Risk Factors Update Summary

• Confidentiality agreement expanded to include disclosure only to specific parties or as required by law.
• Awarded 882 new contracts in 2023, a 35% increase from 2021, reflecting growth opportunities.
• Added risks related to natural disasters and climate change, highlighting potential substantial damage to franchisees.
• Long-term debt decreased from $2,084 million in 2022 to $2,057 million in 2023.
• Disputes related to employment to be resolved through arbitration, with a single arbitrator appointed.
• Liabilities increased significantly with current liabilities rising from $397 to $459.
• Increased detail on insurance coverage for franchisees, potential losses, and uninsured risks.
• The Fourth Amendment to the Credit Agreement dated May 25, 2023, increased the credit facility by $1,000,000.
• The Company made cash income tax payments of $95 million in 2023, a decrease from $123 million in 2022.
• Net revenues decreased by $101 million in 2023, driven by lower cost-reimbursement revenues.
• The Company recognized transaction-related expenses of $11 million from the sale of its Wyndham Grand Bonnet Creek Resort in 2023.
• Each party to pay their own expenses, including attorneys' fees, except for costs not typically incurred.
• Operating income decreased by $55 million in 2023, primarily due to higher interest expenses.
• The Officer Deferred Compensation Plan was amended to include a new Savings Restoration Plan.
• The Company entered into a new $1 billion term loan B facility due in May 2030.
• Deferred revenues increased from $258 to $299, impacting total liabilities rising from $3,180 to $3,287.
• Unsolicited interest from Choice, Exchange Offer, and potential impact on business operations and financial condition.
• Changes in tax treatment and indebtedness due to U.S. federal regulations and global minimum tax agreements.
• The Company modified the definition of adjusted EBITDA to exclude the amortization of development advance notes.
• The Company recorded revenues of $10 million in 2023 for activities associated with the former parent, a decrease from $13 million in 2022.
• Adjusted EBITDA increased by $9 million in 2023, driven by higher royalty and franchise fees.
• The Officer Non-Employee Directors Deferred Compensation Plan was amended to include a new Savings Restoration Plan.
• Stockholders' equity decreased from $962 to $746, with retained earnings rising from $318 to $488.
• Enhanced cybersecurity risks, including data breaches, unauthorized access, and potential adverse effects on operations.
• Net cash provided by operating activities decreased by $23 million in 2023 due to higher development advance notes.
• The Company incurred separation-related costs of $3 million in 2023, primarily consisting of legal and tax-related costs.
• Long-term debt increased from $2,057 to $2,164.
• Incorporation of artificial intelligence poses reputational, competitive, and legal risks if not managed properly.
• Accounts payable decreased from $39 to $32.
• Net cash used in investing activities was $66 million in 2023, a significant change from the $179 million provided in 2022.
• Quarterly cash dividend increased to $0.35 per share in 2023, up from $0.32 per share in 2022.
• Accrued expenses and other current liabilities increased from $264 to $299.
• Changes in stock repurchases, dividends, and financial data, reflecting fluctuations in share prices and financial performance.
• Deferred taxes decreased from $366 to $345.