Travel & Leisure Co.
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 21, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business | 3 |
| Item 1A. | Risk Factors | 16 |
| Item 1B. | Unresolved Staff Comments | 28 |
| Item 1C. | Cybersecurity | 28 |
| Item 2. | Properties | 30 |
| Item 3. | Legal Proceedings | 30 |
| Item 4. | Mine Safety Disclosures | 30 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 31 |
| Item 6. | [Reserved] | 32 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 48 |
| Item 8. | Financial Statements and Supplementary Data | 50 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 95 |
| Item 9A. | Controls and Procedures | 95 |
| Item 9B. | Other Information | 96 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 96 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 97 |
| Item 11. | Executive Compensation | 97 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 97 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 97 |
| Item 14. | Principal Accounting Fees and Services | 97 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 98 |
| Signatures | 104 | |
GLOSSARY OF TERMS
The following terms and acronyms appear in the text of this report and have the definitions indicated below:
Adjusted EBITDA A non-GAAP measure, defined by the Company as Net income from continuing operations before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes. Adjusted EBITDA also excludes stock-based compensation costs, separation and restructuring costs, legacy items, transaction costs for acquisitions and divestitures, asset impairments/recoveries, gains and losses on sale/disposition of business, and items that meet the conditions of unusual and/or infrequent. Legacy items include the resolution of and adjustments to certain contingent assets and liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels & Resorts, Inc. and Cendant Corporation, and the sale of the vacation rentals businesses.
AOCL Accumulated Other Comprehensive Loss
ARN Alliance Reservations Network
AUD Australian Dollar
Awaze Awaze Limited, formerly Compass IV Limited, an affiliate of Platinum Equity, LLC
Board Board of Directors
Cendant Cendant Corporation
Company Travel + Leisure Co. and its subsidiaries
Distribution Pro rata distribution of Wyndham Hotels & Resorts, Inc. stock to Wyndham Worldwide Corporation’s shareholders.
ESG Environmental, Social, and Governance
EPS Earnings Per Share
Fee-for-Service sales Sales of VOIs through the Company’s Fee-for-Service programs where inventory is sold through its sales and marketing channels for a commission.
GAAP Generally Accepted Accounting Principles in the United States
GHG Greenhouse gas
LIBOR London Interbank Offered Rate
Moody’s Moody’s Investors Service, Inc.
NQ Non-Qualified stock options
NYSE New York Stock Exchange
NZD New Zealand Dollar
PSU Performance-vested restricted Stock Units
RSU Restricted Stock Unit
S&P Standard & Poor’s Rating Services
SEC Securities and Exchange Commission
SOFR Secured Overnight Financing Rate
SPE Special Purpose Entity
Spin-off Spin-off of Wyndham Hotels & Resorts, Inc.
Travel + Leisure Co. Travel + Leisure Co. and its subsidiaries
Vacasa Vacasa LLC
VIE Variable Interest Entity
VOCR Vacation Ownership Contract Receivable
VOI Vacation Ownership Interest
VPG Volume Per Guest
Wyndham Hotels Wyndham Hotels & Resorts, Inc.
Wyndham Worldwide Wyndham Worldwide Corporation
Part I
Forward Looking Statements
This report includes “forward-looking statements” as that term is defined by the Securities and Exchange Commission (“SEC”). Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expects,” “should,” “believes,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,” “continue,” “future” or other words of similar meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual results of Travel + Leisure Co. and its subsidiaries (“Travel + Leisure Co.” or “we”) to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, risks associated with: the acquisition of the Travel + Leisure brand and the future prospects and plans for Travel + Leisure Co., including our ability to execute our strategies to grow our cornerstone timeshare and exchange businesses and expand into the broader leisure travel industry through travel clubs; our ability to compete in the highly competitive timeshare and leisure travel industries; uncertainties related to acquisitions, dispositions and other strategic transactions; the health of the travel industry and declines or disruptions caused by adverse economic conditions (including inflation, higher interest rates, and recessionary pressures), terrorism or acts of gun violence, political strife, war (including hostilities in Ukraine and the Middle East), pandemics, and severe weather events and other natural disasters; adverse changes in consumer travel and vacation patterns, consumer preferences and demand for our products; increased or unanticipated operating costs and other inherent business risks; our ability to comply with financial and restrictive covenants under our indebtedness; our ability to access capital and insurance markets on reasonable terms, at a reasonable cost or at all; maintaining the integrity of internal or customer data and protecting our systems from cyber-attacks; the timing and amount of future dividends and share repurchases, if any; and those other factors disclosed as risks under “Risk Factors” in documents we have filed with the SEC, including in Part I, Item 1A of this report. We caution readers that any such statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Except as required by law, we undertake no obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements, reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and other information with the SEC. Our SEC filings are available free of charge to the public over the Internet at the SEC’s website at http://www.sec.gov. Our SEC filings are also available on our website at http://www.travelandleisureco.com as soon as reasonably practicable after they are filed with or furnished to the SEC. Our website and the information contained on or connected to that site are not incorporated into this Annual Report.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.