Travel & Leisure Co.

We have 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 our reportable segments, we also consider the nature of services provided by the operating segments. Management uses Adjusted EBITDA to assess the performance of the reportable segments. We define Adjusted EBITDA as net income from continuing operations before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes. Adjusted EBITDA also excludes stock-based compensation costs, separation and restructuring costs, legacy items, transaction and integration costs associated with mergers, acquisitions, and divestitures, asset impairments/recoveries, gains and losses on sale/disposition of business, and items that meet the conditions of unusual and/or infrequent. Legacy items include the resolution of and adjustments to certain contingent assets and liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels”) and Avis Budget Group, Inc. (“ABG”), formerly Cendant Corporation, and the sale of the vacation rentals businesses. Integration costs represent certain non-recurring costs directly incurred to integrate mergers and/or acquisitions into the existing business. We exclude these costs as they do not reflect recurring operating expenses. We believe that Adjusted EBITDA is a useful measure of performance for our segments which, when considered with generally accepted accounting principles in the United States (“GAAP”) measures, we believe gives a more complete understanding of our operating performance. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

OPERATING STATISTICS

The table below presents our operating statistics for the three months ended June 30, 2025 and 2024. These operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses. Refer to the Three Months Ended June 30, 2025 vs. Three Months Ended June 30, 2024 section for a discussion on how these operating statistics affected our business for the periods presented.

(a)Includes the impact of acquisitions from the acquisition dates forward.

(b)Represents total sales of VOIs, including sales under the Fee-for-Service program before the effect of loan loss provisions. We believe that Gross VOI sales provides an enhanced understanding of the performance of our Vacation Ownership business because it directly measures the sales volume of this business during a given reporting period.

(c)Represents the number of tours taken by guests in our efforts to sell VOIs.

(d)VPG is calculated by dividing Gross VOI sales (excluding telesales and virtual sales) by the number of tours. We have excluded non-tour sales in the calculation of VPG because they are generated by a different marketing channel. We believe that VPG provides an enhanced understanding of the performance of our Vacation Ownership business because it directly measures the efficiency of this business’ efforts in generating sales from tours during a given reporting period.

(e)Represents the number of exchanges and travel bookings recognized as revenue during the period, net of cancellations.

(f)Represents transaction revenue divided by transactions.

(g)Represents paid members in our vacation exchange programs who are considered to be in good standing.

(h)Percentage change may not calculate due to rounding.

(i)The following table provides a reconciliation of Vacation ownership interest sales, net to Gross VOI sales for the three months ended June 30, 2025 and 2024 (in millions):

(1)Represents total sales of VOIs through our Fee-for-Service programs where inventory is sold through our sales and marketing channels for a commission. The Fee-for-Service commission revenues were $26 million and $27 million for the three months ended June 30, 2025 and 2024. These commissions are reported within Service and membership fees on the Condensed Consolidated Statements of Income.

THREE MONTHS ENDED JUNE 30, 2025 VS. THREE MONTHS ENDED JUNE 30, 2024

Our consolidated results are as follows (in millions):

Net revenues increased $33 million for the three months ended June 30, 2025, compared with the same period last year. This increase was unfavorably impacted by foreign currency of $2 million. Excluding the impacts of foreign currency, the increase in net revenues was primarily the result of:

•$47 million of increased revenues at our Vacation Ownership segment primarily due to an increase in net VOI sales resulting from an increase in VPG due to a higher owner upgrade transaction mix which generally produce higher VPGs and an increase in tours; higher property management fees; and VOI trial package and incentive revenues. This increase was partially offset by:

•$11 million of decreased revenues at our Travel and Membership segment primarily due to a decrease in transaction revenue as a result of lower transactions and lower revenue per transaction.

Expenses increased $16 million for the three months ended June 30, 2025, compared with the same period last year. This increase in expenses was not materially impacted by foreign currency. Excluding the immaterial foreign currency impacts, the increase in expenses was primarily the result of:

•$11 million increase in sales and commission expenses at the Vacation Ownership segment due to higher Gross VOI sales, net of Fee-for-Service sales;

•$10 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

•$8 million increase in marketing costs in support of increased tour flow and sales volume at the Vacation Ownership segment; and a

•$4 million increase in other operating expenses driven by $7 million of higher VOI travel package and incentive expenses, partially offset by $3 million of employee related cost savings at the Travel and Membership segment.

These increases were partially offset by:

•$12 million decrease in general and administrative expenses due to the prior year reversal of a $12 million receivable representing Wyndham Hotels’ one-third portion of an expired guarantee associated with the sale of the European vacation rentals business; and a

•$7 million decrease in developer obligations due to increased monetization of unsold VOIs.

Interest expense decreased $6 million for the three months ended June 30, 2025 compared with the same period last year primarily due to lower effective interest rates on variable rate corporate borrowings and decreased average outstanding debt balance.

Other income, net of other expense decreased $3 million for the three months ended June 30, 2025 compared with the same period last year primarily due to asset sales during the prior period.

Our effective tax rates were 28.9% and 27.4% during the three months ended June 30, 2025 and 2024. The effective tax rate for the three months ended June 30, 2025 was primarily impacted by an increase in unrecognized tax benefits. The effective tax rate for the three months ended June 30, 2024 was primarily impacted by an increase in foreign taxes and an increase in unrecognized tax benefits.

Gain on disposal of discontinued business, net of income taxes was $32 million during the three months ended June 30, 2024, primarily resulting from the release of expired guarantees related to the sale of the European vacation rentals business.

As a result of these items, Net income attributable to Travel + Leisure Co. shareholders decreased $21 million for the three months ended June 30, 2025 as compared to the same period last year.

Our segment results are as follows (in millions):

(a)Includes the elimination of transactions between segments.

Net revenues increased $46 million and Adjusted EBITDA increased $12 million for the three months ended June 30, 2025, compared with the same period of 2024. The net revenue increase was unfavorably impacted by foreign currency of $1 million and Adjusted EBITDA was unfavorably impacted by foreign currency of $1 million.

The net revenue increase, excluding immaterial foreign currency impacts, was primarily driven by:

•$50 million increase in Gross VOI sales, net of Fee-for-Service sales, due to a 6.5% increase in VPG due to a higher owner upgrade transaction mix (67% in the current period compared to 62% in the same period of 2024) which generally produce higher VPGs, and a 2.7% increase in tours;

•$7 million increase in property management revenues primarily due to higher management fees; and a

•$6 million increase in other revenues due to higher VOI travel package and incentive revenues.

These increases were partially offset by a $16 million increase in our provision for loan losses primarily due to a higher provision rate associated with increased defaults and increased Gross VOI sales, net of Fee-for-Service sales.

In addition to the net revenue change explained above, Adjusted EBITDA was further impacted by an:

•$11 million increase in sales and commission expenses due to higher Gross VOI sales, net of Fee-for-Service sales;

•$10 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

•$8 million increase in marketing costs in support of increased tour flow and sales volume;

•$7 million increase in other operating expenses due to higher VOI travel package and incentive expenses; and a

•$4 million increase in general and administrative expenses due to higher professional fees and variable compensation.

These increases were partially offset by a $7 million decrease in developer obligations due to increased monetization of unsold VOIs.

Net revenues decreased $11 million and Adjusted EBITDA decreased $7 million during the three months ended June 30, 2025, compared with the same period of 2024. The net revenue decrease was not materially impacted by foreign currency. The Adjusted EBITDA decrease was unfavorably impacted by foreign currency of $1 million.

The decrease in net revenues, excluding foreign currency impacts, was primarily driven by a $9 million decrease in transaction revenue due to a 2.7% decrease in transactions and a 4.6% decrease in revenue per transaction. Transactions were impacted by an increasing mix of exchange members with a club affiliation who have a lower transaction propensity.

In addition to the net revenue decrease explained above, Adjusted EBITDA was further impacted by $3 million of employee related cost savings mostly due to the strategic restructuring of this segment; which focused on enhancing organizational efficiency and rationalizing operations.

Corporate and other

For the three months ended June 30, 2025 compared to the same period of 2024, Corporate and other net revenue decreased $2 million due to intersegment eliminations, and Adjusted EBITDA increased $1 million driven by lower legal and other professional fees.

SIX MONTHS ENDED JUNE 30, 2025 VS. SIX MONTHS ENDED JUNE 30, 2024

Our consolidated results are as follows (in millions):

Net revenues increased $51 million for the six months ended June 30, 2025 compared with the same period last year. This increase was unfavorably impacted by foreign currency of $6 million. Excluding the impacts of foreign currency, the increase in net revenues was primarily the result of:

•$80 million of increased revenues at our Vacation Ownership segment primarily due to an increase in net VOI sales as a result of higher owner upgrade transaction mix which generally produce higher VPGs and an increase in tours; higher property management revenues resulting from higher property management fees and reimbursable revenues; and higher travel package and incentive revenues. This increase in revenues was partially offset by:

•$23 million of decreased revenues at our Travel and Membership segment primarily due to a decrease in transaction revenue due to lower transactions and revenue per transaction.

Expenses increased $28 million for the six months ended June 30, 2025 compared with the same period last year and were favorably impacted by foreign currency of $2 million. Excluding the impacts of foreign currency, the increase in expenses was primarily due to:

•$22 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

•$16 million increase in sales and commission expenses at the Vacation Ownership segment due to higher Gross VOI sales, net of Fee-for-Service sales;

•$11 million increase in marketing costs driven by our Vacation Ownership segment in support of increased sales volume and tour flow;

•$6 million increase in stock-based compensation expense; and a

•$5 million increase in depreciation and amortization.

These increases were partially offset by:

•$14 million decrease in legacy expenses driven by the prior year reversal of a $12 million receivable representing Wyndham Hotels’ one-third portion of an expired guarantee associated with the sale of the European vacation rentals business;

•$11 million decrease in developer obligations due to increased monetization of unsold VOIs; and a

•$10 million decrease in the cost of VOIs sold primarily due to variations in inventory sourcing, partially offset by increased sales volume.

Interest expense decreased $12 million for the six months ended June 30, 2025 compared with the same period last year, primarily due to lower effective interest rates on variable rate corporate borrowings and decreased average outstanding debt balance.

Other income, net of other expense decreased $3 million for the six months ended June 30, 2025, compared with the same period last year, primarily due to asset sales during the prior period.

Interest income decreased $4 million for the six months ended June 30, 2025 compared with the same period last year primarily due to a lower investment balance.

Our effective tax rates were 28.5% and 27.9% for the six months ended June 30, 2025 and 2024. The effective tax rate for the six months ended June 30, 2025 was primarily impacted by Pillar Two taxes and an increase in unrecognized tax benefits offset by a decrease in state taxes. The effective tax rate for the six months ended June 30, 2024 was primarily impacted by the portion of stock-based compensation expense that is not deductible for tax purposes.

Gain on disposal of discontinued business, net of income taxes was $32 million during the six months ended June 30, 2024, primarily resulting from the release of expired guarantees related to the sale of the European vacation rentals business.

As a result of these items, Net income attributable to Travel + Leisure Co. shareholders decreased $14 million for the six months ended June 30, 2025 as compared to the same period last year.

Our segment results are as follows (in millions):

(a)Includes the elimination of transactions between segments.

Net revenues increased $76 million and Adjusted EBITDA increased $38 million during the six months ended June 30, 2025 compared with the same period of 2024. The net revenue increase was unfavorably impacted by foreign currency of $4 million. Adjusted EBITDA was unfavorably impacted by foreign currency of $2 million.

The net revenue increase excluding the impact of foreign currency was primarily driven by:

•$79 million increase in gross VOI sales, net of Fee-for-Service sales, due to a 6.2% increase in VPG due to a higher owner upgrade transaction mix (67% in the current year compared to 63% in the same period of 2024) which generally produce higher VPGs and a 1.1% increase in tours;

•$19 million increase in property management revenues primarily due to higher management fees and reimbursable revenues;

•$10 million increase in other operating revenue primarily due to higher VOI travel package and incentive revenues; and a

•$3 million increase in consumer financing revenues primarily due to a higher average portfolio balance.

These increases were partially offset by a $29 million increase in our provision for loan losses primarily due to a higher provision rate and higher gross VOI sales, net of Fee-for-Service sales, and a $3 million decrease in commission revenues due to the lower volume of VOI Fee-for-Service sales as a result of fewer commitments.

In addition to the net revenue change explained above, Adjusted EBITDA was further impacted by a:

•$22 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

•$16 million increase in sales and commission expenses due to higher gross VOI sales, net of Fee-for-Service sales;

•$13 million increase in marketing costs in support of increased sales volume and tour flow;

•$5 million increase in general and administrative expenses due to higher professional fees and variable compensation; and a

•$4 million increase in other operating expenses due to higher VOI travel package and incentive expenses.

These increases were partially offset by an:

•$11 million decrease in developer obligations due to increased monetization of unsold VOIs; and a

•$10 million decrease in the cost of VOIs sold primarily due to variations in inventory sourcing, partially offset by increased sales volume.

Net revenues decreased $25 million and Adjusted EBITDA decreased $14 million during the six months ended June 30, 2025 compared with the same period of 2024. The net revenue decrease was unfavorably impacted by foreign currency of $2 million and Adjusted EBITDA was not materially impacted by foreign currency.

The decrease in net revenues, excluding foreign currency impacts, was primarily driven by an $18 million decrease in transaction revenue due to a 4.8% decrease in transactions and a 2.6% decrease in revenue per transaction; a $3 million decrease in subscription revenues; and a $2 million decrease in ancillary revenues. Transactions were impacted by an increasing mix of exchange members with a club affiliation who have a lower transaction propensity.

In addition to the revenue change explained above, Adjusted EBITDA was further impacted by:

•$8 million of cost savings primarily driven by the strategic restructuring of this segment, which focused on enhancing organizational efficiency and rationalizing operations, including $6 million of operating costs, $1 million of general and administrative expenses, and $1 million of marketing; and

•$2 million of facilities and cloud savings.

Corporate and other

For the six months ended June 30, 2025, Corporate and other net revenue was flat between periods and Adjusted EBITDA decreased $7 million compared to 2024. The adjusted EBITDA decrease was unfavorably impacted by foreign currency of $1 million. The remaining decrease was driven by $5 million of advertising expenses.

RESTRUCTURING PLANS

2024 Restructuring Plan

During the second half of 2024, we incurred $15 million of restructuring charges associated with the 2024 restructuring plan. These actions were primarily focused on enhancing organizational efficiency and rationalizing operations. These charges included personnel-related costs resulting from a reduction of approximately 300 employees and other expenses. The 2024 restructuring plan charges consisted of (i) $10 million of personnel-related costs at the Travel and Membership segment, (ii) $3 million of personnel-related costs at our corporate operations, and (iii) $2 million of personnel-related costs at the Vacation Ownership segment. As of December 31, 2024, this restructuring liability was $8 million. The 2024 restructuring liability was reduced by $6 million of cash payments during the six months ended June 30, 2025. The remaining 2024 restructuring liability of $2 million is expected to be paid by the end of 2026.

Prior Restructuring Plans

We also have plans that were implemented prior to 2024, for which we made $2 million of cash payments during the six months ended June 30, 2025. The remaining liability of $13 million under these plans is expected to be paid by the end of 2029. See Note 20—Restructuringto the Condensed Consolidated Financial Statements for additional details of our restructuring activities.

FINANCIAL CONDITION

Total assets increased by $74 million from December 31, 2024 to June 30, 2025, primarily due to:

•$45 million increase in Cash and cash equivalents driven by $353 million of net cash provided by operating activities, and $165 million of net issuances on the revolving credit facility, partially offset by $172 million of net payments on non-recourse debt, $140 million of share repurchases, $78 million of dividend payments, and $58 million of property and equipment additions;

•$30 million increase in Prepaid expenses driven by an $18 million increase in prepaid maintenance due to timing of contract renewals and an $8 million increase in prepaid advertising expenses;

•$25 million increase in Inventory driven by $67 million of inventory acquisitions and $8 million of net transfers of completed VOI inventory from property and equipment; partially offset by $45 million for the sale of VOI inventory; and a

•$20 million increase in Trade receivables, net, due to a $14 million increase Fee-for-Service commission receivables.

These increases were partially offset by a $51 million decrease in Vacation ownership contract receivables, net driven by $571 million of principal collections and net provision for loan losses of $219 million, partially offset by $732 million of VOI originations.

Total liabilities increased by $47 million from December 31, 2024 to June 30, 2025, primarily due to:

•$160 million increase in Debt primarily due to $165 million of net issuances on the revolving credit facility;

•$26 million increase in Deferred income driven by an increase of $17 million related to co-branded credit card programs and a $4 million increase in deferred subscription revenues; and a

•$23 million increase in Deferred income taxes primarily driven by installment sales.

These increases were partially offset by a $164 million decrease in Non-recourse vacation ownership debt driven by $172 million net repayments, partially offset by $6 million of foreign exchange impacts.

Total deficit decreased $27 million from December 31, 2024 to June 30, 2025, primarily due to $181 million of Net income attributable to Travel + Leisure Co. shareholders; $46 million of favorable currency translation adjustments driven by fluctuations in exchange rates, primarily the British pound sterling, Australian dollar, and the Euro; and a $20 million increase in additional paid-in capital, primarily due to stock-based compensation; partially offset by $140 million of share repurchases and $78 million of dividends.

LIQUIDITY AND CAPITAL RESOURCES

We believe that we have sufficient sources of liquidity to meet our expected ongoing short-term and long-term cash needs, including capital expenditures, operational and/or strategic opportunities, and expenditures for human capital, intellectual property, contractual obligations, off-balance sheet arrangements, and other such requirements. Our net cash from operations and cash and cash equivalents are key sources of liquidity along with our revolving credit facility, bank conduit facilities, and continued access to debt markets. We believe these anticipated sources of liquidity are sufficient to meet our expected ongoing short-term and long-term cash needs, including the repayment of our $350 million notes due in October 2025 and the $650 million notes due in July 2026. Our discussion below highlights these sources of liquidity and how they have been utilized to support our cash needs.

Cash and Cash Equivalents

As of June 30, 2025, we had $212 million of Cash and cash equivalents, which includes highly-liquid investments with an original maturity of three months or less.

$1.0 Billion Revolving Credit Facility

We generally utilize our revolving credit facility to finance our short-term to medium-term business operations, as needed. During the second quarter of 2025, we entered into the seventh amendment to the agreement governing our $1.0 billion revolving credit and term loan B facilities (“Seventh Amendment”). The Seventh Amendment refinanced and extended the maturity date of the revolving credit facility from October 2026 to June 2030, and among other things, reduced pricing spreads on borrowings and letters of credit at all pricing levels by 25 basis points. See Note 10—Debt to the Condensed Consolidated Financial Statements for additional details regarding the Seventh Amendment. The facility had $596 million of available capacity as of June 30, 2025.

The revolving credit facility and term loan B facility are subject to covenants including the maintenance of specific financial ratios as defined in the credit agreement. The financial ratio covenants consist of a minimum interest coverage ratio, which the Seventh Amendment reduced to 2.00 to 1.0 (previously 2.50 to 1.0) as of the measurement date and a maximum first lien leverage ratio of 4.25 to 1.0 as of the measurement date. 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. Our first lien leverage ratio determines the interest rate spread on revolver borrowings and fees associated with letters of credit, which subjects them to fluctuation.

As of June 30, 2025, our interest coverage ratio was 4.57 to 1.0 and our first lien leverage ratio was 3.44 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 June 30, 2025, we were in compliance with the financial covenants described above.

Secured Notes and Term Loan B facility

We generally utilize borrowing via secured note issuances to meet our long-term financing needs. During 2024 we amended the credit agreement governing our revolving credit facility and term loan B facilities (“Sixth Amendment”). The Sixth Amendment repriced and replaced the $593 million outstanding balance on the 2023 Incremental Term Loan B facility and refinanced the $282 million outstanding balance on the 2018 Term Loan B facility which was due May 2025. This amendment accomplished the dual benefit of extending the maturity of our 2018 Term Loan B facility and providing future interest savings. The resulting new $875 million 2024 Term Loan B facility matures on December 14, 2029. This transaction reinforces our expectation that we will maintain adequate liquidity for the next year and beyond. As of June 30, 2025, we had $3.25 billion of outstanding borrowings under our secured notes and term loan B facility with maturities ranging from 2025 to 2030.

Non-recourse Vacation Ownership Debt

Our Vacation Ownership business finances certain of its VOCRs through (i) asset-backed conduit facilities and (ii) term asset-backed securitizations, all of which are non-recourse to us with respect to principal and interest. For the securitizations, we pool qualifying VOCRs and sell them to bankruptcy-remote entities, all of which are consolidated into the accompanying Condensed Consolidated Balance Sheets. We plan to continue using these sources to finance certain VOCRs. On December 20, 2024, we renewed our AUD/NZD bank conduit facility, extending its term through December 2026. On April 17, 2025, we renewed our USD bank conduit facility, extending its term through August 2027. We believe that our USD bank conduit facility and our AUD/NZD bank conduit facility, amounting to a combined capacity of $747 million ($364 million available as of June 30, 2025), along with our ability to issue term asset-backed securities, provide sufficient liquidity to finance the sale of VOIs beyond the next year.

We closed on securitization financings of $350 million during the six months ended June 30, 2025 and subsequent to the end of the quarter, we closed on additional securitization financings of $300 million. During the full year of 2024, we closed on $1.05 billion of securitization financings. These transactions positively impacted our liquidity and reinforce our expectation that we will maintain adequate liquidity for the next year and beyond.

Our liquidity position may be negatively affected by unfavorable conditions in the capital markets in which we operate or if our VOCR portfolios do not meet specified portfolio credit parameters. Our liquidity, as it relates to our VOCR securitization program, could be adversely affected if we were to fail to renew or replace our conduit facilities on their expiration dates, or if a particular receivables pool were to fail to meet certain ratios, which could occur in certain instances if the default rates or other credit metrics of the underlying VOCRs deteriorate. Our ability to sell securities backed by our VOCRs depends on the continued ability and willingness of capital market participants to invest in such securities.

Each of our non-recourse securitized term notes and the bank conduit facilities contain various triggers relating to the performance of the applicable loan pools. If the VOCR pool that collateralizes one of our securitization notes fails to perform within the parameters established by the contractual triggers (such as higher default or delinquency 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 June 30, 2025, all of our securitized loan pools were in compliance with applicable contractual triggers.

We may, from time to time, depending on market conditions and other factors, repurchase our outstanding indebtedness, whether or not such indebtedness trades above or below its face amount, for cash and/or in exchange for other securities or other consideration, in each case in open market purchases and/or privately negotiated transactions.

For additional details regarding our credit facilities, term loan B facility, and non-recourse debt see Note 10—Debt to the Condensed Consolidated Financial Statements.

Material Cash Requirements

The following table summarizes material future contractual obligations of our continuing operations as of June 30, 2025 (in millions). We plan to fund these obligations, along with our other cash requirements, with net cash from operations, cash and cash equivalents, and through the use of our revolving credit facilities, bank conduit facilities, and continued access to debt markets.

(a)Represents required principal payments on notes, term loans, and finance leases.

(b)Represents required principal payments on debt that is securitized through bankruptcy-remote special purpose entities; the creditors of which have no recourse to us for principal and interest.

(c)Includes interest on debt and non-recourse debt; estimated using the stated interest rates.

(d)Includes $535 million for marketing related activities, $383 million related to the development of vacation ownership properties, and $130 million for information technology activities.

(e)Includes $102 million for a lease agreement related to our new corporate headquarters building expected to commence in the third quarter of 2025.

(f)Excludes a $31 million liability for unrecognized tax benefits as it is not reasonably estimable to determine the periods in which such liability would be settled with the respective tax authorities.

In addition to the amounts shown in the table above and in connection with our separation from our former parent, ABG, formerly Cendant Corporation, we entered into certain guarantee commitments with ABG (pursuant to our assumption of certain liabilities and our obligation to indemnify ABG, Anywhere Real Estate Inc. (formerly Realogy), and Travelport for such liabilities) and guarantee commitments related to deferred compensation arrangements with ABG and Anywhere Real Estate Inc. We also entered into certain guarantee commitments and indemnifications related to the sale of our vacation rentals businesses. For information on matters related to our former parent and subsidiaries see Note 21—Transactions with Former Parent and Former Subsidiaries to the Condensed Consolidated Financial Statements.

In addition to the key contractual obligation and separation related commitments described above, we also utilize surety bonds in our Vacation Ownership business for sales and development transactions in order to meet regulatory requirements of certain states. In the ordinary course of our business, we have assembled commitments from 13 surety providers in the amount of $2.38 billion, of which we had $579 million outstanding as of June 30, 2025. 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 our corporate credit rating. If the bonding capacity is unavailable or, alternatively, the terms and conditions and pricing of the bonding capacity are unacceptable to us, our Vacation Ownership business could be negatively impacted.

As of June 30, 2025, our secured debt is rated Ba3 with a “stable outlook” by Moody’s Investors Service, Inc., BB- with a “stable outlook” by Standard & Poor’s Rating Services, and BB+ with a “stable outlook” by Fitch Rating Agency. A security rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating organization. Reference in this report to any such credit rating is intended for the limited purpose of discussing or referring to aspects of our liquidity and of our costs of funds. Any reference to a credit rating is not intended to be any guarantee or assurance of, nor should there be any undue reliance upon, any credit rating or change in credit rating, nor is any such reference intended as any inference concerning future performance, future liquidity, or any future credit rating.

CASH FLOW

The following table summarizes the changes in cash, cash equivalents, and restricted cash (in millions):

Operating Activities

Net cash provided by operating activities increased $132 million for the six months ended June 30, 2025 compared to the prior year. This increase was primarily attributable to a $75 million decrease in cash utilized for working capital driven by $78 million of higher collections on VOCRs and a $12 million increase in deferred income driven by our co-branded credit card programs, partially offset by $22 million of higher employee incentive payments; a $71 million increase in non-cash addbacks driven by the $32 million Gain on disposal of discontinued business, net of income taxes in the prior year and a $28 million increase in the provision for loan losses. These increases in cash provided by operating activities were partially offset by a $14 million decrease in Net income attributable to Travel + Leisure Co.

Investing Activities

Net cash used in investing activities decreased $33 million during the six months ended June 30, 2025 compared to the prior year. This decrease is primarily due to $44 million paid for the acquisition of Accor Vacation Club during 2024 and $15 million of proceeds from the sale of investments during the current year, partially offset by a $20 million increase in capital expenditures.

Financing Activities

Net cash used in financing activities decreased $6 million during the six months ended June 30, 2025 compared to the prior year. This variance was primarily due to a $159 million increase in net proceeds from corporate debt, partially offset by a $101 million increase in net payments on non-recourse debt and $46 million increase in share repurchases.

Capital Deployment

We focus on deploying capital for the highest possible returns. Ultimately, our business objective is to grow our business while optimizing cash flow and Adjusted EBITDA. We intend to continue to invest in select capital and technological improvements across our business. We also regularly consider a wide array of potential acquisitions and other strategic transactions, including acquisitions of businesses and real property, joint ventures, business combinations, strategic investments, and dispositions. Any of these transactions could be material to our business. As part of this strategy, we have made, and expect to continue to make, proposals and enter into non-binding letters of intent, allowing us to conduct due diligence on a confidential basis. A potential transaction contemplated by a letter of intent may never reach the point where we enter into a definitive agreement, nor can we predict the timing of such a potential transaction. Finally, we intend to continue to return value to shareholders through the repurchase of common stock and payment of dividends. All future declarations of quarterly cash dividends and increases to the capacity of our share repurchase program are subject to review and approval by the Board of Directors (“Board”).

During the six months ended June 30, 2025, we spent $67 million on vacation ownership development projects (inventory). We believe that our Vacation Ownership business currently has adequate finished inventory to support vacation ownership sales for several years. As such, we expect to remain below historical levels of spending for vacation ownership development projects in 2025 with anticipated full year spending between $150 million and $180 million. After factoring in the anticipated additional annual spending, we expect to have adequate inventory to support vacation ownership sales through at least the next four to five years.

During the six months ended June 30, 2025, we spent $58 million on capital expenditures, primarily for information technology and sales center improvement projects. During 2025, we anticipate spending between $125 million and $135 million on capital expenditures, primarily for continuation of information technology digital and new club initiatives, sales center facility and related system enhancements, resort improvements, and a new corporate office.

In connection with our focus on optimizing cash flow, we are continuing our asset-light efforts in vacation ownership by seeking opportunities with financial partners whereby they make strategic investments to develop assets on our behalf. We refer to this as Just-in-Time. The partner may invest in new ground-up development projects or purchase from us, for cash, existing in-process inventory which currently resides on our Condensed Consolidated Balance Sheets. The partner will complete the development of the project and we may purchase finished inventory at a future date as needed or as obligated under the agreement.

We expect that the majority of the expenditures that will be required to pursue our capital spending programs, strategic investments, and vacation ownership development projects will be financed with cash flow generated through operations and cash and cash equivalents. We expect that additional expenditures will be financed with general secured corporate borrowings, including through the use of available capacity under our revolving credit facility.

Share Repurchase Program

On August 20, 2007, our Board authorized a share repurchase program that enables us to purchase our common stock. As of June 30, 2025, the Board has increased the capacity of the program 10 times, most recently in May 2024 by $500 million, bringing the total authorization under the current program to $7.0 billion. During the six months ended June 30, 2025, we repurchased 2.8 million shares at an average price of $49.35 for a cost of $140 million, bringing the total share repurchased under this authorization to $6.79 billion. Since the inception of this program, proceeds received from stock option exercises have increased the repurchase capacity by $89 million, resulting in $303 million of remaining availability under this program as of June 30, 2025.

The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors, including capital allocation priorities. Repurchases may be conducted in the open market or in privately negotiated transactions.

Dividends

We paid cash dividends of $0.56 per share during the first and second quarters of 2025 and $0.50 per share during the first and second quarters of 2024. The aggregate dividends paid to shareholders were $78 million and $73 million during the six months ended June 30, 2025 and 2024. Our long-term plan is to grow our dividend at the rate of growth of our earnings at a minimum. The declaration and payment of future dividends to holders of our common stock are at the discretion of our Board and depend upon many factors, including our financial condition, earnings, capital requirements of our business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice, and other factors that our Board deems relevant. There is no assurance that a payment of a dividend or a dividend at current levels will occur in the future.

SEASONALITY

We experience seasonal fluctuations in our net revenues and net income from sales of VOIs and vacation exchange fees. Revenues from sales of VOIs are generally higher in the third quarter than in other quarters due to increased leisure travel. Revenues from vacation exchange fees are generally highest in the first quarter, which is typically when members of our vacation exchange business book their vacations for the year.

The seasonality of our business may cause fluctuations in our quarterly operating results. As we expand into new markets and geographical locations, we may experience increased or different seasonality dynamics that create fluctuations in operating results different from the fluctuations we have experienced in the past.

COMMITMENTS AND CONTINGENCIES

From time to time, we are involved in claims, legal and regulatory proceedings, and governmental inquiries related to our business, none of which, in the opinion of management, is expected to have a material effect on our results of operations or financial condition. See Note 16—Commitments and Contingencies to the Condensed Consolidated Financial Statements for a description of claims and legal actions arising in the ordinary course of our business along with our guarantees and indemnifications and Note 21—Transactions with Former Parent and Former Subsidiaries to the Condensed Consolidated Financial Statements for a description of our obligations regarding ABG contingent litigation, matters related to Wyndham Hotels & Resorts, Inc., and matters related to the vacation rentals businesses.

CRITICAL ACCOUNTING ESTIMATES

In presenting our Condensed Consolidated Financial Statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material impact to our consolidated results of operations, financial position, and liquidity. We believe that the estimates and assumptions we used when preparing our Condensed Consolidated Financial Statements were the most appropriate at that time. These Condensed

Consolidated Financial Statements should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements included in the Annual Report on Form 10-K filed with the SEC on February 19, 2025, which includes a description of our critical accounting estimates that involve subjective and complex judgments that could potentially affect reported results. There have been no material changes to these critical accounting estimates since the filing of the Annual Report on Form 10-K for the year ended December 31, 2024.