What changed in this filing

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Item 1. Business

2024-02-21 compared with 2023-02-22 · 72 added, 72 removed, 391 unchanged (27% of the section changed)

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Travel + Leisure Co.

has the following business segments:

• Wyndham Destinations is the world’s largest vacation ownership company with 816,000 owners and more than 245 vacation club resort locations.

has the following segments:

• Vacation Ownership includes our Wyndham Destinations business line, which is the world’s largest vacation ownership company with 804,000 owners and more than 245 vacation club resort locations.

• Travel and Membership includes our Exchange and Travel Club business lines.

RCI, which is the world’s largest exchange company, has 3.5 million members and more than 4,100 affiliated resorts in its network.

RCI is the world’s largest exchange company with 3.5 million members and 4,100 affiliated resorts in its network.

Our Travel Club business line includes:

our RCI travel club, which seeks to capture greater share of our members non-exchange travel budgets;

our B2B travel clubs, which offer white-label solutions to associations, organizations, and other closed user groups;

and Travel + Leisure GO, which provides a travel club offering direct to consumers.

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 white-label solutions to associations, organizations, and other closed user groups.

History and Development

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In December 1997, HFS merged with CUC International, Inc.

to form Cendant Corporation, which then expanded further through the addition of vacation rentals and vacation ownership businesses.

to form Cendant Corporation (“Cendant”), which then expanded further through the addition of vacation rentals and vacation ownership businesses.

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.

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See “ Key Agreements Related to the Spin-Off ” for more information.

The two public companies have also entered into long-term exclusive license agreements to retain their affiliations with one of the industry’s top-rated loyalty programs, Wyndham Rewards, as well as to continue to collaborate on inventory-sharing and customer cross-selling initiatives.

On January 5, 2021, we acquired the Travel + Leisure brand and all related assets from Dotdash Meredith (formerly Meredith Corporation).

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We report results of operations for the following reportable segments, which are described in more detail below:

• Vacation Ownership, comprised of Wyndham Destinations.

• Vacation Ownership, substantially comprised of Wyndham Destinations.

• Travel and Membership , comprised of Exchange and Travel Club.

Our business segments generate diversified revenue streams and significant cash flow.

In 2022, we generated 42% of our revenues from the sale of vacation ownership interests, and 45% of our revenues from our fee-for-service businesses.

In 2023, we generated 42% of our revenues from the sale of vacation ownership interests, and 44% from our fee-for-service revenue streams.

Our businesses have both domestic and international operations.

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Vacation ownership resorts are often operated by a property owners’ association of which the VOI owners are members.

Most property owners’ associations are governed by a board of directors that includes owners and which may include representatives of the developer.

Most property owners’ associations are governed by a board of directors that includes owners and may include representatives of the developer.

The board of the property owners’ association typically delegates much of the responsibility for managing the resort to a management company, which is often affiliated with the developer.

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Vacation Ownership Overview

Our Vacation Ownership reportable segment is comprised of our Wyndham Destinations branded business line, which is the world’s largest vacation ownership business based on number of resorts and owners.

Our Vacation Ownership reportable segment is substantially comprised of our Wyndham Destinations branded business line, which is the world’s largest vacation ownership business based on number of resorts and owners.

We develop and acquire vacation ownership resorts, market and sell VOIs, provide consumer financing for the majority of the VOI sales, and provide property management services to property owners’ associations.

As of December 31, 2022, we had more than 245 vacation ownership resorts in the U.S., Canada, Mexico, Caribbean, and Asia Pacific that represent over 26,800 individual vacation ownership units and 816,000 owners of VOIs.

As of December 31, 2023, we had more than 245 vacation ownership resorts in the U.S., Canada, Mexico, the Caribbean, and Asia Pacific that represent 26,800 individual vacation ownership units and 804,000 owners of VOIs.

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.

During 2023, we entered into an agreement to acquire the rights to the vacation ownership business of Sports Hospitality Ventures, LLC (“SHV”), a hotel and resorts licensee for the Sports Illustrated brand.

This business line is included in the Vacation Ownership segment.

Our goal is to strengthen our leadership position in the vacation ownership industry and generate consistent and long-term value for our shareholders.

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We also seek to enhance our future upgrade pipeline through sales to new owners.

On average, new owners double their initial VOI purchase within six years, resulting in predictable, high-margin future revenue streams.

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 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 9,100 affiliated hotels located in over 95 countries.

The Wyndham loyalty program, Wyndham Rewards, has approximately 99 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 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 9,200 affiliated hotels located in more than 95 countries.

The Wyndham Hotels loyalty program, Wyndham Rewards, has over 106 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 increase this sales channel with initiatives such as enhanced call transfers, online marketing, in-hotel marketing, and online rentals of vacation ownership resorts.

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Revenues and Operating Statistics

Our Vacation Ownership business derives a majority of its revenues from timeshare sales, with consumer financing and property management fees being the other main sources of revenue.

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.

Performance in our Vacation Ownership business is measured by the following key operating statistics:

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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 736 for both 2022 and 2021.

Our weighted average FICO score on new originations was 739 and 736 for 2023 and 2022.

We typically require a minimum down payment of 10% of the purchase price on all VOI sales and offer consumer financing for the remaining balance for up to 10 years.

These loans are structured with equal monthly installments that fully amortize the principal by the final due date.

While the minimum down payment is typically 10%, our average down payment on financed VOI sales was 19% and 24% for 2022 and 2021.

The decrease in the average down payment is attributable to our efforts to increase the percentage of the VOI sale amount financed by owners in order to accelerate the growth of consumer financing revenue.

During 2022, we generated $1.14 billion of receivables on $1.79 billion of gross VOI sales, net of Fee-for-Service sales, resulting in 64% of our VOI sales being financed.

While the minimum down payment is typically 10%, our average down payment on financed VOI sales was 19% for both 2023 and 2022.

During 2023, we generated $1.43 billion of receivables on $1.93 billion of gross VOI sales, net of Fee-for-Service sales, resulting in 74% of our VOI sales being financed compared to 64% during 2022.

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 56% of VOI sales during 2022.

After the application of these early repayments, we financed 56% of VOI sales during both 2023 and 2022.

Similar to many other companies that provide consumer financing, we have historically securitized a majority of the receivables originated in connection with the sale of VOIs.

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We assess the performance of our loan portfolio by monitoring numerous metrics including collection rates, defaults by state of residency, and bankruptcies.

As of December 31, 2022, 94% of our loan portfolio was current (not more than 30 days past due).

Our loan portfolio was 95% and 94% current (not more than 30 days past due) as of December 31, 2023 and 2022.

See Note 9— Vacation Ownership Contract Receivables to the Consolidated Financial Statements for further information on the performance of our loan portfolio.

Property Management

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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.

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 addition, at certain newly-developed resorts, we may enter into subsidy agreements with the property owners’ associations to cover costs that otherwise would be covered by annual maintenance fees payable with respect to VOIs that have not yet been sold.

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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.

Our vacation exchange business has relationships with more than 4,100 affiliated vacation ownership resorts in 104 countries and territories located in North America, Latin America, the Caribbean, Europe, the Middle East, Africa, and Asia Pacific.

Travel Club offers global discount travel membership clubs to consumers as well as custom travel technology solutions to business-to-business affinity partners including large employers, banks and retailers, trade associations and others via their operations in the U.S., Mexico, Asia, and Europe.

Members are acquired through affinity partnerships where the affinity partner would offer a travel club membership to affiliated groups, usually its customers, members and/or employees.

Our vacation exchange business has relationships with 4,100 affiliated vacation ownership resorts in 104 countries and territories located in North America, Latin America, the Caribbean, Europe, the Middle East, Africa, and Asia Pacific.

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.

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.

To achieve this goal, we intend to pursue the following strategies:

Expand and enhance our products and services to increase wallet share, propensity, and retention within our member base.

Expand and enhance our products and services to increase wallet share, transaction propensity, and retention within our member base.

Through the addition of more inventory options for exchange and more travel products and services, RCI Travel Club seeks to enhance its core exchange business lines’ growth through greater share of consumers’ travel spend, increased member engagement, and reduced churn.

Expand B2B travel club solutions.

We seek to grow our membership beyond the timeshare industry, expanding B2B partnerships across multiple sectors driving incremental transaction revenue and subscriptions.

Expand B2B travel solutions.

We seek to expand B2B partnerships across multiple sectors driving incremental transaction revenue.

We offer white-label solutions to associations, organizations, and other closed-user groups in order for these groups to offer travel benefits to their communities which increases engagement and loyalty.

Grow our Direct-to-Consumer (“D2C”) travel club leveraging the Travel + Leisure brand and content.

We plan to leverage the Travel + Leisure brand, one of the world’s most influential travel brands, to expand our total addressable market and grow our subscription travel club by marketing to Travel + Leisure magazine subscribers and leisure travelers in general.

Revenues and Operating Statistics

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• Average number of exchange members — Represents paid members in our vacation exchange programs who are considered to be in good standing.

• Transactions — Represents the number of exchanges and travel club bookings recognized as revenue during the period, net of cancellations.

• Transactions — Represents the number of exchanges and travel bookings recognized as revenue during the period, net of cancellations.

• Revenue per transaction — Represents transaction revenue divided by transactions.

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In the exchange business, we affiliate with vacation ownership developers directly through our in-house sales teams.

Affiliated vacation ownership developers sign agreements that have an average duration of four years.

Affiliated vacation ownership developers sign agreements that have an average duration of five years.

Our vacation exchange members are acquired primarily through our affiliated developers as part of the vacation ownership purchase process.

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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.

Travel + Leisure GO develops relationships directly with consumers through quality travel content and by marketing to both Travel + Leisure magazine subscribers and leisure travelers in general.

We distribute our products and services through proprietary websites and call centers around the world.

Customers are acquired through direct channels, partnerships with affinity groups, and third-party acquisition sources.

The properties our business makes available to travelers include vacation ownership and fractional resorts, homes, private residence clubs, and traditional hotel rooms.

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and its subsidiaries actively use or license for use all significant marks and domain names, and we own or have exclusive licenses to use these marks and domain names.

In connection with the Spin-off, we entered into a license, development and noncompetition agreement with Wyndham Hotels, which, among other things, granted to Travel + Leisure Co.

In connection with the Spin-off, we entered into a license, development and noncompetition

agreement with Wyndham Hotels, which, among other things, granted to Travel + Leisure Co.

the right to use the “Wyndham” trademark, “The Registry Collection” trademark, and certain other trademarks and intellectual property in our business.

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Patent and Trademark Office, as well as with other relevant authorities where we deem appropriate, and seek to protect our marks from unauthorized use as permitted by law.

See Note 7— Intangible Assets to the Consolidated Financial Statements for more information regarding our intangible assets.

GOVERNMENT REGULATION

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The FCPA and similar anti-corruption and bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or generating business.

Other laws, regulations, and policies primarily affect one of our areas of business:

Other laws, regulations, and policies primarily affect only one of the following areas of our business:

inventory sourcing activities;

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Oversight and Management

Our human resources organization manages employment-related matters, including recruiting and hiring, onboarding, compensation planning, performance management, and professional development.

Our Board of Directors and its committees also provide oversight on certain human capital matters, including diversity and inclusion initiatives.

Our human resources organization manages employment-related matters, including recruiting and hiring, onboarding, compensation and benefits, performance management, and professional development.

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.

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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, 2022, our global team was comprised of over 18,200 associates, more than 3,700 of whom work outside the U.S.

As of December 31, 2023, our global team was comprised of over 19,000 associates, 4,200 of whom work outside the U.S.

Of our global associates 14,900 support Vacation Ownership, 1,900 support Travel and Membership, and 2,200 comprise our corporate group.

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our proprietary Destination U resource is a comprehensive solution that puts the ownership of each associate’s career development directly into their hands.

By fostering growth potential for all associates at Travel + Leisure Co., we enable each individual to clearly understand their role in the context of the larger organization and to access courses designed specifically to further their development.

• Programs focused on career progression include:

formal talent reviews, succession planning, associate development programs for all levels, executive coaching, leader onboarding plans, new leader orientation, and tuition and certification reimbursement.

By fostering growth potential for all

associates at Travel + Leisure Co., we enable each individual to clearly understand their role in the context of the larger organization and to access courses designed specifically to further their development.

• Programs focused on career progression include formal talent reviews, succession planning, associate development programs for all levels, executive coaching, leader onboarding plans, new leader orientation, and tuition and certification reimbursement.

Competitive Pay/Benefits

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Business Continuity owns a detailed Emergency Preparedness Guide that equips each location with incident response protocols and reporting processes, an emergency response hotline, and outlines the physical requirements for handling situations ranging from natural disasters to criminal activity.

In addition to the health and well-being benefits offered to our associates, we have a variety of safety programs, including Project Opioid.

Project Opioid seeks to reduce opioid related deaths by working with leaders within the business community, law enforcement, insurance carriers, healthcare providers, researchers/educators, and faith-based organizations, one community at a time.

Project Opioid helps community leaders to build regional coalitions, collect research, and perform high-level advocacy to transform and save lives impacted by the opioid epidemic in their communities.

We signed the pledge, donate

annually, and sit on the organization’s Board of Directors.

We reinforce the importance of health and safety through frequent associate communications channels including weekly safety alerts and newsletters, active engagement on Yammer and Microsoft Teams, business line and global e-newsletters, and ongoing collaboration with other leaders and teams throughout our company.

Visit our website at travelandleisureco.com/esg-commitment for additional information about our health and safety activities and initiatives.

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We strive to cultivate an inclusive environment, in which our associates, customers, suppliers, and communities feel appreciated, respected, and valued.

Our Full Circle strategy is recognized through the prestigious honors we have earned, including Fortune magazine’s World’s Most Admired Companies, Newsweek’s list of America’s Most Responsible Companies, the National Veteran-Owned Business Association’s Best Corporations for Veteran’s Business Enterprises, and the Human Rights Campaign’s Best Places to Work for LGBTQ+ Equality award, among others.

Our Full Circle strategy is recognized through the prestigious honors we have earned, including:

• Fortune magazine’s World’s Most Admired Companies,

News’ Best Companies to Work For,

• Newsweek’s lists of both World’s Most Trustworthy Companies and Most Trustworthy Companies in America,

• National Veteran-Owned Business Association’s Best Corporations for Veteran’s Business Enterprises,

• National LGBT Chamber of Commerce’s “Best-of-the-Best” Corporations,

• National Business Inclusion Consortium’s (“NBIC”) Top 50 Best-of-the-Best Corporations for Inclusion, and the

• Human Rights Campaign’s 2023-2024 Equality 100 award for leaders in LGBTQ+ workplace inclusion.

Environmental Progress

We are committed to sustainable business practices with a focus on emissions, energy, water, and biodiversity.

Our environmental strategy is anchored through three main tenants:

reducing our environmental footprint, expanding our renewables portfolio, and prioritizing biodiversity in locations where we live and work.

Our commitment to environmental

management extends beyond fully owned assets, encompassing all assets we own, manage, and lease.

We closely partner with applicable property owners’ associations that we do not control to drive progress toward our environmental goals.

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Additionally, as of December 31, 2022, we have reduced our water withdrawal per square foot by 21%, compared to our 2010 baseline.

As of December 31, 2022, we have also planted more than 1.8 million trees through our partnership with the Arbor Day Foundation, as part of our innovative approach to increase biodiversity and sequester carbon.

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.

Environmental Compliance

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We manage properties exposed to areas which are susceptible to adverse effects resulting from these conditions and disasters.

Based upon insurable property values as of December 31, 2022, approximately 35% of our managed properties are located in Tier I windstorm exposure areas, approximately 20% are located in areas with a high level of flood risk;

and approximately 20% are located in high-risk wildfire-prone states.

As of December 31, 2023, based on insurable property values, approximately:

• 37% of our managed properties are located in Tier I windstorm exposure areas,

• 23% are in states prone to high-risk wildfire, and

• 20% are situated in areas with a high level of flood risk.

In addition, based on the water risk assessment we conducted in 2023, we identified 53 managed resorts in high or extremely high-water stressed locations.

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.

We are continuously monitoring climate change risks and taking actions to mitigate impacts wherever possible.

We are continuously monitoring climate change risks and taking actions to mitigate impacts, as deemed appropriate.

Inclusion & Diversity

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(a) Includes our executive officers which are 90% white and 10% ethnically diverse.

Beyond our diverse workforce, we have diverse representation on our Board of Directors, with four of our nine Board members being gender and/or ethnically diverse.

Beyond our diverse workforce, we have diverse representation on our Board, with four of our nine Board members being gender and/or ethnically diverse.

We remain committed to sustaining our reputation as an engaged and responsive organization.

Travel + Leisure Co.

President & CEO Michael Brown signed the CEO Diversity Action Pledge in partnership with CEO Action for Diversity & Inclusion, joining more than 2,400 global organizations who have pledged to act on supporting a more inclusive workplace for employees, communities, and society at large.

Brown was also among 75 Central Florida leaders to sign the first-ever Orlando

Economic Partnership Regional Corporate Pledge in 2020, committing to improve regional diversity, equity, and inclusion outcomes.

President and CEO Michael Brown signed the CEO Diversity Action Pledge in partnership with CEO Action for Diversity & Inclusion, joining more than 2,400 global organizations who have pledged to act on supporting a more inclusive workplace for employees, communities, and society at large.

Brown was also among 75 Central Florida leaders to sign the first-ever Orlando Economic Partnership Regional Corporate Pledge in 2020, committing to improve regional diversity, equity, and inclusion outcomes.

With a focus on improving the lives of children and families through vacations, we support charitable organizations with a similar focus and mission.

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Most recently, we established the Travel + Leisure Charitable Foundation.

This foundation will embrace a diverse and inclusive community through a variety of programs, including leadership training, mentoring opportunities, and educational support.

This foundation embraces a diverse and inclusive community through a variety of programs, including leadership training, mentoring opportunities, and educational support.

Since its formation, the Travel + Leisure Charitable Foundation has partnered with the School Board of Orange County, Florida, to create the Travel + Leisure Eatonville scholarship program, which strives to promote educational excellence within the Eatonville community, the oldest African-American-incorporated municipality in the U.S., by providing scholarships to eligible students.

For detailed information about our governance practices, see Part III Item 10— Directors, Executive Officers and Corporate Governance .

For detailed information about our governance practices, see “Governance” in the Proxy Statement for our 2024 Annual Meeting of Shareholders.

Visit our website at travelandleisureco.com/esg-commitment for additional information on our social responsibility activities and initiatives, along with our 2022 ESG report.

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and Wyndham Hotels that govern the ongoing relationships between the two companies after the Spin-off.

Additional or modified agreements, arrangements, and transactions, which would be negotiated at arm’s length, may be entered into in the future.

These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are incorporated by reference herein.

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Transfer of Assets and Assumption of Liabilities.

The Separation and Distribution Agreement provided for those transfers of assets and assumptions of liabilities that were necessary in connection with the Spin-off so that Travel + Leisure Co.

The Separation and Distribution Agreement provided for those transfers of assets and assumptions of liabilities so that Travel + Leisure Co.

and Wyndham Hotels allocated the assets necessary to operate their respective businesses and retain or assume the liabilities allocated to them in accordance with the separation plan.

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Travel + Leisure Co.

and Wyndham Hotels have agreed to broad releases pursuant to which each releases the other and certain related persons specified in the Separation and Distribution Agreement from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or alleged to occur or to have failed to occur or any conditions existing or alleged to exist at or prior to the time of the Distribution.

and Wyndham Hotels agreed to broad releases pursuant to which each releases the other and certain related persons from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or alleged to occur or to have failed to occur or any conditions existing or alleged to exist at or prior to the time of the Distribution.

These releases are subject to certain exceptions set forth in the Separation and Distribution Agreement and the ancillary agreements.

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We are party to an Employee Matters Agreement with Wyndham Hotels that governs the respective rights, responsibilities and obligations of Wyndham Hotels and Travel + Leisure Co.

following the Spin-off.

The Employee Matters Agreement addresses the allocation of employees between Wyndham Hotels and Travel + Leisure Co.

as well as other employment, compensation and benefits-related matters.

As of January 1, 2021, Wyndham Hotels’ employees no longer participate in Travel + Leisure Co.’s plans or programs, and Wyndham Hotels has established plans or programs for their employees as described in the Employee Matters Agreement.

following the Spin-off with respect to employment, compensation and benefits-related matters.

Wyndham Hotels’ employees no longer participate in Travel + Leisure Co.’s plans or programs, and Wyndham Hotels has established plans or programs for their employees as described in the Employee Matters Agreement.

Tax Matters Agreement

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This agreement has a term of 100 years with an option for us to extend the term for an additional 30 years.

We will pay Wyndham Hotels certain royalties and other fees under this agreement.

We pay Wyndham Hotels certain royalties and other fees under this agreement.

Additionally, the License, Development and Noncompetition Agreement governs arrangements between us and Wyndham Hotels with respect to the development of new projects and non-compete obligations.

These non-compete obligations restrict us and Wyndham Hotels from competing with the other party’s business (subject to customary carve-outs) for the first 25 years of the term of the License, Development and Noncompetition Agreement, and we may extend the term of these non-compete obligations for an additional five-year term if we achieve a certain sales target in the last full calendar year of the initial 25-year term.

If either party acquires a business that competes with the other party’s businesses, Wyndham Hotels or Travel + Leisure Co., must offer the other party the right to acquire such competing business upon and subject to the terms and conditions set forth in the License, Development and Noncompetition Agreement.

If either party acquires a business that competes with the other party’s businesses, Wyndham Hotels or Travel + Leisure Co.

must offer the other party the right to acquire such competing business upon and subject to the terms and conditions set forth in the License, Development and Noncompetition Agreement.

Additionally, if either party engages in a project that has a component that competes with the other party’s businesses, Wyndham Hotels or Travel + Leisure Co., must use commercially reasonable efforts to include the other party in such project, subject to the terms and conditions set forth in the License, Development and Noncompetition Agreement.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business