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 September 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 September 30, 2025 vs. Three Months Ended September 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 September 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 $22 million and $16 million for the three months ended September 30, 2025 and 2024. These commissions are reported within Service and membership fees on the Condensed Consolidated Statements of Income.

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

Our consolidated results are as follows (in millions):

Net revenues increased $51 million for the three months ended September 30, 2025, compared with the same period last year. This increase was unfavorably impacted by foreign currency of $1 million. Excluding the impacts of foreign currency, the increase in net revenues was primarily the result of:

•$52 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 commission revenues; and VOI trial package and incentive revenues; as well as

•$1 million of increased revenues at our Travel and Membership segment primarily due to an increase in transaction revenue as a result of higher Travel club transactions.

Expenses increased $26 million for the three months ended September 30, 2025, compared with the same period last year. This increase in expenses was not materially impacted by foreign currency. The increase in expenses was primarily the result of:

•$18 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 general and administrative expenses due to higher professional fees and variable compensation;

•$10 million increase in marketing costs in support of increased tour flow and sales volume at the Vacation Ownership segment;

•$7 million increase in cost of sales at the Travel and Membership segment due to the increase in Travel Clubs transactions and a heavier weighting of rentals;

•$6 million of inventory impairment charges at the Vacation Ownership segment resulting from our strategic resort restructuring;

•$5 million increase in property management expenses due to higher reimbursable resort operating costs and expenses; and a

•$5 million increase in sales and commission expense for VOI Fee-for-Service sales due to increased volume.

These increases were partially offset by:

•$19 million decrease in the cost of VOIs sold primarily due to variations in inventory sourcing, partially offset by increased sales volume; and a

•$14 million decrease in restructuring expense due to the 2024 restructuring plan.

Interest expense decreased $3 million for the three months ended September 30, 2025 compared with the same period last year primarily due to lower effective interest rates on variable rate corporate borrowings.

Our effective tax rates were 30.0% and 25.3% during the three months ended September 30, 2025 and 2024. The effective tax rate for the three months ended September 30, 2025 was primarily impacted by an increase in taxes on foreign income. The effective tax rate for the three months ended September 30, 2024 was primarily impacted by a decrease in the valuation allowance on foreign tax credits.

As a result of these items, Net income attributable to Travel + Leisure Co. shareholders increased $14 million for the three months ended September 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.

(b)Includes $6 million of inventory impairments for the three months ended September 30, 2025, included in Cost of vacation ownership interests on the Condensed Consolidated Statements of Income.

(c)Represents adjustments for other items that meet the conditions of unusual and/or infrequent.

Net revenues increased $51 million and Adjusted EBITDA increased $29 million for the three months ended September 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 not materially impacted by foreign currency.

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

•$61 million increase in Gross VOI sales, net of Fee-for-Service sales, due to a 9.7% increase in VPG due to a higher owner upgrade transaction mix (66% in the current period compared to 63% in the same period of 2024) which generally produce higher VPGs, and a 2.3% increase in tours;

•$6 million increase in commission revenues due to higher volume of VOI Fee-for-Service sales;

•$3 million increase in other revenues due to higher VOI travel package and incentive revenues; and a

•$2 million increase in property management revenues primarily due to higher management fees.

These increases were partially offset by a $21 million increase in our provision for loan losses primarily due to increased Gross VOI sales, net of Fee-for-Service sales and a higher provision rate associated with increased defaults.

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

•$18 million increase in sales and commission expenses due to higher Gross VOI sales, net of Fee-for-Service sales;

•$11 million increase in marketing costs in support of increased tour flow and sales volume;

•$5 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

•$5 million increase in sales and commission expense for VOI Fee-for-Service sales due to increased volume; and a

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

These increases were partially offset by a $19 million decrease in the cost of VOIs sold primarily due to variations in inventory sourcing, partially offset by increased sales volume.

Net revenues increased $1 million and Adjusted EBITDA decreased $4 million during the three months ended September 30, 2025, compared with the same period of 2024. The net revenue increase was not materially impacted by foreign currency. The Adjusted EBITDA decrease was unfavorably impacted by foreign currency of $1 million.

The increase in net revenues was primarily driven by a $3 million increase in transaction revenue due to an 11.6% increase in transactions, driven by significant growth in Travel Clubs transactions, partially offset by an 8.0% decrease in revenue per transaction; and a $2 million decrease in subscription revenue.

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

•$7 million increase in cost of sales due to the increase in Travel Clubs transactions and a heavier weighting of rentals; partially offset by

• $3 million of employee related cost savings mostly due to the 2024 strategic restructuring of this segment; which focused on enhancing organizational efficiency and rationalizing operations.

Corporate and other

For the three months ended September 30, 2025 compared to the same period of 2024, Corporate and other net revenue decreased $1 million due to higher intersegment eliminations, and Adjusted EBITDA decreased $1 million driven by higher advertising expenses.

NINE MONTHS ENDED SEPTEMBER 30, 2025 VS. NINE MONTHS ENDED SEPTEMBER 30, 2024

Our consolidated results are as follows (in millions):

Net revenues increased $103 million for the nine months ended September 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:

•$133 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 exchange transactions and lower revenue per transaction.

Expenses increased $54 million for the nine months ended September 30, 2025 compared with the same period last year and were favorably impacted by foreign currency of $3 million. Excluding the impacts of foreign currency, the increase in expenses was primarily due to:

•$34 million increase in sales and commission expenses at the Vacation Ownership segment due to higher Gross VOI sales, net of Fee-for-Service sales;

•$28 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

•$21 million increase in marketing costs driven by our Vacation Ownership segment in support of increased sales volume and tour flow;

•$9 million increase in general and administrative expenses driven by $20 million of higher professional fees, variable compensation, advertising costs, and stock-based compensation; partially offset by a $13 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;

•$7 million increase in cost of sales at the Travel and Membership segment due to the increase in Travel Clubs transactions and a heavier weighting of rentals;

•$6 million increase in depreciation and amortization and a;

•$6 million inventory impairment at the Vacation Ownership segment resulting from our strategic resort restructuring initiative.

These increases were partially offset by:

•$29 million decrease in the cost of VOIs sold primarily due to variations in inventory sourcing, partially offset by increased sales volume;

•$14 million decrease in restructuring due to the 2024 restructuring plan;

•$9 million decrease in developer obligations due to increased monetization of unsold VOIs; and

•$6 million of operating cost savings at the Travel and Membership segment driven by the strategic restructuring of the segment in the prior year.

Interest expense decreased $14 million for the nine months ended September 30, 2025 compared with the same period last year, primarily due to lower effective interest rates on variable rate corporate borrowings.

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

Interest income decreased $6 million for the nine months ended September 30, 2025 compared with the same period last year primarily due to a lower investment balance.

Our effective tax rates were 29.1% and 26.9% for the nine months ended September 30, 2025 and 2024. The effective tax rate for the nine months ended September 30, 2025 was primarily impacted by an increase in unrecognized tax benefits and taxes on foreign income offset by a decrease in state taxes. The effective tax rate for the nine months ended September 30, 2024 was primarily impacted by the portion of stock-based compensation expense that is not deductible for tax purposes, an increase in taxes on foreign income, and an increase in unrecognized tax benefits, partially offset by a decrease in the valuation allowance on foreign tax credits.

Gain on disposal of discontinued business, net of income taxes was $32 million during the nine months ended September 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 $1 million for the nine months ended September 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.

(b)Includes $6 million of inventory impairments for the nine months ended September 30, 2025, included in Cost of vacation ownership interests on the Condensed Consolidated Statements of Income.

(c)Represents adjustments for other items that meet the conditions of unusual and/or infrequent.

Net revenues increased $128 million and Adjusted EBITDA increased $65 million during the nine months ended September 30, 2025 compared with the same period of 2024. The net revenue increase was unfavorably impacted by foreign currency of $5 million and Adjusted EBITDA was unfavorably impacted by foreign currency of $3 million.

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

•$141 million increase in gross VOI sales, net of Fee-for-Service sales, due to a 7.5% 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 1.5% increase in tours;

•$22 million increase in property management revenues primarily due to higher management fees and reimbursable revenues;

•$14 million increase in other operating revenue primarily due to higher VOI travel package and incentive revenues; and a

•$4 million increase in consumer financing revenues primarily due to a higher average portfolio balance.

These increases were partially offset by a $50 million increase in our provision for loan losses primarily due to higher gross VOI sales, net of Fee-for-Service sales and a higher provision rate associated with increased defaults.

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

•$34 million increase in sales and commission expenses due to higher gross VOI sales, net of Fee-for-Service sales;

•$28 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

•$24 million increase in marketing costs in support of increased sales volume and tour flow;

•$10 million increase in general and administrative expenses due to higher professional fees and variable compensation; and a

•$3 million increase in other operating expenses due to higher VOI travel package and incentive expenses.

These increases were partially offset by an:

•$29 million decrease in the cost of VOIs sold primarily due to variations in inventory sourcing, partially offset by increased sales volume; and a

•$9 million decrease in developer obligations due to increased monetization of unsold VOIs.

Net revenues decreased $24 million and Adjusted EBITDA decreased $17 million during the nine months ended September 30, 2025 compared with the same period of 2024. The net revenue and Adjusted EBITDA decreases were both unfavorably impacted by foreign currency of $1 million.

The decrease in net revenues, excluding foreign currency impacts, was primarily driven by a $21 million decrease in Exchange transaction revenue due to a 9.1% decrease in Exchange transactions partially offset by a $6 million increase in Travel Clubs transaction revenue due to a 13.1% increase in Travel Clubs transactions and a 4.5% decrease in total revenue per transaction; a $5 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 offset by significant growth in Travel clubs transactions.

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

•$7 million increase in cost of sales due to increased Travel Clubs transactions and a heavier weighting of rentals partially offset by;

•$11 million of cost savings primarily driven by the 2024 strategic restructuring of this segment, which focused on enhancing organizational efficiency and rationalizing operations, including $6 million of operating costs, $3 million of general and administrative expenses, and $2 million of marketing; and

•$3 million of facilities and cloud savings.

Corporate and other

For the nine months ended September 30, 2025, Corporate and other net revenue decreased $1 million due to higher intersegment eliminations and Adjusted EBITDA decreased $7 million compared to 2024. The adjusted EBITDA decrease was driven by $6 million of advertising expenses.

RESTRUCTURING PLANS

In order to promote the long-term strength of its portfolio of vacation ownership resorts, we undertook a strategic review with the intent of optimizing the overall quality of the portfolio, maintaining affordability of maintenance fees, and mitigating the need for costly special assessments in the future. This review identified fourteen resorts requiring substantial upgrades or those that are located in markets that no longer align with owner preferences. As a result, during the third quarter of 2025, we proposed to the boards of the respective HOAs of the identified resorts, a court-supervised restructuring plan to remove select resorts from our portfolio and reduce the number of units at certain other resorts. As of September 30, 2025, we have received confirmation of both HOA board and required member approvals of the proposed actions for three of the fourteen resorts, with member votes for the remaining eleven resorts scheduled to occur during the fourth quarter of 2025. We anticipate that the respective HOAs will receive the necessary court approvals for the sale of the property governed by the HOAs by the end of 2026.

In connection with these actions, during the third quarter of 2025, we incurred $6 million of inventory impairment charges at the Vacation Ownership segment related to the three resorts for which it had received confirmation of both HOA and member approval of the proposed actions. These charges are included within Cost of vacation ownership interests on the Condensed Consolidated Statements of Income. We also incurred $1 million of employee costs associated with these actions, which are included within Operating expense.

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 $7 million of cash payments during the nine months ended September 30, 2025. The remaining 2024 restructuring liability of $1 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 nine months ended September 30, 2025. The remaining liability of $13 million under these plans is expected to be paid by the end of 2029. See Note 21—Restructuringto the Condensed Consolidated Financial Statements for additional details of our restructuring activities.

FINANCIAL CONDITION

Total assets increased by $157 million from December 31, 2024 to September 30, 2025, primarily due to:

•$73 million increase in Cash and cash equivalents driven by $516 million of net cash provided by operating activities, $494 million net proceeds from the issuance of $500 million 6.125% secured notes due September 2033, and $27 million received from the issuance of common stock driven by option exercises and participation in our employee stock purchase plan, partially offset by repayment of the $350 million 6.60% secured notes due October 2025, $211 million of cash paid for share repurchases, $114 million of dividend payments, $106 million of net payments on non-recourse debt, $85 million of property and equipment additions, and $54 million of net payments on the revolving credit facility;

•$42 million increase in Inventory driven by $96 million of inventory acquisitions and $8 million of net transfers of completed VOI inventory from property and equipment, partially offset by $58 million from the sale of VOI inventory;

•$18 million increase in Trade receivables, net, due to a $17 million increase in Fee-for-Service commission receivables; and a

•$16 million increase in Prepaid expenses driven by a $13 million increase in prepaid maintenance due to timing of contract renewals.

These increases were partially offset by a $27 million decrease in Vacation ownership contract receivables, net driven by $839 million of principal collections and net provision for loan losses of $365 million, partially offset by $1.18 billion of VOI originations.

Total liabilities increased by $98 million from December 31, 2024 to September 30, 2025, primarily due to:

•$86 million increase in Debt primarily due to the issuance of the $500 million 6.125% secured notes due September 2033, partially offset by the repayment of the $350 million 6.60% secured notes due October 2025, and $54 million of net payments on the revolving credit facility;

•$41 million increase in Deferred income taxes primarily driven by installment sales;

•$39 million increase in Accrued expenses and other liabilities primarily due to a new $61 million lease for our corporate headquarters, partially offset by a $23 million decrease in ABG separation and related liabilities, and a $15 million decrease in accrued payroll and related costs, primarily employee bonus and commissions; and a

•$32 million increase in Deferred income driven by an increase of $16 million related to co-branded credit card programs, $5 million increase in deferred VOI incentive revenue, and a $4 million increase in deferred VOI trial package revenues.

These increases were partially offset by a $99 million decrease in Non-recourse vacation ownership debt driven by $106 million net repayments, partially offset by $6 million of foreign exchange impacts.

Total deficit decreased $59 million from December 31, 2024 to September 30, 2025, primarily due to $291 million of Net income attributable to Travel + Leisure Co. shareholders; $43 million of favorable currency translation adjustments driven by fluctuations in exchange rates, primarily the British pound sterling, Australian dollar, and the Euro; $38 million change in stock-based compensation, and $22 million from stock option exercises; partially offset by $210 million of share repurchases and $116 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 $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 September 30, 2025, we had $240 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 $815 million of available capacity as of September 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 September 30, 2025, our interest coverage ratio was 4.70 to 1.0 and our first lien leverage ratio was 3.27 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 September 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.

During the third quarter of 2025, we issued secured notes due September 2033, with a face value of $500 million and an interest rate of 6.125%. The proceeds of this offering were used to redeem all of our $350 million 6.60% secured notes due October 2025, toward repayment of outstanding borrowings under the revolving credit facility, to pay the fees and expenses incurred in connection with the issuance, and for general corporate purposes.

These transactions reinforce our expectation that we will maintain adequate liquidity for the next year and beyond. As of September 30, 2025, we had $3.39 billion of outstanding borrowings under our secured notes and term loan B facility with maturities ranging from 2026 to 2033.

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 ($350 million available as of September 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 and $300 million during the first and third quarters of 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 September 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 September 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 $523 million for marketing related activities, $383 million related to the development of vacation ownership properties, and $129 million for information technology activities.

(e)Excludes a $32 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 22—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 $550 million outstanding as of September 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 September 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 $150 million for the nine months ended September 30, 2025 compared to the prior year. This increase was primarily attributable to the Net income decline of $1 million being more than offset by a $137 million increase in non-cash addbacks. The increase in non-cash addbacks was driven by a $49 million increase in the provision for loan losses and the $32 million Gain on disposal of discontinued business, net of income taxes in the prior year. In addition, working capital deductions decreased by $14 million, reflecting $65 million of higher net collections on VOCRs and a $27 million increase in deferred income driven by our co-branded credit card programs; partially offset by $45 million of higher trade receivables, and a $41 million increase in net inventory acquisitions.

Investing Activities

Net cash used in investing activities decreased $23 million during the nine months ended September 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 $8 million of net proceeds from the sale of investments during the current year, partially offset by a $27 million increase in capital expenditures.

Financing Activities

Net cash used in financing activities decreased $14 million during the nine months ended September 30, 2025 compared to the prior year. This variance was primarily due to a $120 million increase in net proceeds from corporate debt, partially offset by a $63 million increase in net payments on non-recourse debt and $49 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 nine months ended September 30, 2025, we spent $96 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 $130 million and $140 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 nine months ended September 30, 2025, we spent $85 million on capital expenditures, primarily for information technology, a new corporate office, and sales center improvement projects. During 2025, we anticipate spending between $120 million and $130 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 the 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 September 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 nine months ended September 30, 2025, we repurchased 4.0 million shares at an average price of $52.43 for a cost of $210 million, bringing the total share repurchased under this authorization to $6.86 billion. Since the inception of this program, proceeds received from stock option exercises have increased the repurchase capacity by $109 million, resulting in $253 million of remaining availability under this program as of September 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, second, and third quarters of 2025 and $0.50 per share during the first, second, and third quarters of 2024. The aggregate dividends paid to shareholders were $114 million and $108 million during the nine months ended September 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 22—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.