLG in
connection with the exit of our select-service management business in the first
quarter of 2022.

Net cash used in financing activities increased $61 million compared to the prior year period mainly due to $39 million of share buybacks and an increase of $15 million in dividends.

Capital deployment

Our first priority is to invest in the business. This includes deploying capital
to attract high quality assets into our system, investing in select technology
improvements across our business that further our strategic objectives and
competitive position, brand refresh programs to improve quality and protect
brand equity, business acquisitions that are accretive and strategically
enhancing to our business, and/or other strategic initiatives. We also expect to
maintain a regular dividend payment. Excess cash generated beyond these needs
would be available for enhanced stockholder return in the form of stock
repurchases.

In the three months ended March 31, 2022we spent $10 million on capital expenditures, mainly related to information technology. In 2022, we expect to spend approximately $40 million on capital expenditure.

In addition, during the three months ended March 31, 2022, we spent $7 million
on development advance notes. During 2022, we anticipate spending approximately
$55 million on development advance notes. We may also provide other forms of
financial support such as enhanced credit support to further assist in the
growth of our business.

We expect that all of our cash requirements will be funded from cash and cash generated from operations, and/or availability under our revolving credit facility.

Share buyback program

In May 2018, our Board approved a share repurchase plan pursuant to which we
were authorized to purchase up to $300 million of our common stock. In August
2019, the Board increased the capacity of the program by $300 million and in
February 2022, increased an additional $400 million. Under the plan, we may,
from time to time, purchase our common stock through various means, including,
without limitation, open market transactions, privately negotiated transactions
or tender offers, subject to the terms of the tax matters agreement entered into
in connection with our spin-off.

Due to our confidence in our ability to generate significant cash flow, the
resiliency of our business model and the ongoing recovery of travel demand, we
resumed our share repurchase program in August of 2021. Under our current stock
repurchase program, we repurchased approximately 0.5 million shares at an
average price of $83.72 for a cost of $38 million during the three months ended
March 31, 2022. As of March 31, 2022, we had $443 million of remaining
availability under our program.

Dividend policy

We declared cash dividends of $0.32 per share in the first quarter of 2022 ($30 million in total), which is in line with our quarterly dividend per share before the pandemic.

The declaration and payment of future dividends to holders of our common stock
is at the discretion of our Board and depends upon many factors, including our
financial condition, earnings, capital requirements of our business, covenants
associated with certain debt obligations, legal requirements, regulatory
constraints, industry practice and other factors that our Board deems relevant.

                            LONG-TERM DEBT COVENANTS


Our credit facilities contain customary covenants that, among other things,
impose limitations on indebtedness; liens; mergers, consolidations, liquidations
and dissolutions; dispositions, restricted debt payments, restricted payments
and transactions with affiliates. Events of default in these credit facilities
include, among others, failure to pay interest, principal and fees when due;
breach of a covenant or warranty; acceleration of or failure to pay other debt
in excess of a threshold amount; unpaid judgments in excess of a threshold
amount, insolvency matters; and a change of control. The credit facilities
require us to comply with a financial covenant to be tested quarterly,
consisting of a maximum first-lien leverage ratio of 5.0 times. The ratio is
calculated by dividing consolidated first lien indebtedness (as defined in the
credit agreement) net of consolidated unrestricted cash as of the measurement
date by consolidated EBITDA (as defined in the credit agreement), as measured on
a trailing four-fiscal-quarter basis preceding the measurement date. As of March
31, 2022, our annualized first-lien leverage ratio was 1.8 times which was
unusually low due to the higher than normal cash balance as a result of the
proceeds from the sale of




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the Wyndham Grand Bonnet Creek Resort and the termination fee received from CPLG
in connection with the exit of our select-service management business in the
first quarter of 2022.

The indenture, as supplemented, under which the senior notes due 2028 were
issued, contains covenants that limit, among other things, our ability and that
of certain of our subsidiaries to (i) create liens on certain assets; (ii) enter
into sale and leaseback transactions; and (iii) merge, consolidate or sell all
or substantially all of our assets. These covenants are subject to a number of
important exceptions and qualifications.

From March 31, 2022we complied with the financial covenants described above.

                                  SEASONALITY


While the hotel industry is seasonal in nature, periods of higher revenues vary
property-by-property and performance is dependent on location and guest base.
Based on historical performance, revenues from franchise and management
contracts are generally higher in the second and third quarters than in the
first or fourth quarters due to increased leisure travel during the spring and
summer months. Our cash from operating activities may not necessarily follow the
same seasonality as our revenues and may vary due to timing of working capital
requirements and other investment activities. The seasonality of our business
may cause fluctuations in our quarterly operating results, earnings, profit
margins and cash flows. As we expand into new markets and geographical
locations, we may experience increased or different seasonality dynamics that
create fluctuations in operating results different from the fluctuations we have
experienced in the past.

                         COMMITMENTS AND CONTINGENCIES


We are involved in claims, legal and regulatory proceedings and governmental
inquiries related to our business. Litigation is inherently unpredictable and,
although we believe that our accruals are adequate and/or that we have valid
defenses in these matters, unfavorable results could occur. As such, an adverse
outcome from such proceedings for which claims are awarded in excess of the
amounts accrued, if any, could be material to us with respect to earnings and/or
cash flows in any given reporting period. As of March 31, 2022, the potential
exposure resulting from adverse outcomes of such legal proceedings could, in the
aggregate, range up to approximately $4 million in excess of recorded accruals.
However, we do not believe that the impact of such litigation should result in a
material liability to us in relation to our financial position or liquidity. For
a more detailed description of our commitments and contingencies see Note 12 -
Commitments and Contingencies to the Condensed Consolidated Financial Statements
contained in Part I, Item 1 of this report.

                         CRITICAL ACCOUNTING POLICIES


In presenting our financial statements in conformity with U.S. GAAP, we are
required to make estimates and assumptions that affect the amounts reported
therein. Several of the estimates and assumptions we are required to make relate
to matters that are inherently uncertain as they pertain to future events.
However, events that are outside of our control cannot be predicted and, as
such, they cannot be contemplated in evaluating such estimates and assumptions.
If there is a significant unfavorable change to current conditions, it could
result in a material impact to our consolidated results of operations, financial
position and liquidity. We believe that the estimates and assumptions we used
when preparing our financial statements were the most appropriate at that time.
These Condensed Consolidated Financial Statements should be read in conjunction
with our 2021 Consolidated and Combined Financial Statements included in our
most recent Annual Report on   Form 10-K   filed with the U.S. Securities and
Exchange Commission (the "SEC") and any subsequent reports filed with the SEC,
which includes a description of our critical accounting policies that involve
subjective and complex judgments that could potentially affect reported results.

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