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What changed in Travel & Leisure Co.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Travel & Leisure Co.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+385 added−344 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-19)

Top changes in Travel & Leisure Co.'s 2025 10-K

385 paragraphs added · 344 removed · 294 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

76 edited+11 added−10 removed85 unchanged
Biggest changeThis fee typically covers expenses such as housekeeping, landscaping, taxes, insurance, resort labor, a management fee payable to the management company, and an assessment to fund a reserve account used to renovate, refurbish and replace furnishings, appliances, and common areas and other assets, such as structural elements and equipment, as needed over time. 4 Table of Contents Based on published industry data, owners express the following primary reasons for buying and continuing to own their timeshare: • saving money on future vacation costs; • location of resorts; • overall flexibility to use different locations, unit types, and times of year; • certainty of vacations; and • certainty of quality accommodations.
Biggest changeThis fee typically covers expenses such as housekeeping, landscaping, taxes, insurance, resort labor, a management fee payable to the management company, and an assessment to fund a reserve account used to renovate, 4 Table of Contents refurbish and replace furnishings, appliances, and common areas and other assets, such as structural elements and equipment, as needed over time.
In particular, the Separation and Distribution Agreement provided that, subject to certain terms and conditions: • The assets that have been retained by or transferred to Wyndham Hotels (“SpinCo assets”) include, but are not limited to: • all of the equity interests of Wyndham Hotels; • any and all assets reflected on the audited combined balance sheet of the Wyndham Hotels businesses; • any and all contracts primarily relating to the Wyndham Hotels businesses; and • all rights in the “Wyndham” trademark and “The Registry Collection” trademark, and certain intellectual property related thereto. 13 Table of Contents • The liabilities that have been retained by or transferred to Wyndham Hotels (“SpinCo liabilities”) include, but are not limited to: • any and all liabilities (whether accrued, contingent or otherwise, and subject to certain exceptions) to the extent primarily related to, arising out of or resulting from (i) the operation or conduct of the Wyndham Hotels businesses or (ii) the SpinCo assets; • any and all liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any form, registration statement, schedule or similar disclosure document filed or furnished with the SEC, to the extent such filing is either made by Wyndham Hotels or made by us in connection with the Spin-off, subject to each party’s indemnification obligations under the Separation and Distribution Agreement with respect to any misstatement of or omission to state a material fact contained in any such filing to the extent the misstatement or omission is based upon information that was furnished by such party; • any and all liabilities relating to, arising out of, or resulting from any indebtedness of Wyndham Hotels or any indebtedness secured exclusively by any of the Wyndham Hotels assets; and • any and all liabilities (whether accrued, contingent or otherwise) reflected on the audited combined balance sheet of the Wyndham Hotels businesses. • Wyndham Hotels assumed one-third and Travel + Leisure Co. assumed two-thirds of certain contingent and other corporate liabilities of Travel + Leisure Co. and Wyndham Hotels (“shared contingent liabilities”) in each case incurred prior to the Distribution, including our liabilities related to, arising out of or resulting from (i) certain terminated or divested businesses, (ii) certain general corporate matters of Travel + Leisure Co., and (iii) any actions with respect to the separation plan or the Distribution made or brought by any third party. • Wyndham Hotels is entitled to receive one-third and Travel + Leisure Co. is entitled to receive two-thirds of the proceeds (or, in certain cases, a portion thereof) from certain contingent and other corporate assets of Travel + Leisure Co. and Wyndham Hotels (“shared contingent assets”) arising or accrued prior to the Distribution, including our assets related to, arising from or involving (i) certain terminated or divested businesses, and (ii) certain general corporate matters of Travel + Leisure Co. • In connection with the sale of our European vacation rentals business, Wyndham Hotels assumed one-third and Travel + Leisure Co. assumed two-thirds of certain shared contingent liabilities and certain shared contingent assets. • Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, the corporate costs and expenses relating to the Spin-off will be paid by the party with whom such costs were incurred, from a separate account maintained by each of Wyndham Hotels and Travel + Leisure Co. and established prior to completion of the Spin-off on terms agreed upon by Wyndham Hotels and Travel + Leisure Co. and, to the extent the funds in such separate account are not sufficient to satisfy such costs and expenses, be treated as shared contingent liabilities (as described above). • All of our assets and liabilities (whether accrued, contingent or otherwise) other than the SpinCo assets and SpinCo liabilities, subject to certain exceptions (including the shared contingent assets and shared contingent liabilities), have been retained by or transferred to Travel + Leisure Co., except as set forth in the Separation and Distribution Agreement or one of the other agreements described below.
In particular, the Separation and Distribution Agreement provided that, subject to certain terms and conditions: • The assets that have been retained by or transferred to Wyndham Hotels (“SpinCo assets”) include, but are not limited to: • all of the equity interests of Wyndham Hotels; • any and all assets reflected on the audited combined balance sheet of the Wyndham Hotels businesses; 13 Table of Contents • any and all contracts primarily relating to the Wyndham Hotels businesses; and • all rights in the “Wyndham” trademark and “The Registry Collection” trademark, and certain intellectual property related thereto. • The liabilities that have been retained by or transferred to Wyndham Hotels (“SpinCo liabilities”) include, but are not limited to: • any and all liabilities (whether accrued, contingent or otherwise, and subject to certain exceptions) to the extent primarily related to, arising out of or resulting from (i) the operation or conduct of the Wyndham Hotels businesses or (ii) the SpinCo assets; • any and all liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any form, registration statement, schedule or similar disclosure document filed or furnished with the SEC, to the extent such filing is either made by Wyndham Hotels or made by us in connection with the Spin-off, subject to each party’s indemnification obligations under the Separation and Distribution Agreement with respect to any misstatement of or omission to state a material fact contained in any such filing to the extent the misstatement or omission is based upon information that was furnished by such party; • any and all liabilities relating to, arising out of, or resulting from any indebtedness of Wyndham Hotels or any indebtedness secured exclusively by any of the Wyndham Hotels assets; and • any and all liabilities (whether accrued, contingent or otherwise) reflected on the audited combined balance sheet of the Wyndham Hotels businesses. • Wyndham Hotels assumed one-third and Travel + Leisure Co. assumed two-thirds of certain contingent and other corporate liabilities of Travel + Leisure Co. and Wyndham Hotels (“shared contingent liabilities”) in each case incurred prior to the Distribution, including our liabilities related to, arising out of or resulting from (i) certain terminated or divested businesses, (ii) certain general corporate matters of Travel + Leisure Co., and (iii) any actions with respect to the separation plan or the Distribution made or brought by any third party. • Wyndham Hotels is entitled to receive one-third and Travel + Leisure Co. is entitled to receive two-thirds of the proceeds (or, in certain cases, a portion thereof) from certain contingent and other corporate assets of Travel + Leisure Co. and Wyndham Hotels (“shared contingent assets”) arising or accrued prior to the Distribution, including our assets related to, arising from or involving (i) certain terminated or divested businesses, and (ii) certain general corporate matters of Travel + Leisure Co. • In connection with the sale of our European vacation rentals business, Wyndham Hotels assumed one-third and Travel + Leisure Co. assumed two-thirds of certain shared contingent liabilities and certain shared contingent assets. • Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, the corporate costs and expenses relating to the Spin-off will be paid by the party with whom such costs were incurred, from a separate account maintained by each of Wyndham Hotels and Travel + Leisure Co. and established prior to completion of the Spin-off on terms agreed upon by Wyndham Hotels and Travel + Leisure Co. and, to the extent the funds in such separate account are not sufficient to satisfy such costs and expenses, be treated as shared contingent liabilities (as described above). • All of our assets and liabilities (whether accrued, contingent or otherwise) other than the SpinCo assets and SpinCo liabilities, subject to certain exceptions (including the shared contingent assets and shared contingent liabilities), have been retained by or transferred to Travel + Leisure Co., except as set forth in the Separation and Distribution Agreement or one of the other agreements described below.
Specifically, each party will, and will cause its subsidiaries to, indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its and their respective officers, directors, employees and agents for any losses arising out of, by reason of or otherwise in connection with: • the liabilities each such party assumed or retained pursuant to the Separation and Distribution Agreement; • any misstatement of or omission to state a material fact contained in any party’s public filings, only to the extent the misstatement or omission is based upon information that was furnished by the indemnifying party (or incorporated by reference from a filing of such indemnifying party) and then only to the extent the statement or omission was made or occurred after the Spin-off; and 14 Table of Contents • any breach by such party of the Separation and Distribution Agreement or any ancillary agreement unless such ancillary agreement expressly provides for separate indemnification therein, in which case any such indemnification claims will be made thereunder.
Specifically, each party will, and will cause its subsidiaries to, indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its and their respective officers, directors, employees and agents for any losses arising out of, by reason of or otherwise in connection with: • the liabilities each such party assumed or retained pursuant to the Separation and Distribution Agreement; • any misstatement of or omission to state a material fact contained in any party’s public filings, only to the extent the misstatement or omission is based upon information that was furnished by the indemnifying party (or incorporated by 14 Table of Contents reference from a filing of such indemnifying party) and then only to the extent the statement or omission was made or occurred after the Spin-off; and • any breach by such party of the Separation and Distribution Agreement or any ancillary agreement unless such ancillary agreement expressly provides for separate indemnification therein, in which case any such indemnification claims will be made thereunder.
The following summaries do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which is incorporated by reference into this Annual Report on Form 10-K included in Part IV, Item 15 as Exhibits 2.3, 10.60, 10.61, 10.62, and 10.63.
The following summaries do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which is incorporated by reference into this Annual Report on Form 10-K included in Part IV, Item 15 as Exhibits 2.3, 10.61, 10.62, 10.63, and 10.64.
As of December 31, 2023, we have reduced our Scope 1 + Scope 2 GHG emissions intensity by 39% and have increased our renewable energy consumption to 3%. This progress has been accomplished through a combination of increased operational efficiency, onsite solar projects, and one offsite solar project.
As of December 31, 2024, we have reduced our Scope 1 + Scope 2 GHG emissions intensity by 39% and have increased our renewable energy consumption to 3%. This progress has been accomplished through a combination of increased operational efficiency, onsite solar projects, and one offsite solar project.
In connection with the Spin-off, we entered into certain agreements with Wyndham Hotels. See “ Key Agreements Related to the Spin-Off ” for more information. On January 5, 2021, we acquired the Travel + Leisure brand and all related assets from Dotdash Meredith (formerly Meredith Corporation).
In connection with the Spin-off, we entered into certain agreements with Wyndham Hotels. See “ Key Agreements Related to the Spin-Off ” for more information. On January 5, 2021, we acquired the Travel + Leisure brand and all related assets from People Inc. (formerly Dotdash Meredith and Meredith Corporation).
Approximately 97% of our associates are eligible to participate in a company sponsored retirement plan or a mandatory pension plan in their country of residence, subject to plan terms. We also have an Employee Stock Purchase Plan which is available to 86% of our associates.
Approximately 97% of our associates are eligible to participate in a company sponsored retirement plan or a mandatory pension plan in their country of residence, subject to plan terms. We also have an Employee Stock Purchase Plan which is available to 81% of our associates.
As an industry, we largely source potential new owner tours from different marketing channels, but there is overlap when consumers are members of more than one loyalty program and/or travel to more than one resort within a market. We compete for property acquisitions and partnerships with entities that have similar investment objectives.
As an industry, we largely source potential new owner tours from different marketing channels, but there can be overlap when consumers are members of more than one loyalty program and/or travel to more than one resort within a market. We compete for property acquisitions and partnerships with entities that have similar investment objectives.
Similarly, state and federal regulations may place limitations on our ability to engage our consumers in electronic mail marketing campaigns, including requirements applicable to the transmission 9 Table of Contents of email messages with the primary purpose of advertising or promoting a commercial product or service. We have adopted email messaging practices responsive to the requirements of such regulations.
Similarly, state and federal regulations may place limitations on our ability to engage our consumers in electronic mail marketing campaigns, including requirements applicable to the transmission of email messages with the primary purpose of advertising or promoting a commercial product or service. We have adopted email messaging practices responsive to the requirements of such regulations.
Additionally, as of December 31, 2023, we have reduced our water withdrawal per square foot by 14%, compared to our 2010 baseline. In partnership with the Arbor Day Foundation, during 2023 we achieved our 2025 goal of planting two million trees. This accomplishment, two years ahead of schedule, underscores our commitment to enhancing biodiversity.
Additionally, as of December 31, 2024, we have reduced our water withdrawal per square foot by 24%, compared to our 2010 baseline. In partnership with the Arbor Day Foundation, during 2023 we achieved our 2025 goal of planting two million trees. This accomplishment, two years ahead of schedule, underscores our commitment to enhancing biodiversity.
History and Development Our corporate history can be traced back to the formation of Hospitality Franchise Systems (“HFS”) in 1990. In December 1997, HFS merged with CUC International, Inc. to form Cendant Corporation (“Cendant”), which then expanded further through the addition of vacation rentals and vacation ownership businesses.
History and Development Our corporate history can be traced back to the formation of Hospitality Franchise Systems (“HFS”) in 1990. In December 1997, HFS merged with CUC International, Inc. to form Cendant Corporation (“Cendant”), which then expanded further 3 Table of Contents through the addition of vacation rentals and vacation ownership businesses.
Many of the receivables are subsequently transferred from the warehouse securitization facility into term securitization facilities. Wyndham Consumer Finance manages the selection, processing and servicing of loans pledged in our warehouse and term securitization facilities. We assess the performance of our loan portfolio by monitoring numerous metrics including collection rates, defaults by state of residency, and bankruptcies.
Many of the receivables are subsequently transferred from the warehouse securitization facility into term securitization facilities. Travel + Leisure Consumer Finance manages the selection, processing and servicing of loans pledged in our warehouse and term securitization facilities. We assess the performance of our loan portfolio by monitoring numerous metrics including collection rates, defaults by state of residency, and bankruptcies.
Competition Our global exchange business competes with other vacation exchange companies, most notably Interval International, certain timeshare developers, and clubs that offer vacation exchange through their own internal networks of properties.
Competition Our Exchange business competes with other vacation exchange companies, most notably Interval International, and increasingly with certain timeshare developers and clubs that offer vacation exchange through their own internal networks of properties.
Consumer Financing We offer financing to purchasers of VOIs which attracts additional customers and generates substantial incremental revenues and profits. Domestically, we fund and service loans through our wholly-owned consumer financing subsidiary, Wyndham Consumer Finance. Wyndham Consumer Finance performs loan financing, servicing, and related administrative functions, including customer service, billing, and collection activities.
Consumer Financing We offer financing to purchasers of VOIs which attracts additional customers and generates substantial incremental revenues and profits. Domestically, we fund and service loans through our wholly-owned consumer financing subsidiary, Travel + Leisure Consumer Finance. Travel + Leisure Consumer Finance performs loan financing, servicing, and related administrative functions, including customer service, billing, and collection activities.
On July 31, 2006, Cendant distributed all of the shares of its subsidiary, Wyndham Worldwide Corporation (“Wyndham Worldwide”), to the holders of Cendant common stock. 3 Table of Contents On August 1, 2006, we commenced “regular way” trading on the New York Stock Exchange (“NYSE”) under the symbol WYN.
On July 31, 2006, Cendant distributed all of the shares of its subsidiary, Wyndham Worldwide Corporation (“Wyndham Worldwide”), to the holders of Cendant common stock. On August 1, 2006, we commenced “regular way” trading on the New York Stock Exchange (“NYSE”) under the symbol WYN.
During 2024, we derived 88% of our revenues in the United States (“U.S.”) and 12% internationally. For further details on our segment revenues, expenses, profits, assets, and geographical operations, see Note 23— Segment Information to the Consolidated Financial Statements.
During 2025, we derived 88% of our revenues in the United States (“U.S.”) and 12% internationally. For further details on our segment revenues, expenses, assets, and geographical operations, see Note 23— Segment Information to the Consolidated Financial Statements.
We also generate revenue from programs with affiliated resorts, club servicing, and loyalty programs, as well as additional products that provide exchange members with the ability to protect trading power or points, extend the life of deposits, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power.
We also generate revenue from programs with affiliated resorts, club servicing, co-branded credit cards, and loyalty programs, as well as additional products that provide exchange members with the ability to protect trading power or points, extend the life of deposits, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power.
This business 8 Table of Contents also competes with third-party internet travel intermediaries and peer-to-peer online networks that are used by consumers to search for and book their resort and other travel accommodations. Our Travel Club business competes more broadly with the larger sector of leisure travel options including traditional travel agents, online travel agents, and travel clubs.
This business also competes with third-party internet travel intermediaries and peer-to-peer online networks that are used by consumers to search for, book and rent their resort and other travel accommodations. Our Travel Club business competes more broadly with the larger sector of leisure travel options including traditional travel agents, online travel agents, and travel clubs.
Our philanthropic efforts drive support for organizations including Give Kids the World Village, 12 Table of Contents Jack and Jill Late Stage Cancer Foundation, as well as our internal Associate Relief Fund. Our decades long partnership with Christel House International supports educational opportunities for children in underserved global communities.
Our philanthropic efforts drive support for organizations including Give Kids the World Village, Jack and Jill Late Stage Cancer Foundation, as well as our internal Associate Relief Fund. Our decades long partnership with Christel House International supports educational opportunities for children in underserved global communities.
Fees for property management 6 Table of Contents services typically approximate 10% of budgeted operating expenses. As the owner of unsold VOIs, we pay maintenance fees in accordance with the legal requirements of the jurisdictions in which the resorts are located.
Fees for property management services typically approximate 10% of budgeted operating expenses. As the owner of unsold VOIs, we pay maintenance fees in accordance with the legal requirements of the jurisdictions in which the resorts are located.
In total VOI upgrade sales represented 68% of our net VOI sales in both 2024 and 2023. Our marketing and sales activities are often facilitated through marketing alliances with other travel, hospitality, entertainment, gaming, and retail companies that provide access to such companies’ customers through a variety of co-branded marketing offers.
In total VOI upgrade sales represented 72% and 68% of our net VOI sales in 2025 and 2024. Our marketing and sales activities are often facilitated through marketing alliances with other travel, hospitality, entertainment, gaming, and retail companies that provide access to such companies’ customers through a variety of co-branded marketing offers.
It is possible that the weather conditions and other natural disasters associated with climate change could increase in frequency and/or severity in the future which could have a material adverse effect on our managed property portfolio, operating costs, and demand for our products and/or services.
It is possible that the weather conditions and other natural disasters associated with climate change could increase in frequency and/or severity in the future which could have a material adverse effect on our managed 12 Table of Contents property portfolio, operating costs, and demand for our products and/or services.
All of our managers and above participate in an annual incentive plan that most closely aligns with their role. Sales and marketing associates at all levels across our business lines participate in variable compensation plans aligned to their role. As of December 31, 2024, 42% of our associates participate in a variable pay incentive pay program.
All of our managers and above participate in an annual incentive plan that most closely aligns with their role. Sales and marketing associates at all levels across our business lines participate in variable compensation plans aligned to their role. As of December 31, 2025, 43% of our associates participate in a variable pay incentive pay program.
Our Compensation Committee is responsible for periodically reviewing certain of our human capital programs, policies and procedures, including management succession planning and development. The Compensation Committee is also responsible for periodically reviewing incentives and risks related to our compensation programs.
Our 10 Table of Contents Compensation Committee is responsible for periodically reviewing certain of our human capital programs, policies and procedures, including management succession planning and development. The Compensation Committee is also responsible for periodically reviewing incentives and risks related to our compensation programs.
We use a consumer credit score, Fair Isaac Corporation (“FICO”), which is a branded version of a consumer credit score widely used within the U.S. Our weighted average FICO score on new originations was 744 and 739 for 2024 and 2023.
We use a consumer credit score, Fair Isaac Corporation (“FICO”), which is a branded version of a consumer credit score widely used within the U.S. Our weighted average FICO score on new originations was 746 and 744 for 2025 and 2024.
The acquisition created a strategic alliance between Travel + Leisure Co. and Dotdash Meredith, with Dotdash Meredith continuing to operate and monetize Travel + Leisure branded multi-platform media assets across multiple channels under a 30-year royalty-free, renewable licensing relationship.
The acquisition created a strategic alliance between Travel + Leisure Co. and People Inc., with People Inc. continuing to operate and monetize Travel + Leisure branded multi-platform media assets across multiple channels under a 30-year royalty-free, renewable licensing relationship.
This level of financing is prior to the application of cash received for the full payment of a loan within 60 days of origination. After the application of these early repayments, we financed 54% and 56% of VOI sales during 2024 and 2023.
This level of financing is prior to the application of cash received for the full payment of a loan within 60 days of origination. After the application of these early repayments, we financed 52% and 54% of VOI sales during 2025 and 2024.
We generally do not face competition in our consumer financing business to finance our VOI sales. We do face competition from financial institutions providing other forms of consumer credit, which may lead to full or partial prepayment of our timeshare financing receivables.
We generally do not face competition in our consumer financing business to finance our VOI sales at the time of sale. We do face competition from financial institutions providing other forms of consumer credit, which may lead to full or partial prepayment of our timeshare financing receivables.
Our Board of Directors (“Board”) and its committees also provide oversight on certain human capital matters, including diversity and inclusion initiatives. Our Corporate Governance Committee periodically reviews potential trends and impacts of environmental, social, and governance issues that affect human capital matters.
Our Board of Directors (“Board”) and its committees also provide oversight on certain human capital matters. Our Corporate Governance Committee periodically reviews potential trends and impacts of environmental, social, and governance issues that affect human capital matters.
Information on our website is not part of, or incorporated by reference into, this Annual Report on Form 10-K. CORPORATE RESPONSIBILITY We are committed to making a positive impact on our world while delivering stakeholder value through our Corporate Responsibility strategy, Full Circle.
Information on our website is not part of, or incorporated by reference into, this Annual Report on Form 10-K. 11 Table of Contents CORPORATE RESPONSIBILITY We are committed to making a positive impact on our world while delivering enduring company value through our Corporate Responsibility strategy, Full Circle.
As of December 31, 2024, based on insurable property values: • 36% of our managed, leased, or owned properties are located in Tier I windstorm exposure areas, • 22% are in states prone to high-risk wildfire, and • 20% are situated in areas with a high level of flood risk.
As of December 31, 2025, based on insurable property values: • 35% of our managed, leased, or owned properties are located in Tier I windstorm exposure areas, • 22% are in states prone to high-risk wildfire, and • 19% are situated in areas with a high level of flood risk.
ITEM 1. BUSINESS Company Overview Travel + Leisure Co. is the world’s leading vacation ownership and membership travel company. We provide vacation experiences and travel inspiration to millions of owners, members, and subscribers through our diverse portfolio of products and services.
ITEM 1. BUSINESS Company Overview Travel + Leisure Co. is a leading leisure travel company. We provide vacation experiences and travel inspiration to millions of owners, members, and subscribers through our diverse portfolio of products and services.
BUSINESS DESCRIPTIONS We report results of operations for the following reportable segments, which are described in more detail below: • Vacation Ownership, substantially comprised of the vacation ownership product lines: Club Wyndham, WorldMark by Wyndham, Margaritaville Vacation Club, and Accor Vacation Club. • Travel and Membership , comprised of Exchange and Travel Club.
BUSINESS DESCRIPTIONS We report results of operations for the following reportable segments, which are described in more detail below: • Vacation Ownership, substantially comprised of the vacation ownership product lines: Club Wyndham, WorldMark, Margaritaville Vacation Club, Sports Illustrated Resorts, Eddie Bauer Adventure Club, and Accor Vacation Club. • Travel and Membership , comprised of Exchange and Travel Club.
Vacation Ownership Overview Our Vacation Ownership reportable segment is substantially comprised of the vacation ownership product lines: Club Wyndham, WorldMark by Wyndham, Margaritaville Vacation Club, and Accor Vacation Club; and is the world’s largest vacation ownership business based on number of resorts and owners.
Vacation Ownership Overview Our Vacation Ownership reportable segment is substantially comprised of the vacation ownership product lines: Club Wyndham, WorldMark, Margaritaville Vacation Club, Sports Illustrated Resorts, Eddie Bauer Adventure Club, and Accor Vacation Club; and is the world’s largest vacation ownership business based on number of resorts and owners.
Federal Trade Commission and states’ “Little FTC Acts” and other regulations governing unfair, deceptive or abusive acts or practices including unfair or deceptive trade practices and unfair competition, state attorney general regulations, anti-fraud laws, prize, gift and sweepstakes laws, laws governing discount sales and buying clubs, real estate, title agency or insurance and other licensing or registration laws and regulations, anti-money laundering, consumer information privacy and security, breach notification, information sharing, telemarketing and email marketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws, securities laws, subscription laws, and other consumer protection laws.
Federal Trade Commission and states’ “Little FTC Acts” and other regulations governing unfair, deceptive or abusive acts or practices including unfair or deceptive trade practices and unfair competition, state attorney general regulations, anti-fraud laws, prize, gift and sweepstakes laws, laws governing discount sales and buying clubs, real estate, title agency or insurance and other licensing or registration laws and regulations, anti-money laundering, consumer information privacy and security, breach notification, information sharing, telemarketing and email marketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws, securities laws, subscription laws, and other consumer protection laws. 9 Table of Contents We must obtain the approval of numerous governmental authorities for our sales and marketing activities.
In addition, based on the water risk assessment we conducted in 2024, we identified 59 managed resorts in high or extremely high-water stressed locations.
In addition, based on the water risk assessment we conducted in 2025, we identified 63 managed resorts in high or extremely high-water stressed locations.
Through our collection of vacation exchange brands, we have 3.4 million paid member families. Annual member retention is high and over the last three years we have retained on average 88% of the exchange memberships through our Exchange networks.
Through our collection of vacation exchange brands, we have 3.3 million paid member families as of December 31, 2025. Annual member retention is high and over the last three years we have retained on average 87% of the exchange memberships through our Exchange networks.
We compete based on brand name recognition and reputation, lifetime value, location and the availability of desirable development sites for new vacation ownership properties, convenience, quality of accommodations, evolving customer travel preferences, service levels, amenities, customer loyalty, and flexibility.
We compete based on brand name recognition and reputation, lifetime value, location and the availability of desirable development sites for new properties, convenience, quality of accommodations, alignment with customer lifestyles and evolving customer travel preferences, service levels, technological innovation, cost, amenities, customer loyalty and flexibility.
While the minimum down payment is typically 10%, our average down payment on financed VOI sales was 20% and 19% for 2024 and 2023. During 2024, we generated $1.53 billion of receivables on $2.15 billion of Gross VOI sales, net of Fee-for-Service sales, resulting in 71% of our VOI sales being financed compared to 74% during 2023.
While the minimum down payment is typically 10%, our average down payment on financed VOI sales was 22% and 20% for 2025 and 2024. During 2025, we generated $1.60 billion of receivables on $2.33 billion of Gross VOI sales, net of Fee-for-Service sales, resulting in 68% of our VOI sales being financed compared to 71% during 2024.
Our business segments generate diversified revenue streams and significant cash flow. In 2024, we generated 45% of our revenues from the sale of vacation ownership interests, 42% from our fee-for-service revenue streams, 12% from our consumer financing revenue stream, and 1% from other ancillary revenue streams. Our businesses have both domestic and international operations.
Our business segments generate diversified revenue streams and significant cash flow. In 2025, we generated 46% of our revenues from the sale of vacation ownership interests, 40% from our fee-for-service revenue streams, 11% from our consumer financing revenue stream, and 3% from other ancillary revenue streams. Our businesses have both domestic and international operations.
We earn interest revenue on our portfolio as well as club and resort management fees. We also seek to enhance our future upgrade pipeline through sales to new owners. On average, new owners nearly double their initial VOI purchase within six years, resulting in predictable, high-margin future revenue streams. Maximize our relationship with Wyndham Hotels.
We also seek to enhance our future upgrade pipeline through sales to new owners. On average, new owners nearly double their initial VOI purchase within six years, resulting in predictable, high-margin future revenue streams. Maximize our relationship with Wyndham Hotels.
No single customer, developer, or group accounts for more than 10% of our revenues.
No single customer, developer, or group accounted for more than 10% of our revenues in 2025.
Performance in our Vacation Ownership business is measured by the following key operating statistics: • Gross vacation ownership interest sales — Sales of VOIs, including sales under our Fee-for-Service program, before the effect of loan loss provisions. • Tours — Number of tours taken by guests in our efforts to sell VOIs. 5 Table of Contents • Volume per guest (“VPG”) — Gross VOI sales (excluding telesales and virtual sales) divided by the number of tours.
Revenues and Operating Statistics Our Vacation Ownership business derives a majority of its revenues from vacation ownership sales, with consumer financing and property management fees being the other main sources of revenue. 5 Table of Contents Performance in our Vacation Ownership business is measured by the following key operating statistics: • Gross vacation ownership interest sales — Sales of VOIs, including sales under our Fee-for-Service program, before the effect of loan loss provisions. • Tours — Number of tours taken by guests in our efforts to sell VOIs. • Volume per guest — Gross VOI sales (excluding telesales and virtual sales) divided by the number of tours.
Our telemarketing activities are subject to regulation and enforcement activities including the federal Telephone Consumer Protection Act and “do not call” legislation, which may increase the cost of telemarketing activities and expose us to enforcement actions if we do not comply.
Changes in circumstances or applicable law may necessitate the application for or modification of existing approvals. Our telemarketing activities are subject to regulation and enforcement activities including the federal Telephone Consumer Protection Act and “do not call” legislation, which may increase the cost of telemarketing activities and expose us to enforcement actions if we do not comply.
To achieve this goal, we intend to pursue the following strategies: Optimize the revenue potential of our existing owner base as well as enhance our upgrade pipeline through the addition of new owners. We have strong embedded revenue potential through our existing owner base: owners tend to upgrade as vacation needs evolve.
To achieve this goal, we intend to pursue the following strategies: Optimize the revenue potential of our existing owner base as well as enhance our upgrade pipeline through the addition of new owners. We have strong embedded revenue potential through our existing owner base. We earn interest revenue on our portfolio as well as club and resort management fees.
This strategy remains an integral part of our company culture and is reflected in our global business operations. We prioritize protecting the environment and strengthening the communities where we live and operate.
This strategy remains an integral part of our company culture and is reflected in our global business operations. We prioritize protecting the environment and strengthening the communities where we live and operate. We strive to cultivate an inclusive environment, in which our associates, customers, suppliers, and communities feel appreciated, respected, and valued.
These agreements govern the relationship following completion of the Spin-off and provide for the allocation of various assets, liabilities, rights, and obligations. The following is a summary of the terms of the material agreements we entered into with Wyndham Hotels.
Before the Spin-off, we entered into a Separation and Distribution Agreement and several other agreements with Wyndham Hotels related to the Spin-off. These agreements govern the relationship following completion of the Spin-off and provide for the allocation of various assets, liabilities, rights, and obligations.
In order to compete, we incent potential new owners and existing owners to tour with us in order to better understand our products and services. The vacation ownership industry has consolidated over the last 20 years leaving multiple well-capitalized branded companies including: Marriott Vacations Worldwide, Hilton Grand Vacations, Disney Vacation Club, and Holiday Inn Club Vacations.
In order to compete with the multitude of short-term leisure travel options for customers, we incent potential new owners and existing owners to tour with us to better understand our products and services. The vacation ownership industry has multiple well-capitalized branded companies such as: Marriott Vacations Worldwide, Hilton Grand Vacations, Disney Vacation Club, and Holiday Inn Club Vacations.
Property Management On behalf of each of the property owners’ associations, we or our affiliates generally provide day-to-day management for vacation ownership resorts, which includes oversight of housekeeping services, maintenance, and refurbishment of the units, and provide certain accounting and administrative services to property owners’ associations.
See Note 9— Vacation Ownership Contract Receivables to the Consolidated Financial Statements for further information on the performance of our loan portfolio. 6 Table of Contents Property Management On behalf of each of the property owners’ associations, we or our affiliates generally provide day-to-day management for vacation ownership resorts, which includes oversight of housekeeping services, maintenance, and refurbishment of the units, and provide certain accounting and administrative services to property owners’ associations.
As of December 31, 2024, we had more than 270 vacation ownership resorts in the U.S., Canada, Mexico, the Caribbean, and Asia Pacific that represent 27,700 individual vacation ownership units and 809,000 owners of VOIs.
As of December 31, 2025, we had more than 280 vacation ownership resorts in the U.S., Canada, Mexico, the Caribbean, and Asia Pacific that represent 29,000 individual vacation ownership units and 797,000 owner families.
Competitive Pay/Benefits We offer a comprehensive total rewards program designed to attract and retain top talent, fuel our business objectives, and reward performance excellence. Our total rewards package reflects our commitment to our associates and includes competitive pay, healthcare benefits, retirement savings plans, paid time off including parental leave, and other mental health and well-being support.
Our total rewards package reflects our commitment to our associates and includes competitive pay, healthcare benefits, retirement savings plans, paid time off including parental leave, and other mental health and well-being support.
Additionally, through contributions to Step Up for Students, we support providing low-income families in Florida the opportunity to choose the best education for their children. We established the Travel + Leisure Charitable Foundation. This foundation embraces a diverse and inclusive community through mentoring opportunities and educational support.
Additionally, through contributions to Step Up for Students, we support providing low-income families in Florida the opportunity to choose the best education for their children. The Travel + Leisure Charitable Foundation was established in June 2021 and is led by a five-member Board of Directors.
Seasonality Our revenues from vacation exchange fees have traditionally been higher in the first quarter, which is generally when our vacation exchange members plan and book their vacations for the year.
Through our Travel Club business, we also offer additional travel products such as flights and car rentals. 8 Table of Contents Seasonality Our revenues from vacation exchange fees have traditionally been higher in the first quarter, which is generally when our vacation exchange members plan and book their vacations for the year.
Members receive periodicals and other communications published by us and, for additional fees, may use the vacation exchange program and other services that provide the ability to protect trading power or points, extend the life of a deposit, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power and book travel services.
Members receive periodicals and other communications published by us and, for additional fees, may use the vacation exchange program and other services that provide the ability to protect trading power or points, extend the life of a deposit, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power and book travel services. 7 Table of Contents As of December 31, 2025, our vacation exchange business has relationships with 3,600 affiliated vacation ownership resorts in 101 countries and territories located in North America, Latin America, the Caribbean, Europe, the Middle East, Africa, and Asia Pacific.
Furthermore, our Audit Committee discusses compliance risks related to human capital matters and periodically reviews and updates our Code of Conduct to promote ethical behavior by all of our associates. As of December 31, 2024, our global team was comprised of 19,000 associates, 4,600 of whom work outside the U.S.
Furthermore, our Audit Committee discusses compliance risks related to human capital matters and periodically reviews and updates our Code of Conduct to promote ethical behavior by all of our associates.
Our internal pipeline of talent is strengthened by our ability to help associates develop knowledge, skills, and a network of supporters throughout their career. We promote four competencies for all associates: Customer Obsession, Decision Velocity, Transparency, and Empowerment. Associates are encouraged to master these competencies through individual development plans, performance reviews, and training.
We promote four competencies for all associates: Customer Obsession, Decision Velocity, Transparency, and Empowerment. Associates are encouraged to master these competencies through individual development plans, performance reviews, and training.
We acquire a small percentage of our members directly from online channels. Travel clubs collaborate with affinity groups outside of the vacation ownership industry. These affinity groups include employee benefit plans, professional associations, and other paid membership groups that are interested in providing travel benefits to their members to enhance customer loyalty, and in many cases, generate incremental fee streams.
These affinity groups include employee benefit plans, professional associations, and other paid membership groups that are interested in providing travel benefits to their members to enhance customer loyalty, and in many cases, generate incremental fee streams. We distribute our products and services through proprietary websites and call centers around the world.
We have a long-term, exclusive license agreement and marketing arrangements with Wyndham Hotels, the world’s largest hotel franchiser by number of hotels with approximately 9,300 hotels located in more than 95 countries.
We have a long-term, exclusive license agreement and marketing arrangements with Wyndham Hotels, the world’s largest hotel franchising company by number of franchised properties, with approximately 8,300 hotels across approximately 100 countries as of September 30, 2025.
Our Travel Club business line includes: our RCI travel club, which seeks to capture a greater share of our members non-exchange travel budgets; and our business-to-business (“B2B”) travel clubs, which offer private-label solutions to associations, organizations, and other closed user groups.
Our Travel Club business line seeks to capture a greater share of its members’ travel budgets by offering a variety of tailored travel products and services to closed user groups, including through Travel + Leisure GO, RCI, and Travel + Leisure For Business, our business-to-business (“B2B”) private-label travel club solutions for associations, organizations, and other partners.
The Wyndham Hotels loyalty program, Wyndham Rewards, has approximately 114 million enrolled members, many of whom fit our target new-customer demographic, providing us with a substantial customer sourcing opportunity to drive future VOI sales. We plan to leverage this sales channel through initiatives such as enhanced call transfers, online marketing, in-hotel marketing, and online rentals of vacation ownership resorts.
The Wyndham Hotels loyalty program, Wyndham Rewards, had approximately 121 million enrolled members as of September 30, 2025, many of whom fit our target new-customer demographic, providing us with a substantial customer sourcing opportunity to drive future VOI sales.
As of May 31, 2018, when the Spin-off was completed, Travel + Leisure Co. and Wyndham Hotels operated independently, and neither company has any ownership interest in the other. Before the Spin-off, we entered into a Separation and Distribution Agreement and several other agreements with Wyndham Hotels related to the Spin-off.
These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are incorporated by reference herein. As of May 31, 2018, when the Spin-off was completed, Travel + Leisure Co. and Wyndham Hotels operated independently, and neither company has any ownership interest in the other.
We understand that a culture of rich inclusion and diversity enhances our performance and fortifies our ability to serve our customers. We strive to cultivate an inclusive environment which enables people to be their authentic selves, and where each associate feels appreciated, respected, and valued as a contributor at every level within the organization.
We strive to cultivate an inclusive environment which enables people to be their authentic selves, and where each associate feels appreciated, respected, and valued as a contributor at every level within the organization. Competitive Pay/Benefits We offer a comprehensive total rewards program designed to attract and retain top talent, fuel our business objectives, and reward performance excellence.
We leverage inventory comprised of VOIs and independently owned properties across our network of brands to maximize value for affiliates and members. Through our Travel Club business, we also offer additional travel products such as flights and car rentals.
We offer travelers flexibility to select preferred travel dates in a variety of lodging options. We leverage inventory comprised of VOIs and independently owned properties across our network of brands to maximize value for affiliates and members.
Competition Our Vacation Ownership business principally competes with short-term vacation options such as lodging, cruise, and home and apartment sharing services, as well as other timeshare developers. The leisure travel industry is large and highly competitive.
Competition Our vacation ownership business principally competes with short-term leisure travel options such as lodging (hotels and resorts), cruises, and home and apartment rental or sharing services. We also compete with other timeshare companies for customers, projects and talent.
Only in rare cases do we acquire and take title of inventory, as our network supply is predominantly owned and provided by third-party affiliates and suppliers. We offer travelers flexibility to select preferred travel dates in a variety of lodging options.
Inventory The properties our business makes available to travelers include vacation ownership and fractional resorts, homes, private residence clubs, and traditional hotel rooms. Only in rare cases do we acquire and take title of inventory, as our network supply is predominantly owned and provided by third-party affiliates and suppliers.
Maintain a capital-efficient inventory sourcing strategy to produce attractive returns and cash flow . We have a diverse inventory sourcing model that allows us to generate VOI sales. These sources include self-developed inventory, Just-in-Time inventory, Fee-for-Service inventory, inventory reclaimed from consumer loan defaults and owners’ associations or owners.
These sources include self-developed inventory, Just-in-Time inventory, Fee-for-Service inventory, inventory reclaimed from consumer loan defaults and owners’ associations or owners. Our capital-efficient inventory sourcing strategy has significantly increased return on invested capital since 2010.
Less than 1% of our associates are subject to collective bargaining agreements governing their employment with our company. 10 Table of Contents Employee Development We seek to attract and retain top talent through our commitment to shared values and competencies, and the development of each associate as an integral contributor to our business and our culture.
Employee Development We seek to attract and retain top talent through our commitment to shared values and competencies, and the development of each associate as an integral contributor to our business and our culture. Our internal pipeline of talent is strengthened by our ability to help associates develop knowledge, skills, and a network of supporters throughout their career.
KEY AGREEMENTS RELATED TO THE SPIN-OFF This section summarizes the material agreements between Travel + Leisure Co. and Wyndham Hotels that govern the ongoing relationships between the two companies after the Spin-off. These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are incorporated by reference herein.
Information on our website, including our 2024 Corporate Responsibility report, is not part of, or incorporated in, this Annual Report on Form 10-K. KEY AGREEMENTS RELATED TO THE SPIN-OFF This section summarizes the material agreements between Travel + Leisure Co. and Wyndham Hotels that govern the ongoing relationships between the two companies after the Spin-off.
Our loan portfolio was 95% current (not more than 30 days past due) as of both December 31, 2024 and 2023. See Note 9— Vacation Ownership Contract Receivables to the Consolidated Financial Statements for further information on the performance of our loan portfolio.
Our loan portfolio was 94% and 95% current (not more than 30 days past due) as of December 31, 2025 and 2024.
Travel Club offers discount travel to consumers as well as custom travel technology solutions to B2B affinity partners including large employers, banks and retailers, trade associations and others via their operations in the U.S. and Mexico. 7 Table of Contents Strategies Our goal is to grow our cornerstone vacation exchange business, optimize cash flow, and broaden our reach into the leisure travel markets to accelerate overall growth for the segment through our travel clubs.
Strategies Our goal is to grow our cornerstone vacation exchange business, optimize cash flow, and broaden our reach into the leisure travel markets to accelerate overall growth for the segment through our travel clubs.
HUMAN CAPITAL Employee Profile We recognize our employees as associates who bring our mission to put the world on vacation to life through their service to the world’s leading vacation ownership and membership travel company. Oversight and Management Our human resources organization manages employment-related matters, including recruiting and hiring, onboarding, compensation and benefits, performance management, and professional development.
HUMAN CAPITAL Employee Profile We recognize our employees as associates who bring our mission to put the world on vacation to life through their service to the world’s leading vacation ownership and membership travel company. As of December 31, 2025, our global team was comprised of 19,300 associates, 4,800 of whom work outside the U.S.
Travel + Leisure Co. has the following segments: • Vacation Ownership includes the world’s largest vacation ownership business with 809,000 owners and more than 270 vacation club resort locations. We provide vacation ownership experiences under some of the most popular hospitality and leisure brands, including Club Wyndham, Margaritaville Vacation Club, and Accor Vacation Club.
Travel + Leisure Co. has the following segments as of December 31, 2025: • Vacation Ownership includes the world’s largest vacation ownership business based on number of owners and resorts, with 797,000 owner families and more than 280 vacation club resort locations.
The business is developing a new experiential product celebrating the Sports Illustrated brand in the U.S. • Travel and Membership includes our Exchange and Travel Club business lines. RCI is the world’s largest exchange company with 3.4 million members and 3,600 affiliated resorts in its network.
RCI is the world’s largest exchange company based on the number of members and affiliated resorts, with 3.3 million members and 3,600 affiliated resorts in its network.
Our programs allow us to market and sell our vacation ownership products in variable quantities and to offer existing owners “upgrade” sales to supplement their existing VOIs. In 2023, we introduced a new concept for a network of sports-themed resort and lifestyle complexes in popular college towns and leisure destinations under the Sports Illustrated Resorts brand.
Our programs allow us to market and sell our vacation ownership products in variable quantities and to offer existing owners “upgrade” sales to supplement their existing VOIs. Strategies Our goal is to strengthen our leadership position in the vacation ownership industry and generate consistent and long-term value for our shareholders.
Visit our website at travelandleisureco.com/esg-commitment for additional information on our corporate responsibility activities and initiatives, along with our 2023 Environmental, Social, and Governance report. Information on our website, including our 2023 Environmental, Social, and Governance report, is not part of, or incorporated in, this Annual Report on Form 10-K.
These programs are more than education; they represent opportunity, empowerment, and hope for the next generation. Governance For detailed information about our governance practices, see “Governance” in the Proxy Statement for our 2025 Annual Meeting of Shareholders. Visit our website at travelandleisureco.com/esg-commitment for additional information on our corporate responsibility activities and initiatives, along with our 2024 Corporate Responsibility report.
We strive to cultivate an inclusive environment, in which our associates, customers, suppliers, and communities feel appreciated, respected, and valued. 11 Table of Contents Our Full Circle strategy is recognized through the prestigious honors we have earned, including: • Fair360’s (formerly DiversityInc) Top 50 Companies for Inclusive Workplaces, • Fortune magazine’s World’s Most Admired Companies, • Forbes’ America’s Best Large Employers, • U.S.
Our Full Circle strategy is recognized through the prestigious honors we have earned, including: • Fortune magazine’s World’s Most Admired Companies, • Forbes’ World’s Top Companies for Women, • Newsweek’s World’s Most Trustworthy Companies, • Time magazine’s World’s Best Companies, • Time magazine’s America’s Growth Leaders • USA Today’s America’s Climate Leaders 2025, • Gallup’s Exceptional Workplace Award.
Removed
We are still early in the development of the Sports Illustrated Resorts portfolio. We anticipate developing properties in this portfolio using an asset-light development financing model. Strategies Our goal is to strengthen our leadership position in the vacation ownership industry and generate consistent and long-term value for our shareholders.
Added
We provide vacation ownership experiences under popular hospitality and leisure brands, including Club Wyndham, WorldMark, Margaritaville Vacation Club, Sports Illustrated Resorts, Eddie Bauer Adventure Club, and Accor Vacation Club. • Travel and Membership includes our Exchange and Travel Club business lines.
Removed
Volume per guest on these affinity marketing tours is generally higher than other tours, helping to increase margins on new owner sales. Add leisure or hospitality brands to our existing portfolio. The addition of brands will help us expand within our existing markets or extend into new markets. New brands will also help with lead generation for new owner tours.
Added
Based on published industry data, owners express the following primary reasons for buying and continuing to own their timeshare: • saving money on future vacation costs; • location of resorts; • overall flexibility to use different locations, unit types, and times of year; • certainty of vacations; and • certainty of quality accommodations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe expected results of the transaction and the future prospects for and plans of our company more broadly, including our strategies to accelerate growth of our global businesses through the addition of new vacation ownership brands and growing our travel clubs, are subject to a number of risks and uncertainties, many of which are beyond our control, and may not be achieved in the time or at the level we expect, or at all. 17 Table of Contents Our efforts to establish and grow our travel clubs businesses and add brands to our existing portfolio of vacation ownership brands, such as through the planned launch of a network of sports-themed resorts and lifestyle resorts under the Sports Illustrated Resorts brand and the acquisition of Accor Vacation Club, subject us to greater risks and uncertainties than those historically considered for our core timeshare and exchange businesses.
Biggest changeThe expected results of the transaction and the future prospects for and plans of our company more broadly, including our strategies to accelerate growth of our global businesses through the addition of new vacation ownership brands and growing our travel clubs, are subject to a number of risks and uncertainties, many of which are beyond our control, and may not be achieved in the time or at the level we expect, or at all.
If we fail to successfully promote and maintain our businesses and brands or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands and businesses, we may fail to attract or retain customers to the extent necessary to realize a sufficient return with respect to the acquisition, our branding efforts and our businesses, which would adversely impact our results of operations and financial condition.
If we fail to successfully promote and maintain our brands and businesses or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands and businesses, we may fail to attract or retain customers to the extent necessary to realize a sufficient return with respect to the acquisition, our branding efforts and our businesses, which would adversely impact our results of operations and financial condition.
Extreme weather conditions and natural disasters, whether resulting from climate change or other factors, such as increased frequency and severity of hurricanes, storms and floods, coastal erosion and flooding due to higher sea levels, increased temperatures, increased wildfires, tornadoes, earthquakes, typhoons, tsunamis, drought, volcanic eruptions and other factors, have in the past adversely impacted, and in the future will likely continue to adversely impact, the accessibility or desirability of travel to certain locations, including those areas where we or our affiliated resort owners have existing properties or may develop resort properties in the future.
Extreme weather conditions and natural disasters, whether resulting from climate change or other factors, such as increased frequency and severity of hurricanes, storms and floods, coastal erosion and flooding due to higher sea levels, increased temperatures, increased wildfires, tornadoes, earthquakes, typhoons, tsunamis, drought, volcanic eruptions and other factors, have in the past adversely impacted, and in the future will likely continue to adversely impact, the accessibility or desirability of travel to certain locations, including those areas where we or our affiliated resort owners have existing resort properties or may develop resort properties in the future.
In addition, any such cyber-attacks could persist for an extended period of time without detection, which could likely have a material adverse effect on our brands, reputation, customer confidence in us, business, financial condition and results of operations, as well as subject us to significant regulatory actions and fines, litigation, losses, third-party damages and other liabilities.
In addition, any such cyber-attacks could persist for an extended period of time without detection, which could likely have a material adverse effect on our brands, reputation, customer confidence, business, financial condition and results of operations, as well as subject us to significant regulatory actions and fines, litigation, losses, third-party damages and other liabilities.
Our business is subject to numerous business, financial, operating and other risks common to the timeshare industry and the leisure travel industry more broadly, such as adverse changes with respect to any of the following: • consumer travel and vacation patterns and consumer preferences; • increased or unanticipated operating costs, including as a result of recent inflationary pressures, and which may not be offset on a timely basis, or at all, by our ability or actions to increase our product pricing or maintenance fees; • increased energy costs, labor shortages and increased labor costs as well as increases in minimum wage and health-care related costs, which may not be fully offset by price or fee increases in our business or otherwise; • product and supply chain disruptions; • desirability of geographic regions where resorts in or affiliated with our businesses are located; • the supply and demand for exchange services and products, and travel subscription services and products; • our ability to accurately plan for, predict, and satisfy future timeshare inventory needs, including through development of new properties, and optimally manage the amount of developer owned inventory we hold for sale, which has been and may in the future be adversely impacted by events and occurrences that affect vacation ownership tours and VOI sales, such as COVID-19 or other pandemics or health-related concerns; • our ability to continue to attract customers for VOI purchases and upgrades at the levels we expect; • our ability to operate our managed resorts and conduct tours of our properties; • seasonality in our businesses, which may cause fluctuations in our operating results; • the availability of acceptable financing and the cost of capital as they apply to us, our customers, our RCI affiliates and other developers of vacation ownership resorts and timeshare property owner associations; • the quality of the services provided by affiliated resorts and properties in our exchange business or resorts in which we sell VOIs or by participants in the Wyndham Rewards loyalty program, which may adversely affect our image, reputation and brand value; • success of any actions we may take to increase our exchange membership levels; • our ability to develop and maintain relationships with marketing partners, including our Blue Thread marketing relationship with Wyndham Hotels; 19 Table of Contents • market perception of the timeshare industry and our ability to effectively respond to any reputational or brand issues that may arise from negative publicity from social media postings or media reports, which could damage our brands; • our ability to develop and maintain positive relations and contractual arrangements with VOI owners, current and potential vacation exchange members, resorts with units that are exchanged through our exchange business and timeshare property owner associations; • organized labor activities and associated litigation; • adverse economic factors impacting the financial health of customers, which has impaired and could continue to impair our ability to collect outstanding fees or other amounts due or otherwise exercise our contractual rights; • our effectiveness in keeping pace with technological developments as well as any failure to timely upgrade our technology infrastructure and efficiently manage upgrade projects to achieve our strategic planning expectations and to meet changing customer preferences and customer interfacing needs; • our effectiveness with positive messaging, through social media platforms, our brand and our timeshare resorts and those resorts with which our exchange members may exchange vacation interests, and our ability to effectively respond to any negative messaging or comments on social media; • our ability to effectively use data to achieve market intelligence and develop, manage and grow our core operations and strategic initiatives using such data and market intelligence; • our ability to offer acceptable customer pricing for products and services, including in a time of economic uncertainty and higher borrowing costs; • our ability to identify, obtain, train and retain industry specific talent (including digital, sales, marketing, and operational leadership skills) to execute our growth strategy and to address customer satisfaction; • disruptions, including non-renewal or termination of agreements, in relationships with third parties (including marketing alliances, loyalty programs and other affiliations with third parties, including Wyndham Hotels); • owners or other developers that have advance notes with us, or who have received loans or other financial arrangements incentives from us, who have experienced and may continue to experience financial difficulties; • decrease in the supply of available exchange accommodations due to, among other reasons, a decrease in inventory included in the system (including as a result of extreme weather events such as have occurred in our geographic markets in recent years, ongoing property renovations or a decrease in member deposits) could adversely affect our exchange business; • the viability of property owners’ associations and the maintenance and refurbishment of vacation ownership properties that we manage, which depend on property owners’ associations levying sufficient maintenance fees and the ability of members to pay such maintenance fees, particularly in times of economic downturn; • decrease in or delays or cancellations of planned or future development or refurbishment projects, whether due to budgetary constraints of property owners’ associations or otherwise, and the complexity with regard to removing properties from timeshare regimes when they can no longer be sustainably maintained; • increases in maintenance fees, which could cause our product to become less attractive or less competitive; • the level of unlawful or deceptive third-party VOI resale schemes, which could damage our reputation and brand value; • the cost to develop vacation ownership properties and difficulties associated with obtaining required approvals in connection with development, liability under state and local laws with respect to any construction defects in the vacation ownership properties we develop, and risks related to real estate project development costs and completion; • private resale of VOIs and the sale of VOIs on the secondary market, which could adversely affect our vacation ownership resorts, the prices at which we sell VOIs, and our exchange business; • disputes with owners of VOIs, property owners’ associations, and vacation exchange affiliation partners, which may result in litigation and the loss of management contracts; • laws, regulations and legislation internationally and domestically, and on a federal, state or local level, concerning the leisure travel industry, which may make the operation of our business more onerous, more expensive or less profitable; • our failure or inability to adequately protect and maintain our trademarks and other intellectual property rights; and • consumers increased use of third-party internet travel intermediaries and peer-to-peer online networks to search for and book their lodging accommodations, which could adversely affect our vacation ownership and vacation exchange brands, travel clubs and travel subscription businesses, reservation systems, bookings and rates.
We are subject to numerous business, financial, operating and other risks common to the timeshare industry and the leisure travel industry more broadly, such as adverse changes with respect to any of the following: • consumer travel and vacation patterns and consumer preferences; • increased or unanticipated operating costs, including as a result of recent inflationary pressures, and which may not be offset on a timely basis, or at all, by our ability or actions to increase our product pricing or maintenance fees; • increased energy costs, labor shortages and increased labor costs as well as increases in minimum wage and health-care related costs, which may not be fully offset by price or fee increases in our business or otherwise; • product and supply chain disruptions; • desirability or continued desirability of geographic regions where resorts in or affiliated with our businesses are located; 19 Table of Contents • the supply and demand for exchange services and products, and travel subscription services and products; • our ability to accurately plan for, predict, and satisfy future timeshare inventory needs, including through development of new properties, and optimally manage the amount of developer owned inventory we hold for sale, which has been and may in the future be adversely impacted by events and occurrences that affect vacation ownership tours and VOI sales, such as COVID-19 or other pandemics or health-related concerns; • our ability to continue to attract customers for VOI purchases and upgrades at the levels we expect; • our ability to operate our managed resorts and to conduct tours of our properties at the levels we have in the past; • seasonality in our businesses, which may cause fluctuations in our operating results; • the availability of acceptable financing and the cost of capital as they apply to us, our customers, our RCI affiliates and other developers of vacation ownership resorts and timeshare property owner associations; • the quality of the services provided by affiliated resorts and properties in our exchange business or resorts in which we sell VOIs or by participants in the Wyndham Rewards loyalty program, which may adversely affect our image, reputation and brand value; • success of any actions we may take to increase our exchange membership levels; • our ability to develop and maintain relationships with marketing partners, including our Blue Thread marketing relationship with Wyndham Hotels; • market perception of the timeshare industry and our ability to effectively respond to any reputational or brand issues that may arise from negative publicity from social media postings or media reports, which could damage our brands; • our ability to develop and maintain positive relations and contractual arrangements with VOI owners, current and potential vacation exchange members, resorts with units that are exchanged through our exchange business and timeshare property owner associations; • organized labor activities and associated litigation; • adverse economic factors impacting the financial health of customers, which has impaired and could continue to impair our ability to collect outstanding fees or other amounts due or otherwise exercise our contractual rights; • our effectiveness in keeping pace with technological developments as well as any failure to timely upgrade our technology infrastructure and efficiently manage upgrade projects to achieve our strategic planning expectations and to meet changing customer preferences and customer interfacing needs; • our effectiveness with positive messaging, through social media platforms, our brand and our timeshare resorts and those resorts with which our exchange members may exchange vacation interests, and our ability to effectively respond to any negative messaging or comments on social media; • our ability to effectively use data to achieve market intelligence and develop, manage and grow our core operations and strategic initiatives using such data and market intelligence; • our ability to offer acceptable customer pricing for products and services, including in a time of economic uncertainty and higher borrowing costs; • our ability to identify, obtain, train and retain industry specific talent (including digital, sales, marketing, and operational leadership skills) to execute our growth strategy and to address customer satisfaction; • disruptions, including non-renewal or termination of agreements, in relationships with third parties (including marketing alliances, loyalty programs and other affiliations with third parties, including Wyndham Hotels); • owners or other developers that have advance notes with us, or who have received loans or other financial arrangements incentives from us, who have experienced and may continue to experience financial difficulties; • a decrease in the supply of available exchange accommodations due to, among other reasons, a decrease in inventory included in the system (including as a result of extreme weather events such as have occurred in our geographic markets in recent years, ongoing property renovations or a decrease in member deposits) which could adversely affect our exchange business; • the viability of property owners’ associations and the maintenance and refurbishment of vacation ownership properties that we manage, which depend on property owners’ associations levying sufficient maintenance fees and the ability of members to pay such maintenance fees, particularly in times of economic downturn; • decrease in or delays or cancellations of planned or future development or refurbishment projects, whether due to budgetary constraints of property owners’ associations or otherwise, and the complexity with regard to removing properties from timeshare regimes when they can no longer be sustainably maintained; • increases in maintenance fees, which could cause our product to become less attractive or less competitive; 20 Table of Contents • the level of unlawful or deceptive third-party VOI resale schemes, which could damage our reputation and brand value; • the cost to develop vacation ownership properties and difficulties associated with obtaining required approvals in connection with development, liability under state and local laws with respect to any construction defects in the vacation ownership properties we develop, and risks related to real estate project development costs and completion; • private resale of VOIs and the sale of VOIs on the secondary market, which could adversely affect our vacation ownership resorts, the prices at which we sell VOIs, and our exchange business; • disputes with owners of VOIs, property owners’ associations, and vacation exchange affiliation partners, which may result in litigation and the loss of management contracts; • laws, regulations and legislation internationally and domestically, and on a federal, state or local level, concerning the leisure travel industry, which may make the operation of our business more onerous, more expensive or less profitable; • our failure or inability to adequately protect and maintain our trademarks and other intellectual property rights; and • consumers increased use of third-party internet travel intermediaries and peer-to-peer online networks to search for and book their lodging accommodations, which could adversely affect our vacation ownership and vacation exchange brands, travel clubs and travel subscription businesses, reservation systems, bookings and rates.
Our revenues are highly dependent on the health of the travel industry and declines in or disruptions to the travel industry such as those caused by economic conditions, terrorism or acts of gun violence, political strife, severe weather events and other natural disasters, war, and pandemics may adversely affect us.
Our revenues are highly dependent on the health of the travel industry and declines in or disruptions to the travel industry such as those caused by economic conditions, terrorism or acts of violence, political strife, severe weather events and other natural disasters, war, and pandemics may adversely affect us.
Our RCI exchange business depends on vacation ownership developers for new members and on existing members and participants renewing their memberships with us and engaging in exchange and travel club transactions.
Our RCI exchange business primarily depends on vacation ownership developers for new members and on existing members and participants renewing their memberships with us and engaging in exchange and travel club transactions.
In connection with 23 Table of Contents our debt obligations, hedging transactions, securitization of certain of our assets, surety bond requirements, the cost and availability of capital and the extension of credit by us, we are subject to numerous risks, including: • the interest rates being charged on recently issued and floating rate corporate debt and securitized debt have increased significantly beginning in 2022 and higher interest costs on our debt may continue in the future, and although rates have fallen from their peak in 2023, we have not been able to and in the future likely will not be able to pass along the full amount of such costs to purchasers of VOIs to whom we provide financing; • our cash flows from operations or available lines of credit may be insufficient to meet required payments of principal and interest, which could result in a default and acceleration of the underlying debt and other debt instruments that contain cross-default provisions; • we may be unable to comply with the terms of the financial covenants under our revolving credit facility or other debt agreements, including a breach of the financial ratio tests, which could result in a default and acceleration of the underlying debt and under other debt and financial instruments that contain cross-default provisions; • our leverage may adversely affect our ability to obtain additional financing on favorable terms or at all; • our leverage requires the dedication of a significant portion of our cash flows to the payment of principal and interest thus reducing the availability of cash flows to fund working capital, capital expenditures, dividends, share repurchases or other operating needs and capital uses; • negative ratings and/or downgrades of our debt by rating agencies have in the past increased interest rates on some of our debt instruments and if they recur in the future would likely increase our borrowing costs and could prevent us from obtaining additional financing on favorable terms or at all; • failure or non-performance of counterparties to foreign exchange and interest rate hedging transactions could result in losses; • an inability to securitize our vacation ownership loan receivables on terms acceptable to us or at all because of, among other factors, the performance of the vacation ownership loan receivables, adverse conditions in the market for vacation ownership loan-backed notes and asset-backed notes in general, and the risk that the actual amount of uncollectible accounts on our securitized vacation ownership loan receivables and other credit we extend is greater than expected; • our liquidity, as it relates to our vacation ownership contract receivables (“VOCRs”) securitization program, could be adversely affected if we were to fail to renew or replace our conduit facilities on their expiration dates, or if a particular receivables pool were to fail to meet certain ratios, which could occur in certain instances if the default rates or other credit metrics of the underlying VOCRs deteriorate.
In connection with our debt obligations, hedging transactions, securitization of certain of our assets, surety bond requirements, the cost and availability of capital and the extension of credit by us, we are subject to numerous risks, including: • the interest rates, inclusive of benchmark rates and spread premium, being charged on floating rate corporate debt and securitized debt had increased significantly beginning in 2022 and higher interest costs on our debt may recur or continue in the future, and although rates have fallen from their peak in 2023, we have not been able to and in the future likely will not be able to pass along the full amount of such costs to purchasers of VOIs to whom we provide financing; • our cash flows from operations or available lines of credit may be insufficient to meet required payments of principal and interest, which could result in a default and acceleration of the underlying debt and other debt instruments that contain cross-default provisions; • we may be unable to comply with the terms of the financial covenants under our revolving credit facility or other debt agreements, including a breach of the financial ratio tests, which could result in a default and acceleration of the underlying debt (and under other debt and financial instruments that contain cross-default provisions) as well as increase the cost of that debt; • our leverage may adversely affect our ability to obtain additional financing on favorable terms or at all; • our leverage requires the dedication of a significant portion of our cash flows to the payment of principal and interest thus reducing the availability of cash flows to fund working capital, capital expenditures, dividends, share repurchases or other operating needs and capital uses; • negative ratings and/or downgrades of our debt by rating agencies have in the past increased interest rates on some of our debt instruments and if they recur in the future would likely increase our borrowing costs and could prevent us from obtaining additional financing on favorable terms or at all; • failure or non-performance of counterparties to foreign exchange and interest rate hedging transactions could result in losses; • an inability to securitize our vacation ownership loan receivables on terms acceptable to us or at all because of, among other factors, the performance of the vacation ownership loan receivables, adverse conditions in the market for vacation ownership loan-backed notes and asset-backed notes in general, and the risk that the actual amount of uncollectible accounts on our securitized vacation ownership loan receivables and other credit we extend is greater than expected; 24 Table of Contents • our liquidity, as it relates to our vacation ownership contract receivables (“VOCRs”) securitization program, could be adversely affected if we were to fail to renew or replace our conduit facilities on their expiration dates, or if a particular receivables pool were to fail to meet certain ratios, which could occur in certain instances if the default rates or other credit metrics of the underlying VOCRs deteriorate.
The trading price of our common stock may continue to fluctuate depending upon many factors, some of which may be beyond our control, including our quarterly or annual earnings or earnings outlook or those of other companies in our industry; customer acceptance and success of our strategic growth initiatives; actual or anticipated fluctuations in our operating results due to seasonality, economic conditions, including increased inflation and higher interest rates, and other factors related to our business; our credit ratings; announcements by us or our competitors of significant acquisitions or dispositions; lower than expected earnings or revenues or outlook for such financial measures, changes in earnings or revenues estimates by us or by securities analysts or our ability to meet those estimates; the operating and stock price performance of comparable companies; and overall market fluctuations.
The trading price of our common stock may continue to fluctuate depending upon many factors, some of which may be beyond our control, including our quarterly or annual earnings or earnings outlook or those of other companies in our industry; customer acceptance and success of our strategic growth initiatives; actual or anticipated fluctuations in our operating results due to seasonality, economic conditions, including increased inflation, tariffs and interest rate fluctuations, and other factors related to our business; our credit ratings; announcements by us or our competitors of significant acquisitions or dispositions; lower than expected earnings or revenues or outlook for such financial measures, changes in earnings or revenues estimates by us or by securities analysts or our ability to meet those estimates; the operating and stock price performance of comparable companies; and overall market fluctuations.
While we maintain what we believe are reasonable security controls over personal and proprietary information (including the personal information of customers, shareholders, and employees), and our information technology staff regularly assesses and identifies vulnerabilities in our information technology and cybersecurity systems and controls, breaches of or breakdowns in our systems that result in the theft, loss, access to, fraudulent use or other unauthorized release of personal, confidential or other proprietary information, source code information, or other data have occurred in the past and may occur in the future.
While we maintain what we believe are reasonable security controls over personal and proprietary information (including the personal information of customers, shareholders, and employees), and our information technology staff regularly assesses and seeks to identify vulnerabilities in our information technology and cybersecurity systems and controls, breaches of or breakdowns in our systems that result in the theft, loss, access to, fraudulent use or other unauthorized release of personal, confidential or other proprietary information, source code information, or other data have occurred in the past and may occur in the future.
See Note 27— Transactions with Former Parent and Former Subsidiaries to the Consolidated Financial Statements for a description of our obligations related to Wyndham Hotels. If Wyndham Hotels were to default on its obligations, we would be required to pay the amounts in default.
See Note 26— Transactions with Former Parent and Former Subsidiaries to the Consolidated Financial Statements for a description of our obligations related to Wyndham Hotels. If Wyndham Hotels were to default on its obligations, we would be required to pay the amounts in default.
We are subject to attack by cyber-criminals (including nation state-sponsored or nation state-supported organizations, terrorist organizations, criminal enterprises and other actors) operating 21 Table of Contents on a global basis attempting to gain access to such information as well as our source code information, and the integrity and protection of that customer, shareholder, and employee data and proprietary information is critical to us.
We are subject to attack by cyber-criminals (including nation state-sponsored or nation state-supported organizations, terrorist organizations, criminal enterprises and other actors) operating on a global basis attempting to gain access to such information as well as our source code information, and the integrity and protection of that customer, shareholder, and employee data and proprietary information is critical to us.
We are subject to risks related to environmental, social and governance activities. Many factors influence our reputation and the value of our brands, including the perception held by our customers and other key stakeholders and the communities in which we do business.
We are subject to risks related to environmental, social and governance activities. Many factors influence our reputation and the value of our brands, including the perceptions held by our customers, other key stakeholders and the communities in which we do business related to our environmental, social and governance activities.
Promotion activities associated with our businesses may not yield increased revenue in the time or levels expected, and even if revenue does increase, it may not be sufficient to offset the expenses we incur in building our brands and businesses.
Promotional activities associated with our businesses may not yield increased revenue in the time or levels expected, and even if revenue does increase, it may not be sufficient to offset the expenses we incur in building our brands and businesses.
There are a great number of existing competitive travel services, some of which have significantly greater financial, marketing, and other resources than we have, and while the market is currently fragmented, existing travel service companies as well as new entrants may adversely impact our ability to achieve the level of revenues, transactions, and profitability we expect.
There are a 16 Table of Contents great number of existing competitive travel services, some of which have significantly greater financial, marketing, and other resources than we have, and while the market is currently fragmented, existing travel service companies as well as new entrants may adversely impact our ability to achieve the level of revenues, transactions, and profitability we expect.
Additionally, we currently have a hybrid work environment in which many corporate associates work both in the office and remotely on an ongoing basis. The increase in the number of our associates working remotely has increased certain risks to our business, including increased demand on our information technology resources and systems, and greater potential for phishing and other cybersecurity attacks.
Additionally, we currently have a hybrid work environment in which many corporate associates work both in the office and remotely on an ongoing basis. 22 Table of Contents The increase in the number of our associates working remotely has increased certain risks to our business, including increased demand on our information technology resources and systems, and greater potential for phishing and other cybersecurity attacks.
These effects on our exchange business are more pronounced as the proportion of corporate member relationships, where the developer renews RCI membership fees for all of its active owners, increases. The loss or renegotiation on less favorable terms of several of our largest affiliation agreements could materially impact our financial condition and results of operations.
These effects on our exchange business are more pronounced as the proportion of corporate member relationships has increased, where the developer renews RCI membership fees for all of its active owners. The loss or renegotiation on less favorable terms of several of our largest affiliation agreements could materially impact our financial condition and results of operations.
Additional costs are incurred in connection with the resale of repossessed VOIs, and the value we recover in a resale is not in all instances sufficient to cover the outstanding debt on the defaulted loan. During 2020, in response to COVID-19, we substantially increased our loan loss allowance on our vacation ownership receivables portfolio.
Additional costs are incurred in connection with the resale of repossessed VOIs, and the value we recover in a resale is not in all instances sufficient to cover the outstanding debt on the defaulted loan. During 2020, in response to COVID-19, we substantially increased our loan loss allowance on our vacation 21 Table of Contents ownership receivables portfolio.
However, future fines, penalties or other remedies that regulators might seek to impose could materially adversely affect our business, financial condition or results of operations. The insurance we carry may not always pay, or be sufficient to pay or reimburse us, for our liabilities, losses or replacement costs.
However, future fines, penalties or other remedies that regulators might seek to impose could materially adversely affect our business, financial condition or results of operations. 26 Table of Contents The insurance we carry may not always pay, or be sufficient to pay or reimburse us, for our liabilities, losses or replacement costs.
We also have successfully utilized and leveraged our relationship with Wyndham Hotels’ loyalty program, which we refer to as Blue Thread, and any cessation of or adverse change in that loyalty program could be expected to materially adversely impact our business, growth strategy and financial results.
We also have successfully utilized and leveraged our relationship with Wyndham Hotels’ loyalty program, which we refer to as Blue Thread, and any cessation of or adverse change in that loyalty program could be expected to materially adversely impact our 27 Table of Contents business, growth strategy and financial results.
Further, any changes to laws or regulations, including new restrictions or requirements applicable to our business, or an increase in enforcement of existing laws and regulations, such as restricting use or sharing of consumer data, including for marketing or advertising or limiting the use of, limiting our ability to provide certain consumer data to our customers, or otherwise regulating artificial intelligence (“AI”) and machine learning (including the use of algorithms and automated processing), could expose us to additional costs and liability.
Further, any changes to laws or regulations, including new restrictions or requirements applicable to our business, or an increase in enforcement of existing laws and regulations, such as restricting use or sharing of consumer data, including for marketing or advertising or limiting the use of, limiting our ability to provide certain consumer data to our customers, or otherwise regulating AI and machine learning (including the use of algorithms and automated processing), could expose us to additional costs and liability.
Our information technology infrastructure (including our, and our third-party service providers’, information systems and legacy proprietary online reservation and management systems) has been and will likely continue to be vulnerable to system failures such as server malfunction or software or hardware failures, computer hacking, phishing attacks, user error, cyber-terrorism, loss of data, computer viruses, ransomware and malware installation, and other intentional or unintentional interference, negligence, fraud, misuse and other unauthorized attempts to access or interfere with these systems and our personal and proprietary information.
Our information technology infrastructure (including our, and our third-party service providers’, information systems and legacy proprietary online reservation and management systems) has been and will likely continue to be vulnerable to system failures such as server malfunction or software or hardware failures, computer hacking, phishing attacks, user error, cyber-terrorism, loss of data, computer viruses, ransomware and malware installation, deepfake technology, and other intentional or unintentional interference, negligence, fraud, misuse and other unauthorized attempts to access or interfere with these systems, including through the use of AI technology, and our personal and proprietary information.
Wyndham Worldwide and Anywhere Real Estate Inc. generally were responsible for 37.5% and 62.5% of certain of ABG’s contingent and other corporate liabilities and associated costs, including certain contingent and other corporate liabilities of ABG or its subsidiaries to the extent incurred on or prior to August 23, 2006.
Wyndham Worldwide and Anywhere Real Estate Inc. generally were responsible for 37.5% and 62.5% of certain of ABG’s contingent and other corporate liabilities and associated costs, including certain contingent and other corporate liabilities of ABG or its subsidiaries 25 Table of Contents to the extent incurred on or prior to August 23, 2006.
In addition, as we pursue new initiatives that are designed to improve our operations and cost structure, the expansion and implementation of new technologies and systems (including our increasing use, and the likely increasing use by our third-party service providers, of artificial intelligence (“AI”) technologies) carries significant potential risks, including failure to operate as designed, potential loss of or corruption of information, changes in security processes, implementation delays, and disruption of operations.
In addition, as we pursue new initiatives that are designed to improve our operations and cost structure, the expansion and implementation of new technologies and systems (including our increasing use, and the likely increasing use by our third-party service providers, of AI technologies carries significant potential risks, including failure to operate as designed, potential loss of or corruption of information, changes in security processes, implementation delays, and disruption of operations.
Properties in these areas have in the past closed, and may in the future close, due to such extreme weather events and such closures have been, and in the future may be, extended for prolonged periods following such weather events while major damage is remedied and/or major renovations are undertaken and completed, whether to the resort properties themselves or to the surrounding infrastructure which supports such areas.
Properties in these areas have in the past closed, and may in the future close, due to such extreme weather events and such closures have been, and in the future may be, extended for prolonged 17 Table of Contents periods following such weather events while major damage is remedied and/or major renovations are undertaken and completed, whether to the resort properties themselves or to the surrounding infrastructure which supports such areas.
Our success in these leisure travel clubs is also dependent upon our ability to efficiently customize our travel offerings to particular areas of interest and focus on the groups to 16 Table of Contents which we market and promote our services and offerings.
Our success in these leisure travel clubs is also dependent upon our ability to efficiently customize our travel offerings to particular areas of interest and focus on the groups to which we market and promote our services and offerings.
A natural disaster, cyberattack, disruption or other impairment in our technology capabilities and service facilities (including IT systems, data centers and backup systems, or those of our third-party service providers) could result in denial or interruption of service, significant investment in resources to restore and remedy such systems, prolonged outages and interruption, financial losses, customer claims, litigation or damage to our reputation, or otherwise harm our business and financial results.
A natural disaster, cyberattack, disruption or other impairment in our technology capabilities and service facilities (including information technology systems, data centers and backup systems, or those of our third-party service providers) could result in denial or interruption of service, significant investment in resources to restore and remedy such systems, 23 Table of Contents prolonged outages and interruption, financial losses, customer claims, litigation or damage to our reputation, or otherwise harm our business and financial results.
Although we have since increased our dividend and resumed our share repurchase program, we cannot provide assurance that our Board will not need to consider limitations, reductions or other restrictions on share repurchases and dividends in the future. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Although we have since increased our dividend and resumed our share repurchase program, we 28 Table of Contents cannot provide assurance that our Board will not need to consider limitations, reductions or other restrictions on share repurchases and dividends in the future. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Any of these factors could increase our costs, reduce our revenues and profitability and otherwise adversely impact our opportunities for growth. 20 Table of Contents Our international operations are subject to additional risks not generally applicable to our domestic operations.
Any of these factors could increase our costs, reduce our revenues and profitability and otherwise adversely impact our opportunities for growth. Our international operations are subject to additional risks not generally applicable to our domestic operations.
In addition, a portion of the value associated with the Travel + Leisure brand is derived from the long-standing commitment to high-quality, independent travel journalism by Travel + Leisure magazine and associated media properties, which continue to be operated by Dotdash Meredith outside of our control.
In addition, a portion of the value associated with the Travel + Leisure brand is derived from the long-standing commitment to high-quality, independent travel journalism by Travel + Leisure magazine and associated media properties, which continue to be operated by People Inc. (formerly Dotdash Meredith and Meredith Corporation) outside of our control.
We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with 27 Table of Contents more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers.
We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers.
Our success here is also dependent upon our ongoing ability to successfully adjust and restructure our business models, which we have been undertaking to meet changing conditions and customer requirements compared to those we had originally anticipated and planned for.
Our success here is also dependent upon our ongoing ability to successfully adjust and restructure our business models, including seeking to lower our costs, which we have been undertaking to meet changing conditions and customer requirements compared to those we had originally anticipated and planned for.
Data breaches and other serious cyber incidents have increased globally, along with the sophistication of the methods and techniques of the intrusions and complexity of the attacks, including use of viruses, ransomware and other malicious software, phishing and other ever-evolving efforts to discover and exploit any design flaws, bugs or other security vulnerabilities.
Data breaches and other serious cyber incidents have increased globally, along with the sophistication of the methods and techniques of the intrusions and complexity of the attacks, including use of viruses, ransomware and other malicious software, phishing, deepfake technology, artificial intelligence (“AI”) technology, and other ever-evolving efforts to discover and exploit any design flaws, bugs or other security vulnerabilities.
Risks affecting the travel industry can be localized events or global in nature and may adversely impact decisions by consumers to use and consume travel services and products, including economic factors such as economic slowdown and recession; increased cost of living and reduced discretionary income (including due to recent and potential future inflationary pressures and higher borrowing costs) and potential for increased unemployment rates; terrorist incidents and threats and associated heightened travel security measures; acts of gun violence or threats thereof; war, other hostilities and political and regional strife (including the risk that the current conflict between Ukraine and Russia or the conflicts in the Middle East expand in a manner that significantly impacts our business and operations); extreme weather conditions and natural disasters; the associated economic disruption due to concerns with high rates of infection, pandemics, contagious diseases or health epidemics, such as occurred during the COVID-19 pandemic, and the related increased governmental regulations or restrictions on and recommendations and warnings against travel in certain regions; lengthy power outages; increased pricing, financial instability and capacity constraints of air carriers; airline job actions and strikes; and potential for increases in gasoline and other fuel prices such as experienced in 2022.
Risks affecting the travel industry can be localized events or global in nature and may adversely impact decisions by consumers to use and consume travel services and products and may include economic factors such as economic slowdown and recession; increased cost of living and reduced discretionary income (including due to recent and potential future inflationary pressures, tariffs, higher borrowing costs and foreign exchange rates) and potential for increased unemployment rates; terrorist incidents and threats and associated heightened travel security measures; acts of violence or threats thereof; war, other hostilities and political and regional strife (including the risk that the current conflict between Ukraine and Russia or the conflicts in the Middle East expand in a manner that significantly impacts our business and operations); extreme weather conditions and natural disasters; the associated economic disruption due to concerns with high rates of infection, pandemics, contagious diseases or health epidemics, such as occurred during the COVID-19 pandemic, and the related increased governmental regulations or restrictions on and recommendations and warnings against travel in certain regions; changes in travel preferences arising from adverse changes in the diplomatic relations of foreign countries with the U.S. and heightened U.S. immigration enforcement; lengthy power outages; increased pricing, financial instability and capacity constraints of air carriers; airline job actions and strikes, or governmental activities in connection with air travel such as flight impacts resulting from reduced levels of air traffic controllers; and potential for increases in gasoline and other fuel prices such as experienced in 2022.
Based upon insurable property values as of December 31, 2024, 36% of our managed properties are located in Tier I windstorm exposure areas, 22% are located in high-risk wildfire-prone states, and 20% are located in areas with a high level of flood risk.
Based upon insurable property values as of December 31, 2025, 35% of our managed properties are located in Tier I windstorm exposure areas, 22% are located in high-risk wildfire-prone states, and 19% are located in areas with a high level of flood risk.
Additionally, increased regulations related to climate change could have an adverse impact on the leisure travel industry generally. 18 Table of Contents Further, Travel + Leisure Co. develops and manages resort properties and provides our exchange and travel club members access to resort properties throughout the world, a portion of which are in areas with greater exposure to the adverse effects of severe weather events and other natural disasters due to their location in coastal areas or states where wildfires are common or have increased in frequency, which could cause such resorts to suffer greater adverse effects from those events than the leisure travel industry faces in general.
Further, Travel + Leisure Co. develops and manages resort properties and provides our exchange and travel club members access to resort properties throughout the world, a portion of which are in areas with greater exposure to the adverse effects of severe weather events and other natural disasters due to their location in coastal areas or states where wildfires are common or have increased in frequency, which could cause such resorts to suffer greater adverse effects from those events than the leisure travel industry faces in general.
We compete based on brand name recognition and reputation, lifetime value, location and the availability of desirable development sites for new vacation ownership properties, convenience, quality of accommodations, evolving customer travel preferences, service levels, cost, amenities, customer loyalty and flexibility.
We compete based on brand name recognition and reputation, lifetime value, location and the availability of desirable development sites for new properties, convenience, quality of accommodations, alignment with customer lifestyles and evolving customer travel preferences, service levels, technological innovation, cost, amenities, customer loyalty and flexibility.
In addition, based on the water risk assessment we conducted in 2024, we identified 59 managed resorts in high or extremely high water-stressed locations.
In addition, based on the water risk assessment we conducted in 2025, we identified 63 managed resorts in high or extremely high water-stressed locations.
We currently are not subject to the 15% 24 Table of Contents minimum tax, but we will continue to monitor as this could change.
We currently are not subject to the 15% minimum tax, but we will continue to monitor as this could change.
Any of these risks or any adverse outcome resulting from the financial instability or performance of foreign economies, the instability or weakening of other currencies and the related volatility on foreign exchange and interest rates, could impact our results of operations, financial position or cash flows. We are subject to risks related to our vacation ownership receivables portfolio.
Any of these risks or any adverse outcome resulting from the financial instability or performance of foreign economies, the instability or weakening of other currencies and the related volatility on foreign exchange and interest rates, could impact our results of operations, financial position or cash flows.
Acquisitions, dispositions and other strategic transactions may not prove successful and could result in operating difficulties. We regularly consider a wide array of potential acquisitions and other strategic transactions, including acquisitions of businesses and real property, brand licensing transactions, joint ventures, business combinations, strategic investments and dispositions. Any of these transactions could be material to our business.
We regularly consider a wide array of potential acquisitions and other strategic transactions, including acquisitions of businesses and real property, brand licensing transactions, joint ventures, business combinations, strategic investments and dispositions. Any of these transactions could be material to our business.
Following the significant property and casualty losses incurred by the insurance industry due to hurricanes, wildfires, cybersecurity breaches and other events, as well as market dynamics (such as those resulting from the recent rapid increase in interest rates), insurance costs have increased and may be higher (and availability may be lower) in future periods.
Following the significant property and casualty losses incurred by the insurance industry due to hurricanes, wildfires, cybersecurity breaches and other events, as well as market dynamics, insurance costs have increased and may be higher (and availability may be lower) in future periods.
The success of our acquisitions is also subject to other risks, including, among others: • failure to realize expected technological and product synergies, economies of scale and cost reductions; • unforeseen expenses, delays or conditions related to the transactions, including those due to regulations; • adverse effects on existing business relationships with customers, partners, employees or suppliers; • potential dilutive issuances of equity securities in payment of the acquisition price; • risks associated with entering into markets in which we have limited or no prior experience such as the college sports community and environment, including less visibility into demand; • inaccurate assumptions regarding the acquired business or integration process; • financial and operational results that may differ materially from our assumptions and forecasts, including higher than expected development costs; • unforeseen difficulties that may arise in integrating operations, processes and systems; • higher than expected investments that may be required to implement necessary compliance processes and related systems, including information technology systems, accounting systems and internal control over financial reporting; • failure to retain, motivate and integrate any key management and other employees of the acquired business; • higher than expected costs or other impacts resulting from unforeseen tax, trade, environmental or other regulations in jurisdictions in which the acquired business conducts its operations; and • issues with retaining customers and integrating customer bases.
The success of our acquisitions is also subject to other risks, including, among others: • failure to realize expected technological and product synergies, economies of scale and cost reductions; • unforeseen expenses, delays or conditions related to the transactions, including those due to regulations; • adverse effects on existing business relationships with customers, partners, employees or suppliers; • potential dilutive issuances of equity securities in payment of the acquisition price in a strategic transaction; • risks associated with entering into markets in which we have limited or no prior experience, including new domestic and international geographic locations and new consumer markets such as the sports fan community (for example, the risk that we may have less visibility into demand in such markets); • inaccurate assumptions regarding the acquired business or integration process; • financial and operational results that may differ materially from our assumptions and forecasts, including higher than expected development costs; • unforeseen difficulties that may arise in integrating operations, processes and systems; • higher than expected investments that may be required to implement necessary compliance processes and related systems, including information technology systems, accounting systems and internal control over financial reporting; • failure to retain, motivate and integrate any key management and other employees of the acquired business; • higher than expected costs or other impacts resulting from unforeseen tax, trade, environmental or other regulations in jurisdictions in which the acquired business conducts its operations; and • issues with retaining customers and integrating customer bases. 18 Table of Contents Many of these factors are outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues, and diversion of management’s time and attention.
Our business is regulated by federal, state and local governments in the countries in which we operate. In addition, U.S. and international, federal, state and local regulators may enact new laws and regulations that may reduce our revenues, cause our expenses to increase or require us to modify our business practices substantially.
In addition, U.S. and international, federal, state and local regulators may enact new laws and regulations that may reduce our revenues, cause our expenses to increase or require us to modify our business practices substantially.
In addition, should we violate or not comply with any applicable laws, regulations, contractual requirements relating to data security and privacy, such as the recently adopted SEC rules requiring public companies to disclose material cybersecurity incidents to which they become subject on a Current Report on Form 8-K, or with our own privacy and security policies, either intentionally or unintentionally, or through the acts of intermediaries, it could have a material adverse effect on our brands, marketing, reputation, business, financial condition, and results of operations, as well as subject us to significant fines, litigation, losses, third-party damages and other liabilities.
In addition, should we violate or not comply with any applicable laws, regulations, contractual requirements relating to data security and privacy, such as the recently adopted regulations for the California Consumer Privacy Act, or with our own privacy and security policies, either intentionally or unintentionally, or through the acts of intermediaries, it could have a material adverse effect on our brands, marketing, reputation, business, financial condition, and results of operations, as well as subject us to significant fines, litigation, losses, third-party damages and other liabilities.
Although new owner sales levels have recovered from their lows in 2020, there is no assurance that they will continue to result in increased new owner memberships in the timeframe or at the levels that we expect or at all. Developers and members also supply resort accommodations for use in exchanges.
Although new owner sales levels have recovered from their lows in 2020, there is no assurance that they will continue to result in increased new owner memberships sufficient to reach pre-pandemic levels. Developers and members also supply resort accommodations for use in exchanges.
Risks Related to Legal, Regulatory and Reputational Matters Negative public perception regarding our industry could have an adverse effect on our operations.
See Note 25— Restructuring for further information. Risks Related to Legal, Regulatory and Reputational Matters Negative public perception regarding our industry could have an adverse effect on our operations.
Current and future international operations expose us to additional challenges and risks that may not be inherent in operating solely in the U.S. due to different social or cultural norms and practices that are not customary in the U.S., geographical distance and language barriers, including our ability to sell products and services, enforce intellectual property rights and staff and manage operations. 26 Table of Contents Risks Related to the Spin-Off Our success depends in part on our ongoing relationship with Wyndham Hotels.
Current and future international operations expose us to additional challenges and risks that may not be inherent in operating solely in the U.S. due to different social or cultural norms and practices that are not customary in the U.S., geographical distance and language barriers, including our ability to sell products and services, enforce intellectual property rights and staff and manage operations.
Any of the foregoing disruptions would also likely adversely affect our affiliated resorts, our RCI affiliates and other developers of vacation ownership resorts and timeshare property owner associations in the impacted location(s), and our travel clubs, thereby impacting our operations and financial results.
Any of the foregoing disruptions would also likely adversely affect our affiliated resorts, our RCI affiliates and other developers of vacation ownership resorts and timeshare property owner associations in the impacted location(s), and our travel clubs, thereby impacting our operations and financial results. Acquisitions, dispositions and other strategic transactions may not prove successful and could result in operating difficulties.
Our business faces increasing scrutiny related to environmental, social and governance activities and risk of damage to our reputation and the value of our brands if we fail to act responsibly or comply with regulatory requirements in a number of areas, such as business ethics and compliance, safety and security, responsible tourism, public health, environmental stewardship and sustainability, supply chain management, climate change, diversity, human rights and modern slavery, philanthropy and support for local communities.
At the same time, our reputation and the value of our brands may be damaged if we fail to act responsibly or comply with regulatory requirements in a number of areas, such as business ethics and compliance, safety and security, responsible tourism, public health, environmental stewardship and sustainability, supply chain management, climate change, human rights and modern slavery, philanthropy, employee relations, and support for local communities.
Under the separation agreement and the tax sharing agreement that we executed with Cendant Corporation (now Avis Budget Group, Inc., “ABG”) and former ABG units, Realogy (now Anywhere Real Estate Inc.) and Travelport.
We are responsible for certain of Avis Budget Group, Inc.'s contingent and other corporate liabilities. Under the separation agreement and the tax sharing agreement that we executed with Cendant Corporation (now Avis Budget Group, Inc., “ABG”) and former ABG units, Realogy (now Anywhere Real Estate Inc.) and Travelport.
We also face competition from national and regional timeshare resale companies as well as from private resales of VOIs, which has in the past and likely will in the future impact VOI sales.
We also face competition from national and regional timeshare resale companies as well as from private resales of VOIs, which has in the past and likely will in the future impact VOI sales. New owners have also historically engaged in upgrade purchases over time which favorably impact our business.
In addition, developers have been creating, operating and expanding internal exchange and points-based vacation club networks to offer their respective owners travel flexibility.
In addition, developers are increasingly competing with our Exchange business by creating, operating and expanding internal exchange and points-based vacation club networks to offer their respective owners travel flexibility.
In connection with the Spin-off, we entered into a number of agreements with Wyndham Hotels that govern the ongoing relationships between Wyndham Hotels and Travel + Leisure Co. following the Spin-off. Our success depends, in part, on the maintenance of these ongoing relationships with Wyndham Hotels as well as Wyndham Hotels’ performance of its obligations under these agreements.
Risks Related to the Spin-Off Our success depends in part on our ongoing relationship with Wyndham Hotels. In connection with the Spin-off, we entered into a number of agreements with Wyndham Hotels that govern the ongoing relationships between Wyndham Hotels and Travel + Leisure Co. following the Spin-off.
We will be adversely impacted if we cannot compete effectively in the highly competitive timeshare industry. The continued success and future growth of our timeshare and exchange businesses depends upon our ability to compete effectively in markets that contain numerous competitors, some of which may have significantly greater financial, marketing, and other resources and flexibility than we have.
The continued success and future growth of our timeshare and exchange businesses depend upon our ability to compete effectively in an industry that contains numerous competitors, some of which have significantly greater financial, marketing, and other resources and flexibility than we have.
There can be no assurance that the anticipated benefits associated with this acquisition will be achieved. Dispositions of businesses, such as our European and North American vacation rentals transactions, also pose risks and challenges that could negatively impact our business, including costs or disputes with buyers.
Dispositions of businesses, such as our European and North American vacation rentals transactions, also pose risks and challenges that could negatively impact our business, including costs or disputes with buyers.
Competition may reduce fee structures, potentially causing us to lower our fees or prices, which may adversely impact our profits. New competition or existing competition that uses a business model that is different from our business model may require us to change our model so that we can remain competitive.
New competition or existing competition that uses a business model that is different from our business model may require us to change our model so that we can remain competitive.
These actions may lead to operational delays or restrictions, as well as increased operating costs, regulatory burdens and risk of litigation, and decrease customers’ willingness to buy from us or to use our travel clubs or vacation exchange platforms. 25 Table of Contents Our business is subject to extensive regulation and the cost of compliance or failure to comply with such regulations may adversely affect us.
These actions may lead to operational delays or restrictions, as well as increased operating costs, regulatory burdens and risk of litigation, and decrease customers’ willingness to buy from us or to use our travel clubs or vacation exchange platforms.
Further, if we fail to fully assess, identify and address all cybersecurity risks associated with acquisitions (such as our recent acquisition of Accor Vacation Club) or fail successfully to integrate all information technology systems of such acquired businesses into and with our existing technology framework and cybersecurity controls, we would become increasingly vulnerable to all of the above risks. 22 Table of Contents Additionally, we are subject to federal, state, and international laws and regulations relating to the collection, use, retention, security and transfer of personally identifiable information and individual payment data.
Further, if we fail to fully assess, identify and address all cybersecurity risks associated with acquisitions (such as our acquisition of Accor Vacation Club) or fail successfully to integrate all information technology systems of such acquired businesses into and with our existing technology framework and cybersecurity controls, we would become increasingly vulnerable to all of the above risks.
Consolidation in the timeshare industry can also lead to larger competitors with greater resources that compete with our Vacation Ownership business for customers, projects, and talent. We principally compete with short-term vacation options such as lodging, cruise, and home and apartment sharing services, as well as other timeshare developers.
We principally compete with short-term leisure travel options such as lodging (hotels and resorts), cruises, and home and apartment rental or sharing services. We also compete with other timeshare companies for customers, projects and talent, and consolidation in the timeshare industry can lead to larger competitors that may have greater resources than us.
Financial difficulties of owners and customers, such as those that occurred during the COVID-19 pandemic and that generally occur during recessionary periods, could result in increased payment defaults and delinquencies. When defaults or delinquencies occur during the early part of the loan amortization period, we may not have recovered the marketing, selling, administrative and other costs associated with such VOIs.
When defaults or delinquencies occur during the early part of the loan amortization period, we may not have recovered the marketing, selling, administrative and other costs associated with such VOIs.
The development, adoption and use for AI and machine learning technologies are still in their early stages and the development of AI technologies is complex, involving technical challenges associated with achieving the desired level of accuracy, efficiency, and reliability.
The development, capabilities, adoption and use of AI and machine learning technologies have been advancing at a rapid pace, and the further development of AI technologies is complex, involving technical challenges associated with achieving the desired level of accuracy, efficiency, and reliability.
Additional risks and uncertainties not presently known to us or that we currently believe not to be material risks may also adversely affect our business. 15 Table of Contents Risks Related to Our Business and Our Industry The timeshare industry is highly competitive and we are subject to risks related to competition that may adversely affect our performance.
However, the risks and uncertainties we face are not limited to those set forth in the risk factors described below. 15 Table of Contents Additional risks and uncertainties not presently known to us or that we currently believe not to be material risks may also adversely affect our business.
For the rules effective January 1, 2025, we do expect the impact to increase our effective tax rate but overall the rules are not expected to have a material impact on our financial statements. This may change as other countries enact similar legislation and further guidance is released. We continue to closely monitor regulatory developments to assess potential impacts.
As of December 31, 2025, based on the countries in which we do business that have enacted legislation effective on or before January 1, 2025, the rules did increase our effective tax rate but overall the impact to our financial statements was not material. This may change as other countries enact similar legislation and further guidance is released.
The OECD may continue to release guidance, and enacting legislation may continue to be implemented, that could impact our assessment as to the impact of Pillar Two on our consolidated financial statements and operations. We are subject to ongoing and periodic tax audits and disputes in U.S. federal and various state, local, and foreign jurisdictions.
We continue to closely monitor regulatory developments to assess potential impacts. The OECD may continue to release guidance, and enacting legislation may continue to be implemented, that could impact our assessment as to the impact of Pillar Two on our Consolidated Financial Statements and operations.
Natural disasters, such as the recent severe wildfires in California and the hurricanes in Florida, have increasingly caused substantial and, in certain instances, unprecedented property damage which will likely materially impact property insurance markets. Coverage and insurance rates may materially impact resort ownership unit maintenance fees to timeshare owners which could potentially make vacation ownership less attractive to some consumers.
Natural disasters, such as the severe wildfires in California in early 2025 and the hurricanes in Florida in 2024, have increasingly caused substantial and, in certain instances, unprecedented property damage which have impacted and in the future will likely materially impact property insurance markets.
An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest, thereby adversely affecting our financial condition or results of operations. We are responsible for certain of Avis Budget Group, Inc.'s contingent and other corporate liabilities.
We are subject to ongoing and periodic tax audits and disputes in U.S. federal and various state, local, and foreign jurisdictions. An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest, thereby adversely affecting our financial condition or results of operations.
Failure to successfully execute these transactions and integrate acquired businesses could have a material adverse effect on our business, financial condition, results of operations, and cash flows. In 2021, we acquired the Travel + Leisure brand and all related assets from Dotdash Meredith (formerly Meredith Corporation) and we also changed our name to Travel + Leisure Co.
In 2021, we acquired the Travel + Leisure brand and all related assets from People Inc. (formerly Dotdash Meredith and Meredith Corporation) and we also changed our name to Travel + Leisure Co.
A number of countries around the world have enacted or are in the process of enacting legislation implementing OECD’s Pillar Two rules. As of December 31, 2024, based on the countries in which we do business that have enacted legislation effective January 1, 2024, the impact of these rules to our financial statements was not material.
A number of countries around the world have enacted or are in the process of enacting legislation implementing OECD’s Pillar Two rules.
We have also increased new owner sales as a percentage of aggregate VOI sales, as new owners have historically engaged in upgrade purchases over time which favorably impact our business. However, we cannot guarantee that the historic upgrade trends will continue in the future at the same rates we have generated in the past.
However, we cannot guarantee that the historic upgrade trends will continue in the future at the same rates we have generated in the past or that we will continue to succeed in creating new owners at levels sufficient to continue historic upgrade trends.
In order to compete, we incent potential new owners and existing owners to tour with us to better understand our products and services. New resorts are being constructed and these additions to supply may create new competitors, in some cases without corresponding increases in demand.
In order to compete with the multitude of short-term leisure travel options for customers, we incent potential new owners and existing owners to tour with us to better understand our products and services.
This acquisition is subject to the acquisition and integration risks described above, as well as all of the risks of acquiring, operating and developing a business outside of the U.S. market and in geographical areas where our operating experience is limited or where we have not historically operated.
Further, there can be no assurance that the anticipated benefits from the 2024 Accor Vacation Club acquisition will be achieved, or that we will be successful in operating and developing this business outside of the U.S. market and in geographical areas where we have had limited or no operating experience.
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However, the risks and uncertainties we face are not limited to those set forth in the risk factors described below.
Added
Risks Related to Our Business and Our Industry The timeshare industry is highly competitive and we are subject to risks related to competition that may adversely affect our performance. We will be adversely impacted if we cannot compete effectively in the highly competitive timeshare industry.
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Many of these factors are outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues, and diversion of management’s time and attention. Furthermore, we may not realize the degree or timing of benefits we anticipate when we first enter into these transactions.
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New developments are being constructed and additional properties are being added to rental and sharing platforms, and these additions to supply may create new competitors, in some cases without corresponding increases in demand. Competition may reduce fee structures, potentially causing us to lower our fees or prices, which may adversely impact our profits.
Removed
In 2024, we acquired the Accor Vacation Club business from Accor, representing 24 resorts and nearly 30,000 members, as well as the right to develop new vacation ownership clubs and products utilizing the Accor Vacation Club brand across a region which includes Asia Pacific, the Middle East, Africa, and Türkiye.
Added
The success of our Exchange business is also dependent upon our ongoing ability to successfully adjust and restructure our business models, including seeking to lower our costs, which we have been undertaking to meet changing conditions.
Removed
In addition, in order to accelerate the growth of consumer financing income, we have taken actions to increase the percentage of the sale amount of VOIs that is financed by owners, which we also expect to increase the loan loss provision associated with such increased financed amount.
Added
We cannot guarantee that our innovations to enhance technologies and digital marketing and services will satisfy customers or that competitors will not develop more effective or appealing innovations, which could limit the benefits we derive from our own efforts or adversely impact our competitive position.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAssessment results feed an iterative process intended to improve our cybersecurity posture and address the constantly evolving threat landscape on an on-going basis. • Third-Party Risk Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the 28 Table of Contents systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Education and Awareness: We provide training for employees regarding cybersecurity threats as a means to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, processes and practices. • Incident Response and Recovery Planning: We have established and maintain incident response and recovery plans for critical systems, applications and business functions that address our response to a cybersecurity incident, and such plans are tested and evaluated on a periodic basis.
Biggest changeAssessment results feed an iterative process intended to improve our cybersecurity posture and address the constantly evolving threat landscape on an on-going basis. • Third-Party Risk Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Education and Awareness: We provide training for employees regarding cybersecurity threats as a means to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, processes and practices. • Incident Response and Recovery Planning: We have established and maintain incident response and recovery plans for critical systems, applications and business functions that address our response to a cybersecurity incident, and such plans are tested and evaluated on a periodic basis.
We describe whether and how risks from identified cybersecurity threats, including as a result of previous incidents, may materially affect, or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, under the heading “ Failure to maintain the integrity of internal or customer data or to protect our systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to significant costs, fines or lawsuits ” included as part of our risk factor disclosures included in Part I, Item 1A of this Annual Report filed on Form 10-K.
We describe whether and how risks from identified cybersecurity threats, including as a result of previous incidents, may materially affect, or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, under the heading “ Failure to maintain the integrity of internal or customer data or to protect our systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to significant costs, 29 Table of Contents fines or lawsuits ” included as part of our risk factor disclosures included in Part I, Item 1A of this Annual Report filed on Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe new lease will expire in 2040. Vacation Ownership Our Vacation Ownership business has its main corporate operations in Orlando, Florida, pursuant to several leases which begin to expire in 2025. Our Vacation Ownership business also has leased space in Las Vegas, Nevada; the Philippines; Australia; and Singapore, with various expiration dates between 2025 and 2056.
Biggest changeOur Vacation Ownership business also has leased space in Las Vegas, Nevada; the Philippines; Australia; Singapore; and the United Arab Emirates, with various expiration dates between 2026 and 2056.
There are 18 leased offices located in Europe, Latin America, Asia Pacific, North America, and Africa with expiration dates between 2025 and 2027. All leases that are due to expire in 2025 are presently under review related to our ongoing requirements.
There are 17 leased offices located in Europe, Latin America, Asia Pacific, North America, and Africa with expiration dates between 2026 and 2040. All leases that are due to expire in 2026 are presently under review related to our ongoing requirements.
In addition, our Vacation Ownership business utilizes 173 marketing and sales offices with 127 locations in the U.S. and the remaining locations in Australia, China, the Caribbean, Thailand, Mexico, Indonesia, Japan, Fiji, and New Zealand. Of these 173 marketing and sales offices, 70 are pursuant to leases 29 Table of Contents with various expiration dates between 2025 and 2056.
In addition, our Vacation Ownership business utilizes 194 marketing and sales offices with 144 locations in the U.S. and the remaining locations in Australia, China, the Caribbean, Thailand, Mexico, Indonesia, Japan, Fiji, and New Zealand. Of these 194 marketing and sales offices, 83 are pursuant to leases with various expiration dates between 2026 and 2056.
All leases that are due to expire in 2025 are presently under review related to our ongoing requirements. Travel and Membership Our Travel and Membership business is headquartered in Orlando, Florida, pursuant to several leases which begin to expire in 2025. The business also owns one property in Indianapolis, Indiana, and one property in Mexico.
All leases that are due to expire in 2026 are presently under review related to our ongoing requirements. Travel and Membership Our Travel and Membership business is headquartered in Orlando, Florida, pursuant to a lease which will expire in 2040. The business also owns one property in Mexico.
ITEM 2. PROPERTIES Travel + Leisure Co. Corporate Our corporate headquarters is located in a leased office at 6277 Sea Harbor Drive in Orlando, Florida, for which the lease expires in October 2025 . We have executed a new lease which commences in November 2025 to relocate our corporate headquarters to 501 West Church Street in Orlando, Florida.
ITEM 2. PROPERTIES Travel + Leisure Co. Corporate Our corporate headquarters is located in a leased office at 501 West Church Street in Orlando, Florida, for which the lease expires in October 2040. Vacation Ownership Our Vacation Ownership business has its main corporate operations in Orlando, Florida, pursuant to multiple leases which begin to expire in 2030.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 19— Commitments and Contingencies to the Consolidated Financial Statements for a description of claims and legal actions arising in the ordinary course of our business and Note 27— Transactions with Former Parent and Former Subsidiaries to the Consolidated Financial Statements for a description of our obligations regarding ABG contingent litigation, matters related to Wyndham Hotels, matters related to the European vacation rentals business, and matters related to the North American vacation rentals business.
Biggest changeSee Note 19— Commitments and Contingencies to the Consolidated Financial Statements for a description of claims and legal actions and Note 26— Transactions with Former Parent and Former Subsidiaries to the Consolidated Financial Statements for 30 Table of Contents a description of our obligations regarding ABG contingent litigation, matters related to Wyndham Hotels, matters related to the European vacation rentals business, and matters related to the North American vacation rentals business.
ITEM 3. LEGAL PROCEEDINGS We are involved in various claims and lawsuits arising in the ordinary course of business, none of which, in the opinion of management, is expected to have a material adverse effect on our results of operations, financial condition or cash flows.
ITEM 3. LEGAL PROCEEDINGS We are involved in various claims and lawsuits arising in connection with our business, none of which, in the opinion of management, is expected to have a material adverse effect on our results of operations, financial condition or cash flows.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe equity compensation plan information called for by Item 201(d) of Regulation S-K is set forth in Part III, Item 12 of this Annual Report on Form 10-K under the heading “ Equity Compensation Plan Information as of December 31, 2024. ” Issuer Purchases of Equity Securities Below is a summary of our Travel + Leisure Co. common stock repurchases by month for the quarter ended December 31, 2024: ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet Be Purchased Under the Publicly Announced Plan (b) October 2024 (October 1-31) 431,192 $ 46.36 431,192 $ 488,990,447 November 2024 (November 1-30) 450,149 $ 53.25 450,149 $ 467,354,409 December 2024 (December 1-31) 493,311 $ 52.75 493,311 $ 441,333,148 Total (a) 1,374,652 $ 50.91 1,374,652 $ 441,333,148 (a) Includes 25,318 shares purchased for which the trade date occurred in December 2024 and settled in January 2025.
Biggest changeThe equity compensation plan information called for by Item 201(d) of Regulation S-K is set forth in Part III, Item 12 of this Annual Report on Form 10-K under the heading “ Equity Compensation Plan Information as of December 31, 2025. ” Issuer Purchases of Equity Securities Below is a summary of our Travel + Leisure Co. common stock repurchases by month for the quarter ended December 31, 2025: ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet Be Purchased Under the Publicly Announced Plan (a) October 2025 (October 1-31) 570,996 $ 62.33 570,996 $ 219,755,088 November 2025 (November 1-30) 533,557 $ 63.99 533,557 $ 185,612,745 December 2025 (December 1-31) 293,763 $ 69.01 293,763 $ 165,339,046 Total 1,398,316 $ 64.37 1,398,316 $ 165,339,046 (a) Proceeds received from stock option exercises increase repurchase capacity under the plan.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (a) Among Travel + Leisure Co., the S&P Midcap 400 Index and the S&P Hotels, Resorts, & Cruise Lines Index (a) $100 invested on December 31, 2019, in stock or index, including reinvestment of dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (a) Among Travel + Leisure Co., the S&P Midcap 400 Index and the S&P Hotels, Resorts, & Cruise Lines Index (a) $100 invested on December 31, 2020, in stock or index, including reinvestment of dividends.
For a description of limitations on the payment of our dividends, see the “ Management’s Discussion and Analysis of Financial Condition and Results of Operations - Dividends. ” 31 Table of Contents Stock Performance Graph The Stock Performance Graph is not deemed filed with the Securities and Exchange Commission (“SEC”) and shall not be deemed incorporated by reference into any of our prior or future filings made with the SEC.
For a description of limitations on the payment of our dividends, see the “ Management’s Discussion and Analysis of Financial Condition and Results of Operations - Dividends ” section. 32 Table of Contents Stock Performance Graph The Stock Performance Graph is not deemed filed with the Securities and Exchange Commission (“SEC”) and shall not be deemed incorporated by reference into any of our prior or future filings made with the SEC.
The following Stock Performance Graph compares the cumulative total stockholder return of our common stock against the cumulative total returns of the Standard & Poor’s Rating Services (“S&P”) Midcap 400 index and the S&P Hotels, Resorts & Cruise Lines index for the period from December 31, 2019, to December 31, 2024.
The following Stock Performance Graph compares the cumulative total stockholder return of our common stock against the cumulative total returns of the Standard & Poor’s Rating Services (“S&P”) Midcap 400 index and the S&P Hotels, Resorts & Cruise Lines index for the period from December 31, 2020, to December 31, 2025.
The graph assumes that $100 was invested on December 31, 2019, and all dividends and other distributions were reinvested.
The graph assumes that $100 was invested on December 31, 2020, and all dividends and other distributions were reinvested.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Price of Common Stock Our common stock is listed on the New York Stock Exchange under the symbol TNL. As of January 31, 2025, the number of stockholders of record was 4,006.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Price of Common Stock Our common stock is listed on the New York Stock Exchange under the symbol TNL. As of January 31, 2026, the number of stockholders of record was 3,796.
The Board has since increased the capacity of the Share Repurchase Program 10 times, most recently in May 2024, by $500 million, bringing the total authorization under the current program to $7.0 billion.
The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The Board has since increased the capacity of the Share Repurchase Program 10 times, most recently in May 2024, by $500 million, bringing the total authorization under the current program to $7.0 billion.
Under the Share Repurchase Program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time.
On August 20, 2007, our Board of Directors (“Board”) authorized the repurchase of our common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act.
Cumulative Total Return Fiscal year ending December 31: 2019 2020 2021 2022 2023 2024 Travel + Leisure Co. $ 100.00 $ 90.95 $ 114.56 $ 78.28 $ 87.95 $ 118.50 S&P Midcap 400 $ 100.00 $ 113.66 $ 141.80 $ 123.28 $ 143.54 $ 163.54 S&P Hotels, Resorts & Cruise Lines $ 100.00 $ 74.12 $ 88.83 $ 67.29 $ 111.92 $ 147.93 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Cumulative Total Return Fiscal year ended December 31: 2020 2021 2022 2023 2024 2025 Travel + Leisure Co. $ 100.00 $ 125.96 $ 86.07 $ 96.70 $ 130.29 $ 189.60 S&P Midcap 400 $ 100.00 $ 124.76 $ 108.47 $ 126.29 $ 143.89 $ 154.68 S&P 500 Hotels, Resorts & Cruise Lines $ 100.00 $ 119.84 $ 90.79 $ 150.99 $ 199.57 $ 226.60 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Removed
(b) Proceeds received from stock option exercises increase repurchase capacity under the plan. On August 20, 2007, our Board of Directors (“Board”) authorized the repurchase of our common stock (the “Share Repurchase Program”).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeExcluding the impacts of foreign currency, the increase in expenses was primarily the result of: • $64 million increase in sales and commission expenses at the Vacation Ownership segment due to higher Gross VOI sales, net of Fee-for-Service sales; • $43 million increase in marketing costs primarily due to an increase at our Vacation Ownership business in support of increased tour flow and new owner mix, partially offset by cost savings at the Travel and Membership segment; • $29 million increase in property management expenses due to higher reimbursable resort operating costs and expenses; • $24 million increase in consumer financing interest expense primarily due to a higher average non-recourse debt balance and increased weighted average coupon rate; and a • $21 million increase in general and administrative expenses driven by variable compensation and other employee related costs.
Biggest changeExcluding the impacts of foreign currency, the increase in expenses was primarily the result of: • $182 million increase in cost of VOIs driven by $216 million of inventory write-downs and impairments related to the resort optimization initiative at the Vacation Ownership segment (see Note 25— Restructuring for additional information), partially offset by a $34 million decrease in the cost of VOIs sold due to variations in inventory sourcing; • $46 million increase in sales and commission expenses at the Vacation Ownership segment due to higher Gross VOI sales, net of Fee-for-Service sales; • $41 million increase in property management expenses due to higher reimbursable resort operating costs and expenses; • $35 million increase in marketing costs primarily due to an increase at our Vacation Ownership business in support of increased tour flow and sales volume, partially offset by cost savings at the Travel and Membership segment; • $23 million increase in General and administrative expenses driven by $17 million higher stock-based compensation expense, $9 million higher advertising costs, and $8 million higher employee-related costs; partially offset by the prior year reversal of a $12 million receivable representing Wyndham Hotels’ one-third portion of an expired guarantee associated with the sale of the European vacation rentals business; • $9 million increase in depreciation and amortization; • $7 million increase in cost of sales at the Travel and Membership segment due to increased Travel Clubs transactions and a heavier weighting of rentals; • $7 million increase in Asset impairments, net driven by $8 million of asset impairments at the Vacation Ownership segment resulting from the resort optimization initiative; and a • $5 million increase in sales and commission expense for VOI Fee-for-Service sales due to increased volume.
Estimated net contract consideration payable by affiliated clubs for memberships is recognized as revenue over the term of the contract with the affiliated club in proportion to the estimated average monthly member count. Such estimates are adjusted periodically for changes in the actual and forecasted member activity.
Estimated net contract consideration payable by affiliated clubs for memberships is recognized as revenue over the term of the contract with the affiliated club in proportion to the estimated average monthly member count. Such estimates are adjusted periodically for changes in actual and forecasted member activity.
Within our Vacation Ownership segment, we measure operating performance using the following key operating statistics: (i) gross VOI sales including sales under our Fee-for-Service program before the effect of loan loss provisions, (ii) tours, which represents the number of tours taken by guests in our efforts to sell VOIs, and (iii) volume per guest, which measures the efficiency of this business’ efforts in generating sales from tours, is calculated by dividing the gross VOI sales (excluding telesales and virtual sales) by the number of tours.
Within our Vacation Ownership segment, we measure operating performance using the following key operating statistics: (i) gross VOI sales, which represents total sales of VOIs, including sales under our Fee-for-Service program before the effect of loan loss provisions, (ii) tours, which represents the number of tours taken by guests in our efforts to sell VOIs, and (iii) volume per guest, which measures the efficiency of this business’ efforts in generating sales from tours, is calculated by dividing the gross VOI sales (excluding telesales and virtual sales) by the number of tours.
The reportable segments presented below are those for which discrete financial information is available and which are utilized on a regular basis by the chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segments, we also consider the nature of services provided by the operating segments.
The reportable segments presented below are those for which discrete financial information is available and which are utilized on a regular basis by the chief operating decision maker (“CODM”) to assess performance and to allocate resources. In identifying our reportable segments, we also consider the nature of services provided by the operating segments.
The initial terms of the property management agreements are generally between three to five years; however, the vast majority of the agreements provide a mechanism for an automatic one year renewal upon expiration of the terms.
The initial terms of such property management agreements are generally between three to five years; however, the vast majority of the agreements provide a mechanism for an automatic one year renewal upon expiration of the terms.
Changes in our estimates of uncollectible amounts could result in a material impact to our allowance for loan losses. A one percent change in projected losses would increase our allowance for loan losses by approximately $6 million. See Note 9— Vacation Ownership Contract Receivables to the Consolidated Financial Statements for additional details of our allowance for loan losses. Inventory .
Changes in our estimates of uncollectible amounts could result in a material impact to our allowance for loan losses. A one percent change in projected losses would increase our allowance for loan losses by approximately $7 million. See Note 9— Vacation Ownership Contract Receivables to the Consolidated Financial Statements for additional details of our allowance for loan losses. Inventory .
The impact of any changes in estimates under the relative sales value method is recorded in Cost of vacation ownership interests on the Consolidated Statements of Income in order to retrospectively adjust the margin previously recorded subject to those estimates. There were no changes in these assumptions during 2024. Impairment of Long-Lived Assets.
The impact of any changes in estimates under the relative sales value method is recorded in Cost of vacation ownership interests on the Consolidated Statements of Income in order to retrospectively adjust the margin previously recorded subject to those estimates. There were no changes in these assumptions during 2025. Impairment of Long-Lived Assets.
If current or expected future conditions differ from the conditions in effect when the historical experience was generated, we adjust the allowance for loan losses to reflect the expected effects of the current environment on the collectability of our VOCRs. There were no changes to the assumptions used in this model in 2024.
If current or expected future conditions differ from the conditions in effect when the historical experience was generated, we adjust the allowance for loan losses to reflect the expected effects of the current environment on the collectability of our VOCRs. There were no changes to the assumptions used in this model in 2025.
These charges consisted of (i) $10 million of personnel-related costs at the Travel and Membership segment, (ii) $3 million of personnel-related costs at our corporate operations, and (iii) $2 million of personnel-related costs at the Vacation Ownership segment. All material initiative and related expenses have been incurred as of December 31, 2024.
These charges consisted of (i) $10 million of personnel-related costs at the Travel and Membership segment, (ii) $3 million of personnel-related costs at our corporate operations, and (iii) $2 million of personnel-related costs at the Vacation Ownership segment. All material initiative and related expenses have been incurred as of December 31, 2025.
As of December 31, 2024 and 2023, we had no recognized liabilities in connection with these guarantees. We generally utilize letters of credit to support the securitization of VOCR fundings, certain insurance policies, and development activities in our Vacation Ownership business.
As of December 31, 2025 and 2024, we had no recognized liabilities in connection with these guarantees. We generally utilize letters of credit to support the securitization of VOCR fundings, certain insurance policies, and development activities in our Vacation Ownership business.
Further, we make assumptions within certain valuation techniques including discount rates and timing of future cash flows. Valuations are performed by management or independent valuation specialists under management’s supervision, where appropriate. We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable 48 Table of Contents assumptions that marketplace participants would use.
Further, we make assumptions within certain valuation techniques including discount rates and timing of future cash flows. Valuations are performed by management or independent valuation specialists under management’s supervision, where appropriate. We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use.
There is no assurance that a payment of a dividend or a dividend at current levels will occur in the future. Foreign Earnings We assert that substantially all undistributed foreign earnings will be reinvested indefinitely as of December 31, 2024.
There is no assurance that a payment of a dividend or a dividend at current levels will occur in the future. Foreign Earnings We assert that substantially all undistributed foreign earnings will be reinvested indefinitely as of December 31, 2025.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS AND OVERVIEW We are a global provider of hospitality services and travel products and operate our business in the following two segments: • Vacation Ownership — develops, markets, and sells vacation ownership interests (“VOIs”) to individual consumers, provides consumer financing in connection with the sale of VOIs, and provides property management services at resorts.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS AND OVERVIEW We are a global provider of hospitality services and travel products with the following two reportable segments: • Vacation Ownership — develops, markets, and sells vacation ownership interests (“VOIs”) to individual consumers, provides consumer financing in connection with the sale of VOIs, and provides property management services at resorts.
As of December 31, 2024, the Board has increased the capacity of the program 10 times, most recently in May 2024 by $500 million, bringing the total authorization under the current program to $7.0 billion. Proceeds received from stock option exercises have increased the repurchase capacity by $87 million since the inception of this program.
As of December 31, 2025, the Board has increased the capacity of the program 10 times, most recently in May 2024 by $500 million, bringing the total authorization under the current program to $7.0 billion. Proceeds received from stock option exercises have increased the repurchase capacity by $111 million since the inception of this program.
Our ability to sell securities backed by our VOCRs depends on the continued ability and willingness of capital market participants to invest in such securities. 43 Table of Contents Each of our non-recourse securitized term notes and the bank conduit facilities contain various triggers relating to the performance of the applicable loan pools.
Our ability to sell securities backed by our VOCRs depends on the continued ability and willingness of capital market participants to invest in such securities. Each of our non-recourse securitized term notes and the bank conduit facilities contain various triggers relating to the performance of the applicable loan pools.
As of December 31, 2024, our maximum obligation under these severance plans was $204 million. Refer to the Proxy Statement for our 2025 Annual Meeting of Shareholders under the captions “Compensation of Directors,” “Executive Compensation” and “Committees of the Board” for additional details regarding executive compensation.
As of December 31, 2025, our maximum obligation under these severance plans was $227 million. Refer to the Proxy Statement for our 2025 Annual Meeting of Shareholders under the captions “Compensation of Directors,” “Executive Compensation” and “Committees of the Board” for additional details regarding executive compensation.
The estimates used to calculate the fair value of other indefinite-lived intangible assets change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and the other indefinite-lived intangible assets impairment. There were no changes in the assumptions used in this analysis in 2024.
The estimates used to calculate the fair value of other indefinite-lived intangible assets change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and the other indefinite-lived intangible assets impairment. There were no changes in the methodology used in this analysis in 2025.
For additional details regarding our credit facilities, term loan B facilities, and non-recourse debt see Note 15— Debt to the Consolidated Financial Statements. Material Cash Requirements The following table summarizes material future contractual obligations of our continuing operations (in millions).
For additional details regarding our credit facilities, term loan B facility, and non-recourse debt see Note 15— Debt to the Consolidated Financial Statements. 45 Table of Contents Material Cash Requirements The following table summarizes material future contractual obligations of our continuing operations (in millions).
We also utilize surety bonds in our Vacation Ownership business for sales and development transactions in order to meet regulatory requirements of certain states. In the ordinary course of our business, we have assembled commitments from 13 surety providers in the amount of $2.38 billion, of which we had $550 million outstanding as of December 31, 2024.
We also utilize surety bonds in our Vacation Ownership business for sales and development transactions in order to meet regulatory requirements of certain states. In the ordinary course of our business, we have assembled commitments from 13 surety providers in the amount of $2.38 billion, of which we had $542 million outstanding as of December 31, 2025.
As part of the Fee-for-Service program, we may guarantee to reimburse the developer or to purchase inventory from the developer, for a percentage of the original sale price if certain future conditions exist. As of December 31, 2024, the maximum potential future payments that we may be required to make under these guarantees is $55 million.
As part of the Fee-for-Service program, we may guarantee to reimburse the developer or to purchase inventory from the developer, for a percentage of the original sale price if certain future conditions exist. As of December 31, 2025, the maximum potential future payments that we may be required to make under these guarantees is $59 million.
Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. 36 Table of Contents OPERATING STATISTICS The table below presents our operating statistics for the years ended December 31, 2024 and 2023. These operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses.
Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. 37 Table of Contents OPERATING STATISTICS The table below presents our operating statistics for the years ended December 31, 2025 and 2024. These operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses.
Cash and Cash Equivalents As of December 31, 2024, we had $167 million of Cash and cash equivalents, which includes highly-liquid investments with an original maturity of three months or less. $1.0 Billion Revolving Credit Facility We generally utilize our revolving credit facility to finance our short-term to medium-term business operations, as needed.
Cash and Cash Equivalents As of December 31, 2025, we had $253 million of Cash and cash equivalents, which includes highly-liquid investments with an original maturity of three months or less. $1.0 Billion Revolving Credit Facility We generally utilize our revolving credit facility to finance our short-term to medium-term business operations, as needed.
The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors, including capital allocation priorities. Repurchases may be conducted in the open market or in privately negotiated transactions.
The amount and timing of specific repurchases are subject to market 48 Table of Contents conditions, applicable legal requirements and other factors, including capital allocation priorities. Repurchases may be conducted in the open market or in privately negotiated transactions.
For a comparative review of our consolidated results of operations and those of our reportable segments for the fiscal years ended December 31, 2023 and 2022, refer to Part II, Item 7 of our Annual Report on Form 10-K filed with the SEC on February 21, 2024.
For a comparative review of our consolidated results of operations and those of our reportable segments for the fiscal years ended December 31, 2024 and 2023, refer to Part II, Item 7 of our Annual Report on Form 10-K filed with the SEC on February 19, 2025.
For a comparative review of the fiscal years ended December 31, 2023 and 2022, refer to the Cash Flows section in Part II, Item 7 of our Annual Report on Form 10-K filed with the SEC on February 21, 2024.
For a comparative review of the fiscal years ended December 31, 2024 and 2023, refer to the Cash Flows section in Part II, Item 7 of our Annual Report on Form 10-K filed with the SEC on February 19, 2025.
We refer to this as Just-in-Time. The partner may invest in new ground-up development projects or purchase from us, for cash, existing in-process inventory which currently resides on our Consolidated Balance Sheets. The partner will complete the development of the project and we may purchase finished inventory at a future date as needed or as obligated under the agreement.
The partner may invest in new ground-up development projects or purchase from us, for cash, existing in-process inventory which currently resides on our Consolidated Balance Sheets. The partner will complete the development of the project and we may purchase finished inventory at a future date as needed or as obligated under the agreement.
We define Adjusted EBITDA 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.
As a result, we now define Adjusted EBITDA 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.
Our net cash from operations 42 Table of Contents and cash and cash equivalents are key sources of liquidity along with our revolving credit facility, bank conduit facilities, and continued access to debt markets.
Our net cash from operations and cash and cash equivalents are key sources of liquidity along with our revolving credit facility, bank conduit facilities, and continued access to debt markets.
We closed on securitization financings of $1.05 billion, $1.09 billion, and $800 million during 2024, 2023, and 2022. These transactions positively impacted our liquidity and reinforce our expectation that we will maintain adequate liquidity for the next year and beyond.
We closed on securitization financings of $950 million, $1.05 billion, and $1.09 billion during 2025, 2024, and 2023. These transactions positively impacted our liquidity and reinforce our expectation that we will maintain adequate liquidity for the next year and beyond.
As of December 31, 2024, all of our securitized loan pools were in compliance with applicable contractual triggers.
As of December 31, 2025, all of our securitized loan pools were in compliance with applicable contractual triggers.
A change in these assumptions may increase or decrease our valuation allowance resulting in an increase or decrease in our effective tax rate, which could materially impact our results of operations.
A change in these assumptions may increase or decrease our 50 Table of Contents valuation allowance resulting in an increase or decrease in our effective tax rate, which could materially impact our results of operations.
We reduce our management fees revenue for amounts paid to the property owners’ association that reflect maintenance fees for VOIs for which we retain ownership, as we 34 Table of Contents have concluded that such payments are consideration payable to a customer.
We reduce our management fees revenue for amounts paid to the property owners’ association that reflect maintenance fees for VOIs for which we retain ownership, as we have concluded that such payments are consideration payable to a customer.
Additionally, should we be required to fund the deficit through the payment of any owners’ assessments under these guarantees, we would be permitted to use that property to engage in revenue-producing activities such as rentals. During 2024, 2023, and 2022, we made payments related to these guarantees of $13 million, $12 million, and $12 million.
Additionally, should we be required to fund the deficit through the payment of any owners’ assessments under these commitments, we would be permitted to use 46 Table of Contents that property to engage in revenue-producing activities such as rentals. During 2025, 2024, and 2023, we made payments related to these commitments of $12 million, $13 million, and $12 million.
Our first lien leverage ratio determines the interest rate spread on revolver borrowings and fees associated with letters of credit, which subjects them to fluctuation. As of December 31, 2024, our interest coverage ratio was 4.40 to 1.0 and our first lien leverage ratio was 3.32 to 1.0.
Our first lien leverage ratio determines the interest rate spread on revolver borrowings and fees associated with letters of credit, which subjects them to fluctuation. As of December 31, 2025, our interest coverage ratio was 4.92 to 1.0 and our first lien leverage ratio was 3.06 to 1.0.
Adjusted EBITDA also excludes stock-based compensation costs, separation and restructuring costs, legacy items, transaction and integration costs associated with mergers, 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.
Adjusted EBITDA also excludes stock-based compensation costs, separation and restructuring costs, legacy items, transaction and integration costs associated with mergers, acquisitions, and divestitures, asset impairments/recoveries and inventory write-downs associated with the Company’s resort optimization initiative, gains and losses on sale/disposition of business, and items that meet the conditions of unusual and/or infrequent.
Fee-for-Service commission revenues were $71 million and $131 million for the years ended December 31, 2024 and 2023. These commissions are reported within Service and membership fees on the Consolidated Statements of Income. 37 Table of Contents THE YEAR ENDED DECEMBER 31, 2024 VS.
Fee-for-Service commission revenues were $78 million and $71 million for the years ended December 31, 2025 and 2024. These commissions are reported within Service and membership fees on the Consolidated Statements of Income. 38 Table of Contents THE YEAR ENDED DECEMBER 31, 2025 VS.
Our Vacation Ownership business is benefited by the fact that the majority of our owners do not have loans and are therefore less dependent on economic conditions when making travel decisions, which provides opportunities for upgrade sales.
Although consumer sentiment progressively declined throughout 2025, our Vacation Ownership business is benefited by the fact that the majority of our owners do not have loans and are therefore less dependent on economic conditions when making travel decisions, which provides opportunities for upgrade sales.
We believe that our USD bank conduit facility and our AUD/NZD bank conduit facility, amounting to a combined capacity of $738 million ($361 million available as of December 31, 2024), along with our ability to issue term asset-backed securities, provide sufficient liquidity to finance the sale of VOIs beyond the next year.
We believe that our USD bank conduit facility and our AUD/NZD bank conduit facility, with a term through December 2026, amounting to a combined capacity of $748 million ($314 million available as of December 31, 2025), along with our ability to issue term asset-backed securities, provide sufficient liquidity to finance the sale of VOIs beyond the next year.
While we continue to benefit from the changes we made to our marketing criteria to strengthen sales efficiencies and improve the performance of our vacation ownership contract receivables (“VOCR”) portfolio, similar to a number of other companies, we are experiencing some pressure on our loan portfolio primarily due to an increase in delinquencies.
While we continue to benefit from the changes we made to our marketing criteria to strengthen sales efficiencies and improve the performance of our vacation ownership contract receivables (“VOCR”) portfolio, similar to a number of other companies, we are experiencing some pressure on our loan portfolio primarily due to delinquencies remaining elevated over historical levels.
Gain on disposal of discontinued business, net of income taxes increased $28 million during 2024 compared with 2023 driven by the release of expired guarantees of $32 million, net of tax in 2024, related to the sale of the European vacation rentals business.
Gain on disposal of discontinued business, net of income taxes decreased $33 million during 2025 compared with 2024 driven by the release of expired guarantees of $32 million, net of tax in 2024, related to the sale of the European vacation rentals business.
As of December 31, 2024 and 2023, we maintained a liability in connection with these guarantees of $17 million and $21 million included within Accrued expenses and other liabilities on the Consolidated Balance Sheets.
As of December 31, 2025 and 2024, we maintained a liability in connection with these commitments of $29 million and $17 million included within Accrued expenses and other liabilities on the Consolidated Balance Sheets.
We believe these anticipated sources of liquidity are sufficient to meet our expected ongoing short-term and long-term cash needs, including the repayment of our $350 million notes due in October 2025. Our discussion below highlights these sources of liquidity and how they have been utilized to support our cash needs.
We believe these anticipated sources of liquidity are sufficient to meet our expected ongoing short-term and long-term cash needs, including the repayment of our $650 million notes due in July 2026. Our discussion below highlights these sources of liquidity and how they are utilized to support our cash needs.
(i) The following table provides a reconciliation of Vacation ownership interest sales, net to Gross VOI sales (in millions): Year Ended December 31, 2024 2023 Vacation ownership interest sales, net $ 1,721 $ 1,582 Loan loss provision 432 348 Gross VOI sales, net of Fee-for-Service sales 2,153 1,930 Fee-for-Service sales (1) 140 219 Gross VOI sales $ 2,293 $ 2,149 (1) Represents total sales of VOIs through our Fee-for-Service programs where inventory is sold through our sales and marketing channels for a commission.
(i) The following table provides a reconciliation of Vacation ownership interest sales, net to Gross VOI sales (in millions): Year Ended December 31, 2025 2024 Vacation ownership interest sales, net $ 1,847 $ 1,721 Loan loss provision 484 432 Gross VOI sales, net of Fee-for-Service sales 2,331 2,153 Fee-for-Service sales (1) 155 140 Gross VOI sales $ 2,486 $ 2,293 (1) Represents total sales of VOIs through our Fee-for-Service programs where inventory is sold through our sales and marketing channels for a commission.
These actions were primarily focused on enhancing organizational efficiency and rationalizing operations. These charges included personnel-related costs resulting from a reduction of approximately 250 employees and other expenses. As part of this restructuring plan, we also decided to decrease our facilities by closing our owned office in Indianapolis, Indiana, and exiting other leased locations.
These charges included personnel-related costs resulting from a reduction of approximately 250 employees and other expenses. As part of this restructuring plan, we also decided to decrease our facilities by closing our owned office in Indianapolis, Indiana, and exiting other leased locations.
Such underlying agreements are typically entered into by one of our subsidiaries. The various underlying agreements generally govern purchases, sales or outsourcing of products or services, leases of real estate, licensing of software and/or development of vacation ownership properties, customer data safeguards, access to credit facilities, derivatives, and issuances of debt securities.
The various underlying agreements generally govern purchases, sales or outsourcing of products or services, leases of real estate, licensing of software and/or development of vacation ownership properties, customer data safeguards, access to credit facilities, derivatives, and issuances of debt securities.
The facility expires in October 2026 and had $803 million of available capacity as of December 31, 2024. The revolving credit facility and term loan B facilities are subject to covenants including the maintenance of specific financial ratios as defined in the credit agreement.
The facility had $893 million of available capacity as of December 31, 2025. The revolving credit facility and term loan B facility are subject to covenants including the maintenance of specific financial ratios as defined in the credit agreement.
As of December 31, 2024, we had $45 million of irrevocable standby letters of credit outstanding, $1 million of which were under our revolving credit facility. As of December 31, 2023, we had $47 million of irrevocable standby letters of credit outstanding, $2 million of which were under our revolving credit facility.
As of December 31, 2025, we had $81 million of irrevocable standby letters of credit outstanding, $44 million of which were under our revolving credit facility. As of December 31, 2024, we had $45 million of irrevocable standby letters of credit outstanding, $1 million of which were under our revolving credit facility.
Within our Travel and Membership segment, we measure operating performance using the following key operating statistics: (i) average number of exchange members, which represents paid members in our vacation exchange programs who are considered to be in good standing; (ii) transactions, which represents the number of exchanges and travel bookings recognized as revenue during the period, net of cancellations; and (iii) revenue per transaction, which represents transaction revenue divided by transactions.
Total contract consideration is estimated and recognized on a straight-line basis over the contract term. 36 Table of Contents Within our Travel and Membership segment, we measure operating performance using the following key operating statistics: (i) average number of exchange members, which represents paid members in our vacation exchange programs who are considered to be in good standing; (ii) transactions, which represents the number of exchanges and travel bookings recognized as revenue during the period, net of cancellations; and (iii) revenue per transaction, which represents transaction revenue divided by transactions.
As a result of these items, Net income attributable to Travel + Leisure Co. shareholders increased $15 million in 2024 as compared with 2023.
As a result of these items, Net income attributable to Travel + Leisure Co. shareholders decreased $181 million in 2025 as compared with 2024.
Refer to “The Year Ended December 31, 2024 vs. The Year Ended December 31, 2023” section for a discussion of how these operating statistics affected our business for the periods presented.
Refer to “The Year Ended December 31, 2025 vs. The Year Ended December 31, 2024” for a discussion on how these operating statistics affected our business for the periods presented.
Year Ended December 31, 2024 2023 % Change (h) Vacation Ownership (a) Gross VOI sales (in millions) (b) (i) $ 2,293 $ 2,149 6.7 Tours (in 000s) (c) 716 663 8.0 Volume per guest (d) $ 3,094 $ 3,128 (1.1) Travel and Membership (a) Transactions (in 000s) (e) Exchange 889 959 (7.2) Travel Club 673 679 (1.0) Total transactions 1,562 1,638 (4.6) Revenue per transaction (f) Exchange $ 360 $ 357 0.8 Travel Club $ 247 $ 230 7.5 Total revenue per transaction $ 312 $ 305 2.3 Average number of exchange members (in 000s) (g) 3,427 3,515 (2.5) (a) Includes the impact of acquisitions from the acquisition dates forward.
Year Ended December 31, 2025 2024 % Change (h) Vacation Ownership (a) Gross VOI sales (in millions) (b) (i) $ 2,486 $ 2,293 8.4 Tours (in 000s) (c) 734 716 2.5 Volume per guest (d) $ 3,284 $ 3,094 6.1 Travel and Membership Transactions (in 000s) (e) Exchange 810 889 (9.0) Travel Club 765 673 13.8 Total transactions 1,575 1,562 0.8 Revenue per transaction (f) Exchange $ 360 $ 360 (0.2) Travel Club $ 225 $ 247 (9.1) Total revenue per transaction $ 294 $ 312 (5.6) Average number of exchange members (in 000s) (g) 3,328 3,427 (2.9) (a) Includes the impact of acquisitions from the acquisition dates forward.
In addition to the amounts shown in the table above and in connection with our separation from ABG, we entered into certain guarantee commitments with ABG (pursuant to our assumption of certain liabilities and our obligation to indemnify ABG, Anywhere Real Estate Inc., and Travelport for such liabilities) and guarantee commitments related to deferred compensation arrangements with ABG and Anywhere Real Estate Inc.
In addition to the amounts shown in the table above and in connection with our separation from our former parent ABG, formerly Cendant Corporation, we entered into certain guarantee commitments with ABG (pursuant to our assumption of certain liabilities and our obligation to indemnify ABG, Anywhere Real Estate Inc.
This increase was unfavorably impacted by foreign currency of $3 million (0.1%).
This increase was unfavorably impacted by foreign currency of $5 million.
We would only be required to pay this maximum amount if none of the assessed owners paid their assessments. Any assessments collected from the owners of the VOIs would reduce the maximum potential amount of future payments we would be required to make.
Any assessments collected from the owners of the VOIs would reduce the maximum potential amount of future payments we would be required to make.
We had $441 million of remaining availability in our program as of December 31, 2024. Under our current share repurchase program, we repurchased 5.2 million shares at an average price of $45.73 for a cost of $235 million during the year ended December 31, 2024.
We had $165 million of remaining availability in our program as of December 31, 2025. Under our current share repurchase program, we repurchased 5.4 million shares at an average price of $55.52 for a cost of $300 million during the year ended December 31, 2025.
DISCONTINUED OPERATIONS During 2024, 2023, and 2022, we recognized $33 million, $5 million, and $1 million within Gain on disposal of discontinued business, net of income taxes on the Consolidated Statements of Income.
DISCONTINUED OPERATIONS During 2024 and 2023, we recognized gains of $33 million and $5 million within Gain on disposal of discontinued business, net of income taxes on the Consolidated Statements of Income. During 2024, we had $1 million of Net cash provided by investing activities from discontinued operations on the Consolidated Statements of Cash Flows.
The tables below present our segment information (see Note 23— Segment Information to the Consolidated Financial Statements for a breakout of significant expenses related to our reportable segments), followed by a discussion of each segment’s 2024 results compared to 2023 (in millions): Year Ended December 31, Net revenues 2024 2023 Vacation Ownership $ 3,171 $ 3,041 Travel and Membership 695 711 Total reportable segments 3,866 3,752 Corporate and other (a) (2) (2) Total Company $ 3,864 $ 3,750 Year Ended December 31, Reconciliation of Net income to Adjusted EBITDA 2024 2023 Net income attributable to Travel + Leisure Co. shareholders $ 411 $ 396 Gain on disposal of discontinued business, net of income taxes (33) (5) Interest expense 249 251 Interest (income) (14) (13) Provision for income taxes 135 94 Depreciation and amortization 115 112 Stock-based compensation 40 36 Restructuring (b) 16 26 Legacy items 11 8 Asset impairments, net (c) 3 1 Acquisition and divestiture related costs 2 — Integration costs 1 — Loss on sale of business — 2 Fair value change in contingent consideration (7) — Adjusted EBITDA $ 929 $ 908 Year Ended December 31, Adjusted EBITDA 2024 2023 Vacation Ownership $ 764 $ 729 Travel and Membership 251 247 Total reportable segments 1,015 976 Corporate and other (a) (86) (68) Total Company $ 929 $ 908 (a) Includes the elimination of transactions between segments. 39 Table of Contents (b) Includes $1 million of stock-based compensation expense during 2024 associated with the 2022 restructuring plan and $2 million of stock-based compensation expense during 2023 associated with the 2023 restructuring plan.
The tables below present our reportable segment information (see Note 23— Segment Information to the Consolidated Financial Statements for a breakout of significant expenses related to our reportable segments), followed by a discussion of each segment’s 2025 results compared to 2024 (in millions): Year Ended December 31, Net revenues 2025 2024 Vacation Ownership $ 3,361 $ 3,171 Travel and Membership 662 695 Total reportable segments 4,023 3,866 Corporate and other (a) (2) (2) Total Company $ 4,021 $ 3,864 Year Ended December 31, Reconciliation of Net income to Adjusted EBITDA 2025 2024 Net income attributable to Travel + Leisure Co. shareholders $ 230 $ 411 Gain on disposal of discontinued business, net of income taxes — (33) Interest expense 232 249 Interest (income) (9) (14) Provision for income taxes 107 135 Depreciation and amortization 124 115 Inventory write-downs and asset impairments, net (b) 226 3 Stock-based compensation 57 40 Restructuring (c) 19 16 Other (d) 3 — Acquisition and divestiture related costs 1 2 Legacy items — 11 Integration costs — 1 Fair value change in contingent consideration — (7) Adjusted EBITDA $ 990 $ 929 40 Table of Contents Year Ended December 31, Adjusted EBITDA 2025 2024 Vacation Ownership $ 861 $ 764 Travel and Membership 228 251 Total reportable segments 1,089 1,015 Corporate and other (a) (99) (86) Total Company $ 990 $ 929 (a) Includes the elimination of transactions between segments.
The financial ratio covenants consist of a minimum interest coverage ratio of no less than 2.50 to 1.0 as of the measurement date and a maximum first lien leverage ratio not to exceed 4.25 to 1.0 as of the measurement date.
The financial ratio covenants consist of a minimum interest coverage ratio, which the Seventh Amendment reduced to 2.00 to 1.0 (previously 2.50 to 1.0) as of the measurement date and a maximum first lien leverage ratio of 4.25 to 1.0 as of the measurement date.
Year Ended December 31, Cash provided by/(used in): 2024 2023 Change Operating activities $ 464 $ 350 $ 114 Investing activities Continuing operations (125) (80) (45) Discontinued operations 1 — 1 Financing activities (458) (500) 42 Effect of changes in exchange rates on cash, cash equivalents and restricted cash (11) — (11) Net change in cash, cash equivalents and restricted cash $ (129) $ (230) $ 101 Operating Activities Net cash provided by operating activities increased $114 million for the year ended December 31, 2024 compared to the prior year.
Year Ended December 31, Cash provided by/(used in): 2025 2024 Change Operating activities $ 640 $ 464 $ 176 Investing activities Continuing operations (107) (125) 18 Discontinued operations — 1 (1) Financing activities (443) (458) 15 Effect of changes in exchange rates on cash, cash equivalents and restricted cash 7 (11) 18 Net change in cash, cash equivalents and restricted cash $ 97 $ (129) $ 226 Operating Activities Net cash provided by operating activities increased $176 million for the year ended December 31, 2025 compared to the prior year.
RESTRUCTURING PLANS 2024 Restructuring Plan During 2024, we incurred $15 million of restructuring charges associated with the 2024 restructuring plan. These charges included personnel-related costs resulting from a reduction of approximately 300 employees and other expenses.
The remaining 2025 restructuring liability of $12 million is expected to be paid by the end of 2027. 2024 Restructuring Plan During 2024, we incurred $15 million of restructuring charges associated with the 2024 restructuring plan. These charges included personnel-related costs resulting from a reduction of approximately 300 employees and other expenses.
See Note 19— Commitments and Contingencies to the Consolidated Financial Statements for a description of claims and legal actions arising in the ordinary course of our business along with our guarantees and indemnifications and Note 27— Transactions with Former Parent and Former Subsidiaries to the Consolidated Financial Statements for a description of our obligations regarding ABG contingent litigation, matters related to Wyndham Hotels, and matters related to the vacation rentals businesses. 47 Table of Contents CRITICAL ACCOUNTING ESTIMATES In presenting our financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the amounts reported therein.
See Note 19— Commitments and Contingencies to the Consolidated Financial Statements for a description of claims and legal actions arising in the ordinary course of our business along with our guarantees and indemnifications and Note 26— Transactions with Former Parent and Former Subsidiaries to the Consolidated Financial Statements for a description of our obligations regarding ABG contingent litigation, matters related to Wyndham Hotels, and matters related to the vacation rentals businesses.
This increase in revenues was partially offset by • $14 million of decreased revenues at our Travel and Membership segment primarily due to a decrease in transaction revenue driven by lower transactions and an increasing mix of exchange members with a club affiliation who have a lower transaction propensity, partially offset by higher revenue per transaction resulting from price increases.
This increase in revenues was partially offset by: • $33 million of decreased revenues at our Travel and Membership segment primarily driven by lower transaction revenue due to lower revenue per transaction resulting from a higher mix of Travel Club transactions, which generally produce lower revenue per transaction.
The advance payments received under the program are recognized as a contract liability until our performance obligations have been satisfied. The primary performance obligation for the program relates to brand performance services. Total contract consideration is estimated and recognized on a straight-line basis over the contract term.
The primary performance obligation for the program relates to brand performance services. Total contract consideration is estimated and recognized on a straight-line basis over the contract term.
All future declarations of quarterly cash dividends and increases to the capacity of our share repurchase program are subject to final approval by the Board of Directors (“Board”). During 2024, we spent $106 million on vacation ownership development projects (inventory). We believe that our Vacation Ownership business currently has adequate finished inventory to support vacation ownership sales for several years.
All future declarations of quarterly cash dividends and increases to the capacity of our share repurchase program are subject to review and approval by the Board of Directors (“Board”). During 2025, we spent $130 million on vacation ownership development projects (inventory).
Economic Conditions and Key Business Trends During 2024, our business saw strong demand for leisure travel which resulted in higher tours and Gross VOI sales at our Vacation Ownership business, as compared to the prior year.
Economic Conditions and Key Business Trends During 2025, our business saw continued demand for leisure travel which resulted in higher Gross VOI sales and Adjusted EBITDA growth at our Vacation Ownership business, as compared to the prior year. Tour flow increased year‑over‑year in the fourth quarter, as well as for the full year.
Any reference to a credit rating is not intended to be any guarantee or assurance of, nor should there be any undue reliance upon, any credit rating or change in credit rating, nor is any such reference intended as any inference concerning future performance, future liquidity or any future credit rating. 45 Table of Contents CASH FLOWS The following table summarizes the changes in cash, cash equivalents, and restricted cash between 2024 and 2023 (in millions).
Any reference to a credit rating is not intended to be any guarantee or assurance of, nor should there be any undue reliance upon, any credit rating or change in credit rating, nor is any such reference intended as any inference concerning future performance, future liquidity, or any future credit rating.
THE YEAR ENDED DECEMBER 31, 2023 Our consolidated results are as follows (in millions): Year Ended December 31, 2024 2023 Favorable/ (Unfavorable) Net revenues $ 3,864 $ 3,750 $ 114 Expenses 3,131 3,028 (103) Loss on sale of business — 2 2 Operating income 733 720 13 Interest expense 249 251 2 Interest (income) (14) (13) 1 Other (income), net (15) (3) 12 Income before income taxes 513 485 28 Provision for income taxes 135 94 (41) Net income from continuing operations 378 391 (13) Gain on disposal of discontinued business, net of income taxes 33 5 28 Net income attributable to Travel + Leisure Co. shareholders $ 411 $ 396 $ 15 Net revenues increased $114 million during 2024 compared with 2023.
THE YEAR ENDED DECEMBER 31, 2024 Our consolidated results are as follows (in millions): Year Ended December 31, 2025 2024 Favorable/ (Unfavorable) Net revenues $ 4,021 $ 3,864 $ 157 Expenses 3,468 3,131 (337) Operating income 553 733 (180) Interest expense 232 249 17 Other (income), net (7) (15) (8) Interest (income) (9) (14) (5) Income before income taxes 337 513 (176) Provision for income taxes 107 135 28 Net income from continuing operations 230 378 (148) Gain on disposal of discontinued business, net of income taxes — 33 (33) Net income attributable to Travel + Leisure Co. shareholders $ 230 $ 411 $ (181) Net revenues increased $157 million during 2025 compared with 2024.
Excluding the impacts of foreign currency, the increase in net revenues was primarily due to: • $131 million of increased revenues at our Vacation Ownership segment primarily due to an increase in net VOI sales as a result of increased tours, partially offset by a decrease in VPG due to a higher new owner transaction mix which generally produce lower VPGs; higher property management revenues resulting from higher property management fees and reimbursable revenues; and an increase in consumer financing revenues primarily due to a higher average portfolio balance; partially offset by a decrease in commission revenues due to lower volume of VOI Fee-for-Service sales as a result of fewer commitments.
Excluding the impacts of foreign currency, the increase in net revenues was primarily due to: • $195 million of increased revenues at our Vacation Ownership segment primarily due to an increase in net VOI sales as a result of an increase in VPG due to a higher owner transaction mix which generally produce higher VPGs and increased tours; higher property management revenues resulting from higher property management fees and reimbursable revenues; and an increase in other revenues due to higher co-branded credit card and VOI incentive revenues.
We plan to continue using these sources to finance certain VOCRs. On December 20, 2024, we renewed our AUD/NZD bank conduit facility, extending its term through December 2026.
We plan to continue using these sources to finance certain VOCRs. On April 17, 2025, we renewed our USD bank conduit facility, extending its term through August 2027.
Total deficit decreased $37 million from December 31, 2023 to December 31, 2024, primarily due to $411 million of Net income attributable to Travel + Leisure Co. shareholders and a $49 million increase in additional paid-in capital, primarily due to stock-based compensation; partially offset by $235 million of share repurchases and $144 million of dividends, and $42 million of unfavorable currency translation adjustments driven by fluctuations in exchange rates, primarily the Australian Dollar, Euro, and the British Pound Sterling.
Total deficit increased $102 million from December 31, 2024 to December 31, 2025, primarily due to $300 million of share repurchases and $152 million of dividends; partially offset by $230 million of Net income attributable to Travel + Leisure Co. shareholders, $57 million of stock-based compensation, $46 million of favorable currency translation adjustments driven by fluctuations in exchange rates, primarily the Australian dollar, British pound sterling, and the Euro, and $24 million of stock option exercises.
Travel and Membership Net revenues decreased $16 million and Adjusted EBITDA increased $4 million during 2024 compared with 2023. The net revenue decrease was unfavorably impacted by foreign currency of $2 million (0.3%) and the Adjusted EBITDA growth was not materially impacted by foreign currency.
Travel and Membership Net revenues decreased $33 million and Adjusted EBITDA decreased $23 million during 2025 compared with 2024. Net revenue was not materially impacted by foreign currency. Adjusted EBITDA was unfavorably impacted by foreign currency of $1 million.
As of December 31, 2024, based on the countries in which we do business that have enacted legislation effective January 1, 2024, the impact of these rules to our financial statements was not material.
As of December 31, 2025, based on the countries in which we do business that have enacted legislation effective January 1, 2025, the impact of these rules did increase our effective tax rate but overall the impact to our financial statements was not material. This may change as other countries enact similar legislation and further guidance is released.
The net revenue growth excluding the impact of foreign currency was primarily driven by: • $224 million increase in Gross VOI sales, net of Fee-for-Service sales, due to an 8.0% increase in tours, partially offset by a 1.1% decrease in VPG due to a higher new owner transaction mix (35% in the current year compared to 33% in the same period of 2023) which generally produce lower VPGs; • $32 million increase in property management revenues primarily due to higher management fees and reimbursable revenues; and a • $23 million increase in consumer financing revenues primarily due to a higher average portfolio balance.
The net revenue growth excluding the impact of foreign currency was primarily driven by: • $181 million increase in Gross VOI sales, net of Fee-for-Service sales, due to a 6.1% increase in VPG due to a higher owner upgrade transaction mix (67% in the current period compared to 64% in the same period of 2024) which generally produce higher VPGs along with higher average transaction prices, and a 2.5% increase in tours; • $35 million increase in property management revenues primarily due to higher management fees and reimbursable revenues; • $18 million increase in other revenues due to $9 million increase in co-branded credit card revenues and $8 million of higher VOI incentive revenues: • $6 million increase in commission revenues due to higher volume of VOI Fee-for-Service sales; and a • $5 million increase in consumer financing revenues primarily due to a higher average portfolio balance.
We are not able to estimate the maximum potential amount of future payments to be made under these guarantees and indemnifications as the triggering events are not predictable.
We are not able to estimate the maximum potential amount of future payments to be made under these guarantees and indemnifications as the triggering events are not predictable. In certain cases, we receive offsetting indemnifications from third-parties and/or maintain insurance coverage that may mitigate any potential payments.
These increases were partially offset by a $84 million increase in our provision for loan losses primarily due to higher Gross VOI sales, net of Fee-for-Service sales and a higher provision rate resulting from a slight elevation in delinquencies and defaults, and a $63 million decrease in commission revenues due to lower volume of VOI Fee-for-Service sales as a result of fewer commitments.
These increases were partially offset by a $52 million increase in our provision for loan losses primarily due to increased Gross VOI sales, net of Fee-for-Service sales and a higher provision rate associated with increased defaults.
See Note 5— Acquisitions to the Consolidated Financial Statements for additional details.
See Note 6— Discontinued Operations to the Consolidated Financial Statements for additional details of our discontinued operations.
These ratios do not include interest expense or indebtedness related to any qualified securitization financing (as defined in the credit agreement). As of December 31, 2024, we were in compliance with the financial covenants described above. Secured Notes and Term Loan B facilities We generally utilize borrowing via secured note issuances to meet our long-term financing needs.
As of December 31, 2025, we were in compliance with the financial covenants described above. 44 Table of Contents Secured Notes and Term Loan B facility We generally utilize borrowing via secured note and term loan B issuances to meet our long-term financing needs.
We believe that Adjusted EBITDA is a useful measure of performance for our segments which, when considered with GAAP measures, we believe gives a more complete understanding of our operating performance.
Integration costs represent certain non-recurring costs directly incurred to integrate mergers and/or acquisitions into the existing business. We believe that Adjusted EBITDA is a useful measure of performance for our segments which, when considered with GAAP measures, we believe gives a more complete understanding of our operating performance.
Financing Activities Net cash used in financing activities decreased $42 million during the year ended December 31, 2024. This decrease was primarily due to a $75 million decrease in share repurchases partially offset by a $41 million decrease in net proceeds on non-recourse debt. Capital Deployment We focus on deploying capital for the highest possible returns.
This decrease was primarily due to a $118 million increase in net proceeds from corporate debt, partially offset by a $70 million increase in net payments on non-recourse debt and $67 million increase in share repurchases. Capital Deployment We focus on deploying capital for the highest possible returns.
Transactions were impacted by an increasing mix of exchange members with a club affiliation who have a lower transaction propensity.
Revenue per transaction was impacted by a higher mix of Travel Club transactions, which generally produce lower revenue per transaction. Exchange transactions were impacted by an increasing mix of exchange members with a club affiliation who have a lower transaction propensity and a decrease in average member count.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA 100-basis point change in the underlying interest rates would have resulted in a $4 million increase or decrease in annual consumer financing interest expense and a $9 million increase or decrease in our annual debt interest expense.
Biggest changeA 100-basis point change in the underlying interest rates would have resulted in a $4 million increase or decrease in annual consumer financing interest expense and an $11 million increase or decrease in our annual debt interest expense. 51 Table of Contents The fair values of cash and cash equivalents, trade receivables, accounts payable, and accrued expenses and other current liabilities approximate carrying values due to the short-term nature of these assets and liabilities.
Our principal market exposures are interest rate and foreign currency rate risks. • Our primary interest rate exposures as of December 31, 2024, are to interest rate fluctuations in asset-backed commercial paper interest rates and Simple Secured Overnight Financing (“SOFR”) interest rates due to their impact on variable rate borrowings and other interest rate sensitive liabilities.
Our principal market exposures are interest rate and foreign currency rate risks. • Our primary interest rate exposures as of December 31, 2025, are to interest rate fluctuations in asset-backed commercial paper interest rates and Simple Secured Overnight Financing (“SOFR”) interest rates due to their impact on variable rate borrowings and other interest rate sensitive liabilities.
We used December 31, 2024 and 2023 market rates to perform sensitivity analyses separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates.
We used December 31, 2025 and 2024 market rates to perform sensitivity analyses separately for each of our market risk exposures. The estimates assume instantaneous parallel shifts in interest rate yield curves and exchange rates.
We used December 31, 2024 and December 31, 2023 market rates on outstanding financial instruments to perform the sensitivity analyses separately for each of our market risk exposures: interest and foreign currency rate instruments.
We used December 31, 2025 and December 31, 2024 market rates on outstanding financial instruments to perform the sensitivity analyses separately for each of our market risk exposures: interest and foreign currency rate instruments.
A 100-basis point change in the underlying interest rates would result in a $4 million increase or decrease in annual consumer financing interest expense and a $11 million increase or decrease in our annual debt interest expense.
A 100-basis point change in the underlying interest rates would result in a $4 million increase or decrease in annual consumer financing interest expense and a $9 million increase or decrease in our annual debt interest expense.
The primary assumption used in these models is a hypothetical 10% weakening or strengthening of the U.S. dollar against all our currency exposures as of December 31, 2024 and 2023. As of December 31, 2024 and 2023, the absolute notional amount of our outstanding foreign exchange hedging instruments was $72 million and $61 million.
The primary assumption used in these models is a hypothetical 10% weakening or strengthening of the U.S. dollar against all our currency exposures as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, the absolute notional amount of our outstanding foreign exchange hedging instruments was $75 million and $72 million.
The estimates are based on the market risk sensitive portfolios described in the preceding paragraphs and assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. There were no changes to the assumptions used in this model in 2024. 50 Table of Contents
The estimates are based on the market risk sensitive portfolios described in the preceding paragraphs and assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. There were no changes to the assumptions used in this model in 2025. 52 Table of Contents
The primary assumptions used in determining fair value are prepayment speeds, estimated loss rates, and discount rates. We use a duration-based model in determining the impact of interest rate shifts on our debt and interest rate derivatives.
We use a discounted cash flow model in determining the fair values of VOCRs. The primary assumptions used in determining fair value are prepayment speeds, estimated loss rates, and discount rates. We use a duration-based model in determining the impact of interest rate shifts on our debt and interest rate derivatives.
We have determined that a hypothetical 49 Table of Contents 10% change in the foreign currency exchange rates would have resulted in an approximate increase or decrease to the fair value of our outstanding forward foreign currency exchange contracts of approximately $6 million during 2024 and $5 million during 2023, which would generally be offset by an opposite effect on the underlying exposure being economically hedged.
We have determined that a hypothetical 10% change in the foreign currency exchange rates would have resulted in an approximate increase or decrease to the fair value of our outstanding forward foreign currency exchange contracts of $7 million during 2025 and $6 million during 2024, which would generally be offset by an opposite effect on the underlying exposure being economically hedged.
Our variable rate borrowings, which include our term loan B facilities, non-recourse conduit facilities, and revolving credit facility, expose us to risks caused by fluctuations in the applicable interest rates. The total outstanding balance of such variable rate borrowings at December 31, 2024 was $377 million in non-recourse debt and $1.06 billion in corporate debt.
Our variable rate borrowings, which include our term loan B facility, non-recourse conduit facilities, and revolving credit facility, expose us to risks caused by fluctuations in the applicable interest rates. The total outstanding balance of such variable rate borrowings at December 31, 2025 was $434 million in non-recourse debt and $917 million in corporate debt.
We have determined, through such analyses, that a hypothetical 10% change in the interest rates would have resulted in a $2 million increase or decrease in annual consumer financing interest expense and $5 million increase or decrease in annual debt interest expense for both the years ended December 31, 2024 and 2023.
We have determined, through such analyses, that a hypothetical 10% change in the interest rates would have resulted in a $2 million increase or decrease in annual consumer financing interest expense and $3 million increase or decrease in annual debt interest expense for the year ended December 31, 2025.
The total outstanding balance of such variable rate borrowings at December 31, 2023 was $364 million in non-recourse debt and $867 million in corporate debt.
The total outstanding balance of such variable rate borrowings at December 31, 2024 was $377 million in non-recourse debt and $1.06 billion in corporate debt.
Removed
The fair values of cash and cash equivalents, trade receivables, accounts payable, and accrued expenses and other current liabilities approximate carrying values due to the short-term nature of these assets and liabilities. We use a discounted cash flow model in determining the fair values of VOCRs.
Added
During the year ended December 31, 2024, our analyses reflect a $2 million increase or decrease in annual consumer financing interest expense and $5 million increase or decrease in annual debt interest expense.

Other TNL 10-K year-over-year comparisons