Good morning and welcome to the Choice Hotels International third quarter 2008 earnings conference call. (Operator Instructions) As a reminder today’s call is being recorded. During the course of this conference call certain predictive or forward-looking statements will be used to assist you in understanding the company and its results which constitute forward-looking statements under the Safe Harbor provision of the Securities Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Choice or its management believes, expects, anticipates, foresees, forecasts, estimates, or other words or phrases of similar import. Such statements are subject to risk and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Please consult the company’s Form 10-K for the year ended December 31, 2007, and other SEC filings for information about important risk factors affecting the company that you should consider. Although we believe the expectations reflected in the forward-looking statements are reasonable we cannot guarantee future results, levels of activity, performance, or achievements. We caution you, do not place under reliance on forward-looking statements which reflect our analysis only and speak only as of today’s date. We undertake no obligation to publicly update our forward-looking statements to reflect subsequent events or circumstances. You can find a reconciliation of our non-GAAP financial measures referred to in our remarks as part of our third quarter 2008 earnings press release, which is posted on our website at www.choicehotels.com under the Investor Information Section. With that being said, I’d now like to introduce Steve Joyce, President and Chief Executive Officer of Choice Hotels International Incorporated.

Good morning and welcome to our third quarter earnings conference call. I have with me today David White, our Chief Financial Officer, as well. Before covering our third quarter results in detail I would like to spend a couple of minutes talking about the current environment, the capital market conditions, and highlight how they are likely to impact Choice and our model. Obviously a slowing economy, weakening consumer confidence, is clearing having a negative impact on travel demand and on RevPAR performance. Since Labor Day we have seen significant declines in hotel occupancies and moderating ADR growth, which has turned down since the Jewish holidays and the crisis on Wall Street and in the financing markets, to impact our overall RevPAR performance. Based on the internal data points we have seen in September and October to date, we expect RevPAR declines to accelerate somewhat into the fourth quarter and we expect a negative RevPAR environment to continue into 2009. We just completed a series of fall regional meetings with our franchisees and both the franchise association leadership and our management team has encouraged our franchisees not to drop rates, as dropping rates does not induce demand. We have told them dropping rates induces lower revenues. So far the ADR results to date have implied that for the most part these folks are holding that line and that our advice is being heeded. I would also like to point out that we have a different electronic intermediary environment in this downturn. The third-party sites are not in a position to negatively impact the big lodging companies like Choice as they did in that last downturn. And another positive note we have noticed recently is the level of request for us to participate in corporate RFPs in 2009, where we have seen…

(Operator Instructions) Your first question comes from Steve Kent - Goldman Sachs.

I have forgotten if you give guidance or give some thoughts on 2009 at this point or whether you wait until the fourth quarter to do that.

We fortunately wait until the end of the fourth quarter to give that guidance. Obviously that will give us a little better insight into where we’ve been tracking and in today’s environment you have seen such a wide range of forecasts, I am actually glad we’re not giving it until December.

Then maybe you could just talk a little bit about two points. One, on the royalty rate increases, what’s behind some of that royalty rate increase? Is it mix or is it that you’re able to get better rates from the people you are signing on? And then on the pipeline, when we dug a little deeper, it looks like the economy hotels, like Econo Lodge and Roadway, are declining more than the more moderately priced hotels in your brand circle.

On the royalty rate, I think what you have to look at there is over the last several years we have had a pretty good track record of gradually increasing that effective royalty rate. And there’s a couple key reasons for that. The first one is that one of our sales strategies over the past four or five years has been to discount the effective royalty rate in the early years of these contracts. Obviously this is a contract business, fee-for-service business where we have very long-term contracts for virtually all of these brands. And that effective royalty rate is set at the time of the initial contract. And so one of our sales techniques, in terms of customer acquisition, has been to discount the early years, so as those discounts burn off that is having an impact on the effective royalty rate. And then you couple that with the relicensings, although they have been weaker this year than they have been the past two or three years, those relicensing events are also opportunities to essentially reset the effective rates on these contracts and more aggressively eliminate those discounts. You have seen the burn off of discounts over time. In terms of the pipeline, I think what you are seeing on the conversion brands and the economy conversion brands, is that frankly, those are predominantly conversion brands, Econo Lodge and Roadway. So when the contract enters the system it comes on line faster than a new-construction hotel does and couple that with the fact that for the third quarter here you saw the number of conversion contracts getting sold declining. It’s really those two factors playing out in the pipeline.

Your next question comes from William Truelove – UBS.

Can you give us an update on Cambria Suites pipeline and lending program and all that stuff you talked about in the second quarter?

In general we have got very strong developer interest in that product. We have been out talking to a number of multi-unit developers who are folks that moved off a lot of units when the opportunity presented for them to sell or sitting on significant piles of equity and looking to redevelop. They are very interested in that product. The issue remains that financing is becoming very difficult, particularly at that price point, for Cambria development. In our other brands, where the average deal might be $5.0 million we’re still seeing lending activity, but in that $15.0 million and up category from Cambria we’ve really seen lenders becoming more and more scarce. And their terms are tougher to deal with as they drop leverage. So that is impacting our overall deal flow. The deal pipeline for Cambria is still very strong. We’ve got somewhere in the neighborhood of 70+ deals that we’re working. A number of those are underway already in terms of construction and a number of them are looking for financing, which we are going to help try to obtain by bringing in support to try to find the lenders that are actually lending. The other thing about Cambria is we continue to get rave results from our guests. Guest satisfaction is probably the highest I’ve seen of any brand I’ve been involved with. We’re getting great notice in terms of awards from different people. People tend to love the design. The franchisees are very excited about the opportunity to do that. It’s just a real tough environment to get those deals done. However, I do think with our efforts that we are going to start seeing an uptick in that pipeline sometime early next year as the credit crisis begins to loosen somewhat.

When you talk about conversions being affected by the credit markets, what is the typical expense a hotel owner goes through for an average conversion activity? How much is that costing them?

It can range widely. For a hotel that is in good condition it can literally be signs and systems, which is $50,000 to $60,000, to a hotel that has a complete gut of their rooms where they’re going to spend $40,000 to $50,000 a key, which could be $5.0 million. If you looked at the average across the board, it’s probably somewhere in the several hundred thousand dollar range. But it depends on where that property has been, how it is positioned currently, what the view of the owner is, in terms of are they upgrading it or are they just trying to maintain it. The great thing for us, though, is I think we have, in terms of conversion brands, the brands that provide the most value in terms of business generated. In addition to that, as we work with our franchisees, they see us as a strong franchisor for their products, regardless of where they are in the life cycle. So unlike hotel companies I’ve been associated with before, we have got a brand that suits a hotel that may be well conditioned but is on the downside of its life cycle functionality, as well as brands that suit for a new-build, upscale product. So the great thing about our model is we can help a franchisee not only with their existing inventory, but we can help a hotel through their various life cycles. And in fact, we actually move hotels through our brands as they age and become less functional. The example I like to give is we can take a Comfort Inn that maybe is not functionally equivalent of what we’re doing with Comfort Inn today and if that hotel is well conditioned and well run, we will move that hotel into Quality. That franchisee will see real business support and real results for the money that they pay for to us. And as a result that puts us in a really strong position to not only maintain our contracts that we’ve got, even as those hotels age, but also to offer opportunities in a conversion environment to others that are looking to generate more business for the brand they’re paying for.

Your next question comes from Jeffrey Donnelly - Wachovia Capital Markets.

I would like to build upon that question. Do you know, if only anecdotally, how owners of the hotels typically pay for finance of that conversion and is there anything in specific that you can do right now to make that transition easier for folks?

The answer is we typically have not seen a need for us for our brands to step in and help with conversions because in a normal lending environment there are two ways of that owner going at it. They are either in a refinance scenario and repositioning it where they will fold that incremental PIP cost into a first mortgage or a combined first and second tranche. There are also those who will take a second to do that PIP. The issue for us today with conversions isn’t that they don’t have the incremental dollars to do that conversion, it’s that they don’t have the first mortgage to buy the property or to do a refinancing which allows them to reposition. If it were just a sliver position we might look at that, but we have historically not had to get very involved in PIP dollars. We at some points will incent them to do that PIP, as Dave mentioned, through a discounted franchise fee in the first couple of year.

And incentive notes from time to time.

But in general, the conversion activity that we have been so successful with usually doesn’t require a lot of capital from us in the normal environment. We will obviously look if that would make a difference, but the environment today is not the sliver that’s making the difference, it’s the first that they need in order to either buy a hotel or to do a repositioning of one is difficult for them to obtain.

Your old shop down the road, I think they’ve been saying that they would expect conversion activity to increase in this type of environment, which intuitively makes sense during most normal downturns, but I guess I’m wondering because of the risk of disruption to revenues during the transitions, and obviously the credit markets are closed, do you think we’re less apt to see as much conversion as you might have historically just because owners are more comfortable with the devil they know, they need to pay the mortgage, etc.?

Well, I think in today’s environment I think there is somewhat of a reticence on owners to do something significant, until they think they see things stabilizing. But I’m actually hopeful that within the next several months there is at least some semblance of a lending market that will support this activity. And normally when you see this downturn you do see the big uptick in conversions, primarily because they are not comfortable with the devil they’re with. They think that their brand is underperforming for them and they think that if they reposition to a higher caliber brand which has shown to demonstrate and generate business for them, that they will be better off. And so that is the typical pattern. But what is affecting this one that’s different is that lack of liquidity out there to be able to obtain money to do that. And so we’re still, when we look at guidance for next year and look at the deals, I think what we will be looking at is when do we think there will be some liquidity in the markets and then at that point we would begin to forecast an uptick in conversions. Because we still think they’re coming, it’s a question of when the markets stabilize and allow that to occur.

Your next question comes from David Katz - Oppenheimer & Co. David Katz - Oppenheimer & Co.: Could we talk about how much of your pipeline or what percentage or in some relative term, how much of your pipeline is actually under construction at this point?

In terms of where footers have been poured on the new construction side of things, that was around 165 units where footers have been poured as of a day or so. On the conversion side, obviously those hotels are already open and operating hotels so they are in various stages of converting into our system.

So we feel pretty good about what our opening scenario will look like, obviously for the fourth quarter, but for next year, because we are in relatively good shape in terms of the hotels that we are counting on are obviously financed if they’re pouring footers. And we expect a good level of conversion activity. The question will be if it’s a great level of conversion activity then that will push our numbers further. David Katz - Oppenheimer & Co.: This may be sort of a dark question that we haven’t had a chance to look at, but how closely, or how regularly, do you follow the financial standing of your owner/operators and what kind of scenario analysis could we or should we be looking at if, heaven forbid, some of your hotels wind up going out of business or shuttering up?

That’s the great thing about our model. We’ve seen this in other downturns, is that is not a significant risk for us. Primarily because if you think about our properties, we are almost primarily at the moderate tier and below. Those properties, because of who does those properties with us, typically are not highly levered. And in addition to that, those properties can survive on a much lower level of occupancy than say full-service hotels. My previous experience, where we had a lot of properties that had higher levels of leverage and also needed higher levels of occupancy to break even, in our scenario we have got a group of properties and owners that are not highly levered and can live off much lower occupancies. Now, having said that, we are monitoring it closely. But we have an extraordinarily low days credit sales outstanding, which has not moved appreciably in the last nine months. And in previous downturns, while there is somewhat of an uptick in properties that you have deal with in terms of delayed payments, it is extraordinarily minor in the scheme of things to us. If this a little deeper we will obviously continue to monitor closely, but that is one of the great things about the group of franchisees we have and the hotels we have, is as we turn down, one of the things we will monitor but that we’re not really concerned about is a huge increase in defaults or properties going under.

Your next question comes from Joseph Greff - JP Morgan.

What percentage of the development pipeline has committed financing right now?

The number we talked about was around 165 of the new construction hotels in the pipeline have footers poured. So we look at that as a pretty good indication that the financing is in place. And on the conversion side, essentially those hotels are already open and operating hotels and so their capital structure is already fully in place.

And what percentage of the new units added this year relates to new construction?

It’s been about 30% or so of the gross openings were new construction.

And it’s interesting, the deal flow earlier for deals that will open in 2010 and 2011 was as really a strong year for new development. That’s tailing off somewhat, but the openings this year and next year will still be predominantly conversion, which is why that gives us a pretty high level of confidence that we’re going to hit pretty strong supply numbers, even given the environment.

Where do you think unit growth next year is?

We’re going to wait until December to do that. I think we will have a much better idea. I could give you a number but I think it would be a lot more meaningful. I think at this point, given where everything is, people throwing numbers out isn’t particularly meaningful.

In the earnings release last night you mentioned that the financing program to the multi-unit franchise developers, it will start to hit more in 2009 and is that something you think could exceed that $20.0 million to $40.0 million range given some of the things you’re talking about and how do you view that now, say versus three or four months ago when you conceived this initiative?

Given the environment, if you consider where we were three or four months ago, I would say it may actually go out a little slower. A lot depends on, that money is not going to go out until those hotels are well underway. Typically if you are doing a [mez] deal you are talking about you are going to do it at opening, which pushes it way out. If you’re doing a JV deal with the one that we announced with Och-Ziff, that will include some investment up front because you will fund your equity as you start that project off. But even as we do deals early next year, those dollars are not going to go out because they are not going to be ready to actually start construction for quite a period of time. In today’s environment the typical new-build scenario that goes well is a year of pre-development, 15 months of pre-development, and then 15 to 18 months of construction. So if anything, given where we are today and the delays that all this is causing in the pipeline and projects starting, I would say it’s probably later that those dollars will go out than we originally anticipated. We have got strong interest in it but the environment is tough. We have got a number of folks that are [contrary] in their nature, I mentioned in my remarks, this is a great construction environment. I haven’t seen a construction environment this good for hotels in ten years. The issue is while that’s great, financing is either really hard to come by or nonexistent. So as that evolves and as we get some more clarity and some sort of, albeit lower levels, but some lending into that market place I think you will see the deals pick up but I think what you will see is our participation in those sort of upscale environment where we’ve got multi-unit partners in first tier cities, which is what we’re trying to incent, that that will begin to happen but it’s going to happen slower than I originally was hoping and so as a result you won’t see those dollars probably go out at the same pace that we would have thought three months ago.

And David, as you look at controlling costs, which is primarily in SG&A, how do you view that and what other leverage you can pull and how do you think about SG&A growing over the next couple of years, given this downturn that we’re in.

If you look at where we were for the first nine months of the year in terms of SG&A growth and then where we’ve ended up for the third quarter, with 6% SG&A growth, we’ve certainly got the trend of SG&A growth moving in the right directions and we’re very focused on the cost side of the business. Having said that, the operating margins in this business are very high, the franchising margins are very high, so I don’t want to over-commit. But we are certainly looking at all avenues of cost, looking at the infrastructure very closely, just to make sure the investments we are making make sense for the long run. Steve mentioned we will give some more definitive guidance on SG&A growth for 2009 when we get to the middle of December here, but we are very focused on the leverage that we have at our disposal.

Your next question comes from Michale Millman - Soleil-Millman Research Assoc.

Starting with the last comment, should we assume that the operating leverage, the high margin, will work on the downside in the same way that it works on the upside? Or can you do something about that quickly?

I think in a down RevPAR environment a lot could depend on where we end up from a supply perspective. Our track record has been that in the last down cycle that we were able to grow the system at a pace that was sufficient to essentially offset the RevPAR declines we saw in 2001, 2002, and 2003. And that flowed through to our franchising revenues and our EBITDA and we generated growth in those scenarios. So we’re aware of that history and focused on trying to repeat it by managing the costs as makes prudent sense. Having said that, we have made some investments, particularly in the second half of last year and continuing on into the first half of this year, in our emerging brands and we think that those emerging brands are going to really, over the mid-to-long term, provide us some excellent growth opportunities to create some strong franchising businesses in markets where we don’t have supply at this point. So we’re going to continue to make those investments because we think they’re prudent for the long-term health of this business.

But I think what you will see from us is you will see, particularly given the environment, strong control over SG&A growth, but which is, as Dave mentioned, maybe augmented by investments in future growth that we think is warranted. So I’ve mentioned international before and some other places where we want to invest in future growth. But what you will see from us is on the base SG&A level an appropriate response to the environment we’re in.

And following up, Dave said what happened in the last down cycle. Could you give us some idea of how to look at the licensing or relicensing fees relative to the conversions, relative to new construction?

The way we looked at that, if you look back in 2001, 2002, 2003, the number of relicensing transactions in each of those years averaged roughly 5% of the preceding year’s domestic system side. And that was kind of a low point over the past ten years in terms of relicensing transaction volume. So the past two or three years it’s been averaging around 7% to 8% and in the last down cycle it fell to 5%. And you’re certainly seeing that in the revenues so far this year, that the relicensing volumes have slowed considerably, which we think is attributable primarily to the financing environment being pretty weak.

Marriott, if I heard them correctly, said that they were seeing sales between hoteliers were down 85%, which certainly boded ill, or maybe even more ill, than you’re suggesting for conversions.

What you’ve got is you’ve got a strong fall off, between 75% and 78% fall off in overall transactions. The biggest place where that occurred was more at the upper end. There are still some transactions going on in the lower end. That’s where we tend to play more. So as a result, while our relicensings held up longer during the year than anybody else’s did, ours began to get affected third quarter and what that is is the result of that credit crisis and the lack of transactions even started hitting the lower end, where typically they’re less susceptible to swings in lending because it’s the bigger loans that go first. So what happened is over time eventually that lending situation even began to affect the lower end, which is a little unusual given, so that’s where it tends to continue even if times are tough. That’s what we’re seeing today. So our relics are off as a result of that. But we also think, based on that, that we’ll be the first to pick up, as those credit markets ease up somewhat and we will see more normal levels of relicensing. And so in our model, we’re typically last to fall off in relicensing and we will be first to pick up.

Are you seeing it get down to those kind of 70% to 80%?

No.

What we’ve seen so far, year-to-date, the number of relicensing transactions is down about 7% but if you look at the third quarter it’s down about 35% to 36% so there was a pretty significant drop in the third quarter but that’s not really unexpected in light of what’s going on in the environment.

So we’re significantly less than the overall drop of the transaction number out there.

And could you comment on the international, when we look at your room supply international was down.

I think that’s primarily a function of we reacquired the master franchising rights in Europe last year and early this year and so what you’re seeing there is some level, which we expected, some level of clean up of some of the properties that weren’t really fitting in with the brand standards, that’s kind of the primary reason.

Your next question comes from Mike Grandall - Key Colony Funds.

I noticed that you started back a little bit of the stock in October. Was that just based on price or because your outlook for that development got pushed a little bit? Could you just give a little bit of color into that?

We are an opportunistic buyer of our stock when we think it has hit a significant discount and we think there is not more discounting to come in a significant way. So you have seen us enter the market in previous years in that scenario. You could characterize our buying as similar to that and you can expect the same from us going forward.

Your next question comes from Jim Bradshaw – Baers Capital Management. Jim Bradshaw – Baers Capital Management: Could you go back to the international and speaking of the weeding out of the units that don’t really fit for you. How’s that going and how do you feel overall about your international units.

I think we’ve worked through most of the units that we were not happy with. There may be a couple of remaining that are still working out of this. It was basically a venture that we were in with another entity that we have separated ourselves from. We are pretty encouraged by where we have ended up as a result of that. And then we’ve got some reasonable growth planned from our partners out there. And as I have mentioned previously, that’s one of the areas I’m interested in in terms of putting some resources against to drive additional unit growth, particularly in a couple of the markets that I think we can do more and that our brands are well suited to.

Your final question comes from Harry Curtis – Chilton Investment Co. Harry Curtis – Chilton Investment Co.: I have two questions and the first one relates to a comment you made earlier about third-party sites not impacting you. Can you walk us through the difference between say 2002 and 2008 because it does seem the third-party sites are getting more inventory, so what is the difference?

The real difference is that most of the lodging companies did not have some form of rate guarantee in place so that there was a definite view, and in fact the truth was that you were getting deals on third-party sites that were not available to you on the hotel sites. And so the consumers learned that pretty quickly and as a result you had hotels that were giving up significant chunks of their inventory to those third-party sites without any form of a guarantee of use. And so those sites could turn those rooms back over unsold with no consequence to them. While you are seeing a little bit of a pickup in some of their activities, I have not seen anything that is even remotely resembling what happened on 2001 and 2002 where you actually had some brand companies having to go to those sites to buy their inventory back to sell it. It was a complete dysfunctional effort on the part of the industry. I think they learned a huge lesson. I don’t think you will see anything like that as a result. And so that, plus the fact that the consumers are now aware of, and if there were a need to, it would be reinforced, sort of this rate guarantee of you’re not getting lower rates on those sites. And by the way there’s also some reasons not to book on those sites in terms of points and other things that you get. You’re not going to see anything like what happened in that last downturn. Harry Curtis – Chilton Investment Co.: And the second question relates to your comments about corporate RFPs up 25%. To what degree have you gotten some sense or commitment from corporations that you didn’t have in the past 12 months? Do you have any significant number of occupied rooms that are now on the books and to the extent that you had companies that were in your fold last year, is there any comparison that you can give us on the rate that they’re being offered in 2009 versus 2008?

I will do the second one first. Obviously there is pressure on rates. I have not yet seen an overall result from the company year-over-year but I think in general we are pushing to hold the line on rates and not discount. I do not think we’re getting significant price increases in those contracts. So you probably see in that rate environment a neutral to slightly negative view of the rate in there in return for maintaining their inventory in our system. On the uptick in RFPs, that season is sort of now coming through to a close and so I don’t have any numbers to share with you with uptick other than given the number of new agreements that we’re putting out there, we are anticipating an uptick in that business and we will look to see what we can report to you next call in terms of that activity. But we are expecting to get that. I will caution, though, to say that we’re also seeing trade out. So in addition to trade down, which will help us, we are seeing trade out of people sort of pulling out of the travel market. So it is a positive factor but it is not one that is going to eliminate the negative RevPAR environment. Harry Curtis – Chilton Investment Co.: What percentage of your occupied room nights is it? In other words, when you see a 25% increase, is that off of a really low base?

It’s off of a low base.

So we’re getting some corporations that before weren’t using our brands and now they are saying they’re going to. And so we are getting in people’s books and we’ll see what we get in terms of travel from them.

There are no further questions.

Thank you very much for joining us on this call. We believe that even in this environment our model continues to demonstrate our ability to do well in a downturn market and we will look forward to sharing more results with you on our next call.

This concludes today’s conference call. This conference will be available for replay after 11:30 am ET today until November 28 at midnight. You may access the AT&T Executive Playback Service at any time by dialing 1-800-475-6701 and entering the access code of 962339.