Travel & Leisure (TNL) risk factors, FY2025 10-K

Travel & Leisure's FY2025 10-K, filed Feb 18, 2026, lists 27 risk factors in 6 groups. Against the prior year's 24: 3 new, 10 substantially reworded.

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Risk factors listed
276 groups
New this year
3vs 24 last year
Dropped
0since the prior 10-K
Substantially reworded
10of those kept
Section length
11k wordsItem 1A

What the changes say

  • New risks emphasize integrating Accor Vacation Club and operating internationally, including markets where TNL has limited experience.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business and Our Industry

    Further, there can be no assurance that the anticipated benefits from the 2024 Accor Vacation Club acquisition will be achieved, or that we will be successful in operating and developing this business outside of the U.S. market and in geographical areas where we have had limited or no operating experience

    Accor Vacation Club integration and dispositions could fail, while expansion outside the U.S. exposes TNL to unfamiliar markets and liabilities.

  • NewRisks Related to Technology, Data Privacy and Cybersecurity

    The increase in the number of our associates working remotely has increased certain risks to our business, including increased demand on our information technology resources and systems, and greater potential for phishing and other cybersecurity attacks

    Remote work and increasingly sophisticated attacks, including ransomware, deepfakes, and AI-enabled interference, could disrupt systems, expose data, and damage brands.

  • NewRisks Related to Technology, Data Privacy and Cybersecurity

    Consumer privacy laws could adversely affect our ability to market our products effectively and may require us to change our business practices or expend significant amounts on compliance with such laws

    Expanding U.S. and international privacy requirements could restrict customer marketing, force business changes, and increase compliance costs.

Reworded

  • 54% rewrittenRisks Related to Technology, Data Privacy and Cybersecurity

    Failure to maintain the integrity of internal or customer data or to protect our systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to significant costs, fines or lawsuits

  • 45% rewrittenRisks Related to Our Business and Our Industry

    The timeshare industry is highly competitive and we are subject to risks related to competition that may adversely affect our performance

    Competition wording now expressly includes hotels and resorts and separately identifies other timeshare companies, while retaining consolidation concerns.

  • 44% rewrittenRisks Related to Indebtedness and Tax Treatment

    Changes to estimates or projections used to assess the fair value of our assets or operating results that are lower than our current estimates may cause us to incur impairment losses and require us to write-off all or a portion of the remaining value of our goodwill or other intangibles of companies we have acquired

    Adds a 2025 example where resorts needing major reinvestment or facing weak owner demand led TNL to reduce or remove interests.

  • 42% rewrittenRisks Related to Our Business and Our Industry

    We are subject to risks related to our vacation ownership receivables portfolio

    Replaces financing-growth commentary with changing down-payment and financing levels, plus credit cards, third-party financing, portfolio tools, and VOCR sales.

  • 37% rewrittenRisks Related to Legal, Regulatory and Reputational Matters

    We are subject to risks related to environmental, social and governance activities

    Shifts from specific ESG topics and compliance failures to conflicting stakeholder expectations that could erode trust, constrain investment, and hurt growth.

  • 31% rewrittenRisks Related to Indebtedness and Tax Treatment

    Changes in U.S. federal, state and local or foreign tax law, interpretations of existing tax law, or adverse determinations by tax authorities, could increase our tax burden or otherwise adversely affect our financial condition or results of operations

  • 30% rewrittenRisks Related to Legal, Regulatory and Reputational Matters

    Negative public perception regarding our industry could have an adverse effect on our operations

  • 28% rewrittenRisks Related to Our Business and Our Industry

    Acquisitions, dispositions and other strategic transactions may not prove successful and could result in operating difficulties

  • 26% rewrittenRisks Related to Our Business and Our Industry

    Our revenues are highly dependent on the health of the travel industry and declines in or disruptions to the travel industry such as those caused by economic conditions, terrorism or acts of violence, political strife, severe weather events and other natural disasters, war, and pandemics may adversely affect us

    Was: Our revenues are highly dependent on the health of the travel industry and declines in or disruptions to the travel industry such as those caused by economic conditions, terrorism or acts of gun violence, political strife, severe weather events and other natural disasters, war, and pandemics may adversely affect us

  • 20% rewrittenRisks Related to Technology, Data Privacy and Cybersecurity

    We rely on information technologies and systems to operate our business, which involves reliance on third-party service providers and on uninterrupted operation of service facilities

All 27 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Our Industry

  1. 01The timeshare industry is highly competitive and we are subject to risks related to competition that may adversely affect our performance45% rewritten
  2. 02Our travel club businesses operate in a highly competitive global environment and may take longer than expected to achieve the levels of revenues, customer acceptance and profitability we expect
  3. 03Our revenues are highly dependent on the health of the travel industry and declines in or disruptions to the travel industry such as those caused by economic conditions, terrorism or acts of violence, political strife, severe weather events and other natural disasters, war, and pandemics may adversely affect us26% rewritten
  4. 04Acquisitions, dispositions and other strategic transactions may not prove successful and could result in operating difficulties28% rewritten
  5. 05Further, there can be no assurance that the anticipated benefits from the 2024 Accor Vacation Club acquisition will be achieved, or that we will be successful in operating and developing this business outside of the U.S. market and in geographical areas where we have had limited or no operating experienceNew
  6. 06We are subject to numerous business, financial, operating and other risks common to the timeshare industry and the leisure travel industry more broadly, any of which could reduce our revenues and our ability to make distributions and limit opportunities for growth
  7. 07Our international operations are subject to additional risks not generally applicable to our domestic operations
  8. 08We are subject to risks related to our vacation ownership receivables portfolio42% rewritten
  9. 09The growth of our business and the execution of our business strategies depend on the services of our senior management and our associates

Risks Related to Technology, Data Privacy and Cybersecurity

  1. 10Failure to maintain the integrity of internal or customer data or to protect our systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to significant costs, fines or lawsuits54% rewritten
  2. 11The increase in the number of our associates working remotely has increased certain risks to our business, including increased demand on our information technology resources and systems, and greater potential for phishing and other cybersecurity attacksNew
  3. 12Consumer privacy laws could adversely affect our ability to market our products effectively and may require us to change our business practices or expend significant amounts on compliance with such lawsNew
  4. 13We rely on information technologies and systems to operate our business, which involves reliance on third-party service providers and on uninterrupted operation of service facilities20% rewritten

Risks Related to Indebtedness and Tax Treatment

  1. 14We are subject to certain risks related to our indebtedness, hedging transactions, securitization of certain of our assets, surety bond requirements, the cost and availability of capital and the extension of credit by us
  2. 15Changes in U.S. federal, state and local or foreign tax law, interpretations of existing tax law, or adverse determinations by tax authorities, could increase our tax burden or otherwise adversely affect our financial condition or results of operations31% rewritten
  3. 16We are responsible for certain of Avis Budget Group, Inc.'s contingent and other corporate liabilities
  4. 17Changes to estimates or projections used to assess the fair value of our assets or operating results that are lower than our current estimates may cause us to incur impairment losses and require us to write-off all or a portion of the remaining value of our goodwill or other intangibles of companies we have acquired44% rewritten

Risks Related to Legal, Regulatory and Reputational Matters

  1. 18Negative public perception regarding our industry could have an adverse effect on our operations30% rewritten
  2. 19Our business is subject to extensive regulation and the cost of compliance or failure to comply with such regulations may adversely affect us
  3. 20The insurance we carry may not always pay, or be sufficient to pay or reimburse us, for our liabilities, losses or replacement costs
  4. 21We are subject to risks related to environmental, social and governance activities37% rewritten

Risks Related to the Spin-Off

  1. 22Our success depends in part on our ongoing relationship with Wyndham Hotels
  2. 23We are responsible for certain contingent and other corporate liabilities incurred prior to the Spin-off
  3. 24Certain directors who serve on our Board also serve on the board of directors of and own common stock of Wyndham Hotels

Risks Related to the Ownership of Our Common Stock

  1. 25The trading price of our shares of common stock may continue to fluctuate
  2. 26Provisions in our certificate of incorporation and by-laws and under Delaware law may prevent or delay an acquisition of Travel + Leisure Co. which could impact the trading price of our common stock
  3. 27We cannot provide assurance that we will continue to pay dividends or purchase shares of our common stock under our share repurchase program

Other Travel & Leisure 10-Ks

  • FY2024 10-K risk factors
    25 risks

    Travel and Leisure’s risks center on competition and growth in timeshare, vacation ownership, exchange, and travel club businesses.

    Filed Feb 19, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.