Wyndham Hotels & Resorts, Inc.: Form 10-Q for the period ended Jun 30, 2025

(Unless otherwise noted, all amounts are in millions, except share and per share amounts)

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements related to our views and expectations regarding our strategy and the performance of our business, our financial results, our liquidity and capital resources, share repurchases and dividends. Forward-looking statements are any statements other than statements of historical fact, including 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,” “predict,” “intend,” “goal,” “future,” “forward,” “remain,” “confident,” “outlook,” “guidance,” “target,” “objective,” “estimate,” “projection” and similar words or expressions, including the negative version of such words and expressions. Such 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, including inflation, higher interest rates and potential recessionary pressures, which may impact decisions by consumers and businesses to use travel accommodations; global trade disputes, including with China; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; our relationships with franchisees; the impact of war, terrorist activity, political instability or political strife, including the ongoing conflicts between Russia and Ukraine and conflicts in the Middle East, respectively; global or regional health crises or pandemics including the resulting impact on our business operations, financial results, cash flows and liquidity, as well as the impact on our franchisees, guests and team members, the hospitality industry and overall demand for and restrictions on travel; 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 any subsequent reports filed with the SEC. These risks and uncertainties are not the only ones we may face and additional risks may arise or become material in the future. 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, except as required by law.

We may use our website and social media channels as 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 https://investor.wyndhamhotels.com or on our social media channels, including the Company's LinkedIn account which can currently be accessed at https://www.linkedin.com/company/wyndhamhotels. Accordingly, investors should monitor this section of our website and our social media channels in addition to following our press releases, filings submitted with the SEC and any public conference calls or webcasts.

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

BUSINESS AND OVERVIEW

The Company is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in approximately 100 countries around the world.

Our primary segment is hotel franchising which principally consists of licensing our lodging brands and providing related services to third-party hotel owners and others.

RESULTS OF OPERATIONS

Discussed below are our key operating statistics, consolidated results of operations and the results of operations for our reportable segment. The reportable segment presented below represents our operating segment 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 segment, we also consider the nature of services provided by our operating segment.

Management evaluates the operating results of our reportable segment based upon net revenues and adjusted EBITDA. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are 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, 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 reported on a consolidated basis, whereas Hotel Franchising adjusted EBITDA and Corporate adjusted EBITDA are reported at a segment level. We believe that Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are useful measures of performance 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. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are not recognized terms 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 Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and 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.

OPERATING STATISTICS

As part of a recent operational review, we identified violations of our Super 8 master license agreement in China and issued a notice of default to the master licensee. Given the operational challenges of obtaining accurate information from this master licensee and the uncertain outcome of this compliance process, beginning this quarter, we have revised our reporting methodology to exclude the impact of all rooms (approximately 67,300 rooms as of March 31, 2025) under this master license agreement from our reported system size, RevPAR and royalty rate, and corresponding growth metrics. Our financial results will continue to reflect fees due from the Super 8 master license in China, which contributed less than $3 million to our full-year 2024 consolidated adjusted EBITDA.

The table below presents our operating statistics for the three and six months ended June 30, 2025 and 2024. “Rooms” represent the number of rooms at the end of the period which are (i) either under franchise and/or management agreements, excluding all rooms associated with our Super 8 master licensee in China, and (ii) properties under affiliation agreements for which we receive a fee for reservation and/or other services provided. “RevPAR” represents revenue per available franchised and managed 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 rooms 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.

(a) Amounts have been recasted to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform with current year presentation. See below for prior year reported amounts:

(b) Excluding currency effects, international RevPAR increased 1% and global RevPAR decreased 3%.

(c) Excluding currency effects, international RevPAR increased 2% and global RevPAR decreased 1%.

(d) Amounts may not recalculate due to rounding.

Rooms grew 4% compared to the prior year, driven by 1% growth in the U.S. and 8% growth internationally. These results included 3% growth in the higher RevPAR midscale and above segments in the U.S., along with 5% combined growth in our higher RevPAR EMEA and Latin America regions.

Excluding currency effects, global RevPAR for the three months ended June 30, 2025 decreased 3% compared to the prior year period, reflecting a decline of 4% in the U.S. and 1% growth internationally. In the U.S., second quarter results included approximately 150 basis points of unfavorable impacts from the timing of the Easter holiday and the 2024 solar eclipse. Excluding these impacts, our U.S. RevPAR declined approximately 2.3% year-over-year, driven by softer demand, partially offset by a modest increase in pricing. Internationally, RevPAR results were driven by continued pricing power, offset by a decline in occupancy. We continued to see strong performance in our EMEA and Latin America regions, with year-over-year growth of 7% and 18%, respectively, reflecting robust pricing power in both regions. Our Canada region grew RevPAR by 7% reflecting increased room nights from Canadian guests. In China, RevPAR decreased 8% year-over-year reflecting a decline in occupancy and continued pricing pressure.

Excluding currency effects, global RevPAR for the six months ended June 30, 2025 decreased 1% compared to the prior year period, reflecting a decline of 1% in the U.S. and 2% growth internationally. In the U.S., the RevPAR decline was driven by lower occupancy. Internationally, RevPAR growth was driven by continued pricing power in our Latin America and EMEA regions.

THREE MONTHS ENDED JUNE 30, 2025 VS. THREE MONTHS ENDED JUNE 30, 2024

Net revenues for the three months ended June 30, 2025 increased $30 million, or 8%, compared to the prior-year period, primarily driven by:

• $15 million of higher marketing, reservation and loyalty revenues primarily due to higher pass-through revenues associated with our global franchisee conference in May;
• $13 million of higher ancillary revenues primarily driven by higher credit card and partnership fees; and
• $3 million of higher royalty and franchise fees primarily due to the impact of net room growth, royalty rate expansion and higher franchisee fees, partially offset by lower RevPAR.

Total expenses for the three months ended June 30, 2025 increased $25 million, or 11%, compared to the prior year period, primarily driven by:

• the absence of a $12 million benefit in connection with the reversal of a spin-off related matter;
• $8 million of higher operating expenses primarily due to the absence of a benefit from insurance recoveries and costs associated with growth in our credit card program;
• $7 million of higher marketing, reservation and loyalty expenses primarily due to higher pass-through expenses associated with our global franchisee conference in May, partially offset by timing of spend; and
• $6 million of higher restructuring costs; partially offset by
• $4 million of lower transaction-related expenses due to costs associated with the failed hostile takeover attempt in 2024.

During second quarter 2025, marketing, reservation and loyalty revenues of $165 million exceeded marketing, reservation and loyalty expenses of $162 million by $3 million; while in second quarter 2024, marketing, reservation and loyalty expenses of $155 million exceeded marketing, reservation and loyalty revenues of $150 million by $5 million.

Interest expense, net for the three months ended June 30, 2025 increased $4 million, or 13%, compared to the prior-year period, primarily due to a higher average debt balance and average interest rate on our term loan B.

Early extinguishment of debt was $3 million for the three months ended June 30, 2024 related to the repricing of our term loan B.

Our effective tax rates were 25.0% and 23.2% during the three months ended June 30, 2025 and 2024, respectively. During 2024, the effective tax rate was lower primarily as a result of the non-taxable reversal of a separation-related reserve.

As a result of these items, net income for the three months ended June 30, 2025 increased $1 million compared to the prior-year period.

A reconciliation of net income to adjusted EBITDA is represented below:

Following is a discussion of the results of our Hotel Franchising segment and Corporate for the three months ended June 30, 2025 compared to the three months ended June 30, 2024:

Hotel Franchising

Hotel franchising net revenues increased $30 million, or 8%, compared to the prior-year period, as discussed above.

Hotel franchising adjusted EBITDA increased $19 million, or 10%, compared to the prior-year period, primarily driven by:

• $33 million of higher fee-related revenues, excluding development advance note amortization, as discussed above; partially offset by
• $7 million of higher marketing, reservation and loyalty expenses primarily due to higher pass-through expenses due to our global franchisee conference in May, partially offset by timing of spend; and
• $6 million of higher operating and general and administrative expenses primarily due to the absence of a benefit from insurance recoveries and costs associated with growth in our credit card program.

Corporate

Corporate adjusted EBITDA was unfavorable by $2 million compared to the prior-year period.

SIX MONTHS ENDED JUNE 30, 2025 VS. SIX MONTHS ENDED JUNE 30, 2024

Net revenues for the six months ended June 30, 2025 increased $42 million, or 6%, compared to the prior year period, primarily driven by;

• $18 million of higher ancillary revenues driven primarily by higher credit card and partnership fees;
• $14 million of higher marketing, reservation and loyalty revenues primarily due to higher pass-through revenues due to our global franchisee conference in May; and
• $12 million of higher royalty and franchise fees primarily due to net room growth, increased royalty rates and higher franchise fees, partially offset by lower RevPAR.

Total expenses for the six months ended June 30, 2025 decreased $25 million, or 5%, compared to the prior year period, primarily driven by;

• $45 million of lower transaction-related expenses primarily due to the failed hostile takeover attempt in 2024;
• the absence of a $12 million impairment charge incurred in 2024, primarily related to development advance notes; and
• $6 million of lower depreciation and amortization expense; partially offset by
• $15 million of higher marketing, reservation and loyalty expenses primarily due to higher pass-through expenses due to our global franchisee conference in May;
• the absence of an $11 million benefit in connection with the reversal of a spin-off related matter;
• $10 million of higher operating and general and administrative costs primarily due to the absence of a benefit from insurance recoveries and costs associated with growth in our credit card program; and
• $4 million of higher restructuring costs.

During the six months ended June 30, 2025, marketing, reservation and loyalty expenses of $300 million exceeded marketing, reservation and loyalty revenues of $281 million by $19 million; while the six months ended June 30 2024, marketing, reservation and loyalty expenses of $285 million exceeded marketing, reservation and loyalty revenues of $267 million by $18 million.

Interest expense, net for the six months ended June 30, 2025 increased $9 million, or 15%, compared to the prior year period primarily due to a higher average debt balance and average interest rate on our term loan B.

Early extinguishment of debt was $3 million for six months ended June 30, 2024 related to the repricing of our term loan B.

Our effective tax rates were 23.2% and 23.3% during the six months ended June 30, 2025 and 2024, respectively.

As a result of these items, net income for the six months ended June 30, 2025 increased $47 million compared to the prior year period.

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

Following is a discussion of the results of our Hotel Franchising segment and Corporate for the six months ended June 30, 2025 compared to June 30, 2024:

Hotel Franchising

Hotel franchising net revenues for the six months ended June 30, 2025 increased $42 million compared to the prior year period as discussed above.

Hotel franchising adjusted EBITDA for the six months ended June 30, 2025 increased $22 million compared to the prior year period, primarily driven by:

• $47 million of higher fee-related revenues, excluding development advance note amortization, as discussed above; partially offset by
• $15 million of higher marketing, reservation and loyalty expenses primarily due to higher pass-through expenses due to our global franchisee conference in May; and
• $8 million of higher operating and general and administrative expenses primarily due to the absence of a benefit from insurance recoveries and costs associated with growth in our credit card program.

Corporate

Corporate adjusted EBITDA was flat compared to the prior year period.

DEVELOPMENT

On June 30, 2025, our global development pipeline consisted of approximately 2,150 hotels and 255,000 rooms, representing another record-high level and a 5% year-over-year increase, including 6% growth in the U.S. and 4% internationally. Approximately 70% of our pipeline is in the midscale and above segments, which grew 5% year-over-year, and 17% is in the extended stay segment. Approximately 58% of our pipeline is international. Additionally, approximately 76% of our pipeline is new construction, of which approximately 35% has broken ground. During the second quarter of 2025, we awarded 229 new contracts, an increase of 40% year-over-year.

RESTRUCTURING

During the second quarter of 2025, the Company approved a restructuring plan focused on streamlining our organizational structure, primarily within our marketing, reservation and loyalty functions. As a result, during the three and six months ended June 30, 2025, we incurred $13 million of restructuring expenses, primarily in our Hotel Franchising segment and impacting a total of 156 employees. Such expenses included $8 million related to the closure of a leased call center facility in Canada, of which $3 million were personnel-related and impacting 69 employees. We expect that annualized savings realized will be approximately $15 million primarily in marketing, reservation and loyalty expenses which will be reinvested for other revenue-generating activities.

During the first quarter of 2024, the Company approved a restructuring plan focused on enhancing our organizational efficiency. As a result, during the three and six months ended June 30, 2024, we incurred $7 million and $9 million, respectively, of restructuring expenses, all of which were personnel-related and primarily in our Hotel Franchising segment. Such plan resulted in a reduction of 135 employees in full year 2024. The following table presents activity for both plans for the six months ended June 30, 2025:

(a) Reported within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

(b) Reported within accrued expenses and other current liabilities of $10 million and other non-current liabilities of $3 million as of June 30, 2025 on the Condensed Consolidated Balance Sheets.

The following table presents activity for the six months ended June 30, 2024:

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

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Total assets increased $75 million from December 31, 2024 to June 30, 2025 primarily related to an increase in accounts receivable due to seasonality and increased development advance notes and loan receivables in support of our growth strategy. Total liabilities increased $155 million from December 31, 2024 to June 30, 2025 primarily related to a $114 million increase in our outstanding debt and an increase in deferred revenues in connection with our co-branded credit card program. Total equity decreased $80 million from December 31, 2024 to June 30, 2025 primarily due to $153 million of stock repurchases and $64 million of dividends declared, partially offset by our net income.

Liquidity and Capital Resources

Historically, our business generates sufficient cash flow to not only support current operations, future growth initiatives and dividend payments to stockholders, while also enabling us to create additional value for our stockholders in the form of share repurchases.

As of June 30, 2025, our liquidity approximated $580 million. Given the minimal capital needs and flexible cost structure of our business, 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 June 30, 2025, we were in compliance with the financial covenants of our credit agreement and expect to remain in such compliance. As of June 30, 2025, we had a term loan B with a principal outstanding balance of $1.5 billion maturing in 2030, a term loan A with a principal outstanding balance of $352 million maturing in 2027, $500 million senior unsecured notes due in August 2028 and a five-year revolving credit facility maturing in 2027 with a maximum aggregate principal amount of $750 million, of which $221 million was outstanding.

The interest rate per annum applicable to our term loan B is equal to, at our option, either a base rate plus an applicable rate of 0.75% or the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate of 1.75%. Our revolving credit facility and term loan A are 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 SOFR plus a 0.10% SOFR adjustment, plus a margin ranging from 1.50% to 2.00%, in either case based upon our total leverage ratio and the total leverage of our restricted subsidiaries. As of June 30, 2025, the margin on our term loan A was 1.75%.

As of June 30, 2025, we had pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.4 billion, effectively representing nearly 95% of the outstanding amount of our term loan B. The interest rate swaps have weighted average fixed rates (plus applicable spreads) ranging from 3.31% to 3.84% based on various effective dates for each of the swap agreements, with $475 million expiring in the fourth quarter of 2027, $600 million of swaps that expire in the second quarter of 2028 and $350 million expiring in the third quarter of 2028.

As of June 30, 2025, our credit rating was Ba1 from Moody’s Investors Service and BB+ from both Standard and Poor’s Rating Agency and Fitch Ratings. 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.

CASH FLOW

The following table summarizes the changes in cash, cash equivalents and restricted cash during the six months ended June 30, 2025 and 2024:

Net cash provided by operating activities increased $52 million compared to the prior-year period primarily due to the absence of payments made associated with defending a hostile takeover attempt in 2024.

Net cash used in investing activities increased $40 million compared to the prior-year period primarily due to an increase in cash used for loans in connection with development activities.

Net cash used in financing activities increased $90 million compared to the prior-year period primarily due to a reduction in net debt borrowings, partially offset by $33 million of lower stock repurchases.

Capital Deployment

Our first priority is to invest in the business to support long-term growth and enhance our competitive position. This includes deploying capital to attract high quality assets into our system, funding select technology initiatives aligned with our strategic objectives, supporting brand refresh programs that improve quality and protect brand equity, and pursuing acquisitions or similar transactions that are accretive and strategically enhancing to our business. We also expect to maintain a regular dividend payment. Excess cash generated beyond these needs is expected to be available for enhanced stockholder return in the form of stock repurchases.

During the six months ended June 30, 2025, we invested $19 million on capital expenditures primarily related to information technology, including digital innovation. For 2025, we anticipate total capital expenditures of approximately $40-45 million.

In addition, we deployed $51 million during the quarter in development advance notes (net of repayments) and expect to invest approximately $110 million for 2025. These investments play a crucial role in attracting higher fee-per-available-room (“FeePAR”) hotels into our system, strengthening our portfolio with more premium properties. We may also offer other forms of financial support, such as enhanced credit support, to drive our business growth and increase our competitive position.

We also spent $52 million on loans to franchisees during the six months ended June 30, 2025 to support hotel development activities.

We have outstanding development advance notes, loans and accounts receivables with a large franchisee that is currently negotiating a credit facility with lenders. If the franchisee is unable to finalize its credit facility, it could encounter liquidity issues and require us to pursue the guarantees and collateral securing the development advance notes, loans and accounts receivables and impact the recoverability of a portion of our assets.

We expect all our cash needs to be funded from cash on hand, cash generated through operations, and/or availability under our revolving credit facility.

Stock Repurchase 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. Our Board has increased the capacity of the program by $300 million in 2019, $800 million in 2022, $400 million in 2023 and $400 million in 2024. 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.

Under our current stock repurchase program, we repurchased approximately 1.7 million shares at an average price of $88.73 for a cost of $153 million during the six months ended June 30, 2025. As of June 30, 2025, we had $386 million of remaining availability under our program.

Dividend Policy

We declared cash dividends of $0.41 per share in the first and second quarters of 2025 ($64 million in aggregate).

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 June 30, 2025, our first-lien leverage ratio was 2.9 times.

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.

As of June 30, 2025, we were in compliance 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 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 June 30, 2025, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $8 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 10 - 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 2024 Consolidated 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.

We use various financial instruments, including interest swap contracts, to reduce the interest rate risk related to our debt. We also use foreign currency forwards to manage and reduce the foreign currency exchange rate risk associated with our foreign currency denominated receivables and payables, forecasted royalties, forecasted earnings and cash flows of foreign subsidiaries and other transactions.

We are exclusively an end user of these instruments, which are commonly referred to as derivatives. We do not engage in trading, market making or other speculative activities in the derivatives markets. More detailed information about these financial instruments is provided in Note 9 - Fair Value to the Condensed Consolidated Financial Statements. Our principal market exposures are interest rate and currency exchange rate risks.

We assess our exposures to changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest rates. Our variable-rate borrowings, which include our term loan, a portion of which has been swapped to a fixed interest rate, and any borrowings we make under our revolving credit facility, expose us to risks caused by fluctuations in the applicable interest rates. The total outstanding balance of such variable-rate borrowings, net of swaps, was $680 million as of June 30, 2025. A hypothetical 10% change in our effective weighted average interest rate on our variable-rate borrowings would result in a $3 million increase or decrease to our annual long-term debt interest expense, and a one-point change in the underlying interest rates would result in approximately a $7 million increase or decrease in our annual interest expense.

The fair values of cash and cash equivalents, trade and notes receivables, accounts payable and accrued expenses and other current liabilities approximate their carrying values due to the short-term nature of these assets and liabilities. The carrying amounts of loans receivables, primarily included in other non-current assets in the Condensed Consolidated Balance Sheets, approximate fair value as the interest rates on such notes are comparable to market rates.

We have foreign currency rate exposure to exchange rate fluctuations worldwide, particularly with respect to the Canadian Dollar, Chinese Yuan, Euro, Brazilian Real, British Pound and Argentine Peso. We anticipate that such foreign currency exchange rate risk will remain a market risk exposure for the foreseeable future.

We use a current market pricing model to assess the changes in the value of our foreign currency derivatives used by us to hedge underlying exposure that primarily consists of our non-functional-currency current assets and liabilities. The primary assumption used in these models is a hypothetical 10% weakening or strengthening of the U.S. dollar against all our currency exposures as of June 30, 2025. The gains and losses on the hedging instruments are largely offset by the gains and losses on the underlying assets, liabilities or expected cash flows. As of June 30, 2025, the absolute notional amount of our outstanding foreign exchange hedging instruments was $302 million. We have determined through such analyses that a hypothetical 10% change in foreign currency exchange rates would have resulted in approximately a $10 million increase or decrease to the fair value of our outstanding forward foreign currency exchange contracts, which would generally be offset by an opposite effect on the underlying exposure being economically hedged.

Argentina is considered to be a highly inflationary economy. As of June 30, 2025, we had total net exposure in Argentina relating to foreign currency of approximately $8 million. We incurred $1 million of foreign currency exchange losses and immaterial gains during the six months ended June 30, 2025 and 2024, respectively.

Our total market risk is influenced by a wide variety of factors including the volatility present within the markets and the liquidity of the markets. There are certain limitations inherent in the sensitivity analyses presented. While probably the most meaningful analysis, these “shock tests” are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled.

(a) Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13(a)-15(e) of the Exchange Act). Based on such evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

(b) Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of June 30, 2025, we utilized the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Annual Report”), filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.