CHOICE HOTELS INTERNATIONAL INC /DE 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 63 Consolidated Statements of Income 65 Consolidated Statements of Comprehensive Income 66 Consolidated Balance Sheets 67 Consolidated Statements of Cash Flows 68 Consolidated Statements of Shareholders' Equity (Deficit) 70 Notes to Consolidated Financial Statements 71 62 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Choice Hotels International, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Choice Hotels International, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 63 Table of Contents Accounting for Choice Privileges Loyalty Program Description of the Matter The Company recognized $93.1 million in revenues from loyalty points redeemed, net of the cost of redemptions, and had a point liability and deferred revenue of $137.8 million and $98.2 million, respectively, as of December 31, 2023, associated with the Choice Privileges Loyalty Program. As discussed in Note 1 to the consolidated financial statements, loyalty points earned represent a performance obligation attributable to usage of the points, and thus revenues are recognized at the point in time when the loyalty points are redeemed by members for benefits. The liability for the Choice Privileges Loyalty Program is developed based on an estimate of the eventual redemption rates on future redemption behavior and point values using various actuarial methods. The amount of the Choice Privileges Loyalty Program fees in excess of the point liability represents deferred revenue, which is recognized to revenue as points are redeemed including an estimate of future forfeitures. Auditing the Choice Privileges Loyalty Program results is complex due to: (1) the complexity of the models used to account for Choice Privileges Loyalty Program results; and (2) the complexity of estimating the future redemption rate and Choice Privileges Loyalty Program point values. Such estimates are highly judgmental given the significant estimation uncertainty associated with expected redemption activity. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for the Choice Privileges Loyalty Program during the year. For example, we tested controls over management’s review of the assumptions and data inputs used in the accounting model and the actuarial methods used to estimate the ultimate redemption rate of Choice Privileges Loyalty Program points. To test the recognition of revenues and liabilities associated with the Choice Privileges Loyalty Program, we performed audit procedures that included, among others, testing the completeness and accuracy of the data and significant assumptions used in the models and assessing the accounting models developed by the Company to recognize the related revenue and the liabilities. For example, we tested significant inputs into the accounting models, including the Choice Privileges Loyalty Program point values and the recognition of points earned and redeemed during the period. With the assistance of our actuarial specialists, we evaluated management’s methodologies as well as the actuarial assumptions used in estimating the Choice Privileges Loyalty Program expected redemption rates. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2014. Tysons, Virginia February 20, 2024 64 Table of Contents CONSOLIDATED FINANCIAL STATEMENTS CHOICE HOTELS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Years Ended December 31, 2023 2022 2021 REVENUES Royalty, licensing and management fees $ 513,412 $ 471,759 $ 397,218 Initial franchise fees 27,787 28,074 26,342 Platform and procurement services fees 75,114 63,800 50,393 Owned hotels 97,641 70,826 37,833 Other 46,051 64,740 28,669 Other revenues from franchised and managed properties 784,160 702,750 528,843 Total revenues 1,544,165 1,401,949 1,069,298 OPERATING EXPENSES Selling, general and administrative 216,081 167,697 145,623 Business combination, diligence and transition costs 55,778 39,578 — Depreciation and amortization 39,659 30,425 24,773 Owned hotels 71,474 48,837 24,754 Other expenses from franchised and managed properties 782,409 653,060 444,946 Total operating expenses 1,165,401 939,597 640,096 Impairment of long-lived assets ( 3,736 ) — ( 282 ) Gain on sale of business and assets, net — 16,249 13 Operating income 375,028 478,601 428,933 OTHER EXPENSES AND INCOME, NET Interest expense 63,780 43,797 46,680 Interest income ( 7,764 ) ( 7,288 ) ( 4,981 ) Gain on extinguishment of debt ( 4,416 ) — — Other (gain) loss ( 10,649 ) 7,018 ( 5,134 ) Equity in net (gain) loss of affiliates ( 2,879 ) ( 1,732 ) 15,876 Total other expenses and income, net 38,072 41,795 52,441 Income before income taxes 336,956 436,806 376,492 Income tax expense 78,449 104,654 87,535 Net income $ 258,507 $ 332,152 $ 288,957 Basic earnings per share $ 5.11 $ 6.05 $ 5.20 Diluted earnings per share $ 5.07 $ 5.99 $ 5.15 The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (IN THOUSANDS) Years Ended December 31, 2023 2022 2021 Net income $ 258,507 $ 332,152 $ 288,957 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment ( 460 ) ( 637 ) 72 Other comprehensive (loss) income, net of tax: ( 460 ) ( 637 ) 72 Comprehensive income $ 258,047 $ 331,515 $ 289,029 The accompanying notes are an integral part of these consolidated financial statements. 66 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS) December 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 26,754 $ 41,566 Accounts receivables (net of allowance for credit losses of $ 39,265 and $ 23,435 , respectively) 195,896 216,614 Income taxes receivable 14,283 4,759 Notes receivable (net of allowance for credit losses of $ 3,035 and $ 4,125 , respectively) 20,766 52,466 Prepaid expenses and other current assets 38,831 32,517 Total current assets 296,530 347,922 Property and equipment, net 493,478 427,306 Operating lease right-of-use assets 85,101 68,985 Goodwill 220,187 218,653 Intangible assets, net 811,075 742,190 Notes receivable (net of allowance for credit losses of $ 5,581 and $ 6,047 , respectively) 78,900 55,577 Investments in equity securities, at fair value 116,374 — Investments for employee benefit plans, at fair value 39,751 31,645 Investments in affiliates 70,579 30,647 Deferred income taxes 89,535 88,182 Other assets 93,289 91,068 Total assets $ 2,394,799 $ 2,102,175 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable $ 131,284 $ 118,863 Accrued expenses and other current liabilities 109,248 131,410 Deferred revenue 108,316 92,695 Liability for guest loyalty programs 94,574 89,954 Current portion of long-term debt 499,268 2,976 Total current liabilities 942,690 435,898 Long-term debt 1,068,751 1,200,547 Long-term deferred revenue 133,501 134,149 Deferred compensation and retirement plan obligations 45,657 36,673 Income taxes payable 8,601 15,482 Operating lease liabilities 109,483 70,994 Liability for guest loyalty programs 43,266 47,381 Other liabilities 7,252 6,391 Total liabilities 2,359,201 1,947,515 Commitments and Contingencies (Note 23) Common stock, $ 0.01 par value; 160,000,000 shares authorized; 95,065,638 shares issued at December 31, 2023 and December 31, 2022; 49,526,245 and 52,200,903 shares outstanding at December 31, 2023 and December 31, 2022, respectively 951 951 Additional paid-in-capital 330,750 298,053 Accumulated other comprehensive loss ( 5,671 ) ( 5,211 ) Treasury stock, at cost; 45,539,393 and 42,864,735 shares at December 31, 2023 and December 31, 2022, respectively ( 2,046,791 ) ( 1,694,857 ) Retained earnings 1,756,359 1,555,724 Total shareholders’ equity 35,598 154,660 Total liabilities and shareholders’ equity $ 2,394,799 $ 2,102,175 The accompanying notes are an integral part of these consolidated financial statements. 67 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Years Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 258,507 $ 332,152 $ 288,957 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 39,659 30,425 24,773 Depreciation and amortization - other expenses from franchised and managed properties 36,076 33,488 25,721 Franchise agreement acquisition cost amortization 20,024 15,666 13,222 Gain on extinguishment of debt ( 4,416 ) — — Impairment of long-lived assets 3,736 — 282 (Gain) loss on sale of business and assets, net — ( 16,251 ) 530 Non-cash share-based compensation and other charges 46,809 42,974 35,731 Non-cash interest, investment, and affiliate (income) loss, net ( 8,747 ) 7,365 ( 13,509 ) Deferred income taxes ( 1,336 ) ( 19,642 ) ( 1,006 ) Equity in net (gain) loss of affiliates, less distributions received ( 1,570 ) 489 23,985 Franchise agreement acquisition costs, net of reimbursements ( 98,316 ) ( 54,527 ) ( 38,230 ) Change in working capital and other 6,128 ( 5,078 ) 23,240 Net cash provided by operating activities 296,554 367,061 383,696 CASH FLOWS FROM INVESTING ACTIVITIES Investments in property and equipment ( 116,277 ) ( 89,954 ) ( 74,294 ) Investments in intangible assets ( 2,014 ) ( 3,631 ) ( 3,573 ) Proceeds from the sale of assets and business — 166,568 6,119 Asset acquisitions, net of cash paid — ( 856 ) — Cash received from extinguishment of notes receivable — — 301 Business acquisition, net of cash acquired — ( 550,431 ) — Proceeds from the termination of intangible assets — 44,711 — Contributions to investments in affiliates ( 38,930 ) ( 3,148 ) ( 2,778 ) Proceeds from the sale of affiliates 868 — 15,554 Purchases of investments for employee benefit plans ( 4,194 ) ( 4,185 ) ( 1,705 ) Proceeds from sales of investments for employee benefit plans 1,609 1,908 2,609 Purchases of equity securities ( 112,420 ) — — Issuances of notes receivable ( 4,323 ) ( 5,647 ) ( 20,133 ) Collections of notes receivable 10,852 975 213 Other items, net ( 797 ) 1,260 ( 1,239 ) Net cash used in investing activities ( 265,626 ) ( 442,430 ) ( 78,926 ) CASH FLOWS FROM FINANCING ACTIVITIES Net (repayments) borrowings pursuant to revolving credit facilities ( 131,500 ) 360,000 — Proceeds from issuance of Term Loan 500,000 — — Principal payments on long-term debt — ( 216,571 ) — Payments to extinguish acquired debt — ( 55,975 ) — Proceeds from acquired derivative — 1,943 — Debt issuance costs ( 1,553 ) ( 44 ) ( 365 ) Purchases of treasury stock ( 362,772 ) ( 434,767 ) ( 13,365 ) Dividends paid ( 56,457 ) ( 52,545 ) ( 25,044 ) Proceeds from the exercise of stock options 6,345 3,809 11,054 Net cash used in financing activities ( 45,937 ) ( 394,150 ) ( 27,720 ) Net change in cash and cash equivalents ( 15,009 ) ( 469,519 ) 277,050 Effect of foreign exchange rate changes on cash and cash equivalents 197 ( 520 ) ( 224 ) Cash and cash equivalents, beginning of period 41,566 511,605 234,779 Cash and cash equivalents, end of period $ 26,754 $ 41,566 $ 511,605 68 Table of Contents Years Ended December 31, 2023 2022 2021 Supplemental disclosure of cash flow information: Cash payments during the year for Income taxes, net of refunds $ 94,342 $ 115,972 $ 106,539 Interest, net of capitalized interest $ 60,773 $ 46,908 $ 43,939 Non-cash investing and financing activities Dividends declared but not paid $ 14,902 $ 13,136 $ 13,208 Asset acquisition from extinguishment of note receivable $ — $ 20,446 $ 21,133 Investment in property, equipment and intangible assets acquired in accounts payable and accrued liabilities $ 10,291 $ 5,383 $ 3,518 The accompanying notes are an integral part of these consolidated financial statements. 69 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) (IN THOUSANDS, EXCEPT SHARE AMOUNTS) Common Stock - Shares Outstanding Common Stock - Par Value Additional Paid-in- Capital Accumulated Other Comprehensive Loss Treasury Stock Retained Earnings Total Balance as of December 31, 2020 55,535,554 $ 951 $ 233,921 $ ( 4,646 ) $ ( 1,260,478 ) $ 1,024,500 $ ( 5,752 ) Net income — — — — — 288,957 288,957 Other comprehensive income (loss), net of tax — — — 72 — — 72 Share-based payment activity (1) 185,867 — 25,396 — 8,811 8 34,215 Dividends declared (1) — — — — — ( 38,245 ) ( 38,245 ) Treasury purchases ( 112,195 ) — — — ( 13,365 ) — ( 13,365 ) Balance as of December 31, 2021 55,609,226 $ 951 $ 259,317 $ ( 4,574 ) $ ( 1,265,032 ) $ 1,275,220 $ 265,882 Net income — — — — — 332,152 332,152 Other comprehensive income (loss), net of tax — — — ( 637 ) — — ( 637 ) Share-based payment activity (1) 294,095 — 38,736 — 4,941 — 43,677 Dividends declared (1) — — — — — ( 51,648 ) ( 51,648 ) Treasury purchases ( 3,702,418 ) — — — ( 434,766 ) — ( 434,766 ) Balance as of December 31, 2022 52,200,903 $ 951 $ 298,053 $ ( 5,211 ) $ ( 1,694,857 ) $ 1,555,724 $ 154,660 Net income — — — — — 258,507 258,507 Other comprehensive income (loss), net of tax — — — ( 460 ) — — ( 460 ) Share-based payment activity (1) 366,121 — 32,697 — 13,889 — 46,586 Dividends declared ($ 0.2875 per share) (1) — — — — — ( 57,872 ) ( 57,872 ) Treasury purchases ( 3,040,779 ) — — — ( 365,823 ) — ( 365,823 ) Balance as of December 31, 2023 49,526,245 $ 951 $ 330,750 $ ( 5,671 ) $ ( 2,046,791 ) $ 1,756,359 $ 35,598 (1) In May 2021, the Company resumed the payment of quarterly dividends, subject to future declarations by the Company's Board of Directors, and declared a quarterly cash dividend of $ 0.225 per share of common stock. On December 6, 2021, the Company's Board of Directors approved a 6 % increase in the quarterly cash dividend and declared a quarterly cash dividend of $ 0.2375 per share of common stock. During the year ended December 31, 2022, the Company declared cash dividends at a quarterly rate of $ 0.2375 per share of common stock. In March 2023, the Company's board of directors approved a 21 % increase in the quarterly cash dividend to $ 0.2875 per share, which is the current per share dividend amount that was utilized in each of the dividends that were declared in 2023. During certain periods presented, accumulated dividends were paid to certain shareholders upon vesting of their performance vested restricted stock units ("PVRSU"), which are presented in Share-based payment activity. The accompanying notes are an integral part of these consolidated financial statements. 70 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of Choice Hotels International, Inc. and subsidiaries (collectively, "Choice" or the "Company") have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the accompanying consolidated financial statements include all adjustments that are necessary to fairly present the Company's financial position and results of operations. Except as otherwise disclosed, all adjustments are of a normal recurring nature. Certain prior year amounts in our consolidated financial statements have been reclassified in order to maintain comparability with the current year presentation. Business combination, diligence and transition costs, which were previously presented in selling, general and administrative expenses, are now presented within a standalone financial statement line item in the consolidated statements of income. The reclassification had no effect on the Company’s previously reported operating income or net income. Acquisition of Radisson Hotels Americas On August 11, 2022, the Company completed the acquisition (the "Transaction") of (1) all of the issued and outstanding shares of Radisson Hospitality, Inc., and (2) certain trademarks held by Radisson Hospitality Belgium BV/SRL (collectively referred to as "Radisson Hotels Americas"). The Company determined that it was the accounting acquirer of Radisson Hotels Americas and accounted for the Transaction as a business combination using the acquisition method of accounting. Accordingly, the assets acquired and the liabilities assumed were recorded at their fair values as of the August 11, 2022 acquisition date, with the exception of certain assets and liabilities which were accounted for in accordance with the provisions of ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). The Company finalized the purchase price allocation for the Transaction during the third quarter of 2023. Refer to Note 24 for more information. Revenue Recognition Franchise Agreements The Company's revenues are primarily derived from franchise agreements with third-party hotel owners. The majority of the Company’s performance obligations are a series of distinct services, which are described in more detail below, for which the Company receives variable consideration through franchise fees. The Company enters into franchise agreements to provide franchisees with a limited non-exclusive license to utilize the Company’s registered brand tradenames and trademarks, marketing and reservation services, and other miscellaneous franchise services. These agreements typically have an initial term of 10 to 30 years with provisions permitting the franchisees or the Company to terminate the franchise agreement upon designated anniversaries of the hotel opening before the end of the initial term. An up-front initial franchise fee is assessed to the third-party hotel owners to affiliate with our brands, which is typically paid prior to the execution of the franchise agreement and is non-refundable. After hotel opening, franchise fees are typically generated based on a percentage of gross room revenues or as designated transactions and events occur (such as when a reservation is delivered to the hotel through a specified channel) and are invoiced by the Company in the following month. The franchise agreements are comprised of multiple performance obligations, which may require significant judgment in identifying. The primary performance obligations are as follows: • License of brand intellectual property and related services (“brand intellectual property”) - Grants the right to access the Company’s intellectual property associated with the brand tradenames, trademarks, reservation systems, property management systems, and related services. 71 Table of Contents • Material rights for free or discounted goods or services to hotel guests - Primarily consists of the points issued under the Company’s guest loyalty program, Choice Privileges. License of Brand Intellectual Property and Related Services The fees generated from brand intellectual property are recognized to revenue over time as the hotel owners pay for access to these services for the duration of the franchise agreement. The franchise fees are typically based on the sales or usage of the underlying hotel (i.e., after the completion of a hotel stay), with the exception of fixed up-front fees that usually represent an insignificant portion of the transaction price. The variable transaction price is determined for the period when the underlying gross room revenues and the transactions or events which generate fees are known. Franchise fees include the following: • Royalty fees - Royalty fees are earned in exchange for a license to brand intellectual property typically based on a percentage of gross room revenues. The royalty fees are billed and collected monthly and the revenues are recognized in the same period that the underlying gross room revenues are earned by the Company’s franchisees. The royalty fees are recognized within royalty, licensing and management fees revenue in the consolidated statements of income. • Initial franchise fees - Initial franchise fees are charged when (i) new hotels enter the franchise system, (ii) there is a change of ownership, or (iii) the existing franchise agreements are extended. The initial franchise fees are recognized as revenue ratably as the services are provided over the enforceable period of the franchise agreement, unless the franchise agreement is terminated and the hotel exits the franchise system whereby the remaining deferred amounts are recognized to revenue in the period of termination. The enforceable period is the period from the hotel's opening to the first point the franchisee or the Company can terminate the franchise agreement without incurring a significant penalty. • Other revenue - Other revenue is a combination of miscellaneous non-marketing and reservation system fees, which includes quality assurance, non-compliance, and franchisee training fees. Other revenue is recognized in the period that the designated transaction or event has occurred. The Company’s franchise agreements require the payment of marketing and reservation system fees. The Company is obligated to use these marketing and reservation system fees to provide marketing and reservation services, such as marketing, media, advertising, access to centralized reservation systems, and certain franchise services to support the operation of the overall franchise system. The marketing and reservation system fees are recognized within other revenues from franchised and managed properties in the consolidated statements of income. These services are comprised of multiple fees including the following: • Fees based on a percentage of gross room revenues are recognized in the period the gross room revenue was earned, based on the underlying hotel’s sales or usage. • Fees based on the occurrence of a designated transaction or event are recognized in the period the transaction or event occurred. • System implementation fees charged to the franchisees are deferred and recognized as revenue over the enforceable period of the franchise agreement. • Marketing and reservation system activities also include revenues generated from the Company’s guest loyalty programs. The revenue recognition of these programs is discussed in the Material rights for free or discounted goods or services to hotel guests section below . Marketing and reservation system expenses are the expenses that are incurred to facilitate the delivery of the marketing and reservation system services, including direct expenses and an allocation of costs for certain administrative activities that are required to carry out marketing and reservation system services. Marketing and reservation system expenses are recognized when the services are incurred or the goods are received within other expenses from franchised and managed properties in the consolidated statements of income. As a result, the marketing and reservation system expenses may not equal the marketing and reservation system revenues in a specific period but are expected to equal the revenues earned from the franchisees over time. The Company’s franchise agreements provide the Company the right to advance monies to the franchise system when the needs of the franchisor system surpass the balances currently available. The Company has the right to recover such advances in future periods through additional fee assessments or reduced spending. Material Rights for Free or Discounted Goods or Services to Hotel Guests Choice Privileges is the Company’s guest loyalty program, which enable members to earn points based on their spending levels with the Company’s franchisees or certain vendors (refer to the Partnership Agreements section below). The points, which the 72 Table of Contents Company accumulates and tracks on the members’ behalf, may be redeemed for free accommodations or other benefits (e.g. gift cards to participating retailers). The Company collects from the franchisees a percentage of the loyalty program members’ gross room revenue from completed stays to operate the programs. At such time the points are redeemed for free accommodations or other benefits, the Company reimburses the franchisees or third parties based on a rate derived in accordance with the franchise or vendor agreement. The loyalty points represent a performance obligation attributable to the usage of the points, and thus the revenues are recognized at the point in time when the loyalty points are redeemed by the members for benefits. The transaction price is variable and determined in the period when the loyalty points are earned and the underlying gross room revenues are known. No loyalty program revenues are recognized at the time the loyalty points are issued. The Company is an agent in coordinating the delivery of the services between the loyalty program member and the franchisee or third party, and as a result, the revenues are recognized net of the cost of redemptions. The estimated value of the future redemptions is reflected in the current and non-current liability for guest loyalty program in the consolidated balance sheets. The liability for the guest loyalty program is developed based on an estimate of the eventual redemption rates and point values using various actuarial methods. These significant judgments determine the required point liability attributable to the outstanding points, which is relieved as the redemption costs are processed. The amount of the loyalty program fees in excess of the guest loyalty program point liability represents current and non-current deferred revenue, which is recognized to revenue as the points are redeemed including an estimate of the future forfeitures (“breakage”). The anticipated redemption pattern of the points is the basis for the current and non-current designation of each liability. As of December 31, 2023, the current and non-current deferred revenue balances were $ 67.3 million and $ 30.9 million, respectively. The loyalty points are typically redeemed within three years of issuance. The loyalty program point redemption revenues are recognized within other revenues from franchised and managed properties in the consolidated statements of income. The Company also recognizes revenues from various contracts that are incidental to the support of the operations for the franchised hotels, including the purchasing operations. Partnership Agreements The Company is a party to various agreements with third-party partners, including the co-branding of the Choice Privileges credit card. The agreements typically provide for use of the Company’s marks, limited access to the Company’s distribution channels, and the sale of Choice Privileges loyalty points, in exchange for fees primarily comprising variable consideration that is paid each month. Loyalty members can earn points through participation in the partner’s program. The partnership agreements include multiple performance obligations. The primary performance obligations are for the brand intellectual property and material rights for free or discounted goods or services to hotel guests. The allocation of the fixed and variable consideration to the performance obligations is based on the standalone selling price, which is estimated based on the market and income methods, which contain significant judgments. The amounts allocated to the brand intellectual property are recognized on a gross basis over time using the output measure of the time elapsed, primarily within royalty, licensing and management fees and platform and procurement services fees in the consolidated statements of income. The amounts allocated to the material rights for free or discounted goods or services to hotel guests are recognized to revenue as the points are redeemed including an estimate of the breakage, primarily within other revenues from franchised and managed properties in the consolidated statements of income. Qualified Vendors The Company generates procurement services revenue from qualified vendors. The qualified vendor revenue is generally based on the marketing services provided by the Company on behalf of, and the access provided to, the qualified vendors to the hotel owners and guests. The Company provides these services in exchange for either fixed consideration or a percentage of the revenues earned by the qualified vendor pertaining to purchases by the Company’s franchisees or guests. The fixed consideration is paid in installments based on a contractual schedule, with an initial payment typically due at contract execution. The variable consideration is typically paid quarterly after the sales to the franchisees or guests have occurred. The qualified vendor agreements comprise a single performance obligation, which is satisfied over time based on the access afforded, and the services provided, to the qualified vendor for the stated duration of the agreement. The fixed consideration is allocated and recognized ratably to each period over the term of the agreement. The variable consideration is determined and recognized in the period when the vendors' sales to the franchisees or guests are known or the cash payment has been remitted. The qualified vendor revenues are recognized within platform and procurement services fees revenue in the consolidated statements of income. 73 Table of Contents Other The Company is a party to other non-franchising agreements that generate revenue, which are primarily SaaS arrangements for non-franchised hoteliers, and is presented as other revenue in the consolidated statements of income. SaaS agreements typically include fixed consideration for installment and other initiation fees that are paid at the beginning of the contract, and variable consideration for recurring subscription revenue that is typically paid on a monthly basis. SaaS agreements comprise a single performance obligation, which is satisfied over time based on the access to the software for the stated duration of the agreement. The fixed consideration is allocated and recognized ratably to each period over the term of the agreement. The variable consideration is determined at the conclusion of each period, and allocated to and recognized in the current period. Managed Hotels The Company manages 14 hotels (inclusive of four owned hotels). The management agreements provide for the use of the Company's marks and hotel management services, include providing day-to-day management services in the operation of the hotels for the hotel owners. The fees generated from the management agreements are recognized to revenue over time as the hotel owners pay for access to these services for the duration of the management agreement, and include base and incentive management fees. Base management fees are generally based on a percentage of the hotel's monthly gross revenue and invoiced and collected monthly. Incentive management fees are generally based on a percentage of the hotel's operating profits as measured and invoiced on an annual basis. Base and incentive management fee revenues are recognized within royalty, licensing and management fees in the consolidated statements of income. Refer to Note 23 for more information on the management agreement guarantees. The Company's management agreements include amounts that are contractually reimbursed to us by the hotel owners, either directly or indirectly, relating to certain costs and expenses that are paid by us in support of the operations of these hotel properties. The reimbursements include payroll and related costs and certain other operating costs of the managed properties' operations, which are reimbursed to us by the hotel owners as the expenses are incurred. The revenue related to these direct reimbursements is recognized based on the amount of the expenses incurred by the Company, which are recognized as other expenses from franchised and managed properties in the consolidated statements of operations. The hotel owner typically reimburses us on a monthly basis, which results in no net effect to operating income or net income. The revenues related to marketing and reservations are recognized over time and are intended to reimburse us, indirectly, for the expenses incurred in performing the marketing and reservation services. These managed revenues are presented within other revenues from franchised and managed properties in the consolidated statements of operations. Owned Hotels The Company owned ten hotels and nine hotels as of December 31, 2023 and 2022, respectively, from which the Company generates revenues. As a hotel owner, the Company has performance obligations to provide accommodations to hotel guests and in return, the Company earns a nightly fee for an agreed upon period that is generally payable at the time the hotel guest checks out of the hotel. The Company typically satisfies the performance obligations over the length of the stay and recognizes the revenue on a daily basis, as the hotel rooms are occupied and the services are rendered. Other ancillary goods and services at the owned hotels are purchased independently of the hotel stay at the standalone selling prices and are considered separate performance obligations, which are satisfied at the point in time when the related good or service is provided to the guest. These primarily consist of food and beverage, incidentals, and parking fees. The hotel room night and other ancillary hotel ownership revenues are recognized within owned hotels revenue in the consolidated statements of income. Sales Taxes The Company presents the taxes collected from customers and then remitted to governmental authorities on a net basis and, therefore, the taxes are excluded from revenues in the consolidated financial statements. 74 Table of Contents Business Combination, Diligence and Transition Costs The Company incurs costs during the review of potential business combinations, including legal fees, financial advisory, and other professional service fees. If the Company is successful in completing a business combination, then the Company may incur transition and integration costs, including professional service fees, technology costs, and employee-related costs such as bonuses, retention, and severance. The business combination, diligence and transition costs are expensed as incurred in the consolidated statements of income. Notes & Accounts Receivable and Allowances for Credit Losses The Company provides financing in the form of notes receivable loans to franchisees to support the development or conversion of properties in strategic markets. The Company accrues interest for notes receivable loans in accordance with loan provisions. The Company considers notes receivable loans past due and in default when payments are not made when due in accordance with the then-current loan provisions or the terms extended to the borrowers, including loans with concessions or interest deferral. The Company suspends the accrual of interest when payments on loans are more than 30 days past due or upon a loan being classified as collateral-dependent. The Company applies the payments received for loans on a non-accrual status first to interest and then to principal. The Company does not resume an interest accrual until all delinquent payments are received based on the then-current loan provisions. The Company has developed a systematic methodology to determine its allowance for credit losses across our portfolio of notes receivable loans. The Company monitors the risk and performance of our portfolio by the level of security in the collateral (i.e., senior, subordinated, or unsecured), which is the Company's credit quality indicator. As each of the Company’s notes receivable loans has unique risk characteristics, the Company deploys its methodology to calculate allowances for credit losses at the individual notes receivable loan level. The Company primarily utilizes a discounted cash flow ("DCF") technique to measure the credit allowance, influenced by the key economic variables of each note receivable loan. The Company identified the key economic variables for these loans to be the loan-to-cost ("LTC") or loan-to-value ("LTV") ratios and a debt service coverage ratio ("DSCR"). The LTC or LTV ratio represents the loan principal relative to the project cost or value and is an indication of the loan principal's ability to be re-paid at loan maturity. The DSCR represents property-specific net operating income as a percentage of the interest and principal payments incurred (i.e., debt service) on all debt of the borrower for the property and is an indication of the borrower's ability to make timely payments during the term of the loan. The LTC or LTV ratios and DSCR are considered during the loan underwriting process as indications of risk and, accordingly, we believe these factors are the most representative risk indicators for calculating the allowance for credit loss. Loans with higher LTC or LTV ratios and lower DSCR ratios generally are representative of loans with greater risk and, accordingly, have higher credit allowances as a percentage of loan principal. Conversely, loans with lower LTC or LTV ratios and higher DSCR ratios generally are representative of loans with lesser risk and, accordingly, have lower credit allowances as a percentage of loan principal. In preparing or updating a DCF model to measure the credit allowance, the Company develops various recovery scenarios and, based on the key economic variables, the present status of the loan, and the underlying collateral, applies a probability-weighting to the outputs of the scenarios. Collateral-dependent financial assets are financial assets for which repayment is expected to be derived substantially through the operation or sale of the collateral and when the borrower is experiencing financial difficulty. For collateral-dependent loans, the expected credit losses are based on the fair value of the collateral, less the selling costs if repayment will be from the sale of the collateral. The Company calculates the fair value of the collateral using a DCF technique to project the cash flows or a market approach via quoted market prices. In developing the cash flow projections, the Company will review the borrower's financial statements for the property, economic trends, industry projections for the market where the property is located, and comparable sales capitalization rates. Management assesses the credit quality of the notes receivable portfolio and the adequacy of the credit loss allowances on a quarterly basis and recognizes the provisions for credit losses in selling, general and administrative expenses in the consolidated statements of income. Significant judgment is required in this analysis. Accounts receivable consists primarily of the franchise and related fees due from the hotel franchisees and are recorded at the invoiced amount. The allowance for credit losses is the Company’s best estimate of the amount of expected credit losses inherent in the accounts receivable balance. The Company determines the allowance considering its historical write-off experience, a review of the aged receivable balances and customer payment trends, the economic environment, and other available evidence. The Company recognizes the provisions for credit losses on accounts receivable in selling, general and administrative expenses and other expenses from franchised and managed properties in the consolidated statements of income. When the Company determines that a trade or note receivable is not collectible, then the account is written-off to the associated allowance for credit losses. 75 Table of Contents Refer to Note 4 for more information on the receivables and the allowances for credit losses. Advertising Costs The Company expenses advertising costs as the advertising occurs. Advertising expense was $ 195.2 million, $ 170.4 million, and $ 81.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company presents advertising costs primarily in other expenses from franchised and managed properties in the consolidated statements of income. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains cash balances at domestic banks, which at times may exceed the limits of the amounts insured by the Federal Deposit Insurance Corporation. In addition, the Company also maintains cash balances at international banks which do not provide deposit insurance. Capitalization Policies Property and equipment are generally recorded at cost and depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Major renovations and replacements incurred during construction are capitalized. The costs for computer software developed for internal use are capitalized during the application development stage and amortized using the straight-line method over the estimated useful lives of the software. The capitalized software licenses pertaining to cloud computing arrangements are amortized using the straight-line method over the shorter of the cloud computing arrangement term or the estimated useful lives of the software. The Company capitalizes the interest incurred during the construction and development of property and equipment, including software. The total interest capitalized as a cost of property and equipment was $ 5.8 million and $ 2.0 million during the years ended December 31, 2023 and 2022, respectively. As construction in progress and software development are completed and then placed in service, the assets are transferred to the appropriate property and equipment categories and depreciation and amortization begins. Upon the sale or the retirement of the property, the cost and the related accumulated depreciation are eliminated from the accounts and any related gain or loss is recognized in the consolidated statements of income. Repairs and maintenance, and minor replacements, are charged to expense as incurred. The Company has made certain acquisitions of hotel assets, which are recognized at the fair value of the consideration exchanged. Refer to Note 24 for more information. The Company acquires land parcels with the intention to develop hotels, which are recognized at cost within property and equipment, net in the consolidated balance sheets. If the Company determines that it will not progress to active construction and development of a land parcel, then the land parcel is reclassified to other assets in the consolidated balance sheets. The table below summarizes the estimated useful lives for the respective assets for depreciation and amortization purposes: Computer equipment and software 2 - 7 years Buildings and leasehold improvements 10 - 40 years Furniture, fixtures, vehicles and equipment 3 - 10 years Assets Held for Sale The Company considers assets to be held for sale when all of the following criteria are met: • Management commits to a plan to sell an asset; • It is unlikely that the disposal plan will be significantly modified or discontinued; • The asset is available for immediate sale in its present condition; • Actions required to complete the sale of the asset have been initiated; • The sale of the asset is probable and the Company expects the completed sale will occur within one year; and • The asset is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the Company recognizes the carrying value of each asset as a component of other current assets at the lower of its carrying value or its estimated fair value, less the estimated costs to sell, and immediately ceases the recognition of depreciation or amortization expense on the asset. If, at any time, these criteria are no longer met, subject to certain exceptions, then the assets previously classified as held for sale are reclassified as held and used and measured individually at the lower of (a) the carrying amount before the asset was 76 Table of Contents classified as held for sale, adjusted for any depreciation or amortization expense that would have been recognized had the asset been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell. Long-Lived Assets, Intangible Assets, and Goodwill The Company groups its long-lived assets, including property and equipment and definite-lived intangible assets (e.g., franchise rights and franchise agreement acquisition costs), at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company evaluates the potential impairment of its long-lived asset groups annually as of December 31 or earlier when other circumstances indicate that the Company may not be able to recover the carrying value of the asset group. When indicators of impairment are present, then the recoverability is assessed based on undiscounted expected cash flows. If the undiscounted expected cash flows are less than the carrying amount of the asset group, then an impairment charge is measured and recognized, as applicable, for the excess of the carrying value over the fair value of the asset group. The fair value of the long-lived asset groups are estimated primarily using discounted cash flow analyses representing the highest and best use by an independent market participant. Significant management judgment is involved in evaluating any indicators of impairment and developing any required projections to test for the recoverability or the estimated fair value. Furthermore, if management uses different projections or if different conditions occur in future periods, then future operating results could be materially impacted. The Company did not identify any indicators of impairment of long-lived assets from the Hotel Franchising reporting unit during the years ended December 31, 2023, 2022, and 2021, other than impairments on franchise sales commission assets and franchise agreement acquisition cost intangible assets, which are recognized within selling, general and administrative expenses and other expenses from franchised and managed properties in the consolidated statements of income. Refer to Note 2 for additional information. During the year ended December 31, 2023, the Company recognized an impairment loss on the long-lived assets associated with the legacy Radisson corporate office lease. Refer to Note 6 for additional information. The Company evaluates the impairment of goodwill and intangible assets with indefinite lives annually as of December 31 or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization that indicate that the Company may not be able to recover the carrying amount of the asset. In evaluating these assets for impairment, the Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit or the indefinite lived intangible asset is less than its carrying amount. If the conclusion is that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. If the conclusion is that it is more likely than not that the fair value of the asset is less than its carrying value, then a quantitative impairment test is performed whereby the carrying value is compared to the fair value of the asset and an impairment charge is recognized, as applicable, for the excess of the carrying value over the fair value. The Company may elect to forgo the qualitative assessment and move directly to the quantitative impairment tests for goodwill and indefinite-lived intangible assets. The Company determines the fair value of its reporting units and indefinite-lived intangible assets using the income and market methods. Goodwill is allocated to the Company's reporting units. The Company's reporting units are determined primarily by the availability of discrete financial information relied upon by the chief operating decision maker ("CODM") to assess performance and make operating segment resource allocation decisions. As of December 31, 2023, the Company's goodwill is allocated solely to the Hotel Franchising reporting unit. The Company performed the qualitative impairment analysis for the Hotel Franchising reporting unit, concluding that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount. As such, a quantitative test was not required and no impairment was recorded. Variable Interest Entities In accordance with the guidance for the consolidation of variable interest entities ("VIE"), the Company identifies its variable interests and analyzes to determine if the entity in which the Company has a variable interest is a VIE. The Company's variable interests include equity investments, loans, and guaranties. The determination of whether a variable interest is a VIE includes both quantitative and qualitative considerations. For those entities determined to be VIEs, a further quantitative and qualitative analysis is performed to determine if the Company is deemed to be the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impacts the entity's economic performance and who has an obligation to absorb the losses of the entity or a right to receive the benefits from the entity that could potentially be significant. The Company consolidates those entities in which it is determined to be the primary beneficiary. As of December 31, 2023, the Company is not the primary beneficiary of any VIE. The Company's qualitative analysis is based on its review of the design of the entity, the organizational structure including its decision-making ability, and the relevant development, operating management, and financial agreements. 77 Table of Contents The investments in unconsolidated affiliates where the Company is not deemed to be the primary beneficiary but where the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Investments in Affiliates The Company evaluates an investment in an affiliate for impairment when circumstances indicate that the carrying value may not be recoverable, such as a loan default, significant under-performance relative to historical or projected operating performance, and/or significant negative industry, market, or economic trends. When there is an indication that a loss in value has occurred, the Company evaluates the carrying value compared to the estimated fair value of the investment. The fair value is based upon internally-developed discounted cash flow models, third-party appraisals, or current estimated net sales proceeds from pending offers. There are judgments and assumptions in each of these fair value determinations, including our selection of comparable market transactions, the amount and timing of expected future cash flows, long-term growth rates, and sales capitalization rates. These nonrecurring fair value measurements are classified as level three in the fair value measurement hierarchy, as the Company utilized unobservable inputs which are significant to the overall fair value. If the estimated fair value is less than the carrying value, then management uses its judgment to determine if the decline in value is other-than-temporary. In determining this, the Company considers factors including, but not limited to, the length of time and extent of the decline, loss of value as a percentage of the cost, financial condition, near-term financial projections, the Company's intent and ability to recover the lost value, and current economic conditions. For declines in value that are deemed to be other-than-temporary, then the impairment charge is recognized to earnings. The Company did not recognize any impairment charges on its investments in affiliates during the year ended December 31, 2023. During the years ended December 31, 2022 and 2021, the Company recognized impairment charges of $ 0.2 million and $ 19.3 million, respectively, related to multiple investments in affiliates that are accounted for under the equity method of accounting. The impairment charges were recognized within equity in net (gain) loss of affiliates in the consolidated statements of income. Refer to Note 8 for additional information. Investments in Equity Securities The Company's investments in equity securities are recognized at fair value in the consolidated balance sheets, and the unrealized gains and losses on the investments in equity securities are recognized as other (gain) loss in the consolidated statements of income. Refer to Note 14 for additional information on the fair value measurements of the equity securities. The realized gains and losses on the investments in equity securities are recognized upon the disposition of the equity securities using the specific identification method as other (gain) loss in the consolidated statements of income. Foreign Operations The United States dollar is the functional currency of the consolidated entities operating in the United States. The functional currency for the consolidated entities operating outside of the United States is generally the currency of the primary economic environment in which the entity primarily generates and expends cash. The Company translates the financial statements of the consolidated entities whose functional currency is not the United States dollar into United States dollars. The Company translates the assets and liabilities at the exchange rate in effect as of the financial statements date, and translates income statement accounts using the approximate weighted average exchange rate for the period. The Company includes translation adjustments from foreign exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity (deficit). The Company presents foreign currency transaction gains and losses, and the effect of inter-company transactions of a short-term or trading nature, within other (gain) loss in the consolidated statements of income. For the years ended December 31, 2023, 2022, and 2021, the foreign currency transaction (gains) losses were $( 0.5 ) million, $ 1.0 million, and $ 0.4 million, respectively. Share-Based Compensation The Company recognizes compensation expense for share-based awards based on the fair value of the equity or liability instruments issued. The compensation expense is recognized on a straight-line basis over the requisite service period. Over the life of the share-based award grant, the Company's estimate of the share-based compensation expense for the share-based awards with performance and/or service requirements will be adjusted so that compensation expense is recognized only for the share-based awards that will ultimately vest. For the share-based award grants with market conditions, the fair value of the award is determined on the grant date and compensation expense is recognized on a straight-line basis over the life of the grant. Leases The Company determines if an arrangement is a lease, and the classification as either an operating lease or a financing lease, at lease inception. Operating leases are included in operating lease right-of-use assets, accrued expenses and other current liabilities, and operating lease liabilities in our consolidated balance sheets. As of December 31, 2023 and 2022, the Company did not have any leases classified as a financing lease. 78 Table of Contents On the commencement date, operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. Operating lease right-of-use assets are further offset by any prepaid rent, lease incentives, and any initial direct costs incurred. When a lease agreement does not provide an implicit rate, the Company utilizes its incremental borrowing rate based on the information available at the commencement date in determining the present value of the future minimum lease payments. Lease expense for the minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments include certain index-based changes in rent, certain non-lease components (such as maintenance and other services provided by the lessor), and other charges included in the lease. Variable lease payments are excluded from the future minimum lease payments and expensed as incurred. The Company has made an election to not separate the lease and the non-lease components for all classes of underlying assets in which it is the lessee. In addition, the Company has made an election to not recognize short-term leases with an initial term of 12 months or less in the consolidated balance sheet. These short-term leases are expensed on a straight-line basis over the lease term. Recently Adopted & Issued Accounting Standards In October 2021, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") 2021-08 which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Revenue from Contracts with Customers (Topic 606) , as if the acquirer had originated the contracts at the date of the business combination. ASU 2021-08 is effective for the annual reporting period beginning after December 15, 2022 and the interim periods within that fiscal years. Early adoption is permitted. The Company elected to early adopt ASU 2021-08 in the second quarter of 2022. There was no retrospective impact to our consolidated financial statement as a result of the adoption. ASU 2021-08 was applied in the accounting for the acquisition of Radisson Hotels Americas, and accordingly, the Company utilized the carrying values of contract assets and contract liabilities of Radisson Hotels Americas in application of acquisition accounting (refer to Note 24). In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses ("ASU 2022-02"). ASU 2022-02 eliminates the recognition and measurement guidance on troubled debt restructuring for creditors that have adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("Topic 326"), requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty, and includes new guidance on current-period gross write-offs presentation. ASU 2022-02 is effective for the annual reporting period beginning after December 15, 2022 and the interim periods within that fiscal year. Early adoption is permitted. The Company adopted ASU 2022-02 on a prospective basis effective January 1, 2023, and applied in the accounting for loan modifications made for borrowers experiencing financial difficulty in the fourth quarter of 2023. Refer to Note 4 for more information. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires public entities to disclose significant segment expenses by reportable segment if they are regularly provided to the CODM and included in each reported measure of segment profit or loss on both an annual and an interim basis. ASU 2023-07 is effective for the annual reporting period beginning after December 15, 2023 and the interim periods within the annual reporting period beginning after December 15, 2024. The Company is currently evaluating the potential impact that ASU 2023-07 will have on the Company's consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 is designed to provide additional information to financial statement users in regards to how an entity's operations, risks, and planning affect its tax rate, opportunities, and future cash flows. ASU 2023-09 is effective for the annual reporting period beginning after December 15, 2024. Based on the Company's assessment, the adoption of this standard is not expected to have an impact on the Company's consolidated financial statements, but it will require enhanced income tax disclosures in the notes to the consolidated financial statements. 2. Revenue Contract Liabilities Contract liabilities relate to (i) advance consideration received related to services considered to be a part of the brand intellectual property performance obligation, such as initial franchise fees that are paid when a franchise agreement is executed and system implementation fees that are paid at the time of installation, and (ii) amounts received when loyalty points are issued but the associated revenue has not yet been recognized since the related loyalty points have not been redeemed. 79 Table of Contents Deferred revenues from initial fees and system implementation fees are typically recognized over a ten-year period, unless the franchise agreement is terminated and the hotel exits the franchise system whereby the remaining deferred amounts are recognized to revenue in the period of termination. Loyalty points are typically redeemed within three years of issuance. The following table summarizes the significant changes in the contract liabilities balances during the year ended December 31, 2023: (in thousands) Balance as of December 31, 2022 $ 209,359 Increases to the contract liability balance due to cash received 115,661 Revenue recognized in the period ( 115,125 ) Balance as of December 31, 2023 $ 209,895 Remaining Performance Obligations The aggregate amount of the transaction price that is allocated to unsatisfied, or partially unsatisfied performance obligations was $ 209.9 million as of December 31, 2023. This amount represents the fixed transaction price that will be recognized as revenue in future periods, which is presented as current and non-current deferred revenue in the consolidated balance sheets. Based on the practical expedient elections permitted by ASU 2014-09, Revenue From Contracts with Customers (Topic 606) and subsequent amendments ("Topic 606"), the Company does not disclose the value of unsatisfied performance obligations for (i) variable consideration subject to the sales or usage-based royalty constraint or comprising a component of a series (including franchise, partnership, qualified vendor, and software as a service ("SaaS") agreements), (ii) variable consideration for which we recognize revenue at the amount to which we have the right to invoice for services performed, or (iii) contracts with an expected original duration of one year or less. Capitalized Franchise Agreement Costs Sales commissions earned by Company personnel upon execution of a franchise agreement (“franchise sales commissions”) meet the requirement to be capitalized as an incremental cost of obtaining a contract with a customer. The capitalized franchise sales commissions are amortized on a straight-line basis over the estimated benefit period of the arrangement, unless the franchise agreement is terminated and the hotel exits the system whereby the remaining capitalized amounts will be expensed in the period of termination. The estimated benefit period is the Company's estimate of the duration a hotel will remain in the Choice system. As of December 31, 2023 and 2022, the capitalized franchise sales commissions were $ 58.6 million and $ 57.6 million, respectively, which are recognized within other assets in the consolidated balance sheets. For the years ended December 31, 2023, 2022, and 2021, amortization expense and impairment charges were $ 13.1 million, $ 13.0 million, and $ 11.9 million, respectively, which are recognized in selling, general and administrative expenses in the consolidated statements of income. The Company makes certain payments to customers as an incentive to enter into new franchise agreements (“franchise agreement acquisition costs”). These payments are recognized as an adjustment to the transaction price and capitalized as an intangible asset in the consolidated balance sheets. The franchise agreement acquisition cost intangible assets are amortized on a straight-line basis over the estimated benefit period of the arrangement as a reduction to royalty, licensing and management fees and other revenues from franchised and managed properties in the consolidated statements of income. For the years ended December 31, 2023, 2022, and 2021, impairments from adverse franchise agreement activity, including terminations and significant delinquencies in construction or invoice payments, were $ 7.3 million, $ 2.5 million, and $ 11.1 million, respectively, which are recognized in selling, general and administrative expenses and other expenses from franchised and managed properties in the consolidated statements of income. 80 Table of Contents Disaggregation of Revenue The following table presents our revenues by over time and point in time recognition: Year Ended December 31, 2023 (in thousands) Over time Point in time Total Royalty, licensing and management fees $ 502,164 $ 11,248 $ 513,412 Initial franchise fees 27,787 — 27,787 Platform and procurement services fees 72,275 2,839 75,114 Owned hotels 72,132 25,509 97,641 Other 46,051 — 46,051 Other revenues from franchised and managed properties 705,114 79,046 784,160 Total revenues $ 1,425,523 $ 118,642 $ 1,544,165 Year Ended December 31, 2022 (in thousands) Over time Point in time Total Royalty, licensing and management fees $ 471,601 $ 158 $ 471,759 Initial franchise fees 28,074 — 28,074 Platform and procurement services fees 60,768 3,032 63,800 Owned hotels 55,428 15,398 70,826 Other 64,740 — 64,740 Other revenues from franchised and managed properties 596,668 106,082 702,750 Total revenues $ 1,277,279 $ 124,670 $ 1,401,949 Year Ended December 31, 2021 (in thousands) Over time Point in time Total Royalty, licensing and management fees $ 397,218 $ — $ 397,218 Initial franchise fees 26,342 — 26,342 Platform and procurement services fees 47,878 2,515 50,393 Owned hotels 32,191 5,642 37,833 Other 28,669 — 28,669 Other revenues from franchised and managed properties 465,184 63,659 528,843 Total revenues $ 997,482 $ 71,816 $ 1,069,298 The owned hotels revenues that are recognized at a point in time represent the goods and services that are purchased independently of the hotel stay, such as food and beverage, incidentals, and parking fees. The remaining revenues that are recognized at a point in time represent the loyalty points that are redeemed by members for benefits (with both franchisees and third-party partners), net of the cost of redemptions. For the years ended December 31, 2023, 2022, and 2021, the loyalty net revenues, inclusive of adjustments to the estimated redemption rates, were $ 93.1 million, $ 109.3 million, and $ 66.2 million, respectively. During the year ended December 31, 2022, other revenues included contract termination fee revenue of $ 22.7 million from the exit of 110 WoodSpring units in September 2022. The contract termination fee revenue consisted of $ 67.4 million in consideration received, less the $ 44.7 million in intangible assets that were initially recognized on the date of the WoodSpring acquisition. As presented in Note 20, the Corporate & Other segment revenue amounts were $ 110.9 million, $ 108.9 million, and $ 45.7 million for the years ended December 31, 2023, 2022, and 2021, respectively, which are presented in other revenues and owned hotels revenues in the consolidated statements of income. The remaining revenues relate to the Hotel Franchising & Management reportable segment. Royalty, licensing and management fees and other revenues from franchised and managed properties are presented net of intersegment revenues of $ 11.1 million, $ 5.5 million, and $ 2.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. 81 Table of Contents 3 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, (in thousands) 2023 2022 Prepaid expenses $ 34,669 $ 29,640 Other current assets 4,162 2,877 Total prepaid expenses and other current assets $ 38,831 $ 32,517 4. Receivables and Allowance for Credit Losses Notes Receivable The Company has provided financing in the form of notes receivable loans to franchisees to support the development of hotel properties in strategic markets. The Company's credit quality indicator is the level of security in the note receivable. The following table summarizes the composition of the notes receivable balances by credit quality indicator and the allowance for credit losses: December 31, (in thousands) 2023 2022 Senior $ 85,919 $ 95,466 Subordinated 17,004 17,075 Unsecured 5,359 5,674 Total notes receivable 108,282 118,215 Less: allowance for credit losses 8,616 10,172 Total notes receivable, net of allowance for credit losses $ 99,666 $ 108,043 Current portion, net of allowance for credit losses $ 20,766 $ 52,466 Long-term portion, net of allowance for credit losses $ 78,900 $ 55,577 The following table summarizes the amortized cost basis of the notes receivable by the year of origination and credit quality indicator: (in thousands) 2023 2022 2021 2020 2019 Prior Total Senior $ — $ — $ — $ — $ 28,840 $ 57,079 $ 85,919 Subordinated 3,496 — — — — 13,508 17,004 Unsecured — 234 1,291 886 208 2,740 5,359 Total notes receivable $ 3,496 $ 234 $ 1,291 $ 886 $ 29,048 $ 73,327 $ 108,282 The following table summarizes the activity related to the Company’s notes receivable allowance for credit losses: December 31, (in thousands) 2023 2022 Beginning balance $ 10,172 $ 16,779 Provision for credit losses 763 ( 938 ) Recoveries ( 2,319 ) ( 5,669 ) Ending balance $ 8,616 $ 10,172 As of December 31, 2023 and December 31, 2022, one note receivable loan with a senior credit quality indicator met the definition of collateral-dependent and is collateralized by membership interests in the borrowing entities and the associated land parcel. The Company used a market approach using quoted market prices to value the underlying collateral. The Company reviewed the borrower's financial statements, economic trends, industry projections for the market, and comparable sales capitalization rates, which represent significant inputs to the cash flow projections. These nonrecurring fair value measurements are classified as Level 3 in the fair value measurement hierarchy because they are unobservable inputs which are significant to the overall fair value. Based on the Company's analysis, the fair value of the collateral secures substantially all of the carrying 82 Table of Contents value of the note receivable loan. The allowances for credit losses attributable to the collateral-dependent note receivable loan increased by $ 1.3 million from $ 0.9 million as of December 31, 2022 to $ 2.2 million as of December 31, 2023. During the year ended December 31, 2023, the recoveries were primarily associated with cash collections pursuant to a settlement agreement with a borrower. During the year ended December 31, 2022, the recoveries were primarily associated with a note receivable loan that was previously classified as collateral-dependent and was settled in exchange for an operating hotel on April 14, 2022. Refer to Note 24 regarding the 2022 asset acquisition accounting. The following table summarizes the past due balances by credit quality indicator of the notes receivable: (in thousands) 1-30 days Past Due 31-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable As of December 31, 2023 Senior $ — $ — $ 15,200 $ 15,200 $ 70,719 $ 85,919 Subordinated — 2,936 — 2,936 14,068 17,004 Unsecured — — 400 400 4,959 5,359 $ — $ 2,936 $ 15,600 $ 18,536 $ 89,746 $ 108,282 As of December 31, 2022 Senior $ — $ 15,200 $ — $ 15,200 $ 80,266 $ 95,466 Subordinated — — 2,209 2,209 14,866 17,075 Unsecured 20 40 40 99 5,574 5,674 $ 20 $ 15,240 $ 2,249 $ 17,508 $ 100,706 $ 118,215 The amortized cost basis of the notes receivable in a non-accrual status was $ 15.9 million and $ 18.7 million as of December 31, 2023 and 2022, respectively. Variable Interest through Notes Receivable The Company has issued notes receivable loans to certain entities that have created variable interests in the associated borrowers totaling $ 95.1 million and $ 103.2 million as of December 31, 2023 and 2022, respectively. The Company has determined that it is not the primary beneficiary of these VIEs. For collateral-dependent loans, the Company has no exposure to the borrowing VIE beyond the respective note receivable and the limited commitments which are addressed in Note 23. Accounts Receivable Accounts receivable consists primarily of franchise and related fees due from the hotel franchisees and are recorded at the invoiced amount. During the year ended December 31, 2023, the Company recognized provisions for credit losses on accounts receivable of $ 7.5 million in selling, general and administrative expenses, and $ 9.0 million in other expenses from franchised and managed properties, in the consolidated statements of income. During the year ended December 31, 2022, the Company recognized reversals of provisions for credit losses on accounts receivable of $ 0.4 million in selling, general and administrative expenses, and provisions for credit losses on accounts receivable of $ 1.4 million in other expenses from franchised and managed properties, in the consolidated statements of income. For the years ended December 31, 2023 and 2022, the Company recorded write-offs, net of recoveries, through the accounts receivable allowance for credit losses of $ 0.6 million and $ 12.4 million, respectively. 83 Table of Contents 5. Property and Equipment The components of property and equipment were the following: December 31, (in thousands) 2023 2022 Land and land improvements $ 44,978 $ 37,335 Construction in progress and software under development 98,310 76,700 Computer equipment and software 261,287 243,436 Buildings and leasehold improvements 305,485 261,669 Furniture, fixtures, vehicles and equipment 63,917 61,489 Property and equipment 773,977 680,629 Less: Accumulated depreciation and amortization ( 280,499 ) ( 253,323 ) Property and equipment, net $ 493,478 $ 427,306 For the years ended December 31, 2023, 2022, and 2021, depreciation expense, excluding the activity attributable to other expenses from franchised and managed properties, was $ 20.9 million, $ 14.5 million, and $ 16.5 million, respectively. As of December 31, 2023 and 2022, unamortized capitalized software development costs were $ 50.3 million and $ 58.5 million, respectively. For the years ended December 31, 2023, 2022, and 2021, the amortization of capitalized software development costs was $ 30.3 million, $ 26.6 million, and $ 14.1 million, respectively, which is included in the other expenses from franchised and managed properties and depreciation and amortization line items in the consolidated statements of income. 6. Goodwill, Impairment of Assets, and Sale of Business and Assets Goodwill The following table summarizes the carrying amount of the Company's goodwill: December 31, (in thousands) 2023 2022 Goodwill $ 226,231 $ 166,774 Accumulated impairment losses ( 7,578 ) ( 7,578 ) Goodwill, net of accumulated impairment losses 218,653 159,196 Goodwill arising from the Radisson Hotels Americas acquisition (refer to Note 24) 1,534 59,457 Goodwill, net carrying amount $ 220,187 $ 218,653 As of December 31, 2023 and 2022, goodwill is entirely attributable to the Hotel Franchising reporting unit. The Company assessed the qualitative factors attributable to the Hotel Franchising reporting unit and determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. The Hotel Franchising reporting unit is included in the Hotel Franchising & Management reportable segment in Note 20. Long-lived Asset Group Impairments Legacy Radisson Corporate Office Lease On October 12, 2023, the Company executed an agreement to sublease the legacy Radisson corporate office space in Minneapolis, Minnesota. As a result of the intended change of use, the Company determined the assets associated with the legacy Radisson corporate office space represent their own long-lived asset group, inclusive of the head lease right-of-use asset and leasehold improvements, with a carrying value of $ 9.5 million. The legacy Radisson corporate office space long-lived asset group was determined to be impaired due to the carrying value exceeding its fair value, which resulted in the recognition of a $ 3.4 million impairment loss, which is presented in impairments of long-lived assets in the consolidated statements of income and the Corporate & Other segment in Note 20. This nonrecurring fair value measurement, which is based on a discounted cash flows analysis, is classified as Level 3 in the fair value measurement hierarchy because there are unobservable inputs which are significant to the overall fair value. Real Estate Asset Sales During the year ended December 31, 2022, four separately owned Cambria hotel assets or land parcels met the held for sale classification and the Company completed the sale transactions to third-party franchisees, which resulted in the derecognition of 84 Table of Contents the assets from the consolidated balance sheets. During the year ended December 31, 2022, the Company recognized a gain on sale of business and assets, net for the four sale transactions of $ 16.2 million in the Corporate & Other segment. Commercial Office Building On December 30, 2014, a court awarded the Company title to a commercial office building as settlement of a portion of an outstanding loan receivable for which the building was pledged as collateral. In 2021, the Company committed to a plan to sell the commercial office building, which met the held for sale classification in the third quarter of 2021. The commercial office building was sold in November 2021 for $ 6.1 million, which resulted in a gain of $ 13 thousand which is presented in gain on sale of business and assets, net in the consolidated statements of income. The financial results of the commercial office building are included in the Corporate & Other segment in Note 20. 7. Intangible Assets The components of the Company's intangible assets were the following: As of December 31, 2023 As of December 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Franchise Rights (1) $ 354,735 $ 123,845 $ 230,890 $ 352,665 $ 104,836 $ 247,829 Franchise Agreement Acquisition Costs (2) 424,695 98,103 326,592 307,169 68,085 239,084 Trademarks & Other (3) 19,876 13,721 6,155 19,236 12,888 6,348 Capitalized SaaS Licenses (4) 17,397 16,673 724 17,807 15,592 2,215 Total amortizing intangible assets 816,703 252,342 564,361 696,877 201,401 495,476 Trademarks (non-amortizing) (5) 246,714 — 246,714 246,714 — 246,714 Total intangible assets $ 1,063,417 $ 252,342 $ 811,075 $ 943,591 $ 201,401 $ 742,190 (1) Represents the purchase price assigned to long-term franchise contracts. The unamortized balance relates primarily to the franchise rights established from the Radisson Hotels Americas Transaction, as well as WoodSpring franchise rights active since acquisition. The franchise rights are being amortized over useful lives ranging from 12 to 15 years on a straight-line basis. (2) Represents certain payments to customers as an incentive to enter into new franchise agreements, which are amortized as a reduction to royalty, licensing and management fees and other revenues from franchised and managed properties in the consolidated statements of income over useful lives generally ranging from 10 to 30 years on a straight-line basis commencing at hotel opening. The gross and accumulated amortization amounts are written off upon full amortization recognition, including the termination of an associated franchise agreement. Refer to Note 2 for a discussion of the impairments recognized. (3) Represents definite-lived trademarks and other various amortizing assets, including management agreements, which are generally amortized on a straight-line basis over a period of 10 years to 30 years. (4) Represents software licenses capitalized under a SaaS agreement, which are generally amortized on a straight-line basis over an average period of 3 years. (5) Represents the purchase price assigned to the Radisson, WoodSpring, and Suburban trademarks established at the time of their respective acquisitions. The trademarks are non-amortizing assets because they are expected to generate future cash flows for an indefinite period of time. For the years ended December 31, 2023, 2022, and 2021, amortization expense on the amortizing intangible assets was $ 42.5 million, $ 35.1 million, and $ 25.2 million, respectively. The estimated annual amortization expense on the amortizing intangible assets for each of the next five years is as follows: (in thousands) 2024 $ 42,560 2025 $ 41,598 2026 $ 40,886 2027 $ 39,808 2028 $ 37,982 8. Investments in Affiliates The Company has equity method investments in affiliates primarily related to the Company's program to offer equity support to qualified franchisees to develop and operate Cambria Hotels in strategic markets. As of December 31, 2023 and 2022, the Company had total investments in affiliates in the consolidated balance sheets of $ 70.6 million and $ 30.6 million, respectively, which included investments in affiliates that represent VIEs of $ 59.4 million and $ 24.5 million, respectively. The Company has determined that it is not the primary beneficiary of any of these VIEs, however the 85 Table of Contents Company does exercise significant influence through its equity ownership and as a result, the investments in these affiliates are accounted for under the equity method of accounting. During the years ended December 31, 2023, 2022, and 2021, the Company recognized losses totaling $ 3.4 million, $ 3.7 million, and $ 18.9 million, respectively, from these investment that represent VIEs. The Company's maximum exposure to losses related to its investments in the VIEs is limited to the total of its respective equity investment as well as certain limited payment guaranties, which are described in Note 23 of these consolidated financial statements. The Company recognized no impairment charges during the year ended December 31, 2023. During the years ended December 31, 2022 and 2021, the Company recognized impairment charges of $ 0.2 million and $ 19.3 million, respectively, related to certain equity method investments. The Company estimated the fair value of each investment on an individual basis and derived the fair value from a combination of observable prices from offers received for either the underlying collateral or the ownership interest of the unconsolidated affiliate, comparable market transactions, and DCF techniques to project the cash flows for the investment based upon the underlying property. There are judgments and assumptions in each of these fair value determinations, including our selection of comparable market transactions, the amount and timing of the expected future cash flows, long-term growth rates, and sales capitalization rates. These nonrecurring fair value measurements are classified as level three in the fair value measurement hierarchy, as the Company utilized unobservable inputs which are significant to the overall fair value. Based on these analyses, in each case the Company determined that the fair value declined below the carrying value and the decline is other-than-temporary. As a result, the Company recognized an impairment charge equal to the difference between the carrying value and the estimated fair value for each investment. During the years ended December 31, 2023 and 2021, the Company received distributions of $ 0.9 million and $ 15.6 million, respectively, from the sales of ownership interests or from the distributions from the sales of the underlying assets of the affiliates, which resulted in no net gains (losses) and a $ 6.9 million net gain, respectively. The Company received no distributions and therefore recognized no net gains (losses) during the year ended December 31, 2022. The Company's ownership interests in its affiliates were as follows: Ownership Interest December 31, 2023 December 31, 2022 Choice Hotels Canada, Inc. (1) 50 % 50 % Main Street WP Hotel Associates, LLC 50 % 50 % CS Hotel West Orange, LLC 50 % 50 % City Market Hotel Development, LLC 43 % 43 % CS Woodlands, LLC (2) — % 50 % 926 James M. Wood Boulevard, LLC 75 % 75 % EH Glendale JV LLC 80 % — % CS Lakeside Santa Clara LLC 50 % 50 % BL 219 Holdco, LP 50 % 50 % Integrated 32 West Randolph LLC 20 % 20 % EH Nampa JV LLC 80 % 80 % Radisson Hotel La Crosse (1) 14 % 14 % EH Cheyenne JV LLC 80 % — % EH Waco JV LLC 80 % — % EH Amarillo JV LLC 80 % — % EH Yuma JV LLC 80 % — % EH El Paso JV LLC 80 % — % EH Brownsville JV LLC 80 % — % (1) Non-VIE investments. (2) During the year ended December 31, 2023, the Company received distributions resulting from the sale of the underlying assets of the affiliate. 86 Table of Contents The following tables present summarized financial information for all of the unconsolidated joint ventures in which the Company holds an investment in affiliate that is accounted for under the equity method of accounting: Year Ended December 31, (in thousands) 2023 2022 2021 Revenues $ 65,634 $ 58,821 $ 35,514 Operating income $ 12,504 $ 7,977 $ 2,299 Income (loss) from continuing operations $ 314 $ 1,837 $ ( 5,227 ) Net loss $ ( 1,255 ) $ ( 1,058 ) $ ( 1,593 ) As of December 31, (in thousands) 2023 2022 Current assets $ 63,397 $ 39,870 Non-current assets 269,693 237,347 Total assets $ 333,090 $ 277,217 Current liabilities $ 63,526 $ 38,660 Non-current liabilities 177,451 181,894 Total liabilities $ 240,977 $ 220,554 9. Other Assets Other assets consisted of the following: December 31, (in thousands) 2023 2022 Land and buildings $ 20,303 $ 20,303 Capitalized franchise sales commissions 58,611 57,606 Other assets 14,375 13,159 Total other assets $ 93,289 $ 91,068 The land and buildings presented as other assets in the consolidated balance sheets represent real estate that the Company does not intend to progress to active construction and development. 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, (in thousands) 2023 2022 Accrued compensation and benefits $ 51,385 $ 75,453 Accrued interest 10,606 9,628 Dividends payable 14,902 13,136 Termination benefits 5,252 1,242 Income taxes payable 6,954 6,388 Current operating lease liabilities 4,238 10,663 Other liabilities 15,911 14,900 Total accrued expenses and other current liabilities $ 109,248 $ 131,410 87 Table of Contents 11. Deferred Revenue Deferred revenue consisted of the following: December 31, (in thousands) 2023 2022 Initial franchise fees $ 128,935 $ 123,790 Loyalty programs 98,225 93,419 System implementation fees 3,912 4,675 Procurement services fees 7,963 2,568 Other 2,782 2,392 Total deferred revenue $ 241,817 $ 226,844 Current portion $ 108,316 $ 92,695 Long-term portion $ 133,501 $ 134,149 Refer to Note 2 for the revenue recognition policies resulting in the deferral of revenue, including loyalty programs and the relationship between the loyalty programs deferred revenue and the liability for the guest loyalty programs. 12. Debt Debt consisted of the following: December 31, 2023 2022 (in thousands) $ 500 million unsecured term loan due 2024 ("2023 Term Loan") with an effective interest rate of 6.83 %, less a discount and deferred issuance costs of $ 0.7 million at December 31, 2023 $ 499,268 $ — $ 450 million senior unsecured notes due 2031 ("2020 Senior Notes") with an effective interest rate of 3.86 %, less a discount and deferred issuance costs of $ 4.3 million and $ 4.9 million at December 31, 2023 and December 31, 2022, respectively 445,690 445,080 $ 400 million senior unsecured notes due 2029 ("2019 Senior Notes") with an effective interest rate of 3.88 %, less a discount and deferred issuance costs of $ 3.6 million and $ 4.2 million at December 31, 2023 and December 31, 2022, respectively 396,440 395,838 $ 850 million senior unsecured revolving credit facility with an effective interest rate of 6.54 %, less deferred issuance costs of $ 1.9 million and $ 1.8 million at December 31, 2023 and December 31, 2022, respectively 226,621 358,189 Economic development loans with an effective interest rate of 3 % at December 31, 2022 — 4,416 Total debt $ 1,568,019 $ 1,203,523 Less: current portion 499,268 2,976 Total long-term debt $ 1,068,751 $ 1,200,547 As of December 31, 2023, the scheduled principal maturities of debt, net of unamortized discounts, premiums, and deferred issuance costs, were as follows: (in thousands) Senior Notes Revolving Credit Facility Term Loan Total 2024 $ — $ — $ 499,268 $ 499,268 2025 — — — — 2026 — 226,621 — 226,621 2027 — — — — 2028 — — — — Thereafter 842,130 — — 842,130 Total payments $ 842,130 $ 226,621 $ 499,268 $ 1,568,019 88 Table of Contents Senior Unsecured Credit Facility On February 14, 2023, the Company entered into a Third Amendment to the Amended and Restated Senior Unsecured Credit Agreement (the "Amendment"). The Amendment provides, among other things, for (i) an increase in the aggregate amount of commitments under the Company's existing $ 600 million unsecured credit facility (the "Revolver") by $ 250 million (the “Increased Commitments”) to an aggregate amount of $ 850 million, and (ii) the replacement of the interest reference rate for U.S. dollar-denominated borrowings under the Revolver from the London Interbank Offered Rate to an adjusted Secured Overnight Financing Rate. The pricing and other terms applicable to the Increased Commitments are the same as those applicable to the existing revolving loan commitments that were in effect prior to the Amendment. Except as amended by the Amendment, the remaining terms of the unsecured credit facility remain in full force and effect. 2023 Term Loan On December 18, 2023, the Company entered into a $ 500 million unsecured term loan with a maturity date of December 16, 2024 (the "2023 Term Loan"), which has an optional one-year extension that can be requested by the Company prior to the initial maturity date. The extension option is subject to the consent of the lenders and certain customary conditions. The 2023 Term Loan and all accrued but unpaid interest must be repaid in full on the maturity date. Upon the occurrence of certain debt issuances and equity issuances, as defined in the term loan agreement, the Company is required to make certain principal prepayments of the 2023 Term Loan in an amount equal to 100 % of the net cash proceeds from those debt and equity issuances. The Company may elect to have the 2023 Term Loan bear interest at a rate equal to (i) SOFR (subject to a credit spread adjustment of 0.10 % and a 0.00 % floor) plus a margin ranging from 125 to 175 basis points, or (ii) a base rate plus a margin ranging from 25 to 75 basis points. In each case, the margin is determined according to the Company’s senior unsecured long-term debt rating. The term loan agreement requires that the Company comply with various covenants, including restrictions on liens, incurring indebtedness, making dividends, stock repurchases, investments, and completing mergers and/or asset sales. The term loan agreement has financial covenants which require the Company to maintain a consolidated fixed charge coverage ratio of at least 2.5 to 1.0, and a total leverage ratio of not more than 4.5 to 1.0 which may be increased to 5.5 to 1.0 for up to three consecutive fiscal quarters commencing with the fiscal quarter in which certain material acquisitions are consummated. As long as the Company maintains an Investment Grade Rating, as defined in the term loan agreement, then the Company will not need to comply with the consolidated fixed charge coverage ratio covenant. The term loan agreement includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest, and other obligations of the Company under the term loan agreement to be immediately due and payable. Economic Development Loans The Company entered into economic development agreements with various governmental entities in conjunction with the relocation of its corporate headquarters in April 2013. In accordance with these agreements, the governmental entities agreed to advance approximately $ 4.4 million to the Company to offset a portion of the corporate headquarters relocation and tenant improvement costs in consideration of the employment of permanent, full-time employees within the jurisdictions. These advances bear interest at a rate of 3 % per annum. Repayment of the advances is contingent upon the Company achieving certain performance conditions. The performance conditions are measured annually on December 31st and primarily relate to maintaining certain levels of employment within the various jurisdictions. If the Company fails to meet an annual performance condition, then the Company may be required to repay a portion, or all, of the advances including accrued interest by April 30th following the measurement date. Any outstanding advances upon expiration of the Company's ten-year corporate headquarters lease agreement in 2023 will be forgiven in full. The $ 4.4 million of advances were included in debt in the consolidated balance sheets. Upon the expiration of the Company's previous ten-year corporate headquarters lease agreement in 2023, the Company concluded that it had achieved the performance conditions over the entire term of the agreement and therefore, the Company is not required to repay the advances. As a result, during the year ended December 31, 2023, the Company derecognized the $ 4.4 million economic development loans debt from the consolidated balance sheets and recognized a gain on extinguishment of debt in the consolidated statements of income. 89 Table of Contents 13. Non-Qualified Retirement, Savings, and Investment Plans The Company sponsors two non-qualified retirement savings and investment plans for certain employees and senior executives. Employee and Company contributions are maintained in separate irrevocable trusts. Legally, the assets of the trusts remain those of the Company; however, access to the trusts’ assets is severely restricted. The trusts cannot be revoked by the Company or an acquirer, but the assets are subject to the claims of the Company’s general creditors. The participants do not have the right to assign or transfer contractual rights in the trusts. In 2002, the Company adopted the Choice Hotels International, Inc. Executive Deferred Compensation Plan ("EDCP") which became effective January 1, 2003. Under the EDCP, certain executive officers may defer a portion of their salary into an irrevocable trust and invest these amounts in a selection of available diversified investment options. In 1997, the Company adopted the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan ("Non-Qualified Plan"). The Non-Qualified Plan allows certain employees who do not participate in the EDCP to defer a portion of their salary and invest these amounts in a selection of available diversified investment options. Under the EDCP and Non-Qualified Plan, (together, the "Deferred Compensation Plan"), the Company recognized current and long-term deferred compensation and retirement plan liabilities of $ 47.5 million and $ 37.4 million as of December 31, 2023 and 2022, respectively, related to these deferrals and credited investment returns under these two deferred compensation plans. Compensation expense is recognized in selling, general and administrative expenses in the consolidated statements of income based on the change in the deferred compensation obligations related to the earnings credited to the participants as well as the changes in the fair value of the diversified investments. For the years ended December 31, 2023 and 2021, the increase in compensation expense recognized in selling, general and administrative expenses was $ 7.0 million and $ 6.1 million, respectively. For the year ended December 31, 2022, the decrease in compensation expense recognized in selling, general and administrative expenses was $ 5.3 million. Under the Deferred Compensation Plan, the Company has invested the employee salary deferrals in diversified long-term investments which are intended to provide investment returns that offset the earnings credited to the participants. As of December 31, 2023 and 2022, the employee benefit plans investments held in the trusts totaled $ 41.6 million and $ 32.4 million, respectively, and are recognized at fair value, which is based on quoted market prices. As of December 31, 2023, the Company expects $ 1.8 million of the assets held in the trusts to be distributed during the year ended December 30, 2024 to plan participants. These investments are considered trading securities and therefore, the changes in the fair value of the diversified assets is included in other (gain) loss in the consolidated statements of income. During the years ended December 31, 2023 and 2021, the Company recognized investment gains of $ 6.6 million and $ 5.6 million, respectively. During the year ended December 31, 2022, the Company recognized investment losses of $ 6.0 million. The Deferred Compensation Plan held no shares of the Company's common stock as of December 31, 2023 and 2022. 14. Fair Value Measurements The Company estimates the fair value of its financial instruments utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The following summarizes the three levels of inputs, as well as the assets that the Company values using those levels of inputs on a recurring basis. Level 1 - Quoted prices in active markets for identical assets and liabilities. The Company’s Level 1 assets consist of equity securities and mutual funds held in the Company's Deferred Compensation Plan. Level 2 - Observable inputs, other than quoted prices in active markets for identical assets and liabilities, such as quoted prices for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable. The Company’s Level 2 assets consist of money market funds held in the Company's Deferred Compensation Plan. Level 3 - Unobservable inputs, supported by little or no market data available, where the reporting entity is required to develop its own assumptions to determine the fair value of the instrument. The Company does not currently have any assets recorded at fair value on a recurring basis whose fair value was determined using Level 3 inputs and there were no transfers of Level 3 assets during the years ended December 31, 2023 and 2022. 90 Table of Contents As of December 31, 2023 and 2022, the Company recognized the following assets at fair value on a recurring basis in the consolidated balance sheets: Fair Value Measurements at Reporting Date Using (in thousands) Total Level 1 Level 2 Level 3 December 31, 2023 Equity securities $ 116,374 $ 116,374 $ — $ — Mutual funds (1) 36,810 36,810 — — Money market funds (1) 4,767 — 4,767 — Total $ 157,951 $ 153,184 $ 4,767 $ — December 31, 2022 Equity securities $ — $ — $ — $ — Mutual funds (1) 29,143 29,143 — — Money market funds (1) 3,242 — 3,242 — Total $ 32,385 $ 29,143 $ 3,242 $ — (1) The current assets at fair value noted above are presented in prepaid expenses and other assets in the consolidated balance sheets. The long-term assets at fair value noted above are presented in investments for employee benefit plans, at fair value in the consolidated balance sheets. Investments in Equity Securities The following table is a summary of the unrealized gains and losses of investments in equity securities. There have been no dispositions and therefore no realized gains or losses in equity securities during the year ended December 31, 2023. 2023 2022 (in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Equity Securities $ 112,420 $ 3,954 $ — $ 116,374 $ — $ — $ — $ — Other Financial Instruments Disclosure The Company believes that the fair values of its current assets and current liabilities approximate their reported carrying amounts due to the short-term nature of these items. In addition, the interest rate on the senior unsecured revolving credit facility and the 2023 Term Loan adjusts frequently based on current market interest rates; therefore, the Company believes the carrying amount approximates fair value. The fair values of the Company's senior unsecured notes are classified as Level 2 because the significant inputs are observable in an active market. Refer to Note 12 for additional information on debt. As of December 31, 2023 and 2022, the carrying amounts and the fair values were as follows: December 31, 2023 December 31, 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 2020 Senior Notes $ 445,690 $ 389,241 $ 445,080 $ 384,647 2019 Senior Notes $ 396,440 $ 355,068 $ 395,838 $ 349,368 The fair value estimates are made at a specific point in time, are subjective in nature, and involve uncertainties and matters of significant judgment. The settlement of such fair value amounts may not be possible or a prudent management decision. 15. Income Taxes The total income before income taxes, classified by source of income, was as follows: Year Ended December 31, (in thousands) 2023 2022 2021 U.S. $ 303,337 $ 409,666 $ 355,408 Outside the U.S. 33,619 27,140 21,084 Income before income taxes $ 336,956 $ 436,806 $ 376,492 91 Table of Contents The provision for income taxes, classified by the timing and the location of payment, was as follows: Year Ended December 31, (in thousands) 2023 2022 2021 Current tax expense Federal $ 60,493 $ 103,275 $ 71,573 State 16,890 20,068 15,605 Foreign 1,593 2,331 1,041 Deferred tax (benefit) expense Federal ( 2,022 ) ( 18,974 ) ( 2,690 ) State ( 1,874 ) ( 4,163 ) ( 1,254 ) Foreign 3,369 2,117 3,260 Income tax expense $ 78,449 $ 104,654 $ 87,535 The net deferred tax assets were as follows: December 31, (in thousands) 2023 2022 Deferred tax assets: Accrued compensation $ 18,325 $ 17,044 Deferred revenue 30,007 46,758 Receivable, net 12,460 8,599 Tax credits 19,194 16,379 Operating lease liabilities 28,673 19,715 Partnership interests 5,516 3,948 Foreign net operating losses 7,564 8,245 Non-U.S. intellectual property 15,149 17,642 Other 6,588 5,589 Total gross deferred tax assets 143,476 143,919 Less: Valuation allowance ( 24,228 ) ( 21,402 ) Deferred tax assets $ 119,248 $ 122,517 Deferred tax liabilities: Property, equipment and intangible assets $ ( 5,605 ) $ ( 15,585 ) Operating lease ROU assets ( 21,379 ) ( 17,703 ) Other ( 2,729 ) ( 1,047 ) Deferred tax liabilities ( 29,713 ) ( 34,335 ) Net deferred tax assets $ 89,535 $ 88,182 The Company assesses all positive and negative evidence to estimate whether sufficient future taxable income will be generated to use its deferred tax assets. Based on this evaluation, the Company recorded a net change to its valuation allowance of $ 2.8 million due to state tax credits. The Company has $ 19.2 million of state income tax credit carryforwards. It is unlikely that we will realize these benefits. Accordingly, the Company has provided a full valuation allowance against these carryforwards. The Company has also provided a tax-effected valuation allowance of $ 5.0 million on its foreign deferred tax assets because the Company believes that it is unlikely that we will realize some of these benefits. As of December 31, 2023, the Company had gross foreign net operating losses ("NOLs") of $ 28.5 million, all of which have indefinite carryforward lives. The Company has recorded a tax-effected valuation allowance of $ 2.0 million for these NOLs, primarily related to France and India. In addition, the Company has a Dutch deferred tax asset of $ 15.2 million, for which it has recorded a valuation allowance of $ 3.0 million. The Dutch valuation allowance did not change during the year ended December 31, 2023. 92 Table of Contents The following table presents a reconciliation of the statutory United States federal income tax rate to the effective income tax rate for continuing operations: Year Ended December 31, 2023 2022 2021 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 3.2 % 3.0 % 3.1 % Benefits related to foreign operations 0.3 % 0.1 % ( 0.2 ) % Expenses (benefits) related to compensation, net 1.0 % 1.0 % 0.5 % Unrecognized tax positions 0.5 % 0.2 % 0.2 % International Reorganization — % — % 1.1 % Tax credits ( 2.4 ) % ( 1.5 ) % ( 1.8 ) % Valuation allowance 0.6 % 0.5 % ( 0.2 ) % Other ( 0.9 ) % ( 0.3 ) % ( 0.4 ) % Effective income tax rate 23.3 % 24.0 % 23.3 % The Company's effective income tax rates from continuing operations were 23.3 %, 24.0 %, and 23.3 % for the years ended December 31, 2023, 2022, and 2021, respectively. The effective income tax rates for the years ended December 31, 2023, 2022, and 2021 were higher than the U.S. federal income tax rate of 21.0% primarily due to state income taxes and tax expense related to compensation, partially offset by federal income tax credits. The effective income tax rate for the year ended December 31, 2021 was also higher due to a reduction in the net carrying value of its Dutch deferred tax asset as a result of an international reorganization. For the years ended December 31, 2023, 2022, and 2021, the Company’s gross unrecognized tax benefits totaled $ 13.4 million, $ 11.9 million, and $ 11.1 million, respectively. After considering the deferred income tax accounting impact, it is expected that approximately $ 8.4 million of the total as of December 31, 2023 would reduce the effective income tax rate if resolved in the Company’s favor. The following table presents a reconciliation of the beginning and ending amounts of the unrecognized tax benefits: (in thousands) 2023 2022 2021 Balance, January 1 $ 11,876 $ 11,147 $ 10,193 Changes for tax positions of prior years 2,338 ( 31 ) 156 Increases for tax positions related to the current year 1,670 1,650 1,618 Settlements and lapsing of statutes of limitations ( 2,450 ) ( 890 ) ( 820 ) Balance, December 31 $ 13,434 $ 11,876 $ 11,147 It is reasonably possible that the Company’s unrecognized tax benefits could decrease within the next 12 months by as much as $ 8.1 million due to settlements and the expiration of applicable statutes of limitations. The Company's federal income tax returns for tax years 2015 and 2016 are currently under examination by the Internal Revenue Service for a tax credit refund claim. The Company's federal income tax returns for the 2017 and 2018 tax years are also under examination by the Internal Revenue Service. Further, the Company's federal income tax returns for the 2020, 2021, 2022 and 2023 tax years are subject to examination by the Internal Revenue Service. The Company's policy is to recognize interest and penalties related to income tax matters in the provision for income taxes. The Company did not incur any material interest or penalties during the years ended December 31, 2023, 2022, and 2021. The Company had $ 0.1 million and $ 0.3 million of accrued interest and penalties as of December 31, 2023 and 2022, respectively. The Tax Cuts and Jobs Act subjects a U.S. shareholder to a minimum tax on “global intangible low-taxed income” (“GILTI”) earned by certain foreign subsidiaries. The Company's policy is to recognize the tax expense on GILTI as an expense in the period that the tax is incurred. The Company has incurred tax on GILTI for the year ended December 31, 2023. 93 Table of Contents 16. Share-Based Compensation and Capital Stock Share-Based Compensation The Company has stock compensation plans pursuant to which it is authorized to grant share-based awards, including restricted stock, stock options, stock appreciation rights, and performance-based share awards, to officers, key employees, and non-employee directors with contractual terms that are set by the Compensation and Management Development Committee of the Board of Directors. Approximately 1.4 million shares of the Company's common stock remain available for grant as of December 31, 2023. The Company’s policy allows the issuance of new common stock shares or treasury shares to satisfy the share-based awards. Stock Options During the years ended December 31, 2023, 2022, and 2021, the Company granted approximately 0.1 million, 0.2 million, and 0.3 million stock options to certain employees of the Company at a fair value of approximately $ 3.8 million, $ 7.4 million, and $ 7.9 million, respectively. The stock options granted by the Company had an exercise price equal to the market price of the Company’s common stock on the date of grant. The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2023 2022 2021 Risk-free interest rate 4.10 % 2.01 % 0.94 % Expected volatility 30.90 % 29.46 % 29.23 % Expected life of stock option 6.0 years 5.9 years 5.9 years Dividend yield 0.90 % 0.66 % 0.82 % Requisite service period 4 years 4 years 4 years Contractual life 10 years 10 years 10 years Weighted average fair value of the stock options granted (per stock option) $ 42.59 $ 42.66 $ 28.00 The expected life of the stock options and the expected volatility are based on historical data which is believed to be indicative of future exercise patterns and volatility. The historical volatility is calculated based on a period that corresponds to the expected life of the stock option. The dividend yield and the risk-free interest rate are calculated on the grant date based on the then-current dividend rate and the risk-free interest rate for the period corresponding to the expected life of the stock option. The Company recognizes compensation expense related to the fair value of these awards on a straight-line basis over the requisite service period for the share-based awards that ultimately vest. As of December 31, 2023, the aggregate intrinsic value of the stock options outstanding and exercisable was $ 15.7 million and $ 13.7 million, respectively. For the years ended December 31, 2023, 2022, and 2021, the total intrinsic value of the stock options exercised was $ 9.2 million, $ 5.4 million, and $ 10.6 million, respectively. During the years ended December 31, 2023, 2022, and 2021, the Company received $ 6.3 million, $ 3.8 million, and $ 11.1 million in proceeds from the exercise of approximately 0.1 million, 0.1 million, and 0.2 million employee stock options, respectively. 94 Table of Contents The following table summarizes information about the stock options outstanding as of December 31, 2023: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at December 31, 2023 Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number Exercisable at December 31, 2023 Weighted Average Exercise Price $ 55.01 to $ 65.00 62,946 0.2 $ 60.74 62,946 $ 60.74 $ 65.01 to $ 85.00 211,358 1.8 81.30 211,358 81.30 $ 85.01 to $ 91.28 153,692 6.2 91.28 115,257 91.28 $ 91.29 to $ 104.87 267,361 7.2 104.87 133,206 104.87 $ 104.88 to $ 117.98 16,667 8.6 117.98 4,166 117.98 $ 117.99 to $ 146.68 231,617 8.5 138.42 37,071 146.68 943,641 5.7 $ 102.90 564,004 $ 91.18 Restricted Stock The following table is a summary of the activity related to restricted stock grants: For the Year Ended December 31, 2023 2022 2021 Restricted shares granted 65,991 273,777 61,009 Weighted average grant date fair value per share $ 123.65 $ 143.76 $ 111.25 Aggregate grant date fair value (in thousands) $ 8,160 $ 39,357 $ 6,787 Restricted shares forfeited 13,202 14,443 19,209 Vesting service period for the restricted shares granted 9 - 48 months 9 - 60 months 9 - 48 months Fair value of the restricted shares vested (in thousands) $ 11,134 $ 13,784 $ 11,927 The Company recognizes compensation expense related to the fair value of the restricted stock awards on a straight-line basis over the requisite service period for the restricted stock awards that ultimately vest. The fair value of the grants is measured by the market price of the Company’s common stock on the date of grant. The restricted stock awards generally vest ratably over the service period beginning on the first anniversary of the grant date. The restricted stock awards granted to retirement eligible non-employee directors are recognized over the shorter of the requisite service period or the length of time until retirement since the terms of the grant provide that awards will vest upon retirement. Performance Vested Restricted Stock Units The Company has granted performance vested restricted stock units (“PVRSU”) to certain employees. The Company grants three types of PVRSU awards: i) PVRSUs with performance conditions based on internal performance metrics, ii) PVRSUs with market conditions based on the Company's total shareholder return ("TSR") relative to a predetermined peer group, and iii) PVRSUs with both performance and market conditions. The vesting of the PVRSU awards is contingent upon the Company achieving the internal performance and/or TSR targets over a specified period and the employees' continued employment over the service period. The performance and market conditions affect the number of shares that will ultimately vest. During the year ended December 31, 2023, the Company granted PVRSUs with performance conditions, PVRSUs with market conditions, and PVRSUs with performance and market conditions, with requisite service periods between 9 months and 48 months and with award vesting ranges generally between 0 % and 230 % of the initial units granted. The fair value of the PVRSUs with performance conditions based on internal performance metrics is measured by the market price of the Company's common stock on the date of the award grant. The Company recognizes compensation expense ratably over the requisite service period based on the Company's estimate of achieving the performance conditions. The Company monitors its current results and forecasts of the relevant internal performance metrics and, as necessary, adjusts the performance-based leveraging of any unvested PVRSUs. The fair value of the PVRSUs with market conditions is estimated using a Monte Carlo simulation method as of the date of the award grant. The Company recognizes compensation expense ratably over the requisite service period regardless of whether the market conditions are achieved and the awards ultimately vest. 95 Table of Contents The fair value of the PVRSUs with both performance and market conditions is estimated using a Monte Carlo simulation as of the date of the award grant. The Company recognizes compensation expense ratably over the requisite service period based on the Company's estimate of achieving the performance conditions, with subsequent adjustments being made for the performance-based leveraging of any unvested PVRSUs, as necessary. The Company has currently estimated that between 0 % and 267 % of the various award targets will be achieved. The following table is a summary of the activity related to the PVRSU grants: For the Years Ended December 31, 2023 2022 2021 PVRSUs granted at target 110,636 111,585 98,544 Weighted average grant date fair value per share $ 128.71 $ 181.91 $ 108.75 Aggregate grant date fair value (in thousands) $ 14,240 $ 20,298 $ 10,716 PVRSUs forfeited & expired 16,504 83,563 78,500 Requisite service period 9 - 48 months 9 - 60 months 9 - 60 months During the year ended December 31, 2023, 119,751 PVRSUs vested at a fair value of $ 17.4 million. During the year ended December 31, 2022, there were no PVRSUs vested. During the year ended December 31, 2021, 3,986 PVRSUs vested at a fair value of $ 0.3 million and an additional 920 units were awarded because the Company's performance exceeded the conditions provided in the PVRSU awards. During the years ended December 31, 2023, 2022, and 2021, the number of PVRSUs that expired was 0 shares, 78,370 shares, and 72,944 shares, respectively, as a result of the Company's operating results not achieving the performance conditions contained in the PVRSU awards. For the years ended December 31, 2023, 2022, and 2021, the following tables present a summary of the share-based award activity during those respective years: 2023 Stock Options Restricted Stock Performance Vested Restricted Stock Units Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding as of January 1, 2023 1,010,647 $ 94.97 399,099 $ 128.47 437,180 $ 140.05 Granted 88,733 123.62 65,991 123.65 110,636 128.71 Performance-based leveraging* — — — — 46,934 139.47 Exercised/vested ( 143,357 ) 57.72 ( 90,220 ) 96.14 ( 119,751 ) 145.41 Expired ( 1,054 ) 146.68 — — — — Forfeited ( 11,328 ) 124.94 ( 13,202 ) ( 118.56 ) ( 16,504 ) 131.91 Outstanding as of December 31, 2023 943,641 $ 102.90 5.6 years 361,668 $ 136.05 458,495 $ 136.14 Options exercisable as of December 31, 2023 564,004 $ 91.18 4.3 years * The outstanding PVRSUs have been adjusted by 46,934 net units during the year ended December 31, 2023, due to an increase in the outstanding PVRSUs as a result of the Company exceeding the targeted performance conditions. 96 Table of Contents 2022 Stock Options Restricted Stock Performance Vested Restricted Stock Units Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding as of January 1, 2022 910,944 $ 83.14 236,599 $ 92.60 412,642 $ 114.70 Granted 172,441 143.91 273,777 143.76 111,585 181.91 Performance-based leveraging* — — — — ( 3,484 ) 121.34 Exercised/vested ( 66,192 ) 57.55 ( 96,834 ) 87.34 — — Expired ( 986 ) 51.49 — — ( 78,370 ) 81.15 Forfeited ( 5,560 ) 128.86 ( 14,443 ) 106.35 ( 5,193 ) 132.06 Outstanding as of December 31, 2022 1,010,647 $ 94.97 5.6 years 399,099 $ 128.47 437,180 $ 140.05 Options exercisable as of December 31, 2022 523,856 $ 76.77 3.3 years * The outstanding PVRSUs have been adjusted by 3,484 net units during the year ended December 31, 2022, due to a decrease in the outstanding PVRSUs as a result of the Company partially meeting the targeted performance conditions, partially offset by an increase in the outstanding PVRSUs due to the Company exceeding the targeted performance conditions for the PVRSUs that were granted in prior periods. 2021 Stock Options Restricted Stock Performance Vested Restricted Stock Units Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding as of January 1, 2021 819,610 $ 70.48 304,439 $ 84.48 321,752 $ 109.25 Granted 280,811 104.87 61,009 111.25 98,544 108.75 Performance-based leveraging* — — — — 74,832 107.51 Exercised/vested ( 185,437 ) 59.61 ( 109,640 ) 80.83 ( 3,986 ) 81.55 Expired — — — — ( 72,944 ) 81.55 Forfeited ( 4,040 ) 104.87 ( 19,209 ) 90.23 ( 5,556 ) 55.76 Outstanding as of December 31, 2021 910,944 $ 83.14 5.5 years 236,599 $ 92.60 412,642 $ 114.70 Options exercisable as of December 31, 2021 421,592 $ 67.09 2.8 years * The outstanding PVRSUs were increased by 74,832 units during the year ended December 31, 2021, due to the Company exceeding the targeted performance conditions contained in the PVRSUs that were granted in prior periods. The components of the Company’s share-based compensation expense were as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Stock options $ 5,816 $ 4,674 $ 3,396 Restricted stock awards 13,774 14,349 9,281 Performance vested restricted stock units 20,924 21,436 10,703 Total share-based compensation expense $ 40,514 $ 40,459 $ 23,380 97 Table of Contents The following table as of December 31, 2023 is a summary of the total unrecognized compensation expense related to the share-based awards that have not yet vested and the related weighted average amortization periods over which the compensation expense will be recognized: (in thousands) Unrecognized Compensation Expense on Unvested Awards Weighted Average Remaining Amortization Period Stock options $ 7,952 2.1 years Restricted stock awards 30,350 2.9 years Performance vested restricted stock units 25,634 2.1 years Total $ 63,936 Dividends In March 2023, the Company's board of directors approved a 21 % increase in the quarterly cash dividend to $ 0.2875 per share, which is the current per share dividend amount that was utilized in each of the dividends that were declared in 2023. The annual dividends declared during the year ended December 31, 2023 was $ 1.15 per share or $ 57.9 million. During the year ended December 31, 2022, the Company's quarterly dividend rate was $ 0.2375 per share. The annual dividends declared during the year ended December 31, 2022 was $ 0.95 per share or $ 51.7 million. During the year ended December 31, 2021, the Company's quarterly dividend rate was $ 0.225 per share for the second and third quarters and $ 0.2375 per share for the fourth quarter. The annual dividends declared during the year ended December 31, 2021 was $ 0.688 per share or $ 38.2 million. The Company may not declare or make any payment under the Restated Credit agreement and the 2023 Term Loan if there is an existing event of default or if the payment would create an event of default. Share Repurchases and Redemptions In 1998, we instituted a share repurchase program. The Company may purchase stock under the share repurchase program to return excess capital to its shareholders. Treasury stock activity is recorded at cost in the consolidated balance sheets. On May 7, 2021, the Company's Board of Directors approved a motion to resume the share repurchase program. During the year ended December 31, 2021, the Company repurchased less than 0.1 million shares of its common stock under the share repurchase program at a total cost of $ 7.3 million. During the year ended December 31, 2022, the Company repurchased 3.7 million shares of its common stock under the share repurchase program at a total cost of $ 429.4 million. During the year ended December 31, 2023, the Company repurchased 2.9 million shares of its common stock under the share repurchase program at a total cost of $ 351.7 million. On a cumulative basis through December 31, 2023, the Company has repurchased 91.3 million shares of its common stock (including 33.0 million prior to the two -for-one stock split effected in October 2005) under the share repurchase program at a total cost of $ 2.3 billion. During the years ended December 31, 2023, 2022, and 2021, the Company redeemed 114,242 , 36,120 , and 54,441 , respectively, shares of common stock at a total cost of approximately $ 14.2 million, $ 5.4 million, and $ 6.0 million, respectively, from employees to satisfy the stock option exercise price and the statutory minimum tax-withholding requirements related to exercising stock options and the vesting of performance vested restricted stock units and restricted stock grants. These redemptions were outside the share repurchase program. 98 Table of Contents 17. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss were as follows: December 31, (in thousands) 2023 2022 2021 Foreign currency translation adjustments $ ( 5,671 ) $ ( 5,211 ) $ ( 4,574 ) Total accumulated other comprehensive loss $ ( 5,671 ) $ ( 5,211 ) $ ( 4,574 ) The changes in accumulated other comprehensive loss, net of tax, were as follows: Year Ended December 31, (in thousands) 2023 2022 Beginning Balance $ ( 5,211 ) $ ( 4,574 ) Foreign currency translation adjustments ( 460 ) ( 637 ) Ending Balance $ ( 5,671 ) $ ( 5,211 ) Other comprehensive income (loss), net of tax, for the years ended December 31, 2023 and 2022 relates entirely to foreign currency items. There were no amounts reclassified from accumulated other comprehensive loss during the years ended December 31, 2023 and 2022. 18. Earnings Per Share The Company’s shares of restricted stock contain rights to receive nonforfeitable dividends and thus are participating securities requiring the computation of basic Earnings per Share (“EPS”) using the two-class method. The shares of restricted stock are both potential shares of common stock and participating securities so the Company calculates diluted earnings per share by using the more dilutive of the treasury stock method or the two-class method. The calculation of EPS for the net income available to common shareholders excludes the distribution of dividends and the undistributed earnings attributable to the participating securities from the numerator. The diluted earnings weighted average shares of common stock outstanding includes stock options, PVRSUs, and RSUs. The computation of basic and diluted earnings per share of common stock was as follows: Year Ended December 31, (in thousands, except per share amounts) 2023 2022 2021 Numerator: Net income $ 258,507 $ 332,152 $ 288,957 Income allocated to participating securities ( 1,379 ) ( 1,881 ) ( 1,125 ) Net income available to common shareholders $ 257,128 $ 330,271 $ 287,832 Denominator: Weighted average shares of common stock outstanding - basic 50,341 54,595 55,379 Basic earnings per share $ 5.11 $ 6.05 $ 5.20 Numerator: Net income $ 258,507 $ 332,152 $ 288,957 Income allocated to participating securities ( 1,379 ) ( 1,881 ) ( 1,125 ) Net income available to common shareholders $ 257,128 $ 330,271 $ 287,832 Denominator: Weighted average shares of common stock outstanding - basic 50,341 54,595 55,379 Dilutive effect of stock options, PVRSUs, and RSUs 359 526 504 Weighted average shares of common stock outstanding - diluted 50,700 55,121 55,883 Diluted earnings per share $ 5.07 $ 5.99 $ 5.15 99 Table of Contents The following securities have been excluded from the calculation of diluted weighted average shares of common stock outstanding because the inclusion of these securities would have an anti-dilutive effect: Year Ended December 31, (in thousands) 2023 2022 2021 Stock options 232 153 — PVRSUs 71 — 155 19. Leases Lessee The Company has operating leases for office spaces, buildings, and equipment. The Company's leases, excluding the assumed ground lease discussed below, have remaining lease terms of two months to eleven years , some of which include options to extend the lease for up to ten years . Additionally, the Company has a ground lease on an owned hotel with a remaining lease term of 88.3 years. The Company's lease costs were as follows: Year Ended December 31, (in thousands) 2023 2022 Operating lease cost $ 13,786 $ 12,073 Short-term lease cost — 40 Sublease income ( 234 ) ( 559 ) Total lease cost $ 13,552 $ 11,554 Leases recognized in the consolidated balance sheets consisted of the following: December 31, (in thousands) 2023 2022 Assets: Operating lease right-of-use assets $ 85,101 $ 68,985 Liabilities: Current operating lease liabilities $ 4,238 $ 10,663 Long-term operating lease liabilities 109,483 70,994 Total lease liabilities $ 113,721 $ 81,657 Other information related to the Company's lease arrangements were as follows: Year Ended December 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 12,714 $ 14,145 ROU assets obtained in exchange for lease liabilities in non-cash transactions: Operating lease assets obtained in exchange for operating lease liabilities $ 28,605 $ 44,481 Weighted-average remaining lease term 33.1 years 41.0 years Weighted-average discount rate 5.04 % 4.77 % 100 Table of Contents As of December 31, 2023, the maturities of the lease liabilities were as follows: (in thousands) 2024 $ 6,454 2025 8,168 2026 12,159 2027 12,605 2028 12,592 Thereafter 320,575 Total minimum lease payments $ 372,553 Less: imputed interest 258,832 Present value of the minimum lease payments $ 113,721 Office Lease On September 26, 2023, the Company's principal executive office lease agreement commenced with an unrelated third-party for a lease term of approximately twelve years . The Company accounted for this lease as an operating lease and established a lease liability and a right-of-use asset of approximately $ 41.9 million and $ 28.6 million, respectively. Sublease In October 2023, the Company entered into a lease agreement with an unrelated third-party to sublease the legacy Radisson corporate office space in Minneapolis, Minnesota. The sublease term is approximately eight years and is expected to commence during the first quarter of 2024. The Company re-evaluated the head lease upon the effectiveness of this sublease, which resulted in the Company recognizing a $ 3.4 million impairment loss on certain long-lived assets associated with the leased office space. Refer to Note 6 for additional information. Related Party Lease The Company and the family members of the Company's largest shareholder entered into an agreement that allows those family members to lease the Company's aircraft from time to time for their personal use. The agreement provides for lease payments that contribute towards the fixed costs associated with the aircraft as well as a reimbursement of the Company’s variable costs associated with operating the aircraft, in compliance with and to the extent authorized by applicable regulatory requirements. The terms of this lease agreement is consistent with the terms of other lease agreements that the Company has entered into with unrelated third parties for use of the aircraft. During both of the years ended December 31, 2023 and 2022, the Company received less than $ 0.1 million pursuant to this related party lease arrangement. 20. Reportable Segment Information The Hotel Franchising & Management reportable segment includes the Company's hotel franchising operations which consists of its 22 brands and brand extensions and the hotel management operations of 14 hotels (inclusive of four owned hotels). The 22 brands and brand extensions and hotel management operations are aggregated together within this reportable segment because they have similar economic characteristics, types of customers, distribution channels, and regulatory business environments. The revenues from the hotel franchising and management business include royalty fees, initial franchise fees and relicensing fees, cost reimbursement revenues, platform and procurement services fees revenue, base and incentive management fees, and other hotel franchising and management-related revenue. The Company provides certain services under its franchise and management agreements which result in direct and indirect reimbursements. The cost reimbursement revenues received from the franchisees are included in Hotel Franchising & Management revenues and are offset by the related expenses in order to calculate Hotel Franchising & Management operating income. The equity in the earnings or losses from the hotel franchising-related investment in affiliates is allocated to the Hotel Franchising & Management reportable segment. The Company evaluates its Hotel Franchising & Management reportable segment based primarily on the results of the segment without allocating corporate expenses, indirect general and administrative expenses, interest expense, interest income, other gains and losses, or income taxes, all of which are included in the Corporate & Other column in the tables presented below. The Corporate & Other column additionally reflects the operations of the Company's owned hotels. Intersegment Eliminations to revenues is the elimination of Hotel Franchising & Management revenue which includes royalty fees, management and cost reimbursement fees charged to our owned hotels against the franchise and management fee expense that is recognized by our owned hotels in Corporate & Other operating income (loss). 101 Table of Contents Our President and Chief Executive Officer, who is our chief operating decision maker, does not use assets by operating segment when assessing the performance or when making operating segment resource allocation decisions and therefore, assets by segment are not disclosed below. The following tables presents the financial information for the Company's segments: For the Year Ended December 31, 2023 (in thousands) Hotel Franchising & Management Corporate & Other Intersegment Eliminations Consolidated Revenues $ 1,444,394 $ 110,854 $ ( 11,083 ) $ 1,544,165 Operating income (loss) 508,531 ( 133,503 ) — 375,028 Depreciation and amortization 19,183 20,476 — 39,659 Income (loss) before income taxes 511,410 ( 174,454 ) — 336,956 For the Year Ended December 31, 2022 (in thousands) Hotel Franchising & Management Corporate & Other Intersegment Eliminations Consolidated Revenues $ 1,298,521 $ 108,879 $ ( 5,451 ) $ 1,401,949 Operating income (loss) 552,905 ( 74,304 ) — 478,601 Depreciation and amortization 12,935 17,490 — 30,425 Income (loss) before income taxes 554,637 ( 117,831 ) — 436,806 For the Year Ended December 31, 2021 (in thousands) Hotel Franchising & Management Corporate & Other Intersegment Eliminations Consolidated Revenues $ 1,026,409 $ 45,740 $ ( 2,851 ) $ 1,069,298 Operating income (loss) 485,199 ( 56,266 ) — 428,933 Depreciation and amortization 8,050 16,723 — 24,773 Income (loss) before income taxes 468,894 ( 92,402 ) — 376,492 The results of the Company's international operations are included in the Hotel Franchising & Management reportable segment and Corporate & Other. For the years ended December 31, 2023, 2022, and 2021, the revenues generated by the international operations, including royalty fees, cost reimbursable revenues, and other revenues, were $ 103.2 million, $ 70.2 million, and $ 46.8 million, respectively. 21. Related Party Transactions Transactions with the Company's Largest Shareholder Effective October 15, 1997, Choice Hotels International, Inc., which included both a franchising business and an owned hotel business, separated the businesses via a spin-off into two companies: Sunburst Hospitality Corporation (referred to hereafter as “Sunburst”) and the Company. Subsequent to the spin-off, the Company’s largest shareholder retained significant ownership percentages in both Sunburst and the Company. As part of the spin-off, Sunburst and the Company entered into a strategic alliance agreement (as amended, the "Strategic Alliance Agreement"). Among other things, the Strategic Alliance Agreement provided for revised royalty and system fees and the determination of liquidated damages related to the termination of Choice-branded Sunburst properties. The liquidated damage provisions extend through the life of the existing Sunburst franchise agreements. On June 5, 2019, the Strategic Alliance Agreement was terminated and replaced with addenda to each of the five hotels under a franchise at that time. The addenda preserve certain terms from the Strategic Alliance Agreement with respect to the five hotels, including the revised royalty and system fees and liquidated damage provisions, which would also apply to new franchise agreements signed for the five hotels (as either a renewal or a change to another Choice brand not contemplated at the time of the original agreement execution). No terms were substantially modified with respect to the five hotels under franchise. In June 2019, the Company and Sunburst entered into master development agreements, which provide Sunburst the geographic exclusivity in two specified regions for the development of five WoodSpring branded hotels. For the years ended December 31, 2023 and 2022, there were three and four new franchise agreements signed between the Company and Sunburst and its affiliates, respectively. As of December 31, 2023, Sunburst and its affiliates operated six hotels under franchise with the Company. 102 Table of Contents For the years ended December 31, 2023, 2022, and 2021, the total franchise fees revenues, including royalty fees and marketing and reservation system fees, paid by Sunburst and its affiliates to the Company included in the consolidated financial statements was $ 0.9 million, $ 0.8 million, and $ 0.4 million, respectively. As of both December 31, 2023 and 2022, accounts receivable due from Sunburst and its affiliates was approximately $ 0.1 million. In November 2023, the Company executed a 13-month office work space agreement, beginning December 1, 2023, for family members of the Company’s largest shareholder. Pursuant to this arrangement, the Company made payments of $ 18 thousand during the year ended December 31, 2023. As of December 31, 2023, the Company has $ 96 thousand of remaining payments under this arrangement. 22. Transactions with Unconsolidated Affiliates The Company has extended loans to various unconsolidated affiliates or members of our unconsolidated affiliates. The Company has a total principal balance on these loans of $ 64.5 million and $ 65.2 million as of December 31, 2023 and December 31, 2022, respectively. These loans mature at various dates and bear interest at fixed and variable rates. The Company has management fee arrangements with certain of its unconsolidated affiliates that are discussed in Note 8. The fees earned and the payroll costs reimbursed under these arrangements totaled $ 7.9 million, $ 2.4 million, and $ 1.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company has entered into franchise agreements with certain unconsolidated affiliates. Pursuant to these franchise agreements, the Company recognized royalty fees and marketing and reservation system fees of approximately $ 30.9 million, $ 27.2 million, and $ 20.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company has $ 4.9 million and $ 3.9 million of gross accounts receivables in the consolidated balance sheets from these unconsolidated affiliates as of December 31, 2023 and 2022, respectively. 23. Commitments and Contingencies The Company is not a party to any litigation other than litigation in the ordinary course of business. The Company's management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or in the aggregate, will have a material adverse effect on the Company's financial position, results of operations, or cash flows. Contingencies The Company entered into various limited payment guaranties with regards to the Company’s VIEs in order to support their efforts to develop and own hotels that are franchised under the Company’s brands. Under these limited payment guaranties, the Company has agreed to guarantee a portion of the outstanding debt until certain conditions are met, such as (a) the loan matures, (b) certain debt covenants are achieved, (c) the maximum amount guaranteed by the Company is paid in full, or (d) the Company, through its affiliates, ceases to be a member of the VIE. As of December 31, 2023, the maximum unrecorded exposure of principal incidental to these limited payment guaranties is $ 5.4 million, plus unpaid expenses and accrued unpaid interest. The Company believes the likelihood of having to perform under these guaranties is remote. In the event of performance, the Company has recourse for certain of the guaranties in the form of partial guaranties from third parties. Commitments The Company has the following outstanding commitments as of December 31, 2023: • As part of the acquisition of Radisson Hotels Americas, the Company entered into a long-term management arrangement, with an expiration date of July 31, 2031, to manage eight hotels owned by a third-party. In conjunction with the management arrangement, the Company entered into a guarantee with the third-party to fund any shortfalls in the payment of the third-party owner’s priority that is stipulated in the management agreement. The maximum guarantee under the agreement is $ 22 million. The Company believes the future performance of the hotels is expected to be sufficient on both an annual basis and over the duration of the agreement. Accordingly, no liability was recognized as of December 31, 2023 in the consolidated balance sheets. • The Company strategically deploys capital in the form of franchise agreement acquisition cost payments across our brands to incentivize franchise development. These payments are typically made at the commencement of construction or hotel opening, in accordance with agreed upon provisions in the individual franchise agreements. The timing and the amount of the franchise agreement acquisition cost payments are dependent on various factors, including the implementation of various development and brand incentive programs, the level of franchise sales, and the ability of our franchisees to complete construction or convert their hotels to one of the Company’s brands. 103 Table of Contents • The Company’s legacy Choice franchise agreements require the payment of franchise fees, which include marketing and reservation system fees. In accordance with the terms of our legacy Choice franchise agreements, the Company is obligated to use the marketing and reservation system revenues it collects from the current franchisees to provide marketing and reservation services that are appropriate to support the operation of the overall system. The legacy Radisson Hotels Americas franchise agreements have similar provisions regarding the marketing fees that need to be used for marketing activities. To the extent the revenues collected exceed the expenditures incurred, the Company has a commitment to the franchisee system to make expenditures in future years. Conversely, to the extent the expenditures incurred exceed the revenues collected, the Company has the contractual enforceable right to assess and collect such amounts from the franchisees. In the ordinary course of business, the Company enters into numerous agreements that contain standard indemnities whereby the Company indemnifies another party for breaches of representations and warranties. Such indemnifications are granted under various agreements, including those governing (i) purchases or sales of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) access to credit facilities, (v) issuances of debt or equity securities, and (vi) certain operating agreements. The indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) franchisees in licensing agreements, (iv) financial institutions in credit facility arrangements, (v) underwriters in debt or equity security issuances, and (vi) parties under certain operating agreements. In addition, these parties are also generally indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. While some of these indemnities extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these indemnities, nor is the Company able to develop an estimate of the maximum potential amount of the future payments that could be made under these indemnifications as the triggering events are not subject to predictability. With respect to certain of the aforementioned indemnities, such as the indemnifications of the landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates potential liability. 24. Acquisitions Radisson Hotels Americas Acquisition On August 11, 2022, the Company completed the acquisition of Radisson Hotels Americas. The accounting purchase price for the Transaction was $ 673.9 million, which includes the base purchase price of $ 675.2 million, and then adjusted for Disclosed Leakage (as defined in the Share Sale and Purchase Agreement) and certain other prepaid expenses. To fund the Transaction, Choice drew down $ 175.0 million on the Company's existing senior unsecured credit facility, and then funded the remainder with cash on hand. In connection with the acquisition, we recognized $ 40.9 million and $ 39.6 million during the years ended December 31, 2023 and 2022, respectively, of Radisson Hotels Americas related transaction, transition, and severance expenses which are included within business combination, diligence and transition costs and impairment of long-lived assets in the consolidated statements of income. Fair Values of the Assets Acquired and the Liabilities Assumed The Company allocated the purchase price based upon a preliminary assessment of the fair value of the assets acquired and the liabilities assumed on August 11, 2022. During the fourth quarter of 2022 and the first quarter of 2023, the Company recorded certain net measurement period adjustments that reduced goodwill by $ 9.1 million and increased goodwill by $ 1.5 million, respectively, which is presented in the table below. The Company made these measurement period adjustments to reflect the facts and circumstances that existed as of the acquisition date and did not result from any intervening events subsequent to the acquisition date. The measurement period adjustments resulted in no impact to our consolidated statements of income. The final valuation and related allocation of the purchase price was completed during the third quarter of 2023. 104 Table of Contents The final allocation of the purchase price, including all measurement period adjustments, as presented in our consolidated balance sheets is as follows: Assets acquired August 11, 2022 - original Measurement period adj - 4th quarter 2022 Measurement period adj - 1st quarter 2023 August 11, 2022 - as adjusted Cash and cash equivalents $ 113,023 $ — $ — $ 113,023 Restricted cash 10,403 — — 10,403 Accounts receivable 32,972 8,752 ( 1,941 ) 39,783 Notes receivables - current 1,709 — ( 860 ) 849 Prepaid expenses and other current assets 8,139 — — 8,139 Property and equipment 125,441 — — 125,441 Operating lease right-of-use assets 42,315 ( 2,016 ) — 40,299 Intangible assets 447,400 ( 300 ) — 447,100 Notes receivable - noncurrent 2,592 — — 2,592 Investment in affiliates 471 — — 471 Other assets 2,129 — — 2,129 Total assets acquired $ 786,594 $ 6,436 $ ( 2,801 ) $ 790,229 Liabilities assumed Accounts payable 8,295 ( 1,566 ) ( 1,941 ) 4,788 Accrued expenses and other current liabilities 15,987 425 674 17,086 Deferred revenue - current (1) 5,745 1,566 — 7,311 Liability for guest loyalty program - current (1) 3,542 3,792 — 7,334 Long-term debt 55,975 — — 55,975 Long-term deferred revenue (1) 26,499 ( 3,915 ) — 22,584 Deferred compensation and retirement plan obligations 9,265 — — 9,265 Operating lease liabilities 42,705 ( 2,016 ) — 40,689 Liability for guest loyalty program - noncurrent (1) 10,180 ( 1,443 ) — 8,737 Other liabilities 3,052 543 — 3,595 Total liabilities assumed $ 181,245 $ ( 2,614 ) $ ( 1,267 ) $ 177,364 Fair value of net assets acquired $ 605,349 $ 9,050 $ ( 1,534 ) $ 612,865 Goodwill 68,507 ( 9,050 ) 1,534 60,991 Total purchase consideration $ 673,856 $ — $ — $ 673,856 (1) The deferred revenue (including deferred affiliation fees) and the liability for guest loyalty program balances were assumed at their carrying value at the date of the acquisition pursuant to the application of ASU 2021-08. Refer to Note 1 for more information. Property and Equipment The following table presents the estimated fair value of the acquired property and equipment, which is primarily concentrated at three acquired hotel properties, and their estimated weighted average remaining useful lives. Estimated Useful Life Estimated Fair Value (in years) (in thousands) Land N/A $ 7,159 Construction in progress N/A 3,190 Building and leasehold improvements 24.4 93,934 Site improvements 23.1 586 Furniture, fixtures and equipment 3.9 8,334 Computer equipment and software 2.0 12,238 Total property and equipment $ 125,441 We estimated the fair value of the property and equipment through a combination of the income, cost, and market approaches, which are primarily based on significant Level 2 and Level 3 assumptions, such as estimates of future income growth, discount rates, capitalization rates, and the capital expenditure needs of the hotel properties. 105 Table of Contents Identified Intangible Assets The following table presents the estimated fair values of the acquired identified intangible assets and their estimated useful lives: Estimated Useful Life Estimated Fair Value (in years) (in thousands) Trade names N/A $ 223,700 Franchise agreements 15.5 220,100 Management agreements 15.5 3,300 Total intangible assets $ 447,100 The fair value of the trade names was estimated using the relief-from-royalty method. This method applies an estimated royalty rate to the forecasted future cash flows and discounted to the present value. The fair value of the franchise and management agreements was estimated using a multi-period excess earnings method, which is a variation of the income approach. This method uses the present value of the incremental after-tax cash flows attributable to the intangible asset. These valuation methodologies utilize Level 3 assumptions. Debt Assumed As part of the Transaction, we assumed a mortgage loan with a principal balance of $ 53.5 million with a maturity date of August 7, 2024 related to an acquired hotel property. The mortgage loan had an associated interest rate cap agreement with an effective date of July 30, 2021 through August 6, 2024. Subsequent to the acquisition date, the mortgage loan and the outstanding interest and fees was repaid in full in the amount of $ 56.0 million using cash we acquired in the Transaction. Additionally, the interest rate cap agreement was terminated, which resulted in a $ 1.9 million payment to Choice. In conjunction with assuming the mortgage loan, we acquired $ 10.4 million in restricted cash, for which the restrictions were lifted upon repayment of the mortgage loan. Operating Leases The Company measured the assumed operating lease liabilities at the present value of the remaining payments as of the acquisition date, which were discounted using the Company's applicable incremental borrowing rate in accordance with Leases (Topic 842) . The corresponding acquired right-of-use assets were measured at the value of the operating lease liabilities, and then further adjusted for favorable or unfavorable lease terms as compared to market lease terms. Income Taxes Pursuant to the terms of the Transaction, the parties agree to jointly make a valid, timely election under Section 338(h)(10) of the U.S. Internal Revenue Code and under any similar provisions of state or local law with respect to the purchase of the shares of Radisson Hotels Americas. Under this election, the parties agreed to treat the Transaction for federal income tax purposes as if it had been structured as an asset sale and purchase. As a result of this election, the tax basis of the assets acquired and the liabilities assumed by Choice were reset to fair value on the date of the acquisition, which results in the elimination of any previously established deferred income tax balances and the establishment of new balances that reflect the new tax basis, including tax deductible goodwill. Pro Forma Results of Operations The following unaudited pro forma information presents the combined results of operations of Choice and Radisson Hotels Americas as if the Transaction was completed on January 1, 2021, but using the fair values of the assets acquired and the liabilities assumed as of the acquisition date. The unaudited pro forma information reflects adjustments relating to (i) the allocation of the purchase price and related adjustments, including incremental depreciation and amortization expense based on the fair values of the acquired property and equipment and intangible assets, (ii) the incremental impact of the Revolver draw on interest expense and the amortization of financing costs, (iii) nonrecurring transaction costs, and (iv) the income tax impact of the aforementioned pro forma adjustments. 106 Table of Contents As required by GAAP, these unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the transaction had occurred at the beginning of the period presented, nor are they indicative of the future results of operations. Year Ended December 31, (in thousands) 2022 2021 Revenues $ 1,551,775 $ 1,263,988 Net income 368,449 207,023 Radisson Hotels Americas Results of Operations The Company's consolidated statements of income include Radisson Hotels Americas' results of operations since the August 11, 2022 acquisition date. Radisson Hotels Americas contributed $ 104.2 million and $ 1.2 million in total revenues and net income, respectively, for the year ended December 31, 2022. Goodwill The $ 61.0 million of goodwill is primarily attributable to the value we expect to realize from the existing customer base, improvements in Revenue per Available Room ("RevPAR"), cost synergies, and new agreements signed with franchisees and developers. Goodwill for the Transaction is fully attributable to the Hotel Franchising & Management reportable segment and is fully deductible for tax purposes. Refer to Note 6 for a reconciliation of the Company's goodwill balance. 2021 & 2022 asset acquisitions In September 2021 and April 2022, the Company reached settlements with independent borrowers holding senior and mezzanine loans that were classified as collateral-dependent and collateralized by operating hotels. The key terms of the settlements resulted in a deed in lieu of foreclosure on each operating hotel in exchange for releasing the obligations pursuant to the senior and mezzanine loans and the associated franchise agreements, as exchanged on October 1, 2021 and April 14, 2022, respectively. As collateral-dependent financial assets, the expected credit losses as captured in notes receivable, net of allowance for credit losses, on the consolidated balance sheets immediately prior to exchange were determined based on the fair value of the operating hotels. The acquisition accounting was also based on the fair value of the operating hotels. The fair values were estimated using an income approach valuation method based on the discounted cash flows of the collateralized operating hotel utilizing historical operating performance, industry projections for the market, and comparable sales capitalization rates. These nonrecurring fair value measurements are classified as Level 3 in the fair value measurement hierarchy because there are unobservable inputs which are significant to the overall fair value. The acquisition dates for these hotels were October 1, 2021 and April 14, 2022 and had fair values at the time of acquisition of approximately $ 21.1 million and $ 20.4 million, respectively. In accordance with the provisions of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01") , each purchase represented an asset acquisition based on the concentration of value in the acquired land and building. The notes receivable, net of allowance for credit losses, balances were re-characterized and attributed to each asset class based on a relative fair value allocation to the qualifying assets. The relative fair values for each asset class were estimated using a combination of income and market approach valuations methods. For the October 1, 2021 acquisition, the $ 21.1 million balance was re-characterized as $ 4.8 million to land, $ 14.2 million to building and improvements, $ 1.8 million to furniture, fixtures, and equipment, and $ 0.3 million to the net assets assumed. For the April 14, 2022 acquisition, the $ 20.4 million balance was re-characterized as $ 3.3 million to land, $ 16.6 million to building and improvements, $ 1.3 million to furniture, fixtures, and equipment, and $( 0.8 ) million to the net liabilities assumed. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.