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Travel & Leisure Co.

For the period ended Dec 31, 2025. Filed Feb 18, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 18, 2026

TNL$75.33+0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-19.

0001361658-25-000012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-18.

0001361658-26-000009

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 194 previous paragraphs and 210 current paragraphs.

83 unchanged; 84 reworded; 38 added; 27 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (38)

Current report

During 2025, our business saw continued demand for leisure travel which resulted in higher Gross VOI sales and Adjusted EBITDA growth at our Vacation Ownership business, as compared to the prior year. Tour flow increased year‑over‑year in the fourth quarter, as well as for the full year. We believe this tour increase, coupled with a significant increase in volume per guest (“VPGs”) as compared to the prior year, highlights consumers’ recognition of the value proposition of our products. Such value proposition becomes especially apparent during periods of inflation when the costs of other accommodation types are rising. Although consumer sentiment progressively declined throughout 2025, our Vacation Ownership business is benefited by the fact that the majority of our owners do not have loans and are therefore less dependent on economic conditions when making travel decisions, which provides opportunities for upgrade sales.

Current report

At our Travel and Membership business, 2025 continued to reflect the impacts of exchange headwinds, which resulted in lower revenues. This decline was primarily attributed to a reduction in member counts and an increasing mix of exchange members with club affiliations. Exchange members with club affiliations have historically demonstrated a lower propensity to transact, which has contributed to a decline in exchange transactions. This decline was partially offset by continued growth in Travel Club transactions. Exchange revenue per transaction remained flat compared to the prior year, while Travel Club revenue per transaction declined. However, the overall improvement in Travel Club transactions outpaced the decline in revenue per transaction leading to increased revenue for this subset of the business, supporting this segment’s performance. Given recent declines in the number of exchange members, this business may be negatively impacted in the future if we are required to purchase additional inventory to supplement the inventory supplied by exchange members.

Current report

We have seen an improvement in interest rates on our variable rate corporate borrowings which positively impacted our interest expense during 2025. Interest expense was also benefitted by savings associated with refinancing our revolving credit facility at the end of the second quarter, which reduced the associated interest rate spread on borrowings by 25 basis points at all pricing levels, and the refinancing of our $350 million notes in the third quarter with a nearly 50 basis point interest rate reduction. We anticipate further interest savings following the refinancing of our Term Loan B facility, which occurred at the end of the fourth quarter and reduced the interest rate on this facility by 50 basis points (see Note 15—Debtto the Consolidated Financial Statements for additional details on these refinancings). Additionally, we completed three term securitizations during 2025. Two had terms comparable to our 2024 transactions, while the third, completed in the fourth quarter, achieved our lowest coupon rate since 2022. These transactions demonstrate the strength of our business, even during times of market volatility.

Current report

In order to promote the long-term strength of our vacation ownership resorts, we undertook a strategic review during 2025 with the intent of optimizing the overall quality of our resort portfolio, aligning with evolving owner preferences, preserving the affordability of maintenance fees, and mitigating the need for costly special assessments in the future. This review identified 17 resorts requiring significant owner reinvestment, or that are in markets that no longer align with owner demand. See Note 25—Restructuring—Resort Optimization Initiative to the Consolidated Financial Statements for a description of the restructuring plan we are undertaking in connection with this strategic review.

Current report

This plan is expected to result in meaningful annual savings attributable to the maintenance fees we incur on unsold VOIs. Such savings would be partially offset by the loss of, or reduction in, VOI sales and property management fees earned at the impacted resorts resulting in an expected positive net impact to Adjusted EBITDA beginning in 2026. In connection with these actions, during 2025, we incurred the following charges:

Current report

•$216 million of inventory write-downs and impairments, which are included within Cost of vacation ownership interests on the Consolidated Statements of Income;

Current report

•$9 million of other charges consisting primarily of employee‑related costs, of which $5 million is included within Operating expense and $4 million is included in Restructuring on the Consolidated Statements of Income; and

Current report

•$8 million of property and equipment impairments, which are included within Asset impairments, net.

Current report

We would expect to incur an additional $4 million of inventory impairment charges and an additional $11 million of inventory write-downs if the remaining actions are approved by the owners in the first quarter of 2026.

Current report

On July 4, 2025, the bill commonly referred to as the “One Big Beautiful Bill Act” was signed into law. Among other provisions, the bill extends permanently, with modifications, tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act and restores and makes permanent many business provisions, such as full expensing for research and development and capital investments. In addition, the bill contains other new tax relief measures and various revenue raising measures. The legislation has multiple effective dates. For the provisions effective in 2025, there was no material impact to our effective tax rate for the year ended December 31, 2025. For the provisions which will become effective in 2026, we are currently assessing the potential impact of these changes on our business and financial results.

Current report

•$182 million increase in cost of VOIs driven by $216 million of inventory write-downs and impairments related to the resort optimization initiative at the Vacation Ownership segment (see Note 25—Restructuring for additional information), partially offset by a $34 million decrease in the cost of VOIs sold due to variations in inventory sourcing;

Current report

•$23 million increase in General and administrative expenses driven by $17 million higher stock-based compensation expense, $9 million higher advertising costs, and $8 million higher employee-related costs; partially offset 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;

Current report

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

Current report

•$7 million increase in Asset impairments, net driven by $8 million of asset impairments at the Vacation Ownership segment resulting from the resort optimization initiative; and a

Current report

•$18 million decrease in developer obligations due to increased monetization of unsold VOIs; and

Current report

•$9 million of operating cost savings at the Travel and Membership driven by the strategic restructuring of this segment in the prior year and additional restructuring activities during the fourth quarter of 2025.

Current report

Interest income decreased $5 million during 2025 compared with 2024, primarily due to a lower investment balance.

Current report

Our effective tax rates were 31.8% and 26.4% for the years ended December 31, 2025 and 2024. Our effective tax rate for 2025 was impacted primarily by the inventory write-down and impairment charges recorded in the year that significantly reduced our pre-tax income.

Current report

(b)Includes $216 million of inventory write-downs and impairments during 2025, included within Cost of vacation ownership interests on the Consolidated Statements of Income.

Current report

(d)Includes $5 million of employee costs associated with the resort optimization initiative included within Operating expense on the Consolidated Statements of Income, and $2 million of other items that meet the conditions of unusual and/or infrequent, partially offset by a $4 million gain on sale of a corporate building owned by our Travel and Membership segment, which was previously held-for-sale.

Current report

•$18 million increase in other revenues due to $9 million increase in co-branded credit card revenues and $8 million of higher VOI incentive revenues:

Current report

•$18 million decrease in developer obligations due to increased monetization of unsold VOIs.

Current report

In order to promote the long-term strength of our portfolio of vacation ownership resorts, we undertook a strategic review with the intent of optimizing the overall quality of our resort portfolio, aligning with evolving owner preferences, preserving the affordability of maintenance fees, and mitigating the need for costly special assessments in the future. This review identified 17 resorts requiring significant owner reinvestment or are in markets that no longer align with owner demand. As a result, during 2025, we proposed to the boards of these respective homeowners’ associations (“HOAs”) of the identified resorts, court-supervised restructuring plans to remove select resorts from our portfolio and reduce the number of units at certain other resorts.

Current report

In connection with these actions, during 2025, we incurred $216 million of inventory write-downs and impairments at the Vacation Ownership segment associated with the removal of the identified resorts and the agreements to supply replacement inventory to the impacted vacation ownership clubs. These charges are included within Cost of vacation ownership interests on the Consolidated Statements of Income. We also incurred $9 million of other charges consisting primarily of employee-related costs, of which $5 million is included within Operating expense and $4 million is included in Restructuring on the Consolidated Statements of Income, and $8 million of impairments of other property and equipment, which are included within Asset impairments, net. As of December 31, 2025, there were $4 million of restructuring liabilities associated with this initiative, which are expected to be paid by the end of 2027. See Note 25—Restructuring—Resort Optimization Initiative to the Consolidated Financial Statements for additional details.

Current report

See Note 25—Restructuring to the Consolidated Financial Statements for additional details of our restructuring plans.

Current report

•$60 million increase in Other assets driven by $38 million increase in right-of-use assets driven by our new corporate headquarters lease, $22 million increase in non-trade receivables, net, $16 million of inventory transferred to assets held-for-sale in 2025 related to the resort optimization initiative (see Note 25—Restructuring for additional information), and a $10 million increase in deferred costs, partially offset by a $29 million decrease in tax receivables;

Current report

•$11 million increase in Restricted cash associated with funds on deposit held to pay claims by our captive insurance company.

Current report

Total liabilities increased $127 million from December 31, 2024 to December 31, 2025, primarily due to:

Current report

•$132 million increase in Accrued expenses and other liabilities due to a $57 million increase in lease liabilities driven by our new corporate headquarters, $25 million for an inventory financing obligation, $17 million increase in accrued payroll costs, primarily variable compensation and deferred compensation, a $17 million increase in resort related obligations and commitments, and a $14 million increase in accrued taxes; and an

Current report

These increases were partially offset by an $18 million decrease in Deferred income taxes driven by impairments, partially offset by installment sales and tax depreciation and amortization.

Current report

We generally utilize borrowing via secured note and term loan B issuances to meet our long-term financing needs. 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.

Current report

During the fourth quarter of 2025, we amended the credit agreement governing our revolving credit facility and term loan B facility (“Eighth Amendment”). The Eighth Amendment refinanced the $869 million outstanding balance of the Term Loan B facility, with interest rate per annum applicable to borrowings under this facility equal to the Term SOFR rate, plus an applicable rate of 2.00%, representing a 50 basis point reduction. The maturity date of this facility remains December 14, 2029.

Current report

(e)Represents an inventory financing obligation with a third-party developer, including associated interest (see Note 10—Inventory to the Consolidated Financial Statements for further detail) of which $27 million is included within Accrued expenses and other liabilities on the Consolidated Balance Sheets.

Current report

Net cash provided by operating activities increased $176 million for the year ended December 31, 2025 compared to the prior year. This increase was primarily attributable to the Net income decline of $181 million being more than offset by a $279 million increase in non-cash addbacks. The increase in non-cash addbacks were driven by $216 million of inventory write-downs and impairments incurred during 2025 resulting from the resort optimization initiative, a $52 million increase in the provision for loan losses, and the $33 million Gain on disposal of discontinued business, net of income taxes in the prior year.

Current report

Subsequent to the end of the year, our Board of Directors increased the authorization for the share repurchase program by $750 million.
Removed paragraphs (27)

Previous report

During 2024, our business saw strong demand for leisure travel which resulted in higher tours and Gross VOI sales at our Vacation Ownership business, as compared to the prior year. Our volume per guest (“VPG”) also continued to perform above pre-pandemic levels, despite VPG levels moderating in response to our strategic shift to increase our mix of new owners, which generally produce lower VPGs and lower close rates. This strategic shift was made to grow our pipeline of potential future owner upgrade sales.

Previous report

The 2024 full-year results also reflect the impact of cost savings realized as a result of the strategic realignment of our Travel and Membership segment at the end of 2023 and the implementation of additional cost saving initiatives at this segment in the third quarter of 2024. As a result of these cost saving initiatives we saw an increase in net income and Adjusted EBITDA at this segment despite a decrease in revenue as compared to the prior year. The Travel and Membership segment was also benefited by pricing increases which led to higher revenue per transaction and served to partially offset the impact of lower transactions, as compared to the prior year. Lower transactions compared to the prior year were primarily the result of an increasing mix of exchange members with a club affiliation, who have a lower transaction propensity.

Previous report

On March 1, 2024, we acquired Accor Vacation Club for $50 million ($44 million net of cash acquired). Accor Vacation Club represents 24 resorts and nearly 30,000 members. This acquisition was undertaken to help the two companies establish a relationship to develop new timeshare products in the Asia Pacific, Middle East, Africa, and Türkiye regions under the Accor Vacation Club brand, leveraging the Travel + Leisure Co. global platform. Accor receives a percentage of vacation ownership sales revenue as a licensing fee under the exclusive licensing agreement and we receive the exclusive right to develop new vacation ownership clubs and products in the aforementioned regions, utilizing the Accor Vacation Club brand. This acquisition is included within the Vacation Ownership segment. See Note 5—Acquisitions to the Consolidated Financial Statements for additional details.

Previous report

On September 11, 2023, we entered into an agreement to acquire the rights to the vacation ownership business of Sports Hospitality Ventures, LLC (“SHV”), and introduced a new concept for a network of sports-themed resort and lifestyle complexes in popular college towns and leisure destinations under the Sports Illustrated Resorts brand. The new resorts are anticipated to be developed using an asset-light development financing model. We are still early in the development of the Sports Illustrated Resorts portfolio but expect to begin sales within the next 9 to 18 months. This new product line is included within the Vacation Ownership segment. There is no immediate earnings impact for us, but we expect this business to drive incremental growth starting in 2026.

Previous report

•$24 million increase in consumer financing interest expense primarily due to a higher average non-recourse debt balance and increased weighted average coupon rate; and a

Previous report

We recognized a loss on sale of business of $2 million during 2023 resulting from the sale of the Love Home Swap business.

Previous report

Our effective tax rates were 26.4% and 19.4% for the years ended December 31, 2024 and 2023. Our effective tax rate for 2023 is lower primarily due to the partial reversal of the valuation allowance related to our foreign tax credits based on our determination that it is more likely than not that the benefit will be realized.

Previous report

(c)Includes $1 million of inventory impairments for the year ended December 31, 2023, included within Cost of vacation ownership interests on the Consolidated Statements of Income.

Previous report

•$24 million increase in consumer financing interest expense primarily due to a higher average non-recourse debt balance and increased weighted average coupon rate.

Previous report

These increases were partially offset by a $39 million decrease in the cost of VOIs sold primarily due to product mix, partially offset by increased sales volume, and a $39 million decrease in sales and commission expense for VOI Fee-for-Service sales due to lower volume.

Previous report

Corporate and other revenue was flat during 2024 compared with 2023 primarily due to a $3 million decrease in revenue from the insurance program we manage on behalf of homeowners associations; wholly offset by a $3 million decrease in eliminated transactions between segments.

Previous report

See Note 26—Restructuringto the Consolidated Financial Statements for additional details of our restructuring activities.

Previous report

•$24 million decrease in Trade receivables, net due to net collections of $15 million of developer receivables and $11 million of property management fees; and a

Previous report

•$15 million decrease in Prepaid expenses driven by a $9 million decrease in prepaid maintenance fees.

Previous report

•$31 million increase in Other assets driven by an increase of $35 million related to timing of payroll payments.

Previous report

Total liabilities decreased $40 million from December 31, 2023 to December 31, 2024, primarily due to:

Previous report

•$107 million decrease in Debt driven by repayment of the $300 million 5.65% notes which were due in April of 2024, partially offset by $196 million of net borrowings on the revolving credit facility; and a

Previous report

•$29 million decrease in Accrued expenses and other liabilities primarily due to the release of a $36 million accrual related to the expiration of certain guarantees associated with the European vacation rentals business, a $17 million decrease in deferred contingent consideration due to a $10 million payment related to the Travel + Leisure brand acquisition and a $7 million fair value adjustment to contingent consideration related to the Playbook365 acquisition, and a $10 million decrease in accrued restructuring, partially offset by a $34 million increase in accrued payroll and related costs, primarily employee bonus and commissions.

Previous report

•$52 million increase in Non-recourse vacation ownership debt primarily due to $62 million net borrowings, partially offset by $9 million of foreign exchange impacts;

Previous report

•$35 million increase in Deferred income taxes primarily due to installment sales; and a

Previous report

Net cash provided by operating activities increased $114 million for the year ended December 31, 2024 compared to the prior year. This increase was primarily attributable to an increase in Net income attributable to Travel + Leisure Co. shareholders of $15 million, $82 million of non-cash add-back items, and $44 million of lower cash tax payments.
Reworded paragraphs (84)

Previous wording

We are a global provider of hospitality services and travel products and operate our business in the following two segments:

Current wording

We are a global provider of hospitality services and travel products with the following two reportable segments:

Previous wording

While we continue to benefit from the changes we made to our marketing criteria to strengthen sales efficiencies and improve the performance of our vacation ownership contract receivables (“VOCR”) portfolio, similar to a number of other companies, we are experiencing some pressure on our loan portfolio primarily due to an increase in delinquencies. We have also taken steps to increase the percentage of developer-financed sales since 2022 with the goal of accelerating growth in our consumer financing revenues, while also balancing our portfolio performance.

Current wording

While we continue to benefit from the changes we made to our marketing criteria to strengthen sales efficiencies and improve the performance of our vacation ownership contract receivables (“VOCR”) portfolio, similar to a number of other companies, we are experiencing some pressure on our loan portfolio primarily due to delinquencies remaining elevated over historical levels.

Previous wording

While we are experiencing the benefits of positive demand trends, the sustained effects of inflationary pressures over time, high interest rates, and risk of recession inherently result in uncertainty in business trends and consumer behavior. Although higher interest rates negatively impacted our interest expense during 2024, we have begun to experience improvements in the capital markets. We closed on three term securitizations during 2024 with lower blended interest rates and higher advance rates than our securitizations in 2023, with our last securitization of the year closing with the lowest coupon rate and advance rate we have achieved in over two years. Additionally, during the fourth quarter of 2024, we 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 will provide future interest savings. We also expect benefits in the interest on our floating rate debt as a result of the Federal Reserve benchmark interest rate reductions, which totaled 100 basis points in the second half of 2024.

Current wording

While overall we have benefited from positive demand trends through the year, the sustained effects of inflationary pressures over time, high interest rates and risk of recession inherently result in uncertainty in business trends and consumer behavior. Recent tariff actions and other trade restrictions have increased this uncertainty.

Previous wording

Our Vacation Ownership business is benefited by the fact that the majority of our owners do not have loans and are therefore less dependent on economic conditions when making travel decisions, which provides opportunities for upgrade sales. This business, and, to a greater extent, our Travel and Membership businesses are highly dependent on the health of the travel industry and we are subject to the other risks and uncertainties discussed in “Risk Factors” contained in Part I, Item 1A of this Annual Report on Form 10-K.

Current wording

Our Vacation Ownership and Travel and Membership businesses are highly dependent on the health of the travel industry and declines in, or disruptions to, the industry such as those caused by adverse economic conditions may adversely affect us. We are also subject to the other risks and uncertainties discussed in “Risk Factors” contained in Part I, Item 1A of this Annual Report on Form 10-K.

Previous wording

The Organization for Economic Co-operation and Development (“OECD”), continues to put forth various initiatives, including Pillar Two rules which include the introduction of a global minimum tax at a rate of 15%. European Union member states agreed to implement the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025, for different aspects of the directive and most have already enacted legislation. A number of other countries have also implemented similar legislation. As of December 31, 2024, based on the countries in which we do business that have enacted legislation effective January 1, 2024, the impact of these rules to our financial statements was not material. For the rules effective January 1, 2025, we do expect the impact to increase our effective tax rate but overall the rules are not expected to have a material impact on our financial statements. This may change as other countries enact similar legislation and further guidance is released. We continue to closely monitor regulatory developments to assess potential impacts.

Current wording

The Organization for Economic Co-operation and Development (“OECD”), continues to advance initiatives, including Pillar Two which introduced a global minimum tax at a rate of 15%. A number of countries have implemented the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025, for different aspects of the directive. As of December 31, 2025, based on the countries in which we do business that have enacted legislation effective January 1, 2025, the impact of these rules did increase our effective tax rate but overall the impact to our financial statements was not material. This may change as other countries enact similar legislation and further guidance is released. We continue to closely monitor regulatory developments to assess potential impacts, including the OECD’s published administrative guidance, released January 5, 2026, on a side-by-side system, which would effectively exempt U.S. multinationals from certain provisions of Pillar Two.

Previous wording

We leverage a number of different tools to impact the percentage of developer-financed sales, such as offering credit cards and other third-party financing directly to consumers to facilitate cash down payments and sales while balancing our consumer default risk profile.

Current wording

We leverage a number of different tools to impact the percentage of developer-financed sales and balance our consumer default risk profile, such as offering credit cards and other third-party financing directly to consumers to facilitate cash down payments and sales, underwriting discipline, and periodic sales of VOCRs.

Previous wording

In connection with entering into a VOI sale, we may provide our customers with certain non-cash incentives, such as credits for future stays at our resorts. For those VOI sales, we allocate the sales price between the VOI sale and the non-cash incentive. Non-cash incentives generally have expiration periods of two years or less and are recognized at a point in time upon transfer of control.

Current wording

In connection with entering into a VOI sale, we may provide our customers with certain non-cash incentives, such as credits for future stays at our resorts. For those VOI sales, we allocate the sales price between the VOI sale and the non-cash incentive based upon the relative standalone selling price of the performance obligations within the contract. Non-cash incentives generally have expiration periods of two years or less and are recognized at a point in time upon transfer of control.

Previous wording

We provide day-to-day property management services including oversight of housekeeping services, maintenance, and certain accounting and administrative services for property owners’ associations and clubs. These services may also include reservation and resort renovation activities. The initial terms of the property management agreements are generally between three to five years; however, the vast majority of the agreements provide a mechanism for an automatic one year renewal upon expiration of the terms. Our management agreements contain cancellation clauses, which allow for either party to cancel the agreement, by either a majority board vote or a majority vote of non-developer interests. We receive fees for such property management services which are collected monthly in advance and are based upon total costs to operate such resorts (or as services are provided in the case of resort renovation activities). Fees for property management services typically approximate 10% of budgeted operating expenses. We are entitled to consideration for reimbursement of costs incurred on behalf of the property owners’ association in providing management services (“reimbursable revenue”). These reimbursable costs principally relate to the payroll costs for management of the associations, club and resort properties where we are the employer and are reflected as a component of Operating expenses on the Consolidated Statements of Income. We reduce our management fees revenue for amounts paid to the property owners’ association that reflect maintenance fees for VOIs for which we retain ownership, as we have concluded that such payments are consideration payable to a customer. Property management fee revenues and reimbursable revenues are recognized when the services are performed and are recorded as a component of Service and membership fees on the Consolidated Statements of Income.

Current wording

We provide day-to-day property management services including oversight of housekeeping services, maintenance, and certain accounting and administrative services for property owners’ associations and clubs. These services may also include reservation and resort renovation activities. The initial terms of such property management agreements are generally between three to five years; however, the vast majority of the agreements provide a mechanism for an automatic one year renewal upon expiration of the terms. Our management agreements contain cancellation clauses, which allow for either party to cancel the agreement, by either a majority board vote or a majority vote of non-developer interests. We receive fees for such property management services which are collected monthly in advance and are based upon total costs to operate such resorts (or as services are provided in the case of resort renovation activities). Fees for property management services typically approximate 10% of budgeted operating expenses. We are entitled to consideration for reimbursement of costs incurred on behalf of the property owners’ association in providing management services (“reimbursable revenue”). These reimbursable costs principally relate to the payroll costs for management of the associations, club and resort properties where we are the employer and are reflected as a component of Operating expenses on the Consolidated Statements of Income. We reduce our management fees revenue for amounts paid to the property owners’ association that reflect maintenance fees for VOIs for which we retain ownership, as we have concluded that such payments are consideration payable to a customer. Property management fee revenues and reimbursable revenues are recognized when the services are performed and are recorded as a component of Service and membership fees on the Consolidated Statements of Income.

Previous wording

Within our Vacation Ownership segment, we measure operating performance using the following key operating statistics: (i) gross VOI sales including sales under our Fee-for-Service program before the effect of loan loss provisions, (ii) tours, which represents the number of tours taken by guests in our efforts to sell VOIs, and (iii) volume per guest, which measures the efficiency of this business’ efforts in generating sales from tours, is calculated by dividing the 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.

Current wording

Within our Vacation Ownership segment, we measure operating performance using the following key operating statistics: (i) gross VOI sales, which represents total sales of VOIs, including sales under our Fee-for-Service program before the effect of loan loss provisions, (ii) tours, which represents the number of tours taken by guests in our efforts to sell VOIs, and (iii) volume per guest, which measures the efficiency of this business’ efforts in generating sales from tours, is calculated by dividing the 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.

Previous wording

We derive a majority of our revenues from membership dues and fees for facilitating members’ trading of their timeshare intervals. Revenues from membership dues represent the fees paid by members or affiliated clubs on their behalf. As a provider of vacation exchange services, we enter into affiliation agreements with developers of vacation ownership properties to allow owners of VOIs to trade their intervals for intervals at other properties affiliated with our vacation exchange network and, for some members, for other leisure-related services and products. We recognize revenues from membership dues paid by the member on a straight-line basis over the membership period as the performance obligations are fulfilled through delivery of publications, if applicable, and by providing access to travel-related products and services. Estimated net contract consideration payable by affiliated clubs for memberships is recognized as revenue over the term of the contract with the affiliated club in proportion to the estimated average monthly member count. Such estimates are adjusted periodically for changes in the actual and forecasted member activity. For additional fees, members have the right to exchange their intervals for intervals at other properties affiliated with our vacation exchange networks and, for certain members, for other leisure-related services and products. We also derive revenue from facilitating bookings of travel accommodations that were acquired from various sources. Revenue is recognized when these transactions have been confirmed, net of expected cancellations.

Current wording

We derive a majority of our revenues from membership dues and fees for facilitating members’ trading of their timeshare intervals. Revenues from membership dues represent the fees paid by members or affiliated clubs on their behalf. As a provider of vacation exchange services, we enter into affiliation agreements with developers of vacation ownership properties to allow owners of VOIs to trade their intervals for intervals at other properties affiliated with our vacation exchange network and, for some members, for other leisure-related services and products. We recognize revenues from membership dues paid by the member on a straight-line basis over the membership period as the performance obligations are fulfilled through delivery of publications, if applicable, and by providing access to travel-related products and services. Estimated net contract consideration payable by affiliated clubs for memberships is recognized as revenue over the term of the contract with the affiliated club in proportion to the estimated average monthly member count. Such estimates are adjusted periodically for changes in actual and forecasted member activity. For additional fees, members have the right to exchange their intervals for intervals at other properties affiliated with our vacation exchange networks and, for certain members, for other leisure-related services and products. We also derive revenue from facilitating bookings of travel accommodations that were acquired from various sources. Revenue is recognized when these transactions have been confirmed, net of expected cancellations.

Previous wording

We earn revenue from our RCI Elite Rewards co–branded credit card program, which is primarily generated by cardholder spending and the enrollment of new cardholders. The advance payments received under the program are recognized as a contract liability until our performance obligations have been satisfied. The primary performance obligation for the program relates to brand performance services. Total contract consideration is estimated and recognized on a straight-line basis over the contract term.

Current wording

We earn revenue from our RCI Elite Rewards co–branded credit card program, which is primarily generated by cardholder spending and the enrollment of new cardholders. The primary performance obligation for the program relates to brand performance services. Total contract consideration is estimated and recognized on a straight-line basis over the contract term.

Previous wording

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. During the third quarter of 2024, we updated our definition of Adjusted EBITDA to exclude certain non-recurring costs directly incurred to integrate mergers and/or acquisitions into the existing business as these costs do not reflect recurring operating expenses. This change was made as a result of our acquisition of Accor Vacation Club. As this business is being further integrated into our operations, it has begun incurring certain discrete non-recurring costs directly attributable to integration activities and we believe excluding these types of costs would assist investors in understanding our ongoing performance when considered with generally accepted accounting principles in the U.S. (“GAAP”) measures. 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. We believe that Adjusted EBITDA is a useful measure of performance for our segments which, when considered with 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.

Current wording

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 (“CODM”) to assess performance and to allocate resources. In identifying our reportable segments, we also consider the nature of services provided by the operating segments. Based on this analysis we aggregate two geographical operating segments within the Vacation Ownership reportable segment and two operating segments within the Travel and Membership reportable segment. Management uses Adjusted EBITDA to assess the performance of the reportable segments. During the fourth quarter of 2025, we updated the definition of Adjusted EBITDA to exclude inventory write-downs associated with the Company’s resort optimization initiative. This initiative resulted in inventory write-downs related to agreements to supply replacement inventory to vacation ownership clubs impacted by this initiative. These charges are included within Cost of vacation ownership interests on the Consolidated Statements of Income. For additional detail on the resort optimization initiative see Note 25—Restructuring. As a result, we now 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 and inventory write-downs associated with the Company’s resort optimization initiative, 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 believe that Adjusted EBITDA is a useful measure of performance for our segments which, when considered with 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.

Previous wording

The table below presents our operating statistics for the years ended December 31, 2024 and 2023. These operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses. Refer to “The Year Ended December 31, 2024 vs. The Year Ended December 31, 2023” section for a discussion of how these operating statistics affected our business for the periods presented.

Current wording

The table below presents our operating statistics for the years ended December 31, 2025 and 2024. These operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses. Refer to “The Year Ended December 31, 2025 vs. The Year Ended December 31, 2024” for a discussion on how these operating statistics affected our business for the periods presented.

Previous wording

(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. Fee-for-Service commission revenues were $71 million and $131 million for the years ended December 31, 2024 and 2023. These commissions are reported within Service and membership fees on the Consolidated Statements of Income.

Current wording

(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. Fee-for-Service commission revenues were $78 million and $71 million for the years ended December 31, 2025 and 2024. These commissions are reported within Service and membership fees on the Consolidated Statements of Income.

Previous wording

Net revenues increased $114 million during 2024 compared with 2023. This increase was unfavorably impacted by foreign currency of $3 million (0.1%). Excluding the impacts of foreign currency, the increase in net revenues was primarily due to:

Current wording

Net revenues increased $157 million during 2025 compared with 2024. This increase was unfavorably impacted by foreign currency of $5 million. Excluding the impacts of foreign currency, the increase in net revenues was primarily due to:

Previous wording

•$131 million of increased revenues at our Vacation Ownership segment primarily due to an increase in net VOI sales as a result of increased tours, partially offset by a decrease in VPG due to a higher new owner transaction mix which generally produce lower VPGs; higher property management revenues resulting from higher property management fees and reimbursable revenues; and an increase in consumer financing revenues primarily due to a higher average portfolio balance; partially offset by a decrease in commission revenues due to lower volume of VOI Fee-for-Service sales as a result of fewer commitments. This increase in revenues was partially offset by

Current wording

•$195 million of increased revenues at our Vacation Ownership segment primarily due to an increase in net VOI sales as a result of an increase in VPG due to a higher owner transaction mix which generally produce higher VPGs and increased tours; higher property management revenues resulting from higher property management fees and reimbursable revenues; and an increase in other revenues due to higher co-branded credit card and VOI incentive revenues. This increase in revenues was partially offset by:

Previous wording

•$14 million of decreased revenues at our Travel and Membership segment primarily due to a decrease in transaction revenue driven by lower transactions and an increasing mix of exchange members with a club affiliation who have a lower transaction propensity, partially offset by higher revenue per transaction resulting from price increases.

Current wording

•$33 million of decreased revenues at our Travel and Membership segment primarily driven by lower transaction revenue due to lower revenue per transaction resulting from a higher mix of Travel Club transactions, which generally produce lower revenue per transaction. Exchange transactions were impacted by an increasing mix of exchange members with a club affiliation who have a lower transaction propensity. Additionally, subscription revenues declined due to lower average member count.

Previous wording

Expenses increased $103 million during 2024 compared with 2023. This increase in expenses was favorably impacted by foreign currency of $3 million (0.1%). Excluding the impacts of foreign currency, the increase in expenses was primarily the result of:

Current wording

Expenses increased $337 million during 2025 compared with 2024. This increase in expenses was favorably impacted by foreign currency of $1 million. Excluding the impacts of foreign currency, the increase in expenses was primarily the result of:

Previous wording

•$64 million increase in sales and commission expenses at the Vacation Ownership segment due to higher Gross VOI sales, net of Fee-for-Service sales;

Current wording

•$46 million increase in sales and commission expenses at the Vacation Ownership segment due to higher Gross VOI sales, net of Fee-for-Service sales;

Previous wording

•$29 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

Current wording

•$41 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

Previous wording

•$43 million increase in marketing costs primarily due to an increase at our Vacation Ownership business in support of increased tour flow and new owner mix, partially offset by cost savings at the Travel and Membership segment;

Current wording

•$35 million increase in marketing costs primarily due to an increase at our Vacation Ownership business in support of increased tour flow and sales volume, partially offset by cost savings at the Travel and Membership segment;

Previous wording

•$39 million decrease in sales and commission expense for VOI Fee-for-Service sales due to lower volume; and a

Current wording

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

Previous wording

Interest expense decreased $2 million during 2024 compared with 2023 primarily due to a lower average outstanding balance on corporate debt, partially offset by a higher weighted average interest rate on corporate borrowings.

Current wording

Interest expense decreased $17 million during 2025 compared with 2024 primarily due to a lower weighted average interest rate on corporate borrowings, partially offset by a higher average outstanding balance on corporate debt.

Previous wording

Other income, net of other expense increased $12 million during 2024 compared with 2023, primarily due to a $7 million reduction in the fair value of contingent consideration associated with business acquisitions.

Current wording

Other income, net of other expense decreased $8 million during 2025 compared with 2024, primarily due to a $7 million reduction in the fair value of contingent consideration associated with business acquisitions in 2024; partially offset by a $4 million gain on a building held-for-sale during 2025.

Previous wording

Gain on disposal of discontinued business, net of income taxes increased $28 million during 2024 compared with 2023 driven by the release of expired guarantees of $32 million, net of tax in 2024, related to the sale of the European vacation rentals business.

Current wording

Gain on disposal of discontinued business, net of income taxes decreased $33 million during 2025 compared with 2024 driven by the release of expired guarantees of $32 million, net of tax in 2024, related to the sale of the European vacation rentals business.

Previous wording

As a result of these items, Net income attributable to Travel + Leisure Co. shareholders increased $15 million in 2024 as compared with 2023.

Current wording

As a result of these items, Net income attributable to Travel + Leisure Co. shareholders decreased $181 million in 2025 as compared with 2024.

Previous wording

The tables below present our segment information (see Note 23—Segment Information to the Consolidated Financial Statements for a breakout of significant expenses related to our reportable segments), followed by a discussion of each segment’s 2024 results compared to 2023 (in millions):

Current wording

The tables below present our reportable segment information (see Note 23—Segment Information to the Consolidated Financial Statements for a breakout of significant expenses related to our reportable segments), followed by a discussion of each segment’s 2025 results compared to 2024 (in millions):

Previous wording

(b)Includes $1 million of stock-based compensation expense during 2024 associated with the 2022 restructuring plan and $2 million of stock-based compensation expense during 2023 associated with the 2023 restructuring plan.

Current wording

(c)Includes $1 million of stock-based compensation expense during 2024 associated with the 2022 restructuring plan.

Previous wording

Net revenues increased $130 million and Adjusted EBITDA increased $35 million during 2024 compared with 2023. The net revenue and Adjusted EBITDA growth were not materially impacted by foreign currency.

Current wording

Net revenues increased $190 million and Adjusted EBITDA increased $97 million during 2025 compared with 2024. Net revenue was unfavorably impacted by foreign currency of $5 million. Adjusted EBITDA was unfavorably impacted by foreign currency of $2 million.

Previous wording

•$224 million increase in Gross VOI sales, net of Fee-for-Service sales, due to an 8.0% increase in tours, partially offset by a 1.1% decrease in VPG due to a higher new owner transaction mix (35% in the current year compared to 33% in the same period of 2023) which generally produce lower VPGs;

Current wording

•$181 million increase in Gross VOI sales, net of Fee-for-Service sales, due to a 6.1% increase in VPG due to a higher owner upgrade transaction mix (67% in the current period compared to 64% in the same period of 2024) which generally produce higher VPGs along with higher average transaction prices, and a 2.5% increase in tours;

Previous wording

•$32 million increase in property management revenues primarily due to higher management fees and reimbursable revenues; and a

Current wording

•$35 million increase in property management revenues primarily due to higher management fees and reimbursable revenues;

Previous wording

•$23 million increase in consumer financing revenues primarily due to a higher average portfolio balance.

Current wording

•$5 million increase in consumer financing revenues primarily due to a higher average portfolio balance.

Previous wording

These increases were partially offset by a $84 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 resulting from a slight elevation in delinquencies and defaults, and a $63 million decrease in commission revenues due to lower volume of VOI Fee-for-Service sales as a result of fewer commitments.

Current wording

These increases were partially offset by a $52 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.

Previous wording

•$64 million increase in sales and commission expenses due to higher Gross VOI sales, net of Fee-for-Service sales;

Current wording

•$46 million increase in sales and commission expenses due to higher Gross VOI sales, net of Fee-for-Service sales;

Previous wording

•$29 million increase in property management expenses due to higher reimbursable resort operating costs and expenses; and a

Current wording

•$41 million increase in property management expenses due to higher reimbursable resort operating costs and expenses;

Previous wording

•$56 million increase in marketing costs in support of increased tour flow and new owner mix;

Current wording

•$38 million increase in marketing costs in support of increased tour flow and sales volume;

Previous wording

•$21 million increase in general and administrative expenses driven by variable compensation and other employee related costs.

Current wording

•$13 million increase in general and administrative expenses driven by $5 million of higher professional fees and $4 million higher variable compensation; and a

Previous wording

•$39 million decrease in the cost of VOIs sold primarily due to product mix, partially offset by increased sales volume;

Current wording

•$34 million decrease in the cost of VOIs sold primarily due to variations in inventory sourcing, partially offset by increased sales volume, and an

Previous wording

Net revenues decreased $16 million and Adjusted EBITDA increased $4 million during 2024 compared with 2023. The net revenue decrease was unfavorably impacted by foreign currency of $2 million (0.3%) and the Adjusted EBITDA growth was not materially impacted by foreign currency.

Current wording

Net revenues decreased $33 million and Adjusted EBITDA decreased $23 million during 2025 compared with 2024. Net revenue was not materially impacted by foreign currency. Adjusted EBITDA was unfavorably impacted by foreign currency of $1 million.

Previous wording

The decrease in net revenues, excluding the impact of foreign currency, was primarily driven by a $11 million decrease in transaction revenue due to lower transactions, partially offset by higher revenue per transaction resulting from price increases; and a $4 million decrease in subscription revenues. Transactions were impacted by an increasing mix of exchange members with a club affiliation who have a lower transaction propensity.

Current wording

The decrease in net revenues, excluding the impact of foreign currency, was primarily driven by a $23 million decrease in transaction revenue due to lower revenue per transaction; a $7 million decrease in subscription revenues due to lower exchange member count; and a $3 million decrease in ancillary revenues. Revenue per transaction was impacted by a higher mix of Travel Club transactions, which generally produce lower revenue per transaction. Exchange transactions were impacted by an increasing mix of exchange members with a club affiliation who have a lower transaction propensity and a decrease in average member count.

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Current report — wording carried from elsewhere

We earn revenue from our Wyndham Rewards co–branded credit card program, which is primarily generated by cardholder spending and the enrollment of new cardholders. The primary performance obligation for the program relates to brand performance services. Total contract consideration is estimated and recognized on a straight-line basis over the contract term.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

These increases were partially offset by a:

Current report — wording carried from elsewhere

These increases were partially offset by: