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Travel & Leisure Co.

For the period ended Dec 31, 2023. Filed Feb 21, 2024.

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About this filing

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

TNL$78.29+3.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

Page
PART I
Item 1.Business3
Item 1A.Risk Factors16
Item 1B.Unresolved Staff Comments28
Item 1C.Cybersecurity28
Item 2.Properties30
Item 3.Legal Proceedings30
Item 4.Mine Safety Disclosures30
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31
Item 6.[Reserved]32
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations33
Item 7A.Quantitative and Qualitative Disclosures about Market Risk48
Item 8.Financial Statements and Supplementary Data50
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure95
Item 9A.Controls and Procedures95
Item 9B.Other Information96
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections96
PART III
Item 10.Directors, Executive Officers and Corporate Governance97
Item 11.Executive Compensation97
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters97
Item 13.Certain Relationships and Related Transactions and Director Independence97
Item 14.Principal Accounting Fees and Services97
PART IV
Item 15.Exhibits and Financial Statement Schedules98
Signatures104

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.