Travel & Leisure Co. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO ANNUAL CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm — PCAOB ID No. 34 51 Consolidated Statements of Income for the years ended December 31, 202 3 , 202 2 , and 20 21 53 Consolidated Statements of Comprehensive Income for the years ended December 31, 202 3 , 202 2 , and 20 21 54 Consolidated Balance Sheets as of December 31, 202 3 and 202 2 55 Consolidated Statements of Cash Flows for the years ended December 31, 202 3 , 202 2 , and 20 21 56 Consolidated Statements of Deficit for the years ended December 31, 202 3 , 202 2 , and 20 21 57 Notes to Consolidated Financial Statements 58 1. Background and Basis of Presentation 58 2. Summary of Significant Accounting Policies 58 3. Revenue Recognition 62 4. Earnings Per Share 66 5. Acquisitions 67 6. Discontinued Operations 68 7. Intangible Assets 68 8. Income Taxes 69 9. Vacation Ownership Contract Receivables 71 10. Inventory 74 11. Property and Equipment 74 12. Leases 75 13. Other Assets 76 14. Accrued Expenses and Other Liabilities 77 15. Debt 77 16. Variable Interest Entities 81 17. Fair Value 82 18. Financial Instruments 83 19. Commitments and Contingencies 85 20. Accumulated Other Comprehensive Loss 87 21. Stock-Based Compensation 87 22. Employee Benefit Plans 89 23. Segment Information 89 24. COVID-19 Related Items 91 25. Impairments and Other Charges 92 26. Restructuring 92 27. Transactions with Former Parent and Former Subsidiaries 93 28. Related Party Transactions 95 29. Subsequent Events 95 50 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Travel + Leisure Co. Orlando, Florida Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Travel + Leisure Co. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and deficit for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 51 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Loan Losses - Refer to Notes 2 and 9 in the financial statements Critical Audit Matter Description The Company generates vacation ownership contract receivables by extending financing to the purchasers of its vacation ownership interests. The Company assesses the adequacy of the allowance for loan losses related to these vacation ownership interests using a technique referred to as a static pool model. The model is based upon the historical performance of similar vacation ownership contract receivables and incorporates more recent history of default information. Management prepares a static pool analysis to track defaults for each year’s sales over the entire life of the contract receivable as a means to project future losses. A further qualitative assessment is also performed by the Company which considers whether any external economic conditions or internal portfolio characteristics exist which indicate an adjustment is necessary to reflect expected impacts on the contract receivable portfolio. Given the level of difficulty required to accurately predict losses over the life of the contract receivables, including the determination of any qualitative adjustments, auditing the allowance for loan losses involved especially complex and subjective judgements. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the vacation ownership interest allowance for loan loss included the following, among others: • We tested the effectiveness of controls over the Company’s static pool model, historical loss data, and the calculation of a loss rate. • We evaluated the qualitative adjustment to the historical loss rates, including assessing the basis for the adjustments and the reasonableness of the significant assumptions for the static pool model. • We tested the accuracy and evaluated the relevance of the historical loss data as an input to the static pool model. • We performed our own independent analyses using alternative assumptions to assess the reasonableness of the specific allowance models used by the Company. • We evaluated the predictability of the Company’s models through analyzing the results of a look-back analysis. /s/ Deloitte & Touche LLP Tampa, Florida February 21, 2024 We have served as the Company's auditor since 2005. 52 Table of Contents TRAVEL + LEISURE CO. CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts) Year Ended December 31, 2023 2022 2021 Net revenues Service and membership fees $ 1,649 $ 1,611 $ 1,502 Vacation ownership interest sales 1,582 1,484 1,176 Consumer financing 427 406 404 Other 92 66 52 Net revenues 3,750 3,567 3,134 Expenses Operating 1,684 1,603 1,359 Cost of vacation ownership interests 133 157 157 Consumer financing interest 112 79 81 Marketing 507 451 363 General and administrative 454 479 434 Depreciation and amortization 112 119 124 Restructuring 26 14 ( 1 ) Asset impairments/(recoveries), net — 10 ( 5 ) COVID-19 related costs — 2 4 Total expenses 3,028 2,914 2,516 Loss on sale of business 2 — — Operating income 720 653 618 Interest expense 251 195 198 Other (income), net ( 3 ) ( 22 ) ( 6 ) Interest (income) ( 13 ) ( 6 ) ( 3 ) Income before income taxes 485 486 429 Provision for income taxes 94 130 116 Net income from continuing operations 391 356 313 Gain/(loss) on disposal of discontinued business, net of income taxes 5 1 ( 5 ) Net income attributable to Travel + Leisure Co. shareholders $ 396 $ 357 $ 308 Basic earnings per share Continuing operations $ 5.24 $ 4.27 $ 3.62 Discontinued operations 0.07 0.01 ( 0.06 ) $ 5.31 $ 4.28 $ 3.56 Diluted earnings per share Continuing operations $ 5.21 $ 4.23 $ 3.58 Discontinued operations 0.07 0.01 ( 0.06 ) $ 5.28 $ 4.24 $ 3.52 See Notes to Consolidated Financial Statements. 53 Table of Contents TRAVEL + LEISURE CO. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ( In millions ) Year Ended December 31, 2023 2022 2021 Net income attributable to Travel + Leisure Co. shareholders $ 396 $ 357 $ 308 Foreign currency translation adjustments, net of tax 8 ( 31 ) ( 32 ) Defined benefit pension plans, net of tax 1 — — Other comprehensive gain/(loss), net of tax 9 ( 31 ) ( 32 ) Comprehensive income attributable to Travel + Leisure Co. shareholders $ 405 $ 326 $ 276 See Notes to Consolidated Financial Statements. 54 Table of Contents TRAVEL + LEISURE CO. CONSOLIDATED BALANCE SHEETS (In millions, except share data) As of December 31, 2023 2022 Assets Cash and cash equivalents $ 282 $ 550 Restricted cash (VIE - $96 as of 2023 and $83 as of 2022) 176 138 Trade receivables, net 179 160 Vacation ownership contract receivables, net (VIE - $2,291 as of 2023 and $2,164 as of 2022) 2,527 2,370 Inventory 1,135 1,193 Prepaid expenses 229 202 Property and equipment, net 655 658 Goodwill 962 955 Other intangibles, net 199 207 Other assets 394 324 Total assets $ 6,738 $ 6,757 Liabilities and (deficit) Accounts payable $ 73 $ 65 Accrued expenses and other liabilities 807 876 Deferred income 442 399 Non-recourse vacation ownership debt (VIE) 2,071 1,973 Debt 3,575 3,669 Deferred income taxes 687 679 Total liabilities 7,655 7,661 Commitments and contingencies (Note 19) Stockholders' (deficit): Preferred stock, $0.01 par value, authorized 6,000,000 shares, none issued and outstanding — — Common stock, $0.01 par value, 600,000,000 shares authorized, 223,767,468 issued as of 2023 and 222,895,523 as of 2022 2 2 Treasury stock, at cost – 152,336,714 shares as of 2023 and 144,499,361 shares as of 2022 ( 7,196 ) ( 6,886 ) Additional paid-in capital 4,279 4,242 Retained earnings 2,067 1,808 Accumulated other comprehensive loss ( 70 ) ( 79 ) Total stockholders’ (deficit) ( 918 ) ( 913 ) Noncontrolling interest 1 9 Total (deficit) ( 917 ) ( 904 ) Total liabilities and (deficit) $ 6,738 $ 6,757 See Notes to Consolidated Financial Statements. 55 Table of Contents TRAVEL + LEISURE CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2023 2022 2021 Operating activities Net income $ 396 $ 357 $ 308 (Gain)/loss on disposal of discontinued business, net of income taxes ( 5 ) ( 1 ) 5 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 348 302 129 Depreciation and amortization 112 119 124 Stock-based compensation 38 45 32 Non-cash interest 22 19 22 Non-cash lease expense 16 16 17 Deferred income taxes 8 ( 4 ) ( 39 ) Loss on sale of business 2 — — Asset impairments/(recoveries), net — 10 ( 5 ) Other, net ( 3 ) 8 1 Net change in assets and liabilities, excluding impact of acquisitions and dispositions: Trade receivables ( 18 ) ( 28 ) ( 15 ) Vacation ownership contract receivables ( 504 ) ( 373 ) 35 Inventory 25 31 ( 6 ) Prepaid expenses ( 27 ) 23 ( 24 ) Other assets ( 20 ) ( 23 ) 32 Accounts payable, accrued expenses, and other liabilities ( 70 ) ( 71 ) 24 Deferred income 30 12 ( 72 ) Net cash provided by operating activities 350 442 568 Investing activities Property and equipment additions ( 74 ) ( 52 ) ( 57 ) Acquisitions ( 6 ) ( 2 ) ( 37 ) Proceeds from asset sales — 8 — Other, net — 1 1 Net cash used in investing activities - continuing operations ( 80 ) ( 45 ) ( 93 ) Net cash used in investing activities - discontinued operations — ( 5 ) — Net cash used in investing activities ( 80 ) ( 50 ) ( 93 ) Financing activities Proceeds from non-recourse vacation ownership debt 1,926 1,648 1,419 Principal payments on non-recourse vacation ownership debt ( 1,823 ) ( 1,601 ) ( 1,713 ) Proceeds from debt 1,732 240 10 Principal payments on debt ( 1,741 ) ( 246 ) ( 562 ) Proceeds from notes issued and term loan 299 293 643 Repayment of notes ( 405 ) ( 3 ) ( 903 ) Repurchase of common stock ( 309 ) ( 351 ) ( 25 ) Dividends to shareholders ( 136 ) ( 135 ) ( 109 ) Debt issuance/modification costs ( 22 ) ( 19 ) ( 20 ) Payment of deferred acquisition consideration ( 14 ) ( 19 ) ( 30 ) Net share settlement of incentive equity awards ( 10 ) ( 7 ) ( 9 ) Repayments of vacation ownership inventory arrangement ( 6 ) ( 6 ) — Proceeds from issuance of common stock 9 10 11 Net cash used in by financing activities ( 500 ) ( 196 ) ( 1,288 ) Effect of changes in exchange rates on cash, cash equivalents and restricted cash — ( 5 ) ( 7 ) Net change in cash, cash equivalents and restricted cash ( 230 ) 191 ( 820 ) Cash, cash equivalents and restricted cash, beginning of period 688 497 1,317 Cash, cash equivalents and restricted cash, end of period 458 688 497 Less: Restricted cash 176 138 128 Cash and cash equivalents $ 282 $ 550 $ 369 See Notes to Consolidated Financial Statements. 56 Table of Contents TRAVEL + LEISURE CO. CONSOLIDATED STATEMENTS OF DEFICIT (In millions, except per share amounts) Common Shares Outstanding Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interest Total Deficit Balance as of December 31, 2020 85.9 $ 2 $ ( 6,508 ) $ 4,157 $ 1,390 $ ( 16 ) $ 7 $ ( 968 ) Net income — — — — 308 — — 308 Other comprehensive loss — — — — — ( 32 ) — ( 32 ) Stock option exercises 0.1 — — 4 — — — 4 Issuance of shares for RSU vesting 0.3 — — — — — — — Net share settlement of stock-based compensation — — — ( 9 ) — — — ( 9 ) Employee stock purchase program issuances 0.1 — — 8 — — — 8 Change in stock-based compensation — — — 32 — — — 32 Repurchase of common stock ( 0.5 ) — ( 26 ) — — — — ( 26 ) Dividends ($1.25 per share) — — — — ( 111 ) — — ( 111 ) Balance as of December 31, 2021 85.9 2 ( 6,534 ) 4,192 1,587 ( 48 ) 7 ( 794 ) Net income — — — — 357 — — 357 Other comprehensive loss — — — — — ( 31 ) — ( 31 ) Issuance of shares for RSU vesting 0.4 — — — — — — — Net share settlement of stock-based compensation — — — ( 7 ) — — — ( 7 ) Employee stock purchase program issuances 0.3 — — 9 — — — 9 Change in stock-based compensation — — — 45 — — — 45 Repurchase of common stock ( 8.2 ) — ( 352 ) — — — — ( 352 ) Dividends ($1.60 per share) — — — — ( 136 ) — — ( 136 ) Non-controlling interest ownership change — — — — — — 2 2 Other — — — 3 — — — 3 Balance as of December 31, 2022 78.4 2 ( 6,886 ) 4,242 1,808 ( 79 ) 9 ( 904 ) Net income — — — — 396 — — 396 Other comprehensive income — — — — — 9 — 9 Issuance of shares for RSU vesting 0.6 — — — — — — — Net share settlement of stock-based compensation — — — ( 10 ) — — — ( 10 ) Employee stock purchase program issuances 0.2 — — 10 — — — 10 Change in stock-based compensation — — — 38 — — — 38 Repurchase of common stock ( 7.8 ) — ( 307 ) — — — — ( 307 ) Dividends ($1.80 per share) — — — — ( 137 ) — — ( 137 ) Non-controlling interest ownership change — — — — — — ( 8 ) ( 8 ) Other — — ( 3 ) ( 1 ) — — — ( 4 ) Balance as of December 31, 2023 71.4 $ 2 $ ( 7,196 ) $ 4,279 $ 2,067 $ ( 70 ) $ 1 $ ( 917 ) See Notes to Consolidated Financial Statements. 57 Table of Contents TRAVEL + LEISURE CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unless otherwise noted, all amounts are in millions, except per share amounts) 1. Background and Basis of Presentation Background Travel + Leisure Co. and its subsidiaries (collectively, “Travel + Leisure Co.,” or the “Company”) is a global provider of hospitality services and travel products. The Company has two reportable segments: Vacation Ownership and Travel and Membership. The Vacation Ownership segment 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. This segment is substantially comprised of the Wyndham Destinations business line. The Travel and Membership segment operates a variety of travel businesses, including vacation exchange brands, travel technology platforms, travel memberships, and direct-to-consumer rentals. This segment is comprised of the Exchange and Travel Club business lines. Basis of Presentation The accompanying Consolidated Financial Statements in this Annual Report on Form 10-K include the accounts and transactions of Travel + Leisure Co., as well as the entities in which Travel + Leisure Co. directly or indirectly has a controlling financial interest. The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All intercompany balances and transactions have been eliminated in the Consolidated Financial Statements. The Company presents an unclassified balance sheet which conforms to that of the Company’s peers and industry practice. In presenting the Consolidated Financial Statements, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates and assumptions. In management’s opinion, the Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of annual results reported. 2. Summary of Significant Accounting Policies PRINCIPLES OF CONSOLIDATION When evaluating an entity for consolidation, the Company first determines whether an entity is a variable interest entity (“VIE”). If the entity is deemed to be a VIE, the Company consolidates those VIEs for which the Company is the primary beneficiary. The Company will also consolidate an entity not deemed a VIE upon determination that the Company has a controlling financial interest. For entities where the Company does not have a controlling financial interest, the investments in such entities are accounted for using the equity or cost method, as appropriate. REVENUE RECOGNITION Refer to Note 3— Revenue Recognition for full details of the Company’s revenue recognition policies. CASH AND CASH EQUIVALENTS The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. RESTRICTED CASH The largest portion of the Company’s restricted cash relates to securitizations. The remaining portion is comprised of escrow deposits and insurance funds on deposit. Securitizations. In accordance with the contractual requirements of the Company’s various vacation ownership contract receivables (“VOCR”) securitizations, a dedicated lockbox account, subject to a blocked control agreement, is established for each securitization. At each month end, the total cash in the collection account from the previous month is analyzed and a monthly servicer report is prepared by the Company. This report details how much cash should be remitted to the note holders for principal and interest payments, and any cash remaining is transferred by the trustee to the Company. 58 Table of Contents Additionally, as required by various securitizations, the Company holds an agreed-upon percentage of the aggregate outstanding principal balances of the VOI contract receivables collateralizing the asset-backed notes in a segregated trust account as credit enhancement. Each time a securitization closes and the Company receives cash from the note holders, a portion of the cash is deposited in the trust account. As of December 31, 2023 and 2022, restricted cash for securitizations totaled $ 96 million and $ 83 million. Escrow Deposits. Laws in most U.S. states require the escrow of down payments on VOI sales, with the typical requirement mandating that the funds be held in escrow until the rescission period expires. As sales transactions are consummated, down payments are collected and are subsequently placed in escrow until the rescission period has expired. Rescission periods vary by state, but range on average from five to seven calendar days. In certain states, the escrow laws require that 100 % of VOI purchaser funds (excluding interest payments, if any) be held in escrow until the deeding process is complete. Where possible, the Company utilizes surety bonds in lieu of escrow deposits. Similarly, laws in certain U.S. states require the escrow of advance deposits received from guests for vacations paid and not yet traveled through the Company’s Travel and Membership businesses. Such amounts are required to be held in escrow until the legal restriction expires, which varies from state to state. Escrow deposits were $ 62 million and $ 48 million as of December 31, 2023 and 2022. Funds on Deposit. The Company operates a captive insurance company which provides property insurance to Travel + Leisure Co. and its affiliates. Amounts received are maintained by a third party and released from this account as necessary to pay claims. Funds on deposit were $ 18 million and $ 7 million as of December 31, 2023 and 2022. RECEIVABLE VALUATION Trade receivables The Company provides for estimated bad debts based on its assessment of the ultimate ability to realize receivables, considering historical collection experience, the economic environment, and specific customer information. When the Company determines that an account is not collectible, the account is written-off to the allowance for doubtful accounts. The following table illustrates the Company’s allowance for doubtful accounts activity from continuing operations (in millions): Year Ended December 31, 2023 2022 2021 Beginning balance $ 168 $ 199 $ 221 Bad debt expense 80 83 127 Write-offs ( 105 ) ( 114 ) ( 149 ) Ending balance $ 143 $ 168 $ 199 Vacation ownership contract receivables In the Vacation Ownership segment, the Company provides for estimated VOCR defaults at the time of VOI sales by recording a provision for loan losses as a reduction of Vacation ownership interest sales on the Consolidated Statements of Income. The Company assesses the adequacy of the allowance for loan losses related to these VOIs using a technique referred to as a static pool analysis. This analysis is based upon the historical performance of similar VOCRs and incorporates more recent history of default information. Management prepares a model to track defaults for each year’s sales over the entire life of the contract receivable as a means to project future expected losses. A qualitative assessment is also performed to determine whether any external economic conditions or internal portfolio characteristics indicate an adjustment is necessary to reflect expected impacts on the contract receivables portfolio. If current or expected future conditions differ from the conditions in effect when the historical experience was generated, the Company adjusts the allowance for loan losses to reflect the expected effects of the current environment on the collectability of VOCRs. For additional details on the Company’s vacation ownership contract receivables, including information on the related allowances, see Note 9— Vacation Ownership Contract Receivables. INVENTORY Inventory primarily consists of completed VOIs, VOIs under construction, land held for future VOI development, vacation exchange credits, and real estate interests sold subject to conditional repurchase. The Company applies the relative sales value method for relieving VOI inventory and recording the related cost of sales. Under the relative sales value method, cost of sales is recorded using a percentage ratio of total estimated development cost and VOI revenue, including estimated future revenue, incorporating factors such as changes in prices and the recovery of VOIs, generally as a result of contract receivable defaults. The effect of such changes in estimates under the relative sales value method is accounted for in each period as a current-period adjustment to inventory and cost of sales. Inventory is stated at the lower of cost, including 59 Table of Contents capitalized interest, property taxes, and certain other carrying costs incurred during the construction process, or estimated fair value less costs to sell. There was no capitalized interest applied to inventory during 2023, 2022, or 2021. PROPERTY AND EQUIPMENT Property and equipment (including leasehold improvements) are recorded at cost and presented net of accumulated depreciation and amortization. Depreciation, recorded as a component of Depreciation and amortization on the Consolidated Statements of Income, is computed utilizing the straight-line method over the lesser of the lease terms or estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of Depreciation and amortization, is computed utilizing the straight-line method over the lesser of the estimated benefit period of the related assets or the lease terms. Useful lives are generally 30 years for buildings, up to 20 years for leasehold improvements, up to 30 years for vacation rental properties, and range from three to seven years for furniture, fixtures and equipment. The Company capitalizes the costs of software developed for internal use in accordance with the guidance for accounting for costs of computer software developed or obtained for internal use. Capitalization of software costs developed for internal use commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis over its estimated useful life, which is generally two to five years , with the exception of certain enterprise resource planning, reservation, and inventory management software, which is up to 10 years. Such amortization commences when the software is substantially ready for its intended use. The net carrying value of software developed or obtained for internal use was $ 147 million and $ 145 million as of December 31, 2023 and 2022. Capitalized interest was less than $ 1 million, $ 1 million, and less than $ 1 million during 2023, 2022, and 2021. DERIVATIVE INSTRUMENTS The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency exchange rates and interest rates. As a matter of policy, the Company does not use derivatives for trading or speculative purposes. All derivatives are recorded at fair value either as assets or liabilities. Changes in fair value of derivatives not designated as hedging instruments and of derivatives designated as fair value hedging instruments are recognized in Operating income and net interest expense, based upon the nature of the hedged item, on the Consolidated Statements of Income. Changes in fair value of derivatives designated as cash flow hedging instruments are recorded as components of other comprehensive income. Amounts included in other comprehensive income are reclassified into earnings in the same period during which the hedged item affects earnings. INCOME TAXES The Company recognizes deferred tax assets and liabilities using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. These differences are based upon estimated differences between the book and tax basis of the assets and liabilities for the Company as of December 31, 2023 and 2022. The Company recognizes the effects of changes in tax laws, or rates, as a component of income taxes from continuing operations within the period that includes the enactment date. The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes, and increases to the valuation allowance result in additional provision for income taxes. The realization of the Company’s deferred tax assets, net of the valuation allowance, is primarily dependent on estimated future taxable income. A change in the Company’s estimate of future taxable income may require a change to the valuation allowance. For tax positions the Company has taken or expects to take in a tax return, the Company applies a more likely than not threshold, under which the Company must conclude that a tax position is more likely than not to be sustained, assuming that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information, in order to recognize or continue to recognize the benefit. In determining the Company’s provision for income taxes, the Company uses judgment, reflecting its estimates and assumptions, in applying the more likely than not threshold. The Company classifies interest and penalties associated with unrecognized tax benefits as a component of Provision for income taxes on the Consolidated Statements of Income. 60 Table of Contents ADVERTISING EXPENSE Advertising costs are expensed in the period incurred. Advertising costs were $ 30 million, $ 30 million, and $ 33 million in 2023, 2022, and 2021. STOCK-BASED COMPENSATION The Company measures all stock-based compensation awards using a fair value method and records the related expense within General and administrative expenses on its Consolidated Statements of Income. LONG-LIVED ASSETS Assets such as customer lists, management agreements, and trademarks acquired by the Company are classified as intangible assets and recorded at their fair value as of the date of the acquisition and categorized as having either a finite life or an indefinite life. Assets deemed to have a finite life are assigned an appropriate useful life and amortized on a straight-line basis. IMPAIRMENT OF LONG-LIVED ASSETS The Company has goodwill and other indefinite-lived intangible assets recorded in connection with business combinations. The Company annually in the fourth quarter, or more frequently if circumstances indicate that the value of goodwill may be impaired, reviews the reporting units’ carrying values. This is done either by performing a qualitative assessment or a quantitative assessment, with an impairment being recognized only if a reporting unit’s fair value is less than carrying value. In any given year the Company can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or the Company elects to bypass the qualitative assessment, it would utilize the quantitative assessment. The qualitative factors evaluated include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and the Company’s historical share price as well as other industry-specific considerations. Goodwill and other intangible assets with indefinite lives are not subject to amortization. However, goodwill and other intangibles with indefinite lives are subject to fair value-based rules for measuring impairment, and resulting write-downs, if any, are reflected in Asset impairments/(recoveries), net on the Consolidated Statements of Income. The Company has goodwill recorded at reporting units comprising its Vacation Ownership and Travel and Membership reportable segments. The Company completed its annual goodwill impairment test by performing a qualitative analysis for each of its reporting units as of October 1, 2023 and determined that no impairment exists. The Company also evaluates the recoverability of its other long-lived assets, including property and equipment and amortizable intangible assets, if circumstances indicate impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. Property and equipment is evaluated separately within each segment. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value. ACCOUNTING FOR RESTRUCTURING ACTIVITIES The Company’s restructuring activities require it to make significant estimates in several areas including (i) expenses for severance and related benefit costs, (ii) the ability to generate sublease income, as well as its ability to terminate lease obligations, and (iii) contract terminations. The amount that the Company accrued as of December 31, 2023, represents its best estimate of the obligations incurred in connection with these actions, but could change due to various factors including market conditions or the outcome of negotiations with third parties. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Business Combinations—Joint Venture Formations . In August 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The guidance was issued in an effort to reduce diversity in practice and requires a joint venture to initially measure its assets and liabilities at fair value on the formation date. This guidance is effective prospectively for all joint ventures within the scope of the standard that are formed on or after January 1, 2025. Existing joint ventures have the option to apply the guidance retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures. 61 Table of Contents Disclosure improvements . In October 2023, the FASB issued guidance to modify the disclosure and presentation requirements of a variety of topics in the codification. Among other updates, amendments specific to the Company include updates to disclosure requirements related to derivative instruments, diluted earnings per share, commitments, and amounts and terms of unused lines of credit. The effective date for each amendment will be the date on which the Securities and Exchange Commission’s (“SEC’s”) removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures. Segment Reporting. In November 2023, the FASB issued guidance to enhance segment disclosures by requiring incremental segment information on an annual and interim basis for all public entities. Among other provisions, this guidance will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. This guidance is effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures. Improvements to Income Tax Disclosures. In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures through improvements in rate reconciliation and income taxes paid information. Among other provisions, this guidance requires public entities to disclose specific categories in the rate reconciliation, using both percentages and reporting currency amounts; and present cash taxes paid on a disaggregated basis. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS Presentation of Financial Statements . In July 2023, the FASB issued guidance which amends various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 120. The bulletin added interpretive guidance for public companies to consider when entering into share-based payment transactions while in possession of material non-public information (i.e., “spring-loaded” awards). This guidance became effective upon issuance and the adoption of this guidance did not have an impact on the Company's Consolidated Financial Statements and related disclosures. The Company will monitor future stock-based awards and will include additional disclosures in future filings, if applicable. Contract Assets and Contract Liabilities from Contracts with Customers Acquired in a Business Combination. In October 2021, the FASB issued guidance which requires companies to apply Accounting Standards Codification (“ASC”) 606 - Revenue from Contracts with Customers to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in ASC 805 - Business Combinations . This generally will result in companies recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date. This guidance became effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date. The Company early adopted this guidance in 2022. The adoption of this guidance has not had a material impact on the Company's Consolidated Financial Statements and related disclosures. Troubled Debt Restructurings and Vintage Disclosures. In March 2022, the FASB issued guidance which eliminates the accounting guidance in ASC 310-40 Troubled Debt Restructurings for Creditors and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. This guidance became effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As a result of adopting this guidance the Company added the required disclosure of current-period gross write-offs in Note 9— Vacation Ownership Contract Receivables. Aside from this additional disclosure the adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures. 3. Revenue Recognition Vacation Ownership The Company develops, markets, and sells VOIs to individual consumers, provides consumer financing in connection with the sale of VOIs, and provides property management services at resorts. The Company’s sales of VOIs are either cash sales or developer-financed sales. Developer-financed sales are typically collateralized by the underlying VOI. Revenue is recognized on VOI sales upon transfer of control, which is defined as the point in time when a binding sales contract has 62 Table of Contents been executed, the financing contract has been executed for the remaining transaction price, the statutory rescission period has expired, and the transaction price has been deemed to be collectible. For developer-financed sales, the Company reduces the VOI sales transaction price by an estimate of uncollectible consideration at the time of the sale. The Company’s estimates of uncollectible amounts are based largely on the results of the Company’s static pool analysis which relies on historical payment data by customer class. In connection with entering into a VOI sale, the Company may provide its customers with certain non-cash incentives, such as credits for future stays at its resorts. For those VOI sales, the Company allocates the sales price between the VOI sale and the non-cash incentive based upon the relative standalone selling price of the performance obligations within the contract. Non-cash incentives generally have expiration periods of two years or less and are recognized at a point in time upon transfer of control. The Company provides day-to-day property management services including oversight of housekeeping services, maintenance, and certain accounting and administrative services for property owners’ associations and clubs. These services may also include reservation and resort renovation activities. Such agreements are generally for terms of one year or less and are renewed automatically on an annual basis. The Company’s management agreements contain cancellation clauses, which allow for either party to cancel the agreement, by either a majority board vote or a majority vote of non-developer interests. The Company receives fees for such property management services which are collected monthly in advance and are based upon total costs to operate such resorts (or as services are provided in the case of resort renovation activities). Fees for property management services typically approximate 10 % of budgeted operating expenses. The Company is entitled to consideration for reimbursement of costs incurred on behalf of the property owners’ association in providing management services (“reimbursable revenue”). These reimbursable costs principally relate to the payroll costs for management of the associations, club and resort properties where the Company is the employer and are reflected as a component of Operating expenses on the Consolidated Statements of Income. The Company reduces its management fee revenue for amounts it has paid to the property owners’ association that reflect maintenance fees for VOIs for which it retains ownership, as the Company has concluded that such payments are consideration payable to a customer. Property management fee revenues and reimbursable revenues are recognized when the services are performed and are recorded as a component of Service and membership fees on the Consolidated Statements of Income. Property management fee and reimbursable revenues, were (in millions): Year Ended December 31, 2023 2022 2021 Management fee revenue $ 432 $ 413 $ 378 Reimbursable revenues 382 350 313 Property management fees and reimbursable revenues $ 814 $ 763 $ 691 One of the associations that the Company manages paid its Travel and Membership segment $ 36 million, $ 31 million, and $ 30 million for exchange services during 2023, 2022, and 2021. Travel and Membership Travel and Membership derives a majority of its revenues from membership dues and fees for facilitating members’ trading of their timeshare intervals. Revenues from membership dues represent the fees paid by members or affiliated clubs on their behalf. As a provider of vacation exchange services, the Company enters into affiliation agreements with developers of vacation ownership properties to allow owners of VOIs to trade their intervals for intervals at other properties affiliated with the Company’s vacation exchange network and, for some members, for other leisure-related services and products. The Company recognizes revenues from membership dues paid by the member on a straight-line basis over the membership period as the performance obligations are fulfilled through delivery of publications, if applicable, and by providing access to travel-related products and services. 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. For additional fees, members have the right to exchange their intervals for intervals at other properties affiliated with the Company’s vacation exchange networks and, for certain members, for other leisure-related services and products. The Company also derives revenue from facilitating bookings of travel accommodations that were acquired from various sources. Revenue is recognized when these transactions have been confirmed, net of expected cancellations. The Company’s vacation exchange business also derives revenues from programs with affiliated resorts, club servicing, and loyalty programs; and additional exchange-related products that provide 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 63 Table of Contents intervals with higher trading power. Revenues from other vacation exchange-related product fees are deferred and recognized upon the occurrence of a future exchange, event, or other related transaction. The Company earns revenue from its RCI Elite Rewards co–branded credit card program, which is primarily generated by cardholder spending and the enrollment of new cardholders. The advance payments received under the program are recognized as a contract liability until the Company’s 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. Other Items The Company records property management service revenues for its Vacation Ownership segment and RCI Elite Rewards revenues for its Travel and Membership segment gross as a principal. Contract Liabilities Contract liabilities generally represent payments or consideration received in advance for goods or services that the Company has not yet transferred to the customer. Contract liabilities consisted of (in millions): As of December 31, 2023 2022 Deferred subscription revenue $ 161 $ 164 Deferred VOI trial package revenue 136 101 Deferred VOI incentive revenue 81 70 Deferred exchange-related revenue (a) 59 53 Deferred co-branded credit card programs revenue 6 9 Deferred other revenue 1 3 Total $ 444 $ 400 (a) Includes contractual liabilities to accommodate members for cancellations initiated by the Company due to unexpected events. These amounts are included within Accrued expenses and other liabilities on the Consolidated Balance Sheets. In the Company’s Vacation Ownership business, deferred VOI trial package revenue represents consideration received in advance for a trial VOI, which allows customers to utilize a vacation package typically within three years of purchase, but may extend longer for certain programs. Deferred VOI incentive revenue represents payments received in advance for additional travel-related services and products at the time of a VOI sale. Revenue is recognized when a customer utilizes the additional services and products, which is typically within two years of the VOI sale, but may extend longer for certain programs. Within the Company’s Travel and Membership business, deferred subscription revenue represents billings and payments received in advance from members and affiliated clubs for memberships in the Company’s travel programs which are recognized in future periods. Deferred exchange-related revenue primarily represents payments received in advance from members to book vacation exchanges which are recognized upon the future confirmed transaction. Deferred revenue also includes other leisure-related service and product revenues which are recognized as customers utilize the associated benefits. Changes in contract liabilities for the periods presented were as follows (in millions): Year Ended December 31, 2023 2022 2021 Beginning balance $ 400 $ 382 $ 448 Additions 326 273 247 Revenue recognized ( 282 ) ( 255 ) ( 313 ) Ending balance $ 444 $ 400 $ 382 Capitalized Contract Costs The Vacation Ownership segment incurs certain direct and incremental selling costs in connection with VOI trial package and incentive revenues. Such costs are capitalized and subsequently recognized over the utilization period when usage or expiration occurs, which is typically within three years from the date of sale. As of December 31, 2023 and 2022, these capitalized costs were $ 46 million and $ 35 million and are included within Other assets on the Consolidated Balance Sheets. 64 Table of Contents The Travel and Membership segment incurs certain direct and incremental selling costs to obtain contracts with customers in connection with subscription revenues and exchange–related revenues. Such costs, which are primarily comprised of commissions paid to internal and external parties and credit card processing fees, are deferred at the inception of the contract and recognized when the benefit is transferred to the customer. As of December 31, 2023, the capitalized costs were $ 16 million, of which $ 11 million are included in Prepaid expenses and $ 5 million was included in Other assets on the Consolidated Balance Sheets. As of December 31, 2022, these capitalized costs were $ 18 million, of which $ 11 million are included in Prepaid expenses and $ 7 million are included in Other assets on the Consolidated Balance Sheets. Practical Expedients The Company has not adjusted the consideration for the effects of a significant financing component if it expected, at contract inception, that the period between when the Company will satisfy the performance obligation and when the customer will pay for that good or service will be one year or less. Performance Obligations A performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. The consideration received from a customer is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. The following table summarizes the Company’s remaining performance obligations for the 12-month periods set forth below (in millions): 2024 2025 2026 Thereafter Total Subscription revenue $ 91 $ 36 $ 17 $ 17 $ 161 VOI trial package revenue 126 3 3 4 136 VOI incentive revenue 81 — — — 81 Exchange-related revenue 55 3 1 — 59 Co-branded credit card programs revenue 2 2 2 — 6 Other revenue 1 — — — 1 Total $ 356 $ 44 $ 23 $ 21 $ 444 Disaggregation of Net Revenues The table below presents a disaggregation of the Company’s net revenues from contracts with customers by major services and products for each of the Company’s segments (in millions): Year Ended December 31, 2023 2022 2021 Vacation Ownership Vacation ownership interest sales (a) $ 1,582 $ 1,484 $ 1,176 Property management fees and reimbursable revenues 814 763 691 Consumer financing 427 406 404 Fee-for-Service commissions 131 116 101 Ancillary revenues 87 66 51 Total Vacation Ownership 3,041 2,835 2,423 Travel and Membership Transaction revenues 499 519 503 Subscription revenues 183 184 176 Ancillary revenues 29 32 35 Total Travel and Membership 711 735 714 Corporate and other Ancillary revenues 5 — — Eliminations ( 7 ) ( 3 ) ( 3 ) Total Corporate and other ( 2 ) ( 3 ) ( 3 ) Net revenues $ 3,750 $ 3,567 $ 3,134 (a) The Company increased its loan loss allowance during 2020 due to an expected increase in net new defaults driven by higher unemployment associated with COVID-19 at that time. During 2021, the Company released a portion of its COVID-19 related allowance which is reflected as a $ 91 million increase to Vacation ownership interest sales on the Consolidated Statements of Income. 65 Table of Contents 4. Earnings Per Share The computations of basic and diluted earnings per share (“EPS”) are based on Net income attributable to Travel + Leisure Co. shareholders divided by the basic weighted average number of common shares and diluted weighted average number of common shares outstanding. The following table sets forth the computations of basic and diluted EPS (in millions, except per share data): Year Ended December 31, 2023 2022 2021 Net income from continuing operations attributable to Travel + Leisure Co. shareholders $ 391 $ 356 $ 313 Gain/(loss) on disposal of discontinued business attributable to Travel + Leisure Co. shareholders, net of income taxes 5 1 ( 5 ) Net income attributable to Travel + Leisure Co. shareholders $ 396 $ 357 $ 308 Basic earnings per share (a) Continuing operations $ 5.24 $ 4.27 $ 3.62 Discontinued operations 0.07 0.01 ( 0.06 ) $ 5.31 $ 4.28 $ 3.56 Diluted earnings per share (a) Continuing operations $ 5.21 $ 4.23 $ 3.58 Discontinued operations 0.07 0.01 ( 0.06 ) $ 5.28 $ 4.24 $ 3.52 Basic weighted average shares outstanding 74.5 83.4 86.5 RSUs (b) , PSUs (c) and NQs (d) 0.5 0.8 0.8 Diluted weighted average shares outstanding (e) 75.0 84.2 87.3 Dividends: Cash dividends per share (f) $ 1.80 $ 1.60 $ 1.25 Aggregate dividends paid to shareholders $ 136 $ 135 $ 109 (a) Earnings per share amounts are calculated using whole numbers. (b) Excludes 1.1 million, 0.7 million, and 0.4 million of restricted stock units (“RSUs”) that would have been anti-dilutive to EPS for the years 2023, 2022, and 2021. These shares could potentially dilute EPS in the future. (c) Excludes performance-vested restricted stock units (“PSUs”) of 0.7 million, 0.5 million, and 0.4 million for the years 2023, 2022, and 2021, as the Company had not met the required performance metrics. These PSUs could potentially dilute EPS in the future. (d) Excludes 2.3 million, 1.6 million, and 1.4 million of outstanding non-qualified stock options (“NQs”) that would have been anti-dilutive to EPS for the years 2023, 2022, and 2021. These outstanding NQs could potentially dilute EPS in the future. (e) The dilutive impact of the Company’s potential common stock is computed utilizing the treasury stock method using average market prices during the period. (f) The Company paid cash dividends of $ 0.45 per share for all four quarters of 2023 and $ 0.40 per share for all four quarters of 2022. The Company paid cash dividends of $ 0.30 per share during the first, second, and third quarters, and $ 0.35 per share for the fourth quarter of 2021. Share Repurchase Program Since the inception of the Company’s share repurchase program in August 2007 proceeds received from stock option exercises have increased the repurchase capacity by $ 81 million. As of December 31, 2023, the Company had $ 170 million of remaining availability under the program. The following table summarizes stock repurchase activity under the current share repurchase program (in millions): Shares Cost As of December 31, 2022 120.0 $ 6,104 Repurchases 7.8 307 As of December 31, 2023 127.8 $ 6,411 During 2022, the United States enacted the Inflation Reduction Act which became effective for the 2023 tax year. Among other provisions, this law imposes a 1% excise tax on stock buybacks. During the year ended December 31, 2023, the 66 Table of Contents Company recorded $ 3 million of excise tax related to share repurchases; which is included within Treasury stock on the Consolidated Balance Sheets. 5. Acquisitions Assets acquired and liabilities assumed in business combinations were recorded on the Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Consolidated Statements of Income since their respective dates of acquisition. For contract assets and contract liabilities with customers acquired in business combinations which occurred in 2022 or later, the Company recognized and measured those contracts as though it had entered into the agreement with the customer as of the same date as the acquiree. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price were based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final information, including appraisals and other analyses. Any revisions to the fair values during the measurement period will be recorded by the Company as further adjustments to the purchase price allocations. Although, in certain circumstances, the Company has substantially integrated the operations of its acquired businesses, additional future costs relating to such integration may occur. These costs may result from integrating operating systems, relocating employees, closing facilities, reducing duplicative efforts, and exiting and consolidating other activities. These costs will be recorded on the Consolidated Statements of Income as expenses. Playbook365. On January 3, 2023, the Company acquired the Playbook365 business, which is a youth and amateur sports management platform. This platform was integrated with Alliance Reservations Network’s (“ARN”) event lodging management platform to create an all-in-one solution in the youth sports market in order to broaden the products and services offered by ARN. Playbook365 was acquired for $ 13 million, comprised of $ 6 million of cash paid at closing and contingent consideration with a fair market value of $ 7 million, which can range to $ 24 million, based on the achievement of certain financial metrics. If these financial metrics are achieved, the Company would be required to make payments in the first quarter of 2025 and/or 2026. This transaction was accounted for as a business acquisition. As of December 31, 2023, the Company has recognized the assets and liabilities of Playbook365 based on estimates of their acquisition date fair values. The determination of the fair values of the acquired assets and assumed liabilities, including goodwill and other intangible assets, requires significant judgment. The purchase price allocation includes: (i) $ 5 million of developed software with a weighted average life of four years included within Property and equipment, net on the Consolidated Balance Sheets; (ii) $ 5 million of Goodwill; (iii) $ 3 million of definite-lived intangible assets with a weighted average life of four years primarily consisting of customer relationships included within Other intangibles, net on the Consolidated Balance Sheets; and (iv) $ 7 million of Accrued expenses and other liabilities. All of the goodwill and other intangible assets are expected to be deductible for income tax purposes. This business is included within the Travel and Membership segment. The Company completed purchase accounting for this transaction during the third quarter of 2023. Travel + Leisure. On January 5, 2021, the Company acquired the Travel + Leisure brand from Dotdash Meredith (formerly Meredith Corporation) for $ 100 million, $ 35 million of which was paid at closing and is reflected as cash used in Investing activities on the Consolidated Statements of Cash Flows. The Company made additional payments of $ 20 million, $ 20 million, and $ 15 million in 2021, 2022, and 2023. The majority of these payments were reflected as cash used in Financing activities on the Consolidated Statements of Cash Flows. The remaining $ 10 million payment is due in June 2024. This transaction was accounted for as an asset acquisition, with the full consideration allocated to the related trademark indefinite-lived intangible asset. The Company acquired the Travel + Leisure brand to accelerate its strategic plan to broaden its reach with the launch of new travel services, expand its membership travel business, and amplify the global visibility of its leisure travel products. Alliance Reservations Network . On August 7, 2019, the Company acquired all of the equity of Alliance Reservations Network. ARN is reported within the Travel and Membership segment and provides private-label travel booking technology solutions. This acquisition was undertaken for the purpose of accelerating growth at Travel and Membership by increasing the offerings available to its members and affiliates. ARN was acquired for $ 102 million ($ 97 million net of cash acquired). A portion of the fair value purchase consideration for this transaction was related to contingent consideration, which was reduced by $ 10 million during 2022 to reflect the fair value based on expected performance. This amount was included within Other income, net on the Consolidated Statements of Income. Other. During 2022, the Company completed a business acquisition at its Travel and Membership segment for $ 2 million. The purchase price allocations resulted in the recognition of (i) $ 1 million of definite lived intangibles with a weighted average life of seven years (ii) $ 1 million of goodwill; and (iii) $ 1 million of deferred other revenue. 67 Table of Contents 6. Discontinued Operations During 2018, the Company completed the spin-off of its hotel business (“Spin-off”) Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels”) and the sale of its European vacation rentals business. Prior to their classification as discontinued operations, the hotel business comprised the Hotel Group segment and the European vacation rentals business was part of the Travel and Membership segment. During 2023, the Company recognized a $ 5 million Gain on disposal of discontinued business, net of income taxes associated with the expiration of a guarantee associated with the sale of the European vacation rentals business. See Note 27— Transactions with Former Parent and Former Subsidiaries for additional information. During 2022, the Company had $ 5 million of Net cash used in investing activities from discontinued operations on the Consolidated Statements of Cash Flows which included $ 6 million related to the settlement of post-closing adjustment claims associated with the sale of the European vacation rentals business; partially offset by $ 1 million of tax refunds related to various pre-sale tax items included in Gain/(loss) on disposal of discontinued business, net of income taxes on the Consolidated Statements of Income. During 2021, the Company recognized a $ 5 million Loss on disposal of discontinued business, net of income taxes as a result of entering into a settlement agreement for post-closing adjustment claims related to the sale of the European vacation rentals business. See Note 27— Transactions with Former Parent and Former Subsidiaries for additional information. The Company does not expect to incur significant ongoing gains and/or losses for the aforementioned discontinued operations. 7. Intangible Assets Intangible assets consisted of (in millions): As of December 31, 2023 As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Unamortized Intangible Assets: Goodwill $ 962 $ 955 Trademarks (a) $ 144 $ 144 Amortized Intangible Assets: Customer lists (b) $ 76 $ 42 $ 34 $ 75 $ 37 $ 38 Management agreements (c) 50 39 11 50 35 15 Trademarks (d) 9 6 3 9 6 3 Other (e) 8 1 7 8 1 7 $ 143 $ 88 $ 55 $ 142 $ 79 $ 63 (a) Comprised of trademarks and trade names the Company has acquired that are expected to generate future cash flows for an indefinite period of time. During 2022, the Company recorded a $ 2 million trade name impairment at the Travel and Membership segment. (b) Amortized between 4 to 15 years with a weighted average life of 13 years. (c) Amortized between 5 to 25 years with a weighted average life of 17 years . (d) Amortized between 5 to 8 years with a weighted average life of 7 years. (e) Includes business contracts and noncompetition covenants, which are amortized between 3 to 69 years with a weighted average life of 57 years. Goodwill During the fourth quarters of 2023, 2022, and 2021, the Company performed its annual goodwill impairment test and determined no impairment existed as the fair value of goodwill at its reporting units was in excess of the carrying value. 68 Table of Contents The changes in the carrying amount of goodwill are as follows (in millions): Balance as of December 31, 2022 Goodwill Acquired During 2023 Foreign Exchange Balance as of December 31, 2023 Travel and Membership $ 928 $ 5 $ 2 $ 935 Vacation Ownership 27 — — 27 Total Company $ 955 $ 5 $ 2 $ 962 Amortizable Intangible Assets Amortization expense relating to amortizable intangible assets is included as a component of Depreciation and amortization on the Consolidated Statements of Income and was as follows (in millions): Year Ended December 31, 2023 2022 2021 Customer lists $ 6 $ 6 $ 6 Management agreements 4 1 3 Other — 2 — Total $ 10 $ 9 $ 9 Based on the Company’s amortizable intangible assets as of December 31, 2023, the Company expects related amortization expense for the next five years as follows (in millions): Amount 2024 $ 9 2025 9 2026 9 2027 7 2028 3 8. Income Taxes The income tax provision attributable to continuing operations consisted of the following (in millions): Year Ended December 31, 2023 2022 2021 Current Federal $ 53 $ 83 $ 111 State 7 23 27 Foreign 26 28 17 86 134 155 Deferred Federal — 2 ( 38 ) State 6 ( 6 ) ( 2 ) Foreign 2 — 1 8 ( 4 ) ( 39 ) Provision for income taxes $ 94 $ 130 $ 116 Pre-tax income for domestic and foreign operations attributable to continuing operations consisted of the following (in millions): Year Ended December 31, 2023 2022 2021 Domestic $ 315 $ 326 $ 314 Foreign 170 160 115 Income before income taxes $ 485 $ 486 $ 429 69 Table of Contents Deferred income tax assets and liabilities were comprised of the following (in millions): As of December 31, 2023 2022 Deferred income tax assets: Provision for doubtful accounts and loan loss allowance for vacation ownership contract receivables $ 182 $ 179 Other comprehensive income 82 78 Accrued liabilities and deferred income 74 76 Foreign tax credit carryforward 52 69 Net operating loss carryforward 25 33 Tax basis differences in assets of foreign subsidiaries 12 12 Other 96 88 Valuation allowance (a) ( 120 ) ( 151 ) Deferred income tax assets 403 384 Deferred income tax liabilities: Installment sales of vacation ownership interests 721 701 Depreciation and amortization 204 220 Other comprehensive income 61 57 Estimated VOI recoveries 51 47 Other 30 15 Deferred income tax liabilities 1,067 1,040 Net deferred income tax liabilities $ 664 $ 656 Reported in: Other assets $ 23 $ 23 Deferred income taxes 687 679 Net deferred income tax liabilities $ 664 $ 656 (a) The valuation allowance of $ 120 million at December 31, 2023, relates to foreign tax credits, net operating loss carryforwards, and certain deferred tax assets of $ 26 million, $ 16 million, and $ 78 million. The valuation allowance of $ 151 million at December 31, 2022, relates to foreign tax credits, net operating loss carryforwards, and certain deferred tax assets of $ 52 million, $ 20 million, and $ 79 million. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized. As of December 31, 2023, the Company’s net operating loss carryforwards primarily relate to state and foreign net operating losses of $ 13 million and $ 9 million. The state net operating losses are due to expire at various dates, but no later than 2043 for those that cannot be carried forward indefinitely. The majority of the foreign net operating losses can be carried forward indefinitely. As of December 31, 2023, the Company had $ 52 million of foreign tax credits. These foreign tax credits expire between the 2025 and 2033 tax years. The Company’s effective income tax rate differs from the U.S. federal statutory rate as follows: Year Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefits 2.6 2.4 4.5 Taxes on foreign operations at rates different than U.S. federal statutory rates ( 2.0 ) ( 2.0 ) ( 3.2 ) Taxes on foreign income, net of tax credits 2.5 3.1 3.5 Valuation allowance ( 5.4 ) ( 0.2 ) 1.8 Installment sale interest 0.8 1.1 1.3 Other ( 0.1 ) 1.3 ( 1.9 ) 19.4 % 26.7 % 27.0 % 70 Table of Contents The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions): Year Ended December 31, 2023 2022 2021 Beginning balance $ 25 $ 27 $ 26 Increases related to tax positions taken during a prior period — — 2 Increases related to tax positions taken during the current period 1 2 2 Decreases related to tax positions taken during a prior period ( 1 ) ( 3 ) — Decreases as a result of a lapse of the applicable statute of limitations ( 3 ) ( 1 ) ( 3 ) Ending balance $ 22 $ 25 $ 27 The gross amount of the unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate were $ 18 million, $ 20 million, and $ 22 million as of December 31, 2023, 2022, and 2021. The Company records potential penalties and interest as a component of Provision for income taxes on the Consolidated Statements of Income related to these unrecognized tax benefits. During 2023 penalties and interest decreased by less than $ 1 million. During 2022 penalties and interest decreased by $ 1 million. During 2021 penalties and interest increased by $ 1 million. The Company had a liability for potential penalties of $ 3 million as of December 31, 2023, and $ 4 million as of December 31, 2022 and 2021, and potential interest of $ 10 million, $ 10 million, and $ 11 million as of December 31, 2023, 2022, and 2021. Such liabilities are reported as a component of Accrued expenses and other liabilities on the Consolidated Balance Sheets. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $ 2 million within 12 months of the current reporting date due to the expiration of certain statutes of limitations. The Company does not expect other changes to the unrecognized tax benefits balance to be significant. The Company files U.S. federal and state, and foreign income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for years prior to 2020 and state and local income tax examinations prior to 2016. In significant foreign jurisdictions, generally years prior to 2015 are no longer subject to income tax examinations by their respective tax authorities. The Company asserts that substantially all undistributed foreign earnings will be reinvested indefinitely as of December 31, 2023. In the event the Company determines not to continue to assert that all or part of its undistributed foreign earnings are permanently reinvested, such a determina tion in the future could result in the accrual and payment of additional foreign withholding taxes, as well as U.S. taxes on currency transaction gains and losses, the determination of which is not practicable. The Company made cash income tax payments, net of refunds, of $ 144 million, $ 153 million, and $ 110 million during 2023, 2022, and 2021. Such payments exclude income tax related payments made to or refunded by the Company’s former parent Cendant Corporation (“Cendant”) and Wyndham Hotels. 9. Vacation Ownership Contract Receivables The Company generates VOCRs by extending financing to the purchasers of its VOIs. Vacation ownership contract receivables, net consisted of the following (in millions): As of December 31, 2023 2022 Vacation ownership contract receivables: Securitized (a) $ 2,291 $ 2,164 Non-securitized (b) 810 747 Vacation ownership contract receivables, gross 3,101 2,911 Less: allowance for loan losses 574 541 Vacation ownership contract receivables, net $ 2,527 $ 2,370 (a) Excludes $ 18 million and $ 17 million of accrued interest on VOCRs as of December 31, 2023 and 2022, which are included in Trade receivables, net on the Consolidated Balance Sheets. (b) Excludes $ 8 million and $ 7 million of accrued interest on VOCRs as of December 31, 2023 and 2022, which are included in Trade receivables, net on the Consolidated Balance Sheets. 71 Table of Contents Principal payments due on the Company’s VOCRs during each of the five years subsequent to December 31, 2023, and thereafter are as follows (in millions): Securitized Non - Securitized Total 2024 $ 217 $ 107 $ 324 2025 233 88 321 2026 247 94 341 2027 261 93 354 2028 266 80 346 Thereafter 1,067 348 1,415 $ 2,291 $ 810 $ 3,101 During 2023, 2022, and 2021, the Company’s securitized VOCRs generated interest income of $ 311 million, $ 292 million, and $ 304 million. Such interest income is included within Consumer financing revenue on the Consolidated Statements of Income. During 2023, 2022, and 2021, the Company had net VOCR originations of $ 1.43 billion, $ 1.14 billion, and $ 780 million and received principal collections of $ 924 million, $ 771 million, and $ 815 million. The weighted average interest rate on outstanding VOCRs was 14.7 %, 14.6 %, and 14.5 % during 2023, 2022, and 2021. The Company records the difference between VOCRs and the variable consideration included in the transaction price for the sale of the related VOIs as a provision for loan losses on VOCRs. The activity in the allowance for loan losses on VOCRs was as follows (in millions): Year Ended December 31, 2023 2022 2021 Allowance for loan losses beginning balance $ 541 $ 510 $ 693 Provision for loan losses, net (a) 348 302 129 Contract receivables write-offs, net ( 315 ) ( 271 ) ( 312 ) Allowance for loan losses ending balance $ 574 $ 541 $ 510 (a) Recorded as a reduction to Net revenue. The Company increased its allowance losses during 2020 due to an expected increase in net new defaults driven by current and projected unemployment rates associated with COVID-19 at that time. During 2021, the Company released a portion of its COVID-19 related allowance which is reflected as a $ 91 million increase to Vacation ownership interest sales and a $ 33 million increase to Cost of vacation ownership interests on the Consolidated Statements of Income. Credit Quality for Financed Receivables and the Allowance for Credit Losses The basis of the differentiation within the identified class of financed VOI contract receivables is the consumer’s Fair Isaac Corporation (“FICO”) score. A FICO score is a branded version of a consumer credit score widely used within the U.S. by the largest banks and lending institutions. FICO scores range from 300 to 850 and are calculated based on information obtained from one or more of the three major U.S. credit reporting agencies that compile and report on a consumer’s credit history. The Company updates its records for all active VOI contract receivables with a balance due on a rolling monthly basis to ensure that all VOI contract receivables are scored at least every six months. The Company groups all VOI contract receivables into five different categories: FICO scores ranging from 700 to 850, from 600 to 699, below 600, no score (primarily comprised of consumers for whom a score is not readily available, including consumers declining access to FICO scores and non-U.S. residents), and Asia Pacific (comprised of receivables in the Company’s Vacation Ownership Asia Pacific business for which scores are not available). 72 Table of Contents The following table details an aging analysis of financing receivables using the most recently updated FICO scores, based on the policy described above (in millions): As of December 31, 2023 700+ 600-699 <600 No Score Asia Pacific Total Current $ 1,835 $ 735 $ 120 $ 83 $ 183 $ 2,956 31 - 60 days 22 28 13 2 1 66 61 - 90 days 12 16 10 1 — 39 91 - 120 days 10 16 12 2 — 40 Total $ 1,879 $ 795 $ 155 $ 88 $ 184 $ 3,101 As of December 31, 2022 700+ 600-699 <600 No Score Asia Pacific Total Current $ 1,674 $ 700 $ 93 $ 142 $ 143 $ 2,752 31 - 60 days 24 32 11 5 1 73 61 - 90 days 16 20 7 2 — 45 91 - 120 days 12 17 10 2 — 41 Total $ 1,726 $ 769 $ 121 $ 151 $ 144 $ 2,911 The Company ceases to accrue interest on VOI contract receivables once the contract has remained delinquent for greater than 90 days and reverses all of the associated accrued interest recognized to date against interest income included within Consumer financing revenue on the Consolidated Statements of Income. At greater than 120 days, the VOI contract receivable is written off to the allowance for loan losses. In accordance with its policy, the Company assesses the allowance for loan losses using a static pool methodology and thus does not assess individual loans for impairment. The following tables detail the year of origination of financing receivables using the most recently updated FICO scores, based on the policy described above (in millions): As of December 31, 2023 700+ 600-699 <600 No Score Asia Pacific Total 2023 $ 850 $ 292 $ 27 $ 33 $ 107 $ 1,309 2022 407 202 46 14 18 687 2021 172 90 27 4 12 305 2020 86 39 10 4 10 149 2019 131 65 18 11 13 238 Prior 233 107 27 22 24 413 Total $ 1,879 $ 795 $ 155 $ 88 $ 184 $ 3,101 As of December 31, 2022 700+ 600-699 <600 No Score Asia Pacific Total 2022 $ 745 $ 291 $ 19 $ 87 $ 52 $ 1,194 2021 275 149 30 8 19 481 2020 134 60 12 5 15 226 2019 198 97 23 16 21 355 2018 162 74 16 13 14 279 Prior 212 98 21 22 23 376 Total $ 1,726 $ 769 $ 121 $ 151 $ 144 $ 2,911 The table below represents the gross write-offs of financing receivables by year of origination (in millions): Year Ended December 31, 2023 2023 $ 40 2022 140 2021 48 2020 18 2019 27 Prior 42 Total $ 315 73 Table of Contents 10. Inventory Inventory consisted of the following (in millions): As of December 31, 2023 2022 Completed VOI inventory $ 899 $ 982 Estimated VOI recoveries 207 192 Land held for VOI development 20 1 VOI construction in process 5 14 Vacation exchange credits and other 4 4 Total inventory $ 1,135 $ 1,193 As VOI inventory is completed it is transferred into property and equipment until such units are registered and made available for sale. Once registered and available for sale, the units are then transferred back into completed inventory. The Company had net transfers of VOI inventory to property and equipment of $ 16 million and $ 19 million during 2023 and 2022. Inventory Obligations The Company has entered into inventory sale transactions with third-party developers for which the Company has conditional rights and obligations to repurchase the completed properties from the developers subject to the properties conforming to the Company’s vacation ownership resort standards and provided that the third-party developers have not sold the properties to another party. Under the sale of real estate accounting guidance, the conditional rights and obligations of the Company constitute continuing involvement and thus the Company was unable to account for these transactions as a sale. The following table summarizes the activity related to the Company’s inventory obligations (in millions): Atlanta (a) Las Vegas (b) Other (c) Total December 31, 2021 $ — $ 13 $ 1 $ 14 Purchases 67 52 56 175 Payments ( 67 ) ( 35 ) ( 50 ) ( 152 ) December 31, 2022 — 30 7 37 Purchases — — 80 80 Payments — ( 30 ) ( 79 ) ( 109 ) December 31, 2023 $ — $ — $ 8 $ 8 (a) Represents vacation ownership inventory and property and equipment in Atlanta, Georgia, acquired from a third-party developer. (b) Included in Accrued expenses and other liabilities on the Consolidated Balance Sheets. (c) Included in Accounts payable on the Consolidated Balance Sheets. 11. Property and Equipment Property and equipment, net consisted of the following (in millions): As of December 31, 2023 2022 Capitalized software $ 756 $ 724 Building and leasehold improvements (a) 665 671 Furniture, fixtures and equipment 168 192 Finance leases 41 27 Land 28 30 Construction in progress 24 8 Total property and equipment 1,682 1,652 Less: accumulated depreciation and amortization 1,027 994 Property and equipment, net $ 655 $ 658 (a) Includes $ 256 million and $ 242 million of unregistered VOI inventory as of December 31, 2023 and 2022. 74 Table of Contents During 2023, 2022, and 2021, the Company recorded depreciation and amortization expense of $ 102 million, $ 110 million, and $ 115 million related to property and equipment. As of December 31, 2023 and 2022, the Company had accrued capital expenditures of $ 5 million and $ 4 million. 12. Leases The Company leases property and equipment under finance and operating leases for its corporate headquarters, administrative functions, marketing and sales offices, and various other facilities and equipment. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of its leases include rental escalation clauses, lease incentives, renewal options and/or termination options that are factored into the Company’s determination of lease payments. The Company elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company also made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments on a straight-line basis over the lease term in the Consolidated Statements of Income. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to 20 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within one year . The table below presents information related to the lease costs for finance and operating leases (in millions): Year Ended December 31, 2023 2022 2021 Operating lease cost $ 21 $ 23 $ 22 Short-term lease cost $ 13 $ 13 $ 13 Finance lease cost: Amortization of right-of-use assets $ 8 $ 5 $ 4 Interest on lease liabilities 1 1 — Total finance lease cost $ 9 $ 6 $ 4 The table below presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: As of December 31, Balance Sheet Classification 2023 2022 Operating Leases (in millions): Operating lease right-of-use assets Other assets $ 46 $ 62 Operating lease liabilities Accrued expenses and other liabilities $ 87 $ 111 Finance Leases (in millions): Finance lease assets (a) Property and equipment, net $ 21 $ 12 Finance lease liabilities Debt $ 20 $ 11 Weighted Average Remaining Lease Term: Operating leases 5.1 years 5.6 years Finance leases 2.8 years 2.7 years Weighted Average Discount Rate: Operating leases (b) 6.0 % 5.9 % Finance leases 6.6 % 5.4 % (a) Presented net of accumulated depreciation. (b) Upon adoption of the lease standard, discount rates used for existing leases were established at January 1, 2019. 75 Table of Contents The table below presents supplemental cash flow information related to leases (in millions): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 32 $ 32 $ 36 Operating cash outflows from finance leases $ 1 $ 1 $ — Financing cash outflows from finance leases $ 9 $ 6 $ 4 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 3 $ 2 $ 7 Finance leases $ 16 $ 8 $ 6 The table below presents maturities of lease liabilities as of December 31, 2023 (in millions): Operating Leases Finance Leases 2024 $ 29 $ 9 2025 24 8 2026 14 4 2027 13 1 2028 10 — Thereafter 11 — Total minimum lease payments 101 22 Less: amount of lease payments representing interest ( 14 ) ( 2 ) Present value of future minimum lease payments $ 87 $ 20 13. Other Assets Other assets consisted of the following (in millions): As of December 31, 2023 2022 Non-trade receivables, net $ 84 $ 65 Deferred costs 58 49 Tax receivables 52 3 Capitalized contract costs (a) 51 42 Right-of-use assets 46 62 Deferred tax asset 23 23 Investments 19 18 Held-for-sale 18 11 Marketable securities 14 12 Derivatives contract assets 11 12 Deposits 10 22 Other 8 5 $ 394 $ 324 (a) Includes certain direct and incremental selling costs in connection with VOI trial package, incentive, subscription, and exchange–related revenues. See Note 3— Revenue Recognition for additional details. 76 Table of Contents 14. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in millions): As of December 31, 2023 2022 Accrued payroll and related costs $ 197 $ 214 Lease liabilities (a) 87 111 Accrued taxes 65 80 Guarantees 62 68 Accrued interest 55 52 Payables associated with separation and sale of business activities 49 41 Resort related obligations 48 45 Accrued advertising and marketing 35 38 Restructuring liabilities (b) 33 26 Accrued VOI maintenance fees 20 21 Accrued legal and professional fees 20 21 Deferred consideration (c) 17 24 Funds on deposit 17 7 Customer advances 12 12 Derivative contract liabilities 10 13 Accrued legal settlements 7 3 Inventory sale obligation (d) — 30 Accrued other 73 70 $ 807 $ 876 (a) See Note 12— Leases for details. (b) See Note 26— Restructuring for details. (c) See Note 5— Acquisitions for details. (d) See Note 10— Inventory for details. 15. Debt The Company’s indebtedness consisted of the following (in millions): As of December 31, 2023 2022 Non-recourse vacation ownership debt : (a) Term notes (b) $ 1,707 $ 1,545 USD bank conduit facility (due September 2025) (c) 261 321 AUD/NZD bank conduit facility (due December 2024) (d) 103 107 Total $ 2,071 $ 1,973 Debt : (e) $1.0 billion secured revolving credit facility (due October 2026) (f) $ — $ — $300 million 2018 secured term loan B (due May 2025) (g) 284 286 $598 million 2023 secured incremental term loan B (due December 2029) (h) 583 288 $400 million 3.90% secured notes (due March 2023) (i) — 400 $300 million 5.65% secured notes (due April 2024) 300 299 $350 million 6.60% secured notes (due October 2025) (j) 348 346 $650 million 6.625% secured notes (due July 2026) 646 645 $400 million 6.00% secured notes (due April 2027) (k) 404 406 $650 million 4.50% secured notes (due December 2029) 643 642 $350 million 4.625% secured notes (due March 2030) 347 346 Finance leases 20 11 Total $ 3,575 $ 3,669 (a) Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities, the creditors of which have no recourse to the Company for principal and interest. These outstanding borrowings (which legally are not liabilities of the Company) are collateralized by $ 2.42 77 Table of Contents billion and $ 2.29 billion of underlying gross VOCRs and related assets (which legally are not assets of the Company) as of December 31, 2023 and 2022. (b) The carrying amounts of the term notes are net of deferred financing costs of $ 22 million and $ 18 million as of December 31, 2023 and 2022. (c) The Company has a borrowing capacity of $ 600 million under the USD bank conduit facility through September 2025. Borrowings under this facility are required to be repaid as the collateralized receivables amortize but no later than October 2026. (d) The Company has a borrowing capacity of 200 million Australian dollars (“AUD”) and 25 million New Zealand dollars (“NZD”) under the AUD/NZD bank conduit facility through December 2024. Borrowings under this facility are required to be repaid no later than January 2027. (e) The carrying amounts of the secured notes and term loan are net of unamortized discounts of $ 20 million and $ 23 million as of December 31, 2023 and 2022, and net of unamortized debt financing costs of $ 12 million and $ 10 million as of December 31, 2023 and 2022. (f) The weighted average effective interest rate on borrowings from this facility was 7.47 % and 7.53 % as of December 31, 2023 and 2022. (g) The weighted average effective interest rate on borrowings from this facility was 7.49 % and 4.01 % as of December 31, 2023 and 2022. (h) The weighted average effective interest rate on borrowings from this facility was 9.25 % and 8.24 % as of December 31, 2023 and 2022. (i) Includes less than $ 1 million of unamortized gains from the settlement of a derivative as of December 31, 2022. (j) Includes $ 2 million and $ 3 million of unamortized losses from the settlement of a derivative as of December 31, 2023 and 2022. (k) Includes $ 6 million and $ 7 million of unamortized gains from the settlement of a derivative as of December 31, 2023 and 2022. Maturities and Capacity The Company’s outstanding indebtedness as of December 31, 2023, matures as follows (in millions): Non-recourse Vacation Ownership Debt (a) Debt Total Within 1 year $ 220 $ 317 $ 537 Between 1 and 2 years 444 641 1,085 Between 2 and 3 years 210 656 866 Between 3 and 4 years 289 411 700 Between 4 and 5 years 359 6 365 Thereafter 549 1,544 2,093 $ 2,071 $ 3,575 $ 5,646 (a) Required principal payments on the non-recourse vacation ownership debt are based on the contractual repayment terms of the underlying VOCRs. Actual maturities may differ as a result of prepayments by the VOCR obligors. As of December 31, 2023, the available capacity under the Company’s borrowing arrangements was as follows (in millions): Non-recourse Conduit Facilities (a) Revolving Credit Facilities (b) Total capacity $ 752 $ 1,000 Less: outstanding borrowings 364 — Less: letters of credit — 2 Available capacity $ 388 $ 998 (a) Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacity of these facilities is subject to the Company’s ability to provide additional assets to collateralize additional non-recourse borrowings. (b) Consists of the Company’s $ 1.0 billion secured revolving credit facility. Non-recourse Vacation Ownership Debt As discussed in Note 16— Variable Interest Entities , the Company issues debt through the securitization of VOCRs. Sierra Timeshare 2023-1 Receivables Funding, LLC. On April 5, 2023, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2023-1 Receivables Funding LLC, with an initial principal amount of $ 250 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 6.33 %. The advance rate for this transaction was 91.25 %. As of December 31, 2023, the Company had $ 163 million of outstanding borrowings under these term notes, net of debt issuance costs. Sierra Timeshare 2023-2 Receivables Funding LLC. On July 20, 2023, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2023-2 Receivables Funding LLC, with an initial principal amount of $ 300 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 6.72 %. The advance rate for this 78 Table of Contents transaction was 91.70 %. As of December 31, 2023, the Company had $ 233 million of outstanding borrowings under these term notes, net of debt issuance costs. Sierra Timeshare 2023-3 Receivables Funding LLC. On October 19, 2023, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2023-3 Receivables Funding LLC, with an initial principal amount of $ 300 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 6.78 %. The advance rate for this transaction was 91.75 %. As of December 31, 2023, the Company had $ 269 million of outstanding borrowings under these term notes, net of debt issuance costs. Premium Yield Facility 2023-A LLC. On December 20, 2023, the Company closed on a private term securitization transaction with an initial principal amount of $ 238 million. The transaction is secured by VOCRs and includes $ 34 million in receivables rolled from the Company’s 2018-A Premium Yield Facility, which the Company called on December 15, 2023. The advance rate for this transaction was 80.0 % and the borrowings bear interest at a coupon rate of 6.51 %. As of December 31, 2023, the Company had $ 236 million of outstanding borrowings under this facility, net of debt issuance costs. Term Notes. In addition to the 2023 term notes described above, as of December 31, 2023, the Company had $ 806 million of outstanding non-recourse borrowings, net of debt issuance costs, under term notes entered into prior to December 31, 2022. The Company’s non-recourse term notes include fixed rate term notes for which the weighted average interest rate was 5.6 %, 4.2 %, and 3.9 % during 2023, 2022, and 2021. USD bank conduit facility . On September 26, 2023, the Company renewed its $ 600 million USD timeshare receivables conduit facility, extending the end of the commitment period from July 2024 to September 2025 and making certain other amendments, including to the advance rate. The facility bears interest based on a mixture of variable commercial paper rates plus a spread or the Daily Simple Secured Overnight Financing Rate (“SOFR”), plus a spread. Borrowings under this facility are required to be repaid as the collateralized receivables amortize, but no later than October 2026. As of December 31, 2023, the Company had $ 261 million of outstanding borrowings under this facility. AUD/NZD bank conduit facility. The Company has a non-recourse AUD/NZD timeshare receivables conduit facility, with a total capacity of A$ 200 million and NZ$ 25 million. The facility is secured by VOCRs and bears interest at variable rates based on the Bank Bill Swap Bid Rate plus 2.0 %. Borrowings under this facility are required to be repaid no later than January 2027. As of December 31, 2023, the Company had $ 103 million of outstanding borrowings under this facility. As of December 31, 2023, the Company’s non-recourse vacation ownership debt of $ 2.07 billion was collateralized by $ 2.42 billion of underlying gross VOCRs and related assets. Additional usage of the Company’s non-recourse bank conduit facilities is subject to the Company’s ability to provide additional assets to collateralize such facilities. The combined weighted average interest rate on the Company’s total non-recourse vacation ownership debt was 5.9 %, 4.2 %, and 4.0 % during 2023, 2022, and 2021. Debt $1.0 billion Revolving Credit Facility and $300 million 2018 Term Loan B due May 2025. The Company has a credit agreement with Bank of America, N.A. as administrative agent and collateral agent. The agreement provides for senior secured credit facilities in the amount of $ 1.3 billion, consisting of the secured 2018 Term Loan B of $ 300 million maturing in 2025 and a secured revolving facility of $ 1.0 billion maturing in 2026. On March 30, 2023, the Company entered into the fourth amendment to the credit agreement governing its revolving credit facility and term loan B facilities. Through this amendment the Company exercised its early opt-in election to change the benchmark rate on the revolving credit facility and 2018 Term Loan B facility due May 2025 from the USD London Interbank Offered Rate (“LIBOR”) to SOFR. This change became effective on March 31, 2023, for both new borrowings and rollovers of then existing USD LIBOR based borrowings (except Base Rate borrowings) and eliminated the Company’s exposure to LIBOR. As of December 31, 2023, the Company’s interest rate per annum applicable to the 2018 Term Loan B Facility is equal to, at the Company’s option, either a base rate plus a margin of 1.25 % or the SOFR plus a margin of 2.25 %. The interest rate per annum applicable to borrowings under the revolving credit facility is equal to, at the Company’s option, either a base rate plus a margin ranging from 0.75 % to 1.25 % or SOFR plus a margin ranging from 1.75 % to 2.25 %, in either case based upon the first-lien leverage ratio of Travel + Leisure Co. and its restricted subsidiaries. The SOFR rate with respect to either the term loan B facilities or the revolving credit facility borrowings are subject to a floor of 0.50 %. The Company is also subject to a commitment fee for the unused portion of its revolving credit facility. This fee is based upon the first-lien leverage ratio and ranges from 0.25 % to 0.35 % per annum of the unused balance. 79 Table of Contents As of December 31, 2023, the security agreement that exists in connection with the credit agreement names Bank of America N.A. as collateral agent on behalf of the secured parties (as defined in the security agreement), and has been in force since May 31, 2018. The security agreement grants a security interest in the collateral of the Company (as defined in the security agreement) and includes the holders of Travel + Leisure Co.'s outstanding secured notes, as “secured parties.” These note holders share equally and ratably in the collateral (as defined in the security agreement) owned by the Company for so long as the indebtedness under the credit agreement is secured by such collateral. $598 million 2023 Incremental Term Loan B due December 2029. On December 20, 2023, the Company amended the credit agreement governing its revolving credit facility and term loan B facilities (“Fifth Amendment”). The Fifth Amendment refinanced $ 298 million of outstanding borrowings under the 2022 Incremental Term Loan B facility and included additional borrowings of $ 300 million. The Company expects to use net proceeds from the 2023 Incremental Term Loan B facility, together with available cash on hand and revolving credit facility borrowings to repay its outstanding $ 300 million 5.65 % secured notes due April 2024 and pay related fees and expenses. The 2023 Incremental Term Loan B facility matures on December 14, 2029, and is priced at SOFR plus 3.25 % plus a 0.10 % SOFR Adjustment, which is 75 basis points lower than the 2022 Incremental Term Loan B facility. $ 298 million of the borrowings under the 2022 Incremental Term Loan B facility is priced at par, while the additional $ 300 million was subject to an original issue discount of 99.75 %. The floor rate remains at 0.50 % for Term SOFR borrowings. The 2023 Incremental Term Loan B facility amortizes in equal quarterly installments of 0.25 % of the initial principal amount, starting with the first quarter of 2024. Proceeds from the Fifth Amendment for the facility were $ 290 million, which were net of the debt discount, arrangement fees, and unpaid interest through the date of the amendment. Debt discount and deferred financing costs were collectively $ 5 million, which will be amortized over the life of the notes. Secured Notes. The interest rates increased for certain of the outstanding secured notes that were impacted by rating agency downgrades of the Company’s corporate notes. Pursuant to the terms of the indentures governing such rating sensitive series of notes, the interest rate on each such series of notes may be subject to future increases or decreases, as a result of future downgrades or upgrades to the credit ratings of such notes by Standard & Poor’s Rating Services (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”), or a substitute rating agency. Since issuance, the interest rates on the impacted notes have increased 150 basis points as of December 31, 2023, with a maximum potential for additional increase of 50 basis points. As of December 31, 2023, the Company had $ 2.69 billion of outstanding secured notes issued prior to December 31, 2022. Interest on these notes is payable semi-annually in arrears. The notes are redeemable at the Company’s option at a redemption price equal to the greater of (i) the sum of the principal being redeemed, and (ii) a “make-whole” price specified in the indenture of the notes, plus, in each case, accrued and unpaid interest. These notes rank equally in right of payment with all of the Company’s other secured indebtedness. Deferred Financing Costs The Company classifies debt issuance costs related to its revolving credit facilities and the bank conduit facilities within Other assets on the Consolidated Balance Sheets. Such costs were $ 8 million and $ 9 million as of December 31, 2023 and 2022. Debt Covenants 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 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 interest coverage ratio is calculated by dividing consolidated EBITDA (as defined in the credit agreement) by consolidated interest expense (as defined in the credit agreement), both as measured on a trailing 12-month basis preceding the measurement date. The first lien leverage ratio is calculated by dividing consolidated first lien debt (as defined in the credit agreement) as of the measurement date by consolidated EBITDA (as defined in the credit agreement) as measured on a trailing 12-month basis preceding the measurement date. As of December 31, 2023, the Company’s interest coverage ratio was 4.23 to 1.0 and the first lien leverage ratio was 3.40 to 1.0. 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, 2023, the Company was in compliance with the financial covenants described above. Each of the Company’s non-recourse securitized term notes, and the bank conduit facilities contain various triggers relating to the performance of the applicable loan pools. If the VOCR pool that collateralizes one of the Company’s securitization notes fails to perform within the parameters established by the contractual triggers (such as higher default or delinquency 80 Table of Contents rates), there are provisions pursuant to which the cash flows for that pool will be maintained in the securitization as extra collateral for the note holders or applied to accelerate the repayment of outstanding principal to the note holders. As of December 31, 2023, all of the Company’s securitized loan pools were in compliance with applicable contractual triggers. Interest Expense The Company incurred interest expense of $ 251 million, $ 195 million, and $ 198 million during 2023, 2022, and 2021 excluding interest expense associated with non-recourse vacation ownership debt. These amounts include offsets of less than $ 1 million, $ 1 million, and less than $ 1 million of capitalized interest during 2023, 2022, and 2021. Cash paid related to such interest was $ 239 million, $ 189 million, and $ 207 million during 2023, 2022, and 2021. Interest expense incurred in connection with the Company’s non-recourse vacation ownership debt was $ 112 million, $ 79 million, and $ 81 million during 2023, 2022, and 2021, and is reported within Consumer financing interest on the Consolidated Statements of Income. Cash paid related to such interest was $ 82 million, $ 51 million, and $ 56 million during 2023, 2022, and 2021. 16. Variable Interest Entities The Company analyzes its variable interests, including loans, guarantees, interests in special purpose entities (“SPEs”), and equity investments, to determine if an entity in which the Company has a variable interest is a VIE. If the entity is deemed to be a VIE, the Company consolidates those VIEs for which the Company is the primary beneficiary. Vacation Ownership Contract Receivables Securitizations The Company pools qualifying VOCRs and sells them to bankruptcy-remote entities. VOCRs qualify for securitization based primarily on the credit strength of the VOI purchaser to whom financing has been extended. VOCRs are securitized through bankruptcy-remote SPEs that are consolidated within the Company’s Consolidated Financial Statements. As a result, the Company does not recognize gains or losses resulting from these securitizations at the time of sale to the SPEs. Interest income is recognized when earned over the contractual life of the VOCRs. The Company services the securitized VOCRs pursuant to servicing agreements negotiated on an arm’s-length basis based on market conditions. The activities of these SPEs are limited to (i) purchasing VOCRs from the Company’s vacation ownership subsidiaries, (ii) issuing debt securities and/or borrowing under a conduit facility to fund such purchases, and (iii) entering into derivatives to hedge interest rate exposure. The bankruptcy-remote SPEs are legally separate from the Company. The receivables held by the bankruptcy-remote SPEs are not available to creditors of the Company and legally are not assets of the Company. Additionally, the non-recourse debt that is securitized through the SPEs is legally not a liability of the Company and thus, the creditors of these SPEs have no recourse to the Company for principal and interest. The assets and liabilities of these vacation ownership SPEs are as follows (in millions): As of December 31, 2023 2022 Securitized contract receivables, gross (a) $ 2,291 $ 2,164 Securitized restricted cash (b) 96 83 Interest receivables on securitized contract receivables (c) 18 17 Other assets (d) 13 25 Total SPE assets 2,418 2,289 Non-recourse term notes (e)(f) 1,707 1,545 Non-recourse conduit facilities (e) 364 428 Other liabilities (g) 4 5 Total SPE liabilities 2,075 1,978 SPE assets in excess of SPE liabilities $ 343 $ 311 (a) Included in Vacation ownership contract receivables, net on the Consolidated Balance Sheets. (b) Included in Restricted cash on the Consolidated Balance Sheets. (c) Included in Trade receivables, net on the Consolidated Balance Sheets. (d) Primarily includes deferred financing costs for the bank conduit facilities and a security investment asset, which is included in Other assets on the Consolidated Balance Sheets. (e) Included in Non-recourse vacation ownership debt on the Consolidated Balance Sheets. (f) Includes deferred financing costs of $ 22 million and $ 18 million as of December 31, 2023 and 2022, related to non-recourse debt. (g) Primarily includes accrued interest on non-recourse debt, which is included in Accrued expenses and other liabilities on the Consolidated Balance Sheets. 81 Table of Contents In addition, the Company has VOCRs that have not been securitized through bankruptcy-remote SPEs. Such gross receivables were $ 810 million and $ 747 million as of December 31, 2023 and 2022. A summary of total vacation ownership receivables and other securitized assets, net of securitized liabilities and the allowance for loan losses, is as follows (in millions): As of December 31, 2023 2022 SPE assets in excess of SPE liabilities $ 343 $ 311 Non-securitized contract receivables 810 747 Less: allowance for loan losses 574 541 Total, net $ 579 $ 517 17. Fair Value The Company measures its financial assets and liabilities at fair value on a recurring basis and utilizes the fair value hierarchy to determine such fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable. Level 3: Unobservable inputs used when little or no market data is available. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company’s derivative instruments currently consist of interest rate caps and foreign exchange forward contracts. See Note 18— Financial Instruments for additional details. As of December 31, 2023, the Company had foreign exchange forward contracts resulting in $ 1 million of assets which are included within Other assets and less than $ 1 million of liabilities which are included in Accrued expenses and other liabilities on the Consolidated Balance Sheets. On a recurring basis, such assets and liabilities are remeasured at estimated fair value (all of which are Level 2) and thus are equal to the carrying value. The impact of interest rate caps was immaterial as of December 31, 2023 and 2022. For assets and liabilities that are measured using quoted prices in active markets, the fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using other significant observable inputs are valued by reference to similar assets and liabilities. For these items, a significant portion of fair value is derived by reference to quoted prices of similar assets and liabilities in active markets. For assets and liabilities that are measured using significant unobservable inputs, fair value is primarily derived using a fair value model, such as a discounted cash flow model. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. 82 Table of Contents The carrying amounts and estimated fair values of the Company’s other financial instruments were as follows (in millions): December 31, 2023 December 31, 2022 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets Vacation ownership contract receivables, net (Level 3) $ 2,527 $ 2,829 $ 2,370 $ 2,639 Liabilities Debt (Level 2) $ 5,646 $ 5,541 $ 5,642 $ 5,356 The Company estimates the fair value of its VOCRs using a discounted cash flow model which it believes is comparable to the model that an independent third-party would use in the current market. The model uses Level 3 inputs consisting of default rates, prepayment rates, coupon rates, and loan terms for the contract receivables portfolio as key drivers of risk and relative value that, when applied in combination with pricing parameters, determines the fair value of the underlying contract receivables. The Company estimates the fair value of its non-recourse vacation ownership debt by obtaining Level 2 inputs comprised of indicative bids from investment banks that actively issue and facilitate the secondary market for timeshare securities. The Company estimates the fair value of its debt, excluding finance leases, using Level 2 inputs based on indicative bids from investment banks and determines the fair value of its secured notes using quoted market prices (such secured notes are not actively traded). 18. Financial Instruments The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how the change in fair value of the derivative instrument will be reflected on the Consolidated Financial Statements. A derivative qualifies for hedge accounting if, at inception, the derivative is expected to be highly effective in offsetting the underlying hedged cash flows or fair value, and the hedge documentation standards are fulfilled at the time the Company enters into the derivative contract. A hedge is designated as a cash flow hedge based on the exposure being hedged. The asset or liability value of the derivative will change in tandem with its fair value. Changes in fair value for qualifying cash flow hedges, are recorded in Accumulated other comprehensive loss (“AOCL”). The derivative’s gain or loss is released from AOCL to match the timing of the underlying hedged cash flows. A hedge is designated as a fair value hedge when the derivative is used to manage an exposure to changes in the fair value of a recognized asset or liability. For fair value hedges, the portion of the gain or loss on the derivative instrument designated as a fair value hedge will be recognized in earnings. The Company concurrently records changes in the value of the hedged asset or liability via a basis adjustment to the hedged item. These two changes in fair value offset one another in whole or in part and are reported in the same statement of income line item as the hedged risk. The Company reviews the effectiveness of its hedging instruments on an ongoing basis and discontinues hedge accounting for any hedge that it no longer considers to be highly effective. The Company recognizes changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period earnings. Upon termination of cash flow hedges, the Company releases gains and losses from AOCL based on the timing of the underlying cash flows, unless the termination results from the failure of the intended transaction to occur in the expected time frame. Such untimely transactions require the Company to immediately recognize in earnings gains and losses previously recorded in AOCL. Changes in interest rates and foreign exchange rates expose the Company to market risk. The Company periodically uses cash flow and fair value hedges as part of its overall strategy to manage its exposure to market risks associated with fluctuations in interest rates and foreign currency exchange rates. As a matter of policy, the Company only enters into transactions that it believes will be highly effective at offsetting the underlying risk and it does not use derivatives for trading or speculative purposes. The Company uses the following derivative instruments to mitigate its foreign currency exchange rate and interest rate risks: Foreign Currency Risk The Company has foreign currency rate exposure to exchange rate fluctuations worldwide with particular exposure to the Euro, British pound sterling, Australian and Canadian dollars, and Mexican peso. The Company uses freestanding foreign currency forward contracts to manage a portion of its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables, payables, and forecasted earnings of foreign subsidiaries. Additionally, the Company has used foreign currency forward contracts designated as cash flow hedges to manage a portion of its 83 Table of Contents exposure to changes in forecasted foreign currency denominated vendor payments. As of December 31, 2023, the Company had no gains or losses relating to contracts designated as cash flow hedges included in AOCL. Interest Rate Risk A portion of the debt used to finance the Company’s operations is exposed to interest rate fluctuations. The Company periodically uses financial derivatives to strategically adjust its mix of fixed to floating rate debt. The derivative instruments utilized include interest rate swaps which convert fixed-rate debt into variable-rate debt (i.e. fair value hedges) and interest rate caps (undesignated hedges) to manage the overall interest cost. For relationships designated as fair value hedges, changes in fair value of the derivatives are recorded in income, with offsetting adjustments to the carrying amount of the hedged debt. As of December 31, 2023, the Company had no interest rate derivatives designated as fair value or cash flow hedges. There were no losses on derivatives recognized in AOCL for the years ended December 31, 2023, 2022, or 2021. The following table summarizes information regarding the gains recognized in income on the Company’s freestanding derivatives (in millions): Year Ended December 31, 2023 2022 2021 Non-designated hedging instruments Foreign exchange contracts (a) $ 1 $ — $ 1 (a) Included within Operating expenses on the Consolidated Statements of Income, which is primarily offset by changes in the value of the underlying assets and liabilities. Credit Risk and Exposure The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. As of December 31, 2023, there were no significant concentrations of credit risk with any individual counterparty or groups of counterparties. With the exception of the financing provided to customers of its vacation ownership businesses, the Company does not normally require collateral or other security to support credit sales. Market Risk The Company is subject to risks relating to the geographic concentrations of (i) areas in which the Company is currently developing and selling vacation ownership properties, (ii) sales offices in certain vacation areas, and (iii) customers of the Company’s Vacation Ownership business, which in each case, may result in the Company’s results of operations being more sensitive to local and regional economic conditions and other factors, including competition, extreme weather conditions and other natural disasters, and economic downturns, than the Company’s results of operations would be, absent such geographic concentrations. Local and regional economic conditions and other factors may differ materially from prevailing conditions in other parts of the world. Nevada, Florida, and California are examples of areas with concentrations of sales offices. For the year ended December 31, 2023, the Company generated 14 %, 14 %, and 11 % of its VOI sales revenues in sales offices located in Nevada, Florida, and California. Additionally, residents who live in California represent 17 % of the Company’s outstanding VOCRs portfolio. Included within the Consolidated Statements of Income are net revenues generated in the state of Florida of 15 % during 2023, 2022, and 2021; net revenues generated in California of 10 %, 9 %, and 10 %; and net revenues generated in Nevada of 10 %, 11 %, and 10 % during these periods. 84 Table of Contents 19. Commitments and Contingencies COMMITMENTS Leases The Company is committed to making finance and operating lease payments covering various facilities and equipment. Total future minimum lease obligations are $ 123 million, including finance leases, operating leases, leases signed but not yet commenced, and leases with a lease term of less than 12 months. See Note 12— Leases for additional detail. Purchase Commitments In the normal course of business, the Company makes various commitments to purchase goods or services from specific suppliers, including those related to vacation ownership resort development and other capital expenditures. Purchase commitments made by the Company as of December 31, 2023, aggregated to $ 748 million, of which $ 533 million were for marketing-related activities and $ 133 million were for information technology activities. Letters of Credit As of December 31, 2023, the Company had $ 47 million of irrevocable standby letters of credit outstanding, of which $ 2 million were under its revolving credit facilities. As of December 31, 2022, the Company had $ 34 million of irrevocable standby letters of credit outstanding, none of which were under its revolving credit facilities. The letters of credit issued during 2023 and 2022 also supported the securitization of VOCR fundings, certain insurance policies, and development activity at the Company’s Vacation Ownership segment. Surety Bonds A portion of the Company’s vacation ownership sales and developments are supported by surety bonds provided by affiliates of certain insurance companies in order to meet regulatory requirements of certain states. In the ordinary course of the Company’s business, it has assembled commitments from 12 surety providers in the amount of $ 2.3 billion, of which the Company had $ 504 million outstanding as of December 31, 2023. The availability, terms and conditions, and pricing of bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity, and the Company’s corporate credit rating. If the bonding capacity is unavailable or, alternatively, the terms and conditions and pricing of the bonding capacity are unacceptable to the Company, its Vacation Ownership business could be negatively impacted. L ITIGATION The Company is involved in claims, legal and regulatory proceedings, and governmental inquiries related to its business, none of which, in the opinion of management, is expected to have a material effect on the Company’s results of operations or financial condition. Travel + Leisure Co. Litigation The Company may be from time to time involved in claims, legal and regulatory proceedings, and governmental inquiries arising in the ordinary course of its business including but not limited to: for its Vacation Ownership business — breach of contract, bad faith, conflict of interest, fraud, consumer protection and other statutory claims by property owners’ associations, owners and prospective owners in connection with the sale or use of VOIs or land, or the management of vacation ownership resorts, construction defect claims relating to vacation ownership units or resorts or in relation to guest reservations and bookings; and negligence, breach of contract, fraud, consumer protection and other statutory claims by guests and other consumers for alleged injuries sustained at or acts or occurrences related to vacation ownership units or resorts or in relation to guest reservations and bookings; for its Travel and Membership business — breach of contract, fraud and bad faith claims by affiliates and customers in connection with their respective agreements, negligence, breach of contract, fraud, consumer protection and other statutory claims asserted by members, guests and other consumers for alleged injuries sustained at or acts or occurrences related to affiliated resorts, or in relation to guest reservations and bookings; and for each of its businesses, bankruptcy proceedings involving efforts to collect receivables from a debtor in bankruptcy, employment matters including but not limited to, claims of wrongful termination, retaliation, discrimination, harassment and wage and hour claims, whistleblower claims, claims of infringement upon third parties’ intellectual property rights, claims relating to information security, privacy and consumer protection, fiduciary duty/trust claims, tax claims, environmental claims, and landlord/tenant disputes. The Company records an accrual for legal contingencies when it determines, after consultation with outside counsel where appropriate, that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable 85 Table of Contents outcome and, when it is probable that a liability has been incurred, the Company’s ability to make a reasonable estimate of loss. The Company reviews these accruals each fiscal quarter and makes revisions based on changes in facts and circumstances including changes to its strategy in dealing with these matters. The Company believes that it has adequately accrued for such matters with reserves of $ 7 million and $ 3 million as of December 31, 2023 and 2022. Litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to the Company with respect to earnings and/or cash flows in any given reporting period. As of December 31, 2023, it is estimated that the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to $ 13 million in excess of recorded accruals. Such reserves are exclusive of matters relating to the Company’s separation from Cendant, matters relating to Wyndham Hotels, matters relating to the sale of the European vacation rentals business, and matters relating to the sale of the North American vacation rentals business, which are discussed in Note 27— Transactions with Former Parent and Former Subsidiaries . However, the Company does not believe that the impact of such litigation should result in a material liability to the Company in relation to its consolidated financial position and/or liquidity. For matters deemed reasonably possible, therefore not requiring accrual, the Company believes that such matters will not have a material effect on its results of operations, financial position or cash flows based on information currently available. G UARANTEES /I NDEMNIFICATIONS Standard Guarantees/Indemnifications In the ordinary course of business, the Company enters into agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for specified breaches of, or third-party claims relating to, an underlying agreement. Such underlying agreements are typically entered into by one of the Company’s 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. Also in the ordinary course of business, the Company provides corporate guarantees for its operating business units relating to merchant credit-card processing for prepaid customer stays and other deposits. While a majority of these guarantees and indemnifications extend only for the duration of the underlying agreement, some survive the expiration of the agreement. The Company is 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, the Company receives offsetting indemnifications from third-parties and/or maintains insurance coverage that may mitigate any potential payments. Other Guarantees and Indemnifications Vacation Ownership As part of the Fee-for-Service program, the Company may guarantee to reimburse the developer a certain payment or to purchase inventory from the developer, for a percentage of the original sale price if certain future conditions exist. As of December 31, 2023, the maximum potential future payments that the Company may be required to make under these guarantees is $ 61 million. As of December 31, 2023 and 2022, the Company had no recognized liabilities in connection with these guarantees. For information on guarantees and indemnifications related to the Company’s former parent and subsidiaries see Note 27— Transactions with Former Parent and Former Subsidiaries . 86 Table of Contents 20. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows (in millions): Pretax Foreign Currency Translation Adjustments Unrealized (Losses)/Gains on Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2020 $ ( 113 ) $ ( 1 ) $ — $ ( 114 ) Other comprehensive loss ( 32 ) — — ( 32 ) Balance as of December 31, 2021 ( 145 ) ( 1 ) — ( 146 ) Other comprehensive (loss)/income ( 33 ) 1 — ( 32 ) Balance as of December 31, 2022 ( 178 ) — — ( 178 ) Other comprehensive income 8 — 1 9 Balance as of December 31, 2023 $ ( 170 ) $ — $ 1 $ ( 169 ) Tax Foreign Currency Translation Adjustments Unrealized (Losses)/Gains on Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2020 $ 97 $ 1 $ — $ 98 Other comprehensive income — — — — Balance as of December 31, 2021 97 1 — 98 Other comprehensive income/(loss) 2 ( 1 ) — 1 Balance as of December 31, 2022 99 — — 99 Other comprehensive income — — — — Balance as of December 31, 2023 $ 99 $ — $ — $ 99 Net of Tax Foreign Currency Translation Adjustments Unrealized (Losses)/Gains on Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Balance as of December 31, 2020 $ ( 16 ) $ — $ — $ ( 16 ) Other comprehensive loss ( 32 ) — — ( 32 ) Balance as of December 31, 2021 ( 48 ) — — ( 48 ) Other comprehensive loss ( 31 ) — — ( 31 ) Balance as of December 31, 2022 ( 79 ) — — ( 79 ) Other comprehensive income 8 — 1 9 Balance as of December 31, 2023 $ ( 71 ) $ — $ 1 $ ( 70 ) Foreign currency translation adjustments exclude income taxes related to investments in foreign subsidiaries where the Company intends to reinvest the undistributed earnings indefinitely in those foreign operations. The Company's policy for releasing disproportionate income tax effects from AOCL utilizes the aggregate approach. There were no reclassifications out of AOCL during 2023 or 2022. 21. Stock-Based Compensation The Company has a stock-based compensation plan available to grant RSUs, PSUs, stock-settled appreciation rights, NQs, and other stock-based awards to key employees, non-employee directors, advisors, and consultants. The Wyndham Worldwide Corporation 2006 Equity and Incentive Plan was originally adopted in 2006 and was amended and restated in its entirety and approved by shareholders on May 17, 2018, (the “Amended and Restated Equity Incentive Plan”). Under the Amended and Restated Equity Incentive Plan, a maximum of 15.7 million shares of common stock may be awarded. As of December 31, 2023, 10.1 million shares remain available, based on target performance. Incentive Equity Awards Granted by the Company During the year ended December 31, 2023, the Company granted incentive equity awards to key employees and senior officers of $ 35 million in the form of RSUs and $ 21 million in the form of PSUs. Of these awards, the majority of RSUs will vest ratably over a period of four years . The majority of PSUs will cliff vest on the third anniversary of the grant date, contingent upon the Company achieving certain performance metrics. 87 Table of Contents During the year ended December 31, 2022, the Company granted incentive equity awards of $ 34 million in the form of RSUs and $ 13 million in the form of PSUs. During 2021, the Company granted incentive equity awards of $ 35 million in the form of RSUs, $ 7 million in the form of PSUs, and $ 2 million in the form of stock options. The activity related to incentive equity awards granted by the Company to key employees and senior officers for the year ended December 31, 2023, consisted of the following (in millions, except grant prices): Balance as of December 31, 2022 Granted Vested/Exercised (a) Cancelled / Forfeited (b) Balance as of December 31, 2023 RSUs Number of RSUs 1.8 0.8 ( 0.9 ) ( 0.1 ) 1.6 (c) Weighted average grant price $ 48.79 $ 42.06 $ 38.23 $ 47.05 $ 47.11 PSUs Number of PSUs 0.5 0.5 — ( 0.2 ) 0.8 (d) Weighted average grant price $ 51.26 $ 42.18 $ — $ 43.41 $ 47.29 NQs Number of NQs 2.3 — — — 2.3 (e) Weighted average grant price $ 45.36 $ — $ — $ — $ 44.88 (a) Upon exercise of NQs and vesting of RSUs and PSUs, the Company issues new shares to participants. (b) The Company recognizes cancellations and forfeitures as they occur. (c) Aggregate unrecognized compensation expense related to RSUs was $ 48 million as of December 31, 2023, which is expected to be recognized over a weighted average period of 2.5 years. (d) Aggregate unrecognized compensation expense related to PSUs that are probable of vesting was $ 6 million as of December 31, 2023, which is expected to be recognized over a weighted average period of 0.7 years. The maximum amount of compensation expense associated with PSUs that are not probable of vesting could range up to $ 44 million which would be recognized over a weighted average period of 2.2 years. (e) There were 1.7 million NQs which were exercisable as of December 31, 2023. These NQs will expire over a weighted average period of 5.3 years and carry a weighted average grant date fair value of $ 8.61 . Unrecognized compensation expense for the NQs was $ 1 million as of December 31, 2023, which is expected to be recognized over a weighted average period of 1.0 year. The Company did not grant any stock options during the years ended 2023 and 2022. The fair value of stock options granted by the Company during 2021 were estimated on the date of the grant using the Black-Scholes option-pricing model with the relevant weighted average assumptions outlined in the table below. Expected volatility was based on both historical and implied volatilities of the Company’s stock and the stock of comparable companies over the estimated expected life for options. The expected life represents the period of time these awards were expected to be outstanding on the date of grant. The risk-free interest rate was based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the options. The projected dividend yield was based on the Company’s anticipated annual dividend divided by the price of the Company’s stock on the date of the grant. Stock Options 2021 Grant date fair value $ 18.87 Grant date strike price $ 59.00 Expected volatility 44.80 % Expected life (a) 6.25 years Risk-free interest rate 1.09 % Projected dividend yield 3.12 % (a) The maximum contractual term for these options is 10 years. The total intrinsic value of exercised options was less than $ 1 million during 2023, and 2022, and $ 1 million during 2021. The fair value of shares that vested during 2023, 2022, and 2021 were $ 37 million, $ 34 million, and $ 33 million. Stock-Based Compensation Expense The Company recorded stock-based compensation expense of $ 38 million, $ 45 million, and $ 32 million during 2023, 2022, and 2021, related to the incentive equity awards granted to key employees, senior officers, and non-employee directors. During 2023 and 2022, such stock-based compensation expense includes $ 2 million and $ 3 million which has been 88 Table of Contents classified within Restructuring on the Consolidated Statements of Income. The Company recognized $ 9 million, $ 12 million, and $ 9 million of tax benefits associated with stock-based compensation during 2023, 2022, and 2021. The Company paid $ 10 million, $ 7 million, and $ 9 million of taxes for the net share settlement of incentive equity awards that vested during 2023, 2022, and 2021. Such amounts are included within Financing activities on the Consolidated Statements of Cash Flows. Employee Stock Purchase Plan The Company has an employee stock purchase plan which allows eligible employees to purchase common shares of Company stock through payroll deductions at a 10 % discount from the fair market value at the grant date. The Company issued 0.2 million, 0.3 million, and 0.1 million shares during 2023, 2022, and 2021 and recognized $ 1 million of compensation expense related to grants under this plan in each period. The value of shares issued under this plan was $ 10 million, $ 9 million, and $ 8 million during 2023, 2022, and 2021. 22. Employee Benefit Plans Defined Contribution Benefit Plans Travel + Leisure Co. sponsors domestic defined contribution savings plans and a domestic deferred compensation plan that provide eligible employees of the Company an opportunity to accumulate funds for retirement. The Company matches the contributions of participating employees on the basis specified by each plan. The Company’s cost for these plans was $ 33 million, $ 31 million, and $ 27 million during 2023, 2022, and 2021. In addition, the Company contributes to several foreign employee benefit contributory plans which also provide eligible employees with an opportunity to accumulate funds for retirement. The Company’s contributory cost for these plans was $ 9 million, $ 8 million, and $ 6 million during 2023, 2022, and 2021. Defined Benefit Pension Plans The Company sponsors defined benefit pension plans for certain foreign subsidiaries. Under these plans, benefits are based on an employee’s years of credited service and a percentage of final average compensation or as otherwise described by the plan. The Company had $ 6 million and $ 5 million of net pension liability as of December 31, 2023 and 2022, included within Accrued expenses and other liabilities on the Consolidated Balance Sheets. The Company had $ 1 million of unrecognized gains as of December 31, 2023; which were included within Accumulated other comprehensive loss on the Consolidated Balance Sheets. There were no unrecognized gains as of December 31, 2022. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws and additional amounts that the Company determines to be appropriate. The Company recognized no pension expense during 2023, 2022 or 2021 . 23. Segment Information The Company has two reportable segments: Vacation Ownership and Travel and Membership. 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 its reportable segments, the Company also considers the nature of services provided by its operating segments. Management uses Adjusted EBITDA to assess the performance of the reportable segments. Adjusted EBITDA is defined by the Company as Net income from continuing operations before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes. Adjusted EBITDA also excludes stock-based compensation costs, separation and restructuring costs, legacy items, transaction costs for acquisitions and divestitures, asset impairments/recoveries, gains and losses on sale/disposition of business, and items that meet the conditions of unusual and/or infrequent. Legacy items include the resolution of and adjustments to certain contingent assets and liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels and Cendant, and the sale of the vacation rentals businesses. The Company believes that Adjusted EBITDA is a useful measure of performance for its segments which, when considered with GAAP measures, the Company believes gives a more complete understanding of its operating performance. The Company’s presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. 89 Table of Contents The following tables present the Company’s segment information (in millions): Year Ended December 31, Net revenues 2023 2022 2021 Vacation Ownership $ 3,041 $ 2,835 $ 2,423 Travel and Membership 711 735 714 Total reportable segments 3,752 3,570 3,137 Corporate and other (a) ( 2 ) ( 3 ) ( 3 ) Total Company $ 3,750 $ 3,567 $ 3,134 Year Ended December 31, Reconciliation of Net income to Adjusted EBITDA 2023 2022 2021 Net income attributable to Travel + Leisure Co. shareholders $ 396 $ 357 $ 308 (Gain)/loss on disposal of discontinued business, net of income taxes ( 5 ) ( 1 ) 5 Interest expense 251 195 198 Interest (income) ( 13 ) ( 6 ) ( 3 ) Provision for income taxes 94 130 116 Depreciation and amortization 112 119 124 Stock-based compensation 36 42 32 Restructuring (b) 26 14 ( 1 ) Legacy items 8 1 4 Loss on sale of business 2 — — Asset impairments/(recoveries), net (c) 1 11 ( 5 ) Loss/(gain) on equity investment — 5 ( 3 ) COVID-19 related costs (d) — 2 3 Fair value change in contingent consideration — ( 10 ) — Adjusted EBITDA $ 908 $ 859 $ 778 Year Ended December 31, Adjusted EBITDA 2023 2022 2021 Vacation Ownership $ 729 $ 665 $ 569 Travel and Membership 247 268 271 Total reportable segments 976 933 840 Corporate and other (a) ( 68 ) ( 74 ) ( 62 ) Total Company $ 908 $ 859 $ 778 (a) Includes the elimination of transactions between segments. (b) Includes $ 2 million and $ 3 million of stock-based compensation expense for the years ended December 31, 2023 and 2022 associated with the 2023 and 2022 restructuring plans. (c) Includes $ 1 million of inventory impairments for the years ended December 31, 2023 and 2022, included in Cost of vacation ownership interests on the Consolidated Statements of Income. (d) Includes expenses related to COVID-19 testing and other expenses associated with the Company’s return-to-work program in 2022. In 2021, this includes incremental severance and other employee costs associated with layoffs due to the COVID-19 workforce reduction offset in part by U.S. and international government employee retention credits. As of December 31, Segment Assets (a) 2023 2022 Vacation Ownership $ 4,980 $ 4,826 Travel and Membership 1,353 1,335 Total reportable segments 6,333 6,161 Corporate and other 405 596 Total Company $ 6,738 $ 6,757 (a) Excludes investment in consolidated subsidiaries. 90 Table of Contents Year Ended December 31, Capital Expenditures 2023 2022 2021 Vacation Ownership $ 47 $ 32 $ 34 Travel and Membership 22 17 17 Total reportable segments 69 49 51 Corporate and other 5 3 6 Total Company $ 74 $ 52 $ 57 The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries (in millions): Net Revenues Net Long-lived Assets Year Ended December 31, As of December 31, 2023 2022 2021 2023 2022 United States $ 3,320 $ 3,166 $ 2,753 $ 1,577 $ 1,572 All other countries 430 401 381 239 248 Total $ 3,750 $ 3,567 $ 3,134 $ 1,816 $ 1,820 24. COVID-19 Related Items During the year ended December 31, 2022, the Company had $ 2 million of employee compensation related and other expenses at its corporate operations related to COVID-19 testing and other expenses associated with the Company’s return-to-work program. These costs are included within COVID-19 related costs on the Consolidated Statements of Income. For the year ended December 31, 2021, the Company’s financial statements included impacts directly related to COVID-19 as detailed in the table below (in millions): Vacation Ownership Travel and Membership Corporate Consolidated Income Statement Classification Allowance for loan losses: Provision $ ( 91 ) $ — $ — $ ( 91 ) Vacation ownership interest sales Recoveries 33 — — 33 Cost of vacation ownership interests Asset recoveries — ( 6 ) — ( 6 ) Asset impairments/(recoveries), net Lease-related ( 1 ) — — ( 1 ) Restructuring Employee compensation related and other 3 — 1 4 COVID-19 related costs Total COVID-19 $ ( 56 ) $ ( 6 ) $ 1 $ ( 61 ) Allowance for loan losses — Due to the economic downturn resulting from COVID-19 during 2020, the Company evaluated the potential impact of COVID-19 on its owners’ ability to repay their contract receivables and as a result of higher unemployment, the Company recorded a COVID-19 related allowance for loan losses during 2020. During 2021, the Company analyzed the adequacy of this 2020 COVID-19 related allowance consistent with past methodology, and due to the improvement in net new defaults the Company reduced this allowance resulting in an increase of $ 91 million to Vacation ownership interest sales and a corresponding increase of $ 33 million to Cost of vacation ownership interests. The net positive impact of these adjustments on Adjusted EBITDA was $ 58 million for the year ended December 31, 2021. Asset recoveries — During 2021, the Company reversed $ 6 million of asset impairments related to its equity investment in Vacasa LLC (“Vacasa”) previously impaired in 2020. Employee compensation related and other — During 2021, these costs included $ 3 million of professional and other costs and $ 1 million of severance and other employee costs resulting from layoffs, salary, and benefits continuation at the Vacation Ownership segment. These costs were inclusive of $ 2 million of employee retention credits earned in connection with government programs for the year ended December 31, 2021. 91 Table of Contents In connection with COVID-19 related actions taken by the Company, it recorded employee-related liabilities which are included within Accrued expenses and other liabilities on the Consolidated Balance Sheets. The activity associated with these COVID-19 related liabilities is summarized as follows (in millions): Liability as of 2021 Activity Liability as of December 31, 2020 Costs Recognized Cash Payments December 31, 2021 COVID-19 employee-related $ 6 $ 1 $ ( 6 ) $ 1 Ending balance $ 6 $ 1 $ ( 6 ) $ 1 Liability as of 2022 Activity Liability as of December 31, 2021 Costs Recognized Cash Payments December 31, 2022 COVID-19 employee-related $ 1 $ 2 $ ( 3 ) $ — Ending balance $ 1 $ 2 $ ( 3 ) $ — 25. Impairments and Other Charges Impairments During 2022, the Company recorded $ 10 million of impairments within Asset impairments/(recoveries), net on the Consolidated Statements of Income. These impairments include a $ 9 million loss on the sale at the Vacation Ownership segment related to certain property sold for $ 22 million, made up of $ 17 million in cash and a $ 5 million promissory note. The Company also recorded a $ 2 million impairment of fixed assets at the Vacation Ownership segment and a $ 2 million trade name impairment at the Travel and Membership segment. These impairments were offset by $ 3 million of asset recoveries, primarily related to previously impaired land which was sold during 2022. During 2021, the Company had net asset recoveries of $ 5 million driven by the $ 6 million reversal of a 2020 COVID-19 related impairment of the Vacasa equity investment at the Travel and Membership segment. This reversal was partially offset by less than $ 1 million of impairments at the Vacation Ownership segment. This activity was recorded within Asset impairments/(recoveries), net on the Consolidated Statements of Income. Other Charges During 2023 and 2022, the Company recorded a $ 1 million inventory impairment at the Vacation Ownership segment included within Cost of vacation ownership interests on the Consolidated Statements of Income. 26. Restructuring 2023 Restructuring Plan During 2023, the Company incurred $ 26 million of restructuring charges. 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, the Company decided to decrease its facilities by closing its owned office in Indianapolis, Indiana, and exiting other leased locations. The 2023 restructuring plan charges consisted of (i) $ 11 million of personnel-related costs at the Travel and Membership segment, (ii) $ 9 million of personnel-related costs and $ 1 million of lease costs at the Vacation Ownership segment, and (iii) $ 5 million of personnel-related costs at the Company’s corporate operations. These restructuring charges included $ 2 million of accelerated stock-based compensation expense, which is included within Additional paid-in capital on the Consolidated Balance Sheets. All material initiative and related expenses have been incurred as of December 31, 2023. The Company reduced the 2023 restructuring liability by $ 8 million of cash payments during the year ended December 31, 2023. The remaining 2023 restructuring liability of $ 15 million is expected to be paid by the end of 2025. 2022 Restructuring Plan During 2022, the Company incurred $ 14 million of restructuring charges. These charges were associated with certain positions that were made redundant based upon changes to the organizational structure of the Company, primarily within the Travel and Membership segment. The charges consisted of (i) $ 9 million of personnel-related costs at the Travel and Membership segment (ii) $ 3 million of lease and personnel-related costs at the Vacation Ownership segment, and (iii) $ 2 million of personnel-related costs at the Company’s corporate operations. These restructuring charges included $ 3 million of accelerated stock-based compensation expense, which is included within Additional paid-in capital on the Consolidated Balance Sheets. The 2022 restructuring liability was reduced by $ 7 million and $ 5 million of cash payments during the 92 Table of Contents years ended December 31, 2023 and 2022. The remaining 2022 restructuring liability of less than $ 1 million is personnel-related and is expected to be paid by the end of 2024. The Company has additional restructuring plans which were implemented prior to 2021, most of which were COVID-19 related. This restructuring liability was reduced by $ 2 million, $ 3 million, and $ 5 million of cash payments during the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, the remaining liability of $ 17 million, all of which is related to leased facilities, is expected to be paid by the end of 2029. The activity associated with the Company’s restructuring plans is summarized as follows (in millions): Liability as of 2021 Activity Liability as of December 31, 2020 Costs Recognized Cash Payments Other December 31, 2021 Facility-related $ 23 $ — $ ( 1 ) $ — $ 22 Marketing-related 2 ( 1 ) (a) ( 4 ) 3 (b) — Personnel-related 1 — ( 1 ) — — $ 26 $ ( 1 ) $ ( 6 ) $ 3 $ 22 Liability as of 2022 Activity Liability as of December 31, 2021 Costs Recognized Cash Payments Other December 31, 2022 Facility-related $ 22 $ 1 $ ( 4 ) $ 1 $ 20 Personnel-related — 13 ( 4 ) ( 3 ) (c) 6 $ 22 $ 14 $ ( 8 ) $ ( 2 ) $ 26 Liability as of 2023 Activity Liability as of December 31, 2022 Costs Recognized Cash Payments Other December 31, 2023 Facility-related $ 20 $ 1 $ ( 4 ) $ — $ 17 Personnel-related 6 25 ( 13 ) ( 2 ) (c) 16 $ 26 $ 26 $ ( 17 ) $ ( 2 ) $ 33 (a) Includes $ 1 million reversal of expense related to the reimbursement of prepaid licensing fees that were previously written-off at the Vacation Ownership segment. (b) Includes $ 2 million reimbursement of termination payments and $ 1 million reimbursement of license fees at the Vacation Ownership segment. (c) Represents accelerated stock-based compensation expense included in Additional paid-in capital on the Consolidated Balance Sheets. 27. Transactions with Former Parent and Former Subsidiaries Matters Related to Cendant Pursuant to the Separation and Distribution Agreement with Cendant (the Company’s former parent company, now Avis Budget Group), the Company entered into certain guarantee commitments with Cendant and Cendant’s former subsidiary, Realogy (now Anywhere Real Estate Inc.). These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and Cendant contingent and other corporate liabilities, of which Wyndham Worldwide Corporation assumed 37.5 % of the responsibility while Cendant’s former subsidiary Realogy is responsible for the remaining 62.5 %. In connection with the Spin-off, Wyndham Hotels agreed to retain one-third of Cendant’s contingent and other corporate liabilities and associated costs; therefore, Travel + Leisure Co. is effectively responsible for 25 % of such matters subsequent to the separation. Since Cendant’s separation, Cendant has settled the majority of the lawsuits that were pending on the date of the separation. On March 21, 2023, the California Office of Tax Appeals (“OTA”) issued an opinion on a Cendant legacy tax matter involving Avis Budget Group related to a 1999 transaction. The matter concerned (i) whether the statute of limitations barred proposed assessment notices issued by the California Franchise Tax Board; and (ii) whether a transaction undertaken by the taxpayers for the 1999 tax year constituted a tax-free reorganization under the Internal Revenue Code. The OTA ruled in favor of the California Franchise Tax Board. During 2023 the Company increased the reserve by $ 8 million for this legacy tax matter, one-third of which is the responsibility of Wyndham Hotels. The OTA’s opinion is not final, and during the second quarter of 2023 Cendant filed a petition for rehearing. As of December 31, 2023, Cendant’s petition was still pending. 93 Table of Contents As of December 31, 2023 and 2022 the Cendant separation and related liabilities were $ 23 million and $ 15 million, all of which were tax related liabilities. These liabilities are included within Accrued expenses and other liabilities on the Consolidated Balance Sheets. Matters Related to Wyndham Hotels In connection with the Spin-off on May 31, 2018, Travel + Leisure Co. entered into several agreements with Wyndham Hotels that govern the relationship of the parties following the separation including the Separation and Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement and the License, Development and Noncompetition Agreement. The Company and Wyndham Hotels entered into a letter agreement during 2021 pursuant to which, among other things Wyndham Hotels waived its right to enforce certain noncompetition covenants in the License, Development and Noncompetition Agreement. In accordance with the agreements governing the relationship between Travel + Leisure Co. and Wyndham Hotels, Travel + Leisure Co. assumed two-thirds and Wyndham Hotels assumed one-third of certain contingent corporate liabilities of the Company incurred prior to the Spin-off, including liabilities of the Company related to certain terminated or divested businesses, certain general corporate matters, and any actions with respect to the separation plan. Likewise, Travel + Leisure Co. is entitled to receive two-thirds and Wyndham Hotels is entitled to receive one-third of the proceeds from certain contingent corporate assets of the Company arising prior to the Spin-off. Matters Related to the European Vacation Rentals Business In connection with the sale of the Company’s European vacation rentals business to Awaze Limited (“Awaze”), formerly Compass IV Limited, an affiliate of Platinum Equity, LLC, the Company and Wyndham Hotels agreed to certain post-closing credit support for the benefit of certain credit card service providers, a British travel association, and certain regulatory authorities to allow them to continue providing services or regulatory approval to the business. Post-closing credit support may be called if the business fails to meet its primary obligation to pay amounts when due. Awaze has provided an indemnification to Travel + Leisure Co. in the event that the post-closing credit support is enforced or called upon. At closing, the Company agreed to provide additional post-closing credit support to a British travel association and regulatory authority. An escrow was established at closing, of which $ 46 million was subsequently released in exchange for a secured bonding facility and a perpetual guarantee denominated in pound sterling of $ 46 million. The estimated fair value of the guarantee was $ 22 million at December 31, 2023. The Company maintains a $ 7 million receivable from Wyndham Hotels for its portion of the guarantee. In addition, the Company agreed to indemnify Awaze against certain claims and assessments, including income tax, value-added tax and other tax matters, related to the operations of the European vacation rentals business for the periods prior to the transaction. During 2023, one of the guarantees under this agreement expired resulting in the Company recognizing $ 5 million within Gain on disposal of discontinued business, net of income taxes, with an offsetting $ 2 million expense, representing Wyndham Hotels one-third share, included within General and administrative expense on the Consolidated Statements of Income. The estimated fair value of the indemnifications was $ 36 million at December 31, 2023. The Company has a $ 12 million receivable from Wyndham Hotels for its portion of the guarantee. Wyndham Hotels provided certain post-closing credit support primarily for the benefit of a British travel association in the form of guarantees which are mainly denominated in pound sterling of up to £ 61 million ($ 81 million USD) on a perpetual basis. These guarantees totaled £ 31 million ($ 39 million USD) at December 31, 2023. Travel + Leisure Co. is responsible for two-thirds of these guarantees. As part of this agreement Wyndham Hotels is required to maintain minimum credit ratings which increased to Ba1 for Moody’s and BB+ for S&P on May 9, 2020. If Wyndham Hotels drops below these minimum credit ratings, Travel + Leisure Co. would be required to post a letter of credit (or equivalent support) for the amount of the Wyndham Hotels guarantee. The estimated fair value of the guarantees and indemnifications for which Travel + Leisure Co. is responsible related to the sale of the European vacation rentals business at December 31, 2023, including the two-thirds portion related to guarantees provided by Wyndham Hotels, totaled $ 84 million and was recorded in Accrued expenses and other liabilities and total receivables of $ 19 million were included in Other assets on the Consolidated Balance Sheets, representing the portion of these guarantees and indemnifications for which Wyndham Hotels is responsible. 94 Table of Contents During 2019, Awaze proposed certain post-closing adjustments of £ 35 million ($ 44 million USD) related to the sale of the European vacation rentals business. During 2021, the Company entered into a settlement agreement which received regulatory approval during 2022 to settle these post-closing adjustment claims for £ 5 million ($ 7 million USD); one-third of which was the responsibility of Wyndham Hotels. During the third quarter of 2022, the Company made this settlement payment which was included within Net cash used in investing activities from discontinued operations on the Consolidated Statements of Cash Flows, and received $ 2 million from Wyndham Hotels for their one-third portion which was included within Net cash provided by operating activities on the Consolidated Statements of Cash Flows. This matter is now resolved and no further payments are required. Matters Related to the North American Vacation Rentals Business In connection with the sale of the North American vacation rentals business, the Company agreed to indemnify Vacasa against certain claims and assessments, including income tax and other tax matters related to the operations of the North American vacation rentals business for the periods prior to the transaction. The estimated fair value of the indemnifications was $ 2 million, which was included in Accrued expenses and other liabilities on the Consolidated Balance Sheets as of December 31, 2023. In connection with the sale of the North American vacation rentals business in the fourth quarter of 2019, the Company entered into a transition service agreement with Vacasa, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, information technology, information management and related services, treasury, and finance on an interim, transitional basis. During 2021, transition service agreement expenses were less than $ 1 million and transition service agreement income was less than $ 1 million. Transition service agreement expenses were included in General and administrative expense and transition service income was included in Other revenue on the Consolidated Statements of Income. These transition services ended in February 2021. 28. Related Party Transactions The Company occasionally sublets an aircraft from its former CEO and current Chairman of the Board of Directors for business travel through a timesharing arrangement. The Company incurred less than $ 1 million of expenses related to this timesharing arrangement during the years ended December 31, 2023, 2022, and 2021. During 2021, the Company sold a parcel of land in Crossville, Tennessee, which was no longer core to the Company’s operations to a former executive of the Company for less than $ 1 million. In 2019, the Company entered into an agreement with a former executive of the Company whereby the former executive through an SPE would develop and construct VOI inventory located in Orlando, Florida. In 2020, the Company acquired the completed vacation ownership property for $ 45 million. This agreement was subsequently amended during 2021, increasing the purchase to $ 47 million. 29. Subsequent Events On January 30, 2024, the Company announced an agreement to acquire the vacation ownership business of Accor, for $ 48 million. Accor Vacation Club represents 24 resorts and nearly 30,000 members. This acquisition will help the two companies establish a relationship to develop new timeshare products in the Asia Pacific, Middle East, Africa, and Türkiye regions under the Accor Vacation Club brand leveraging the Travel + Leisure Co. global platform. Accor will receive a percentage of vacation ownership sales revenue as a licensing fee under the exclusive licensing agreement. Travel + Leisure Co. also receives the exclusive rights to develop new vacation ownership clubs and products utilizing the Accor Vacation Club brand. The acquisition will be included within the Vacation Ownership segment. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.