Choice Hotels International, Inc.

Ladies and gentlemen, thank you for standing by. Welcome to Choice Hotels International's fourth quarter and full year 2023 earnings call. At this time, all lines are in listen-only mode. I will now turn the conference over to Ali Summers, Investor Relations Senior Director for Choice Hotels.

Good morning and thank you for joining us today. Before we begin, we would like to remind you that during this conference call, certain predictive or forward-looking statements will be used to assist you in understanding the company and its results. Actual results may differ materially from those indicated in forward-looking statements and you should consult the company's forms 10Q, 10K and other SEC filings for information about important risk factors affecting the company that you should consider. These forward-looking statements speak as of today's date, and we undertake no obligation to publicly update them to reflect subsequent events or circumstances. You can find a reconciliation of our non-GAAP financial measures referred to in our remarks as part of our fourth quarter and full year 2023 earnings press release, which is posted on our website at choicehotels.com under the investor relations section. This morning, Pat Patience, our President and Chief Executive Officer, will speak to our fourth quarter operating results and full year highlights, while Scott Oaksmith, Chief Financial Officer, will discuss our financial performance and 2024 outlook. Joining us also today for the Q&A portion of the call is Dom Dragozic, Executive Vice President, Operations and Chief Global Brand Officer. Following our prepared remarks, we'll be glad to answer your questions. And with that, I'll turn the call over to Pat.

Thank you, Allie, and good morning, everyone. We appreciate you taking the time to join us. 2023 was a year of accelerating growth. We delivered record financial performance as we exceeded the top end of our guidance with a 13% year-over-year increase in adjusted EBITDA to $540.5 million. a 16% year-over-year increase in adjusted EPS to $6.11, and unit growth ahead of our expectations led by our successful strategy of adding hotels that generate higher royalties per unit. In 2023, we significantly expanded our rewards program, increased our geographic reach, unlocked new value through our platform capabilities, and created step function growth through the rapid completion of the Radisson Americas integration. This positive momentum, combined with projected unit growth acceleration and supported by our superior hotel conversion capability, gives us confidence in achieving our expected adjusted EBITDA growth of 10% in 2024, which is captured in our current guidance range. I will begin today by discussing what drove our impressive fourth quarter and full year 2023 results, and then discuss our proposal to acquire Wyndham Hotels and Resorts. Because it is the growth drivers of our current business that underpin the confidence we have in our ability to unlock the significant value for shareholders, franchisees, and guests that we see in the combination with Wyndham. Our distinct growth strategy, supported by our best-in-class franchising business engine, drove adjusted full-year 2023 EBITDA 13% higher than the prior year and 45% higher than in 2019. This continues our consistent track record of delivering double-digit profitability growth year after year. We have positioned the company to build on this performance in 2024 and beyond as we continue to grow our franchise business with hotels that generate higher royalties per unit while leveraging the investments we've made in our systems to further improve the franchisees' profitability. In line with our previously communicated outlook, we expect to grow our full-year 2024 adjusted EBITDA to $590 million at the midpoint of the guidance range. Choices' strong growth is fueled by the successful execution of our key strategies, which demonstrate the versatility of our business model. We have multiple growth drivers, each uniquely contributing to our performance. These include the following. First, driving the growth of our brand portfolio, with a focus on hotels that generate higher than brand average royalties per unit. Second, increasing the velocity of hotel openings through our best-in-class hotel conversion capability, which is our distinct advantage in today's development environment. Third, expanding our geographic growth internationally, where we more than doubled our EBITDA contribution for the year. Fourth, further bolstering our platform capabilities through strategic partnerships and other ancillary revenue opportunities. And finally, creating outsized value through the successful integration of new businesses, most recently Radisson Americas. Our distinct unit growth strategy continues to deliver results and enhances the attractiveness of our brands. Since we embarked on our strategy of focusing our franchise business on more revenue-intense units six years ago, we have increased our hotel mix of higher revenue-generating hotels by eight percentage points, and they now comprise 82% of our total domestic portfolio. Importantly, we expect this mixed shift to continue to grow in the coming years. These new revenue intense franchises are more accretive to our earnings and are a key driver of our future growth. This positive trend was evident in 2023 as we exceeded our unit growth guidance. In particular, we grew the number of choice legacy domestic rooms across these more revenue intense brands by 2.4% year over year. Importantly, The new hotels we added within a brand, on average, generated royalty revenue nearly 20% higher than hotels exiting the brand. At the same time, we executed new hotel openings at an impressive pace. In the fourth quarter, we averaged eight openings per week, and this contributed to a 13% increase in openings in 2023, year over year. with 263 domestic hotel openings. In the current hotel development environment, our core competency of a best-in-class hotel conversion capability has an even greater impact. Through our superior speed to market conversion process and best-in-class franchisee support, we are able to move projects quickly through the pipeline. Of all the domestic franchise agreements we executed for conversion hotels in 2023, we opened 135 in the same year. We also expect this core competency to be a key growth driver in 2024 as developers continue to choose our brands. Specifically, as of the end of the fourth quarter, we grew our global rooms pipeline for conversion hotels by 34% year over year, and 16% quarter over quarter. In addition, 72% of the domestic agreements awarded in 2023 were for conversion hotels. We are especially pleased with the prospects for our Radisson upscale conversion brand, given that each hotel generates, on average, six times more royalty revenue than our economy portfolio. Fueling our success is our ongoing commitment to strengthening the value proposition we provide to our franchise owners, supported by significant investments in creating a best-in-class franchisee success system. In fact, over the past decade, we have more than tripled the number of rewards program members and grew the direct online contribution to our franchisees by nearly 50%. Thanks to our portfolio being more attractive, In 2023 alone, we organically grew our rewards program by 9% and increased new enrollment by 24% year over year. And those growth numbers are exclusive of the Radisson America's rewards program integration. Additionally, with our broader portfolio of hotels, we are strengthening our existing strategic partnerships. For example, we became the first AAA preferred hotel supplier that has been added in a decade, which widens our distribution network to deliver more business to franchisees. This partnership is particularly attractive given that AAA's 64 million members account for 31% of paid room nights annually across all hotel chains in North America. Existing owners recognize the increasing value of our brands and choose to remain with Choice, as seen in our industry-leading voluntary franchisee retention rate of 98%. Our franchisees also continue to choose to grow their business with Choice Hotels, as half of the franchise agreements awarded last year were with existing or returning owners. Furthermore, our brand equity is elevating. 2023 was a year where J.D. Power ranked two of our fastest growing new construction brands number one in guest satisfaction. Cambria Hotels in the upscale category and WoodSpring Suites in the economy extended stay category. Additionally, this past year, we successfully improved our guest satisfaction scores while our franchisees continue to leverage our best-in-class training tools and solutions to deliver exceptional guest experiences. Turning now to our international business, 2023 was one of Choice's most successful years for international development as the company expanded its global footprint across multiple markets. In the Scandinavian region, Choice extended its master franchise agreement with one of the largest hotel companies, for an additional 10-year term. In Spain, we secured a distribution partnership with a leading hotel chain. In France, we signed an agreement that will double CHOICE's unit footprint in the region. And in Australia, we acquired the franchise rights for a fellow PurePlay franchisor. We believe we have a significant opportunity to further gain international market share and realize additional EBITDA growth in the coming years. Moving on to our platform business, we are very encouraged by the traction we're gaining in our efforts to expand that business and our ancillary revenue growth opportunities. One example we're very pleased with is the new co-brand credit cards. This strategic partnership is a long-term tailwind given that it drives loyalty to our brands as our rewards members with credit cards stay with us on average four times as often as non-rewards members, and it delivers revenues based on cardholder spend. Since its launch, the co-brand program has exceeded expectations on new account signups and card spend. The higher quality of our portfolio is resonating not only with current guests, but also is starting to attract new guests who have not considered our brands in the past. This evolving customer base gives us the ability to continue to draw more travel and blue chip national brands as partners, such as our recent partnership with Tesla and Grubhub. We are very pleased with our successful acquisition of the Radisson Americas brands, which outperformed our underwritten expectations. The seamless and faster than anticipated integration process is now complete. In 2023, we meaningfully enhanced the performance of the existing Radisson Americas hotels, which is the first step in any successful integration. Specifically, upon integration of the digital channels through year-end, we drove over a 20% increase in domestic bookings for the Radisson Americas brands year-over-year, with particularly strong results for the Country Inn & Suites brand, which grew by over 30%. This growth in direct digital business was driven in part by the higher traffic and booking conversion rates, which in turn had the added benefit of lowering customer acquisition costs for our franchisees. The significant performance lift since digital integration is already attracting new hotel development commitments. In fact, The 19 domestic franchise agreements awarded for the Country Inn and Suites by Radisson Brand in 2023 were the most for that brand in seven years. And the pace of new development is accelerating, as over half of those agreements were executed in December alone. The excitement generated by the Radisson Americas Business Unit is further underlined by its REVPAR performance. For full year 2023, the Radisson upscale brand RevPar grew 9% year over year, outperforming the STR upscale segment by approximately two percentage points and achieving RevPar index share gains versus competitors. At the same time, we've also been able to lower distribution costs for Legacy Choice and Radisson America's franchise owners by negotiating improved terms with a key third-party distribution partner. This has helped lower the overall franchisee's operating costs, which is critical in a time of high labor costs and interest rates. Additionally, thanks to our integration expertise and strategic investments in our state-of-the-art proprietary technologies, we have achieved $85 million in annual recurring synergies exceeding our original target by over 6%. We are now moving into the second phase of creating value from the acquisition by growing the Radisson Americas portfolio in the Americas region. Now that our unique and compelling franchisee success model is in place, we are starting to see momentum in franchisee interest across the combined portfolio. As we have discussed, The Radisson Americas acquisition has meaningfully enhanced our growth profile as it created a step function change in the size of our business, expanded our rewards program, extended our co-brand credit card opportunity, increased our geographic reach in the Americas region, and opened new incremental earnings streams. This combination benefits all of our guests by giving them more options across the Choice network and providing them with more incentives through our membership program. We now have 64 million Choice Privileges members who book directly with our franchisees, drive more revenue, and return more often than non-members, which translates to lower customer acquisition costs and higher margins for our franchisees. Additionally, as Radisson America's hotels start to fully leverage Choice's hotel profitability tools, we anticipate enhanced profitability as these target solutions drive savings of up to 20% on the franchisee level. We believe we have proven our ability to unlock incremental value through the combination that neither would have accomplished on its own. We are confident in our ability to replicate this great achievement with the Wyndham combination, given our expertise and capabilities in acquiring and integrating hotel brands, our demonstrated track record of improving the delivery of direct business to franchisees, and our successful strategy of growing our portfolio with hotels that generate higher royalties per unit. With regard to our proposal to acquire Wyndham, we remain committed to this compelling, pro-competitive combination. At its core, our proposed combination with Wyndham is driven by the natural fit of the two companies coming together to accelerate value creation for all stakeholders. It offers a compelling value for Wyndham shareholders today with an opportunity to meaningfully enhance the combined company's value as we realize synergies and drive additional growth. Importantly, we are confident that we can complete the transaction given our well-positioned low leverage balance sheet and continued progress on the regulatory front. For choice shareholders, our proposal provides significant financial and strategic benefits. Wyndham shareholders would receive a substantial premium and immediate value for their shares without the execution risk associated with Wyndham's standalone strategy. Importantly, The proposal represents a multiple that Wyndham has never achieved absent COVID disruptions. In contrast, Choice historically trades at an attractive level, representing compelling consideration for Wyndham shareholders. The value we consistently generate for our shareholders is due in part to our strong growth profile and prudent balance sheet management. The combination of Choices and Wyndham's asset-like businesses is expected to generate significant cash flow available to rapidly reduce leverage while still investing for growth. Both sets of shareholders would have the opportunity to participate in more than $2 billion of incremental value creation expected from the $150 million in annual run rate synergies that we believe a combined company would unlock. This value would be unlocked by bringing CHOICE's best-in-class franchisee success model to the Wyndham network. Regarding next steps, we are continuing to progress on the regulatory process as expected. We are confident that we are well positioned for regulatory approval and can complete the transaction in a customary timeframe. Over the last six-plus months, it has become clear that Wyndham's board is deeply entrenched and unwilling to take the actions that are in the best interest of their shareholders. In fact, their behavior is denying Wyndham shareholders the opportunity to realize significant value creation while receiving customary protections. As a result, we recently nominated a highly qualified slate of independent directors for election at Wyndham's 2024 Annual Meeting. If elected, these nominees are committed to their fiduciary duties and will act in the best interest of Wyndham's shareholders, which we believe is to move with urgency to maximize the value that can be created through a combined company. We're pleased that we've continued to receive positive feedback from both companies' shareholders who see significant upside potential in this transaction and want to see Wyndham's board engaged in negotiations. Importantly, Since the beginning, we have continued to see support from our franchisees. Wyndham has mischaracterized franchisee sentiment and who actually represents the franchisees. Our franchisees are represented by their own franchisee associations and advisory councils, and they elect the leaders of these groups to represent them. They know our brands, they know our performance, and their feedback is vital to us. Our largest franchisee association, the Choice Hotels Owners Council, which represents over 3,000 Choice hotels and has been working with Choice for more than 50 years to maximize profitability for hotel owners, recently shared with its members that there are multiple benefits for existing franchisees to Choice continuing to expand its brand portfolio. That Choice has always been thoughtful in its approach to acquisitions. and that they believe Choice will prioritize franchisee benefits in any future acquisition. And I'm pleased to say that we are in the process of aligning with our franchisee associations on our plan of action, which would ensure that franchisees' needs are continuously prioritized as part of the proposed combination. We believe a combined company would deliver clear benefits to both Choice and Wyndham franchisees. These include lower hotel operating costs, less reliance on third-party distribution channels, and access to choices award-winning technology. Regarding the Asian American Hotel Owners Association, AHOA, we continue to have good conversations with and have been working with the organization's leaders for many years on a variety of topics aligned with its mission, including industry-related policy and legislative matters. In closing, we're looking forward to all we could accomplish as a combined company. And at the same time, we remain focused and committed to executing on each of CHOICE's growth drivers that I have discussed. We are a forward-looking company that takes deliberate actions and is adapting to the evolving industry landscape. The results we achieved in 2023 demonstrate the effectiveness of our growth strategy and confirm that our proactive approach in this changing environment is working. I'll now turn the call over to our CFO. Scott?

Thanks, Pat, and good morning, everyone. Today, I will discuss our fourth quarter and full year 2023 results, update you on our balance sheet and capital allocation, and provide our outlook for 2024. Throughout my remarks today, I would like to note that all figures are inclusive of the Radisson Americas portfolio and exclude certain one-time items, including Radisson America's integration costs, as well as transaction pursuit costs, which impacted our reported results. For full year 2023, a combination of higher than expected growth of the Choice Legacy portfolio across our more revenue-intense brands and markets, strong effective royalty rate growth, successful integration of the Radisson America's portfolio, And the robust performance of our platform, procurement, and international businesses drove full-year adjusted EBITDA of $540.5 million, which exceeded our full-year guidance. Our full-year adjusted EBITDA represents a new record, eclipsing the one set last year, increasing 13% compared to 2022, and growing 45% compared to the same period of 2019, which was our pre-pandemic peak. Even excluding the contribution from Radisson Americas, our full year 2023 adjusted EBITDA grew over 8% on a comparable basis year over year. Our full year 2023 adjusted EPS also exceeded our previously issued guidance, reaching $6.11 per share, a 16% increase year over year. For the fourth quarter of 2023, compared to the same period of 2022, our adjusted EBITDA grew 11%, to $125 million, and our adjusted EPS increased 14% to $1.44 per share. Let me turn to our key revenue levers, which include our unit growth, royalty rate, and REBPAR performance. In terms of unit growth, our strategic goal has been to accelerate quality room growth across more revenue-intense brands and markets while simultaneously growing our effective royalty rates which ultimately results in an outsized increase in royalties. In addition to our mixed shift strategy for the broader portfolio, we are driving more revenue intensity at the individual hotel and brand level across the system. In fact, new hotels we added within a brand generated an average of nearly 20% higher royalty revenue than hotels exiting the brand. For full year 2023, we reported domestic unit growth of 1.4% year over year, across our more revenue-intense upscale, extended stay, and mid-scale portfolio, which exceeded our guidance. Importantly, our domestic system size of the more revenue-intense brands for the Choice Legacy portfolio grew by 1.8% for units and 2.4% for rooms year-over-year. At the same time, our international portfolio increased by 2.6% for units and 2% for rooms year-over-year. We are particularly pleased with our outlook for international growth as our international unit pipeline grew by 33% since the last quarter and more than doubling the number of hotels over the prior year. During 2023, we also leveraged our best-in-class conversion capability as we expanded our global rooms pipeline for conversion hotels by 16% since the last quarter and 34% over the prior year. I am pleased to report that our overall global rooms pipeline increased 6% quarter over quarter, reaching over 1,030 hotels, representing over 105,000 rooms at year end. This pipeline will serve as a strong platform for future growth. These results demonstrate that the deliberate decisions and strategic investments in our franchisee tools, brand portfolio, and platform capabilities are resulting in strong returns across our company. First, we strengthened our upscale franchise business. For full year 2023, we grew our domestic upscale rooms portfolio by 6.3% year-over-year and expanded its domestic unit pipeline by 5% quarter-over-quarter. Second, we accelerated our growth across the extended stay brands portfolio. For full year 2023, we grew our domestic extended stay unit system size by approximately 16% year-over-year highlighted by over 60 new hotel openings, a record-breaking year. At the same time, our newest brand, Everhome Suites, is gaining meaningful traction across the development community with 69 domestic projects in the pipeline, including 16 under construction. We remain very optimistic about our Extended Stay franchise business and expect the number of our Extended Stay units to increase at an average annual growth rate of approximately 15% over the next five years. Third, we continue to invest in our mid-scale portfolio. Within this category, we grew our domestic upper mid-scale rooms pipeline by 9% quarter over quarter. And for the fourth quarter, increased the number of domestic franchise agreements awarded by 6% year over year. Importantly, our first new comfort prototype opened in 2023, and our flagship brand continues to attract significant developer demand with over 130 projects in the domestic pipeline. And fourth, our economy transient hotels are continuing to benefit from their improved value proposition. As a result, we expanded our domestic economy transient unit pipeline by 9% quarter over quarter, and the new hotels we added in 2023 generated higher royalty revenue than the hotels exiting. Our effective royalty rate also continues to be a significant source of revenue growth. Our domestic system effective royalty rate for full year 2023 increased six basis points year over year, representing nearly $6 million of incremental royalties, including a five basis point increase to 5.1% for the Choice Legacy brands. The third revenue lever I will discuss is our REVPAR performance. Our full year 2023 domestic REVPAR increased 12.7% versus the same period of 2019, and 10 basis points year over year. Our fourth quarter domestic REVPAR increased 13.1% from the same quarter 2019, including a 15.2% growth from the Choice Legacy portfolio. REVPAR was down 3.9% year-over-year in the quarter, reflecting tougher year-over-year comps as we were the first hotel company to return to and significantly exceed pre-pandemic REVPAR levels. While we expect to face tougher domestic comps at the start of this year, We expect REVPAR to increase as the year progresses, given the favorable long-term business and leisure trends and the initiatives we've put in place to capitalize on these tailwinds. We are pleased to report that our full-year 2023 international portfolio-wide REVPAR increased 11% year-over-year, with the Americas region excluding the U.S. growing 20% year-over-year. At the same time, and as a result of our strong organic growth and the acquisition of Radisson Americas, We more than doubled the EBITDA contribution from our international portfolio in 2023. We continue to build on the strong momentum of our platform business. Specifically for full year 2023, we increased our platform and procurement services fees by 18% to $75.1 million year over year, as we benefited from expanded offerings to our franchisees and guests, additional annual convention revenues from higher attendance, increased transaction volume with our qualified vendors, and the broader reach of our initiatives. We believe that we can drive this strong revenue growth in the years ahead as we continue to expand our platform and increase the number of products and services we offer to over 7,500 hotels, millions of guests, and other travel partners. I'd like now to turn to our well-positioned low leverage balance sheet marked by net debt to EBITDA of 2.9 times, which continues to be below the low end of our targeted range of three to four times. In 2023, we generated operating cash flows totaling nearly $300 million. We also further enhanced our balance sheet in the fourth quarter as we closed on a new $500 million term loan, which increased our liquidity to approximately $650 million as of year end. We utilized our strong cash flows and under-levered balance sheet to continue to invest in the business generating impressive growth in our profitability, as well as acquiring over $110 million of Wyndham common stock. In 2023, we were also able to return over $422 million to shareholders, including nearly $57 million in cash dividends and $366 million in share repurchases. We achieved all of this while remaining below our targeted leverage levels. With our strong cash flow and ample debt capacity, We are committed to creating value for our shareholders by accretively investing to further expand our business and also effectively support the acquisition and successful integration of Wyndham. Our capital allocation priorities remain unchanged, and we are well positioned to continue our long track record of delivering outsized value for our shareholders. Our priority continues to be investing in our business to drive organic growth. We will continue to make targeted investments in our business to drive growth focused on hotels that generate higher royalties per unit and further enhance the franchise owner's value proposition while expanding our international and platform businesses. Secondly, we remain committed to value creating M&A, focusing on opportunities like Wyndham where we can both improve the profitability of the existing franchisees as well as grow the combined portfolio. Historically, our strong cash flow and ample debt capacity have been more than sufficient to allocate capital to both organic and inorganic growth, allowing us to return capital to shareholders through our dividend and share repurchase programs. Clearly, as demonstrated by our continued efforts and the confidence we have in our success, the greatest opportunity to create value for all stakeholders is to realize the over $2 billion of initial shareholder value creation present in a combination with Wyndham. Should this not transpire, our current underlevered balance sheet and attractive growth trajectory, coupled with a significant discount to the intrinsic value of our stock, provide a very attractive return opportunity through the repurchase of shares. Before opening it up for questions, I'd like to turn to our expectations for what lies ahead. As we look into 2024, We expect to generate adjusted EBITDA in the range of $580 million and $600 million. We anticipate this growth to be driven by incremental contributions from Radisson Americas, including the expected additional cost synergies of approximately $2 million, as well as organic growth across more revenue-intense hotels and markets, robust effective realty rate growth, continued growth from our co-branded credit card, strong international business, and other factors. This outlook does not account for any additional M&A, repurchase of the company's stock, or other capital markets activity. We expect our full year 2024 adjusted diluted earnings per share to range between $6.30 and $6.60 per share. Underlying our outlook are the following assumptions for full year 2024. We expect the domestic system year-over-year growth of the more revenue-intense portfolio brands to continue to accelerate and be approximately 2%. We project our domestic REVPAR to range between flat to 2% year over year. And finally, we anticipate our full year 2024 effective royalty rate to grow in the mid single digits year over year. Today's results are a testament that our strategy is working, and we intend to keep investing in those areas of our business that will generate the highest return on our capital. At this time, Pat and I would be happy to answer any questions. Operator?

Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the one on your touchtone phone. You will hear a three-tone prompt acknowledging your request and your questions will be pulled in the order they are received. Should you wish to decline from the pulling process, please press star followed by the two. If you are using a speakerphone, please lift the hands up before pressing any keys. One moment, please, for your first question. Your first question comes from Sean Kelly with Bank of America. Please go ahead.

Hi, good morning, everyone. Thanks for taking my questions. If we could, Pat, Dom, and Scott, if we could start with just a little bit more around the Wyndham offer. I guess specifically at this point where it seems like the terms that have been set out remain largely stable up until we probably reach more details around the proxy contest. I'm just wondering, for everybody's viewpoint, could you help us think a little bit more about any chance or opportunity to improve the economics of an offer from here? And how will feedback work during the proxy process? What I mean by that is, If you start receiving feedback at some point that the offer is just not sufficient to get the votes that you might want to achieve, can you adjust that offer during the proxy process, or maybe how do the mechanics work around that? Are you free to do that at any point in time? Thank you.

Sure. Thanks, Sean. I appreciate the question. I think when you look at where we stand today, unfortunately, Wyndham's board really just continues to refuse to engage in So to your first point about willingness to improve the offer, we've said this multiple times, the door remains open to Wyndham to engage in a constructive private dialogue with us. And we believe there's opportunity to improve our offer if they'll engage with us. That's the first thing. And the second is allow us to undertake some due diligence. So those have always been the key factors here, I think, that are in play. You know, regarding your question on feedback, I mean, the good news about what we did October 17th when we brought our proposal public, and then on December 12th when we launched the exchange offer, is it's given us an opportunity to speak directly with Wyndham's shareholders. And we've gotten great feedback from them around what they like about the offer and where they might, you know, like to see an additional, you know, improvement in the offer. And I think The feedback we've heard from them is around one word. They're frustrated. They're frustrated that Wyndham's board is not engaging in a conversation that would help answer those questions. You know, I think when you look at the proxy versus the exchange offer, let's not forget about the fact that during the exchange offer, that's been a blueprint for Wyndham shareholders to provide us with great feedback. They have the opportunity to tender their shares up until the exchange offer expires, which is currently 5 o'clock New York City time on Friday, March 8th. So there's opportunity for the shareholders to continue to express their interest with us around the transaction and also for us to hear feedback from them around how they view the offer that's on the table.

Sean, the only thing I just add is think about the proxy process. What we've done is nominate a slate of directors, an independent slate of directors that we believe that would want to negotiate with us on the deal. So the deal could continue to change with a board that's willing to negotiate with us. So voting for the slate of directors is really a vote for a board that's willing to engage in a dialogue to see if we can create value in this transaction.

Great, thanks. And maybe just one on the business fundamentals, but obviously there was a lot in here about the acceleration you saw in net unit growth, and it seems like a decent amount of that hinges on some improvements in international. Just wondering if you could talk about the sort of contract economics in some of these international deals and partnerships and what you've been able to add to the pipeline there. Are these largely similar to your domestic you know, franchise economics? Are these running or are these running through, you know, master partnerships and someplace where the economics may be a little bit different or a little bit inferior to what you see in the domestic business?

Yeah, and it's a healthy mix, Sean. As you know, we have in some markets, we do direct franchising. We do that in markets where the regulatory environment is favorable for franchising, where small business people can aggregate capital and make investments. And so that's where, those are markets where direct franchising works. And we've seen growth starting to pick up in those markets. And then we've also, when you look at the economics of the master franchise agreements, those are usually a little bit different to your point. And if you look at what we did with the extension of our agreement with our partner in Scandinavia, Spain in particular, those are more of a sort of master franchise as opposed to direct franchising businesses. So the economics are a little bit different, But we're really excited about the growth we're seeing, particularly in those direct franchise markets in the Americas and in Australia.

Yeah, I think Josh said that the ones we mentioned in our scripted remarks are growth in France and Spain are all direct markets. So more similar economics to what we have in the U.S. than a master partner. Thank you both.

Your next question comes from Michael Felicario with Baird. Please go ahead.

Thanks. Good morning, everyone. You mentioned continued progress on the regulatory front. Can you be more specific there? I mean, what progress has been made? Have you finalized your initial submission yet to the FTC? And if you haven't, what's the estimated timing there?

Yeah, thanks, Michael. You know, I think when you look at where we are today, the second request began about six weeks ago, so we are well into that process. You know, as we've stated before, that a second request is not uncommon. And we're continuing to work very constructively and cooperatively with the FTC on it. We're making a lot of progress on that front. We don't see any surprises. And as we've said before, we remain confident in our ability to complete this process as part of the transaction in that customary timeframe.

And then just one follow-up there. Maybe any examples that you could provide of things they've asked for or the types of questions and comments that they're looking for answers on?

Yeah, I mean, they start with what's called, you know, sort of a broad request for information. And then as the process moves forward, they'll narrow it down into areas that they want to understand greater. But as we've said before, you know, I think part of what they're learning is is very, in my view, supportive of a transaction. The first is that this is a very competitive marketplace. The lodging industry is a makeup of independent hotels, online travel agencies, a lot of large, well-capitalized competitors. So they're looking at that. Second, they're looking at pricing. And as we said before, Wyndham and Choice do not set price. Our franchisees do. And that is a very healthy factor with regard to regulatory issues. They're looking into how the OTAs play in this industry. And as we've said before, one of the compelling reasons for putting our two companies together is to drive down the cost of running a hotel and ultimately reliance on expensive third-party distributors. So they're learning about some of the specifics of the industry, how pricing works for the consumer, and ultimately the really competitive nature of the spaces where we compete. And they also not just are looking at status quo, they're looking at a lot of what our competition is doing and how the competitive landscape is evolving. So a lot of the questions they're asking are around new brand launches from really well-capitalized competitors. in the segments where we currently compete today. So it's a broad effort at the beginning. And as they move through that discovery process, we would expect, you know, those questions will narrow down. But, you know, we're six weeks in. It's probably, you know, at the sort of peak of the level of effort. And as we get closer to being substantially compliant with the second request, We would expect that the FTC and Choice of Wind would be narrowing the list of issues to be dealt with.

Got it. Thanks for that detail. One more for me, just on the fundamentals, the FLAT, the 2% REVPAR growth outlook. How are you thinking about the quarterly cadence in 24, and when might the year-over-year growth rate flip from negative to positive? Thanks.

Yeah, thanks, Michael. In terms of REBPAR, you know, we still think the long-term fundamentals for travel remain strong. So we look at a macro basis. Supply growth is still expected to be relatively muted in the industry, growing less than 1%. But GDP, consumer spending, both expected to grow over 2% in 2024. And unemployment still remains at historical lows. So, you know, we're feeling confident Americans are still prioritizing their travel budgets with with 80% of America's planning to travel this year and most expecting to increase the amount they're spending on travel. So, you know, we think the business has quite a bit of room to grow. We're still below in terms of occupancy, our pre-pandemic levels. So, you know, where we believe is, you know, the first quarter will be, again, get some tougher comps, but we should start to see positive red part of growth and kind of the middle of the second quarter and then growing to that 0% to 2% we guided to.

Perfect, thank you.

Your next question comes from Stephen Grambling with Morgan Stanley. Please go ahead.

Hey, thanks. Maybe two follow-ups on the FTC questions. How would you think about remedies if it does go down that path? And then what's the willingness or thought process on litigating if the FTC doesn't see things your way?

Well, I think...

Stephen, it's important to just start off with, you know, our view of the regulatory environment, it's based in fact and legal precedent. And so, you know, we look at what the conversations with the FTC might be. I don't want to speculate on where that might go. As we've said publicly, you know, we are willing to make any changes that aren't materially having an impact on the transaction. But, you know, what we've stated before, what we're seeing currently, You know, those are not things that we are focused on today. And as I said, I'm not going to speculate on where things might go. But we feel really confident, as I said, about how we view the regulatory environment. If you look at the presentation we put out on January the 10th, I think you'll see there that it's based, as I said, in legal fact and precedent around how the antitrust environment should be viewed in this combination. The facts for every case are different. And we feel really confident in our view of how things will progress on that front.

Great. And maybe on fundamentals, can you just help us tie out the lower EPS growth versus EBITDA growth and perhaps even loop in your expectations for free cash flow conversion and the puts and takes there in 2024 and perhaps longer term?

Yes, Steve, really the difference between the EBITDA growth and I assume you're referring to Q4 versus the guidance?

I'm referencing your 2024 outlook, so I just look at 10% roughly in the midpoint EBITDA growth, but low single-digit EPS growth.

Yeah, really the difference there is really interest expense and a slightly higher tax rate. So our debt is up about $300 million year-over-year kind of on average, about half of that. combination of higher rates that we incurred during 2023 and a slightly higher debt level as we get back to our targeted leverage levels. And then our tax rate is at 24.5%. We had a few discrete items, some reversals of reserves in the fourth quarter that lowered our tax rate in 2023 that we don't expect to incur in 2024.

And then from a free cash flow standpoint, I mean, are there any big puts and takes to think through, whether it's key money that's going to be coming to fruition, or I think there was also some affiliate investments, things like that.

In terms of the way we define free cash flow, we expect free cash flow to be similar to 2023. Our key money should be generally in the same range that we spent in 2023, so a slight increase in key money, but our free cash flow conversion should be consistent between 2023 and 2024. Great. Thank you so much.

Your next question comes from Robin Harley with UBS. Please go ahead.

Great, thanks. I wanted to just get a clarification. Your global pipeline you mentioned was up 6% sequentially. Can you tell us what that was year over year? The number's not in the 22 press release last year, so just to calculate the year over year change in global pipeline. And then also looking at what you call the revenue intent segments, that grouping. of upscale and extended stay and mid-scale, it looked like sequentially or there wasn't really an increase in those sequentially or not a lot of rooms there opening in Q4. Was that just something specific just to that quarter or just something seasonal to keep in mind or maybe just something one time in Q4? Thanks.

Sure, Robin. You cut out a little bit in your second part of the question. In your first part, I'll answer the first part. Maybe you could repeat the second part. In terms of the global pipeline, our global pipeline from the end of the year was basically flat, just about 106,000 rooms down to 105,000 rooms. And really, that was a reflection of really the strong openings that we had during the year. And I think we talked about this on the last quarterly call, but we did have a cleanup of some of our pipeline in early Q1 of 2023, where we had taken a look at some contracts where just coming out of the pandemic, we didn't think we're going to open in our new construction pipeline. knowing that it was a strong conversion environment where we could fill those markets with existing hotels. We made the one-time decision to terminate some hotels, knowing that we could sell into those markets and quickly realize those revenue streams. So we've been focused on the sequential quarter over quarter growth, which we talked about was up 6% on a global basis. You made a comment about Q4, but unfortunately the audio cut out a little bit. So could you repeat that question?

Sure, yeah. The Q4 was just your commentary about what you call the revenue intent segments, the extended stay and upscale and mid-scale. It looked like openings in Q4 were sort of – that there weren't really openings sequentially in Q4 from Q3 in those groupings. And I'm just wondering if that was seasonal or something just specific to Q4 that, you know, just kind of what's behind that. Thanks.

And actually Q4 is typically our largest openings quarter, quarter over quarter. So when you look at our September 30th results into the December 31st, we actually, you know, saw strong growth in all of our revenue intensive brands, you know, the Comfort brand, Woodspring brand, all of our extended stay brands had quarter over quarter growth. So happy to take offline with what you're looking at, but we saw strong opening growth, including a full year growth of 13% in our openings.

Yeah, Robin, I see about 104 Q4 openings. That was a 4% increase year over year. So, as Scott said, we can take it offline.

Okay, I was just looking at sequential. Okay, thanks.

Your next question comes from Joe Greff with J.P. Morgan. Please go ahead.

Good morning, everybody. Your royalty fees grew just under 9% year over year in 2023, actually royalty licensing and management fees, that $513 million level. If I reverse engineer your 2024 outlook, I'm getting to something that's an accelerating level of growth in that line item. Is that how you're looking at things based on some of the drivers that you've given, some of the drivers that maybe are underlying that overall assumption for EBITDA growth?

Yeah, if you take a look at our drivers this year, so our REVPAR was an increase for the full year of 0.1%. Our revenue-intensive unit growth was about 1.8%, and we grew our effective royalty rate in the mid-single digits. So we are expecting a slight acceleration of that with REVPAR increasing 1%, our revenue-intensive net unit growth being at approximately 2%, and the royalty rate should be effectively about flat year over year as far as the terms of growth, but up mid-single digits again. So There is some acceleration in that. We also, there is a small portion of our corporate credit card that's in there in the licensing fees that will be driving a piece of that number as we continue to realize the benefits from the co-branded credit card with Wells Fargo. And then lastly, strong international growth continued in that number should make that number grow a little bit faster pace than it did in 2023.

Got it. So that 9% growth rate in royalties and other fees should grow at a faster growth in 2024. Just making sure I'm hearing you correctly.

The overall percentages may not be there. We have some a little bit of in the 2023, you know, that royalty rate, that royalty number percentage was against a Radisson acquisition that only had a little over Q4 and a little partial Q3. But if you look at the fundamentals, it's kind of the year over year of our portfolio, you know, the unit growth, the red bar, and the effective relative rate all should grow at a faster pace. That 9% is, you know, again, 2023 compared to 2022 when we acquired Radisson in August of 2022. So that number should be, would have been higher in 2023 than it will be in 2024.

Got it. And just going now a couple of questions on the Wyndham proposal. I think it was Pat earlier in your prepared remarks, you referenced that you think we have confidence in a deal that could close in a customary timeframe. Can you put a little bit more flesh on the bone on that comment? And is that thinking different today? versus a few months ago after having, you know, additional interactions with regulatory?

Yeah, sure, Joe. In fact, you know, I mean, we're three months from all of that. So, yes, we're getting actually closer to it. You know, when we say the customary timeframe, we have been saying 12 months. But as I said, now we're six weeks into the second request on the regulatory front. And that's going to be the long pole in the tent. And that's, you know, when we look at it from a second request to a final outcome, we've been told to expect anything from six to nine months. So as we're six weeks into that six to nine month timeframe, that's getting closer. And that's actually the thing when we talk to Wyndham shareholders, you know, they just want to understand not just around the regulatory environment itself, but also the timeframe involved in it. It's the reason or one of the reasons we put the exchange offer in place was to get the regulatory process moving, which we did in early December. So here we sit late February. We're getting, you know, closer to having some clarity for shareholders around that regulatory question and, more importantly, the timing of it. So that's what we've been told to sort of expect from, you know, just precedent and sort of how long these processes take. But if you're looking at that six to nine month, timeframe from January 12th when the second request began, we're moving pretty rapidly down that path.

Great. And then a follow-up on your work on the pursuit of Wyndham. To what extent are, Pat, are you, management, the board, your advisors working on finding potential buyers of newly issued equity in a pro forma company that helped fund a deal in with, say, a greater cash consideration than what you have on the table now and also with then lower pro forma debt. Obviously, that kills two of three concerns, i.e., not regulatory, but two or three concerns get mitigated from Wyndham's perspective. You know, it's also hard not to recognize that you brought in Goldman kind of later in the process at some point at the end of last year. So to what extent is that a priority and to what extent can you share with us you know, conversations on selling, you know, new equity and whether, you know, Stewart would be potentially involved in investing more into a pro forma company.

Yeah, Josh, you're going to quite imagine I'm not going to negotiate with you, but we'd be happy to have the conversations you just laid out with the Wyndham board if they would, in fact, engage with us. You know, I would say from the get-go, we've been looking at, you know, really three things here, which is you know, what is the price that is the right price to pay. As we said from the beginning, we're offering Wyndham a premium and an earnings multiple, the implied earnings multiple that they've never achieved before. So we feel like we're good on that. You know, the mix between equity and cash is something, as we've talked to their shareholders, they like the transaction and they like the equity. So providing the equity and the cash mix is something that we feel like we're at a good place today. There's certainly an opportunity to look at that a second time as we get into an engagement with them. And certainly the leverage that we think both businesses can handle is pretty high given the high free cash flow generating characteristics that we see here. So there's opportunity to look at this. I can tell you we've looked at a lot of different to get to the right mix of those three issues. But, you know, I think when you look at the offer that we have on the table today, when you look at the feedback we've gotten from the Wyndham shareholders with regard to getting a transaction done, there is a high level of confidence that we're in that range of a good offer that's on the table. And as I said, that offer can be improved, you know, if we get two things, engagement and due diligence. Thank you very much.

Your next question comes from Meredith Jensen with HSBC. Please go ahead.

Yes, hi. I was wondering if you could speak a little bit more about the retention rate, maybe by chain scale and domestic and international, just sort of breaking it down a little bit and maybe a look over time and what maybe some goals are. And then I was looking back at something from last quarter you had mentioned a strategic partnership in Mexico. And I was wondering if that is just part of some of the other discussions, or I just wanted to match that up with some of the international growth strategies mentioned today. Thanks.

Sure, Marilyn. I think when you look at our retention rate, I mean, we've historically had a very high retention rate, 97, 98% is what it sits today. Obviously, we are... you know, looking to constantly improve our brands. And there are, you know, times when, you know, the franchisees are either not willing to invest in a brand or are, you know, taking their hotel and making it into an alternative use. So those are generally high drivers of where we see franchisee churn. And a lot of that is occurring, particularly the non-hotel use conversion is occurring in that economy transient segment. So that's where you see a higher... churn rate than you do in the other segments that we operate in.

Yeah, in terms of international, I would say our churn rate is similar to the U.S. You know, most of our brands overseas are ring brands, so don't have the high churn that we have in the economy segment. So if you model out this similar churn rate as our revenue-intensive brands, that would be a good starting point. As Pat mentioned, you know, we are guiding to revenue-intensive unit growth of 2%. And while we will see our economy units decline with the overall industry, we do expect to have positive overall net unit growth for the year in 2024.

And I think with regard to your question for the partnership in Mexico, you know, that's an opportunity that I would place it more in the category of a platform opportunity, similar to what we do with Blue Green and what we had with the AMR portfolio several years ago. It's really an opportunity to have their distribution on our platform and have our customers have an earn and burn opportunity through the loyalty program.

Great. Thanks. And just on the blue-green point, you had mentioned last quarter that you had anticipated that after the sale, the partnership would continue just as it has, and it seems like from your comments that continues to be the case. We should just assume it goes on despite the changes.

That's correct.

Okay, great. Thanks so much.

Your next question comes from Patrick Shoals with Truist.

Please go ahead. Patrick Shoals, your line is open. Your next question comes from Brent Montour with Barclays.

Please go ahead.

Hey, thanks, everyone, for taking my questions. The first one is just on REVPAR. Your Q4 REVPAR domestically came in a little bit below what we had sort of thought was implied by STR's chain scale results, and then your full year guide of flat to up to is Also a little bit below STR's forecast, which for mid-scale is closer to 3%. So I guess I'm curious if, one, in the fourth quarter, if there was any sort of share loss or anything else you want to call out and then looking for, you know, do you have a sort of different outlook on the U.S., which is, you know, conservative or anything, or how would you describe your particular outlook for REVPAR? Sure.

Yeah, in terms of the fourth quarter, I think really we had really tougher comps, as we said in our scripted remarks, that we were the first hotel company to return and exceed the 2019 levels. So when you look at our Q4 results against 2019, we're up 13%, which is the leader in the industry. So I think, you know, we didn't see anything different than the industry. I just think our comps were tougher there. In terms of the full year, I would say we're probably a little bit conservative on our guidance compared to STR in 2024. You know, we do see a lot of, I mentioned earlier, the long-term fundamentals, the growth that we expect to see. As I mentioned, we're still 110 basis points down in occupancy against 2019, so it's been a rate driven. We do expect business travel to come back and get back to 2019 levels coming here in 2024 and 2025. We're really excited about a new partnership. We just, we're with AAA, and AAA represents 31% of all room nights, and we just became one of their preferred partner in the mid-scale economy space. So, you know, we're excited about what the growth can be for the year, and we feel like we'll be in line with industry.

Yeah, and I would just say when we look at STR, and then we look at some of the other forecasts that we consider when we make our in-house forecasts, They do appear to be, and I think many in the industry have sort of looked at it, and so they appear to be a little more aggressive than maybe most in the industry are considering. So it's just one of the forecasts we do look at when we make our decisions around how we're going to put out our own internal forecast and then ultimately put that into our guidance. That makes sense.

Thanks for that. And then just a second follow-up on, you guys gave us a fair amount of color on churn. But I'm curious on the Radisson brands, those two together, those did decline a touch quarter over quarter. When does that bottom and start to grow the two brands together? And what have you sort of baked into the full year expectations, the guidance you gave for net unit growth?

Yeah, I think when you look at Country Inn and Suites, I mean, that's a brand that, you know, and as we've said all along, let me just start with the fact that when you do these acquisitions, you got to get the performance fixed. And then you do that, and that leads to franchisee interest, which leads to development and growth. In the case of Country Inn and Suites and Radisson, you know, the green sign Radisson, we have fixed the performance issues. I think on the Country Inn and Suites side, we're already seeing that momentum as we talked about. You know, we saw 19 agreements last year, 10 of those in December alone. That's the highest that brand had done since 2016. So we feel really confident about the Country Inn and Suites growth coming in 2024. Now, a lot of that's new construction, so it's still up against the higher interest headwind. But we feel really good about the developer interest. The Radisson Green Sun, the full service Radisson, is likely going to continue to see some decline in 2024. with the reversal of that and growth coming in 2025. And that's a function primarily of just those are generally more urban hotels, larger boxes, and the timeframe that they take when they change flags is much more elongated. So it's really a function of timing rather than anything else, I think, on when country coming back this year, 2024, and then Radisson Green sign returning to growth in 2025. That's super helpful.

Thanks, everyone. Ladies and gentlemen, as a reminder, should you have a question, please press star followed by the one. If there are no further questions at this time, please proceed.

Thank you, operator. Thanks again, everyone, for your time this morning. We'll talk to you again in May when we announce our first quarter results. Have a great day.

Ladies and gentlemen, this concludes Your conference call for today. We thank you for participating and ask that you please disconnect your lines.