What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-18 compared with 2025-02-19 · 73 added, 77 removed, 357 unchanged (30% of the section changed)

1 unchanged sentence

Travel + Leisure Co.

is the world’s leading vacation ownership and membership travel company.

is a leading leisure travel company.

We provide vacation experiences and travel inspiration to millions of owners, members, and subscribers through our diverse portfolio of products and services.

Travel + Leisure Co.

has the following segments:

• Vacation Ownership includes the world’s largest vacation ownership business with 809,000 owners and more than 270 vacation club resort locations.

We provide vacation ownership experiences under some of the most popular hospitality and leisure brands, including Club Wyndham, Margaritaville Vacation Club, and Accor Vacation Club.

The business is developing a new experiential product celebrating the Sports Illustrated brand in the U.S.

has the following segments as of December 31, 2025:

• Vacation Ownership includes the world’s largest vacation ownership business based on number of owners and resorts, with 797,000 owner families and more than 280 vacation club resort locations.

We provide vacation ownership experiences under popular hospitality and leisure brands, including Club Wyndham, WorldMark, Margaritaville Vacation Club, Sports Illustrated Resorts, Eddie Bauer Adventure Club, and Accor Vacation Club.

• Travel and Membership includes our Exchange and Travel Club business lines.

RCI is the world’s largest exchange company with 3.4 million members and 3,600 affiliated resorts in its network.

Our Travel Club business line includes:

our RCI travel club, which seeks to capture a greater share of our members non-exchange travel budgets;

and our business-to-business (“B2B”) travel clubs, which offer private-label solutions to associations, organizations, and other closed user groups.

RCI is the world’s largest exchange company based on the number of members and affiliated resorts, with 3.3 million members and 3,600 affiliated resorts in its network.

Our Travel Club business line seeks to capture a greater share of its members’ travel budgets by offering a variety of tailored travel products and services to closed user groups, including through Travel + Leisure GO, RCI, and Travel + Leisure For Business, our business-to-business (“B2B”) private-label travel club solutions for associations, organizations, and other partners.

History and Development

1 unchanged sentence

In December 1997, HFS merged with CUC International, Inc.

to form Cendant Corporation (“Cendant”), which then expanded further through the addition of vacation rentals and vacation ownership businesses.

to form Cendant Corporation (“Cendant”), which then expanded further

through the addition of vacation rentals and vacation ownership businesses.

On July 31, 2006, Cendant distributed all of the shares of its subsidiary, Wyndham Worldwide Corporation (“Wyndham Worldwide”), to the holders of Cendant common stock.

6 unchanged sentences

See “ Key Agreements Related to the Spin-Off ” for more information.

On January 5, 2021, we acquired the Travel + Leisure brand and all related assets from Dotdash Meredith (formerly Meredith Corporation).

On January 5, 2021, we acquired the Travel + Leisure brand and all related assets from People Inc.

(formerly Dotdash Meredith and Meredith Corporation).

The acquisition created a strategic alliance between Travel + Leisure Co.

and Dotdash Meredith, with Dotdash Meredith continuing to operate and monetize Travel + Leisure branded multi-platform media assets across multiple channels under a 30-year royalty-free, renewable licensing relationship.

and People Inc., with People Inc.

continuing to operate and monetize Travel + Leisure branded multi-platform media assets across multiple channels under a 30-year royalty-free, renewable licensing relationship.

In connection with this acquisition, on February 17, 2021, Wyndham Destinations, Inc.

9 unchanged sentences

• Vacation Ownership, substantially comprised of the vacation ownership product lines:

Club Wyndham, WorldMark by Wyndham, Margaritaville Vacation Club, and Accor Vacation Club.

Club Wyndham, WorldMark, Margaritaville Vacation Club, Sports Illustrated Resorts, Eddie Bauer Adventure Club, and Accor Vacation Club.

• Travel and Membership , comprised of Exchange and Travel Club.

3 unchanged sentences

During 2025, we derived 88% of our revenues in the United States (“U.S.”) and 12% internationally.

For further details on our segment revenues, expenses, profits, assets, and geographical operations, see Note 23— Segment Information to the Consolidated Financial Statements.

For further details on our segment revenues, expenses, assets, and geographical operations, see Note 23— Segment Information to the Consolidated Financial Statements.

VACATION OWNERSHIP

10 unchanged sentences

This fee represents the owner’s allocable share of the costs and expenses of operating and maintaining the vacation ownership property and providing program services.

This fee typically covers expenses such as housekeeping, landscaping, taxes, insurance, resort labor, a management fee payable to the management company, and an assessment to fund a reserve account used to renovate, refurbish and replace furnishings, appliances, and common areas and other assets, such as structural elements and equipment, as needed over time.

refurbish and replace furnishings, appliances, and common areas and other assets, such as structural elements and equipment, as needed over time.

Based on published industry data, owners express the following primary reasons for buying and continuing to own their timeshare:

6 unchanged sentences

Our Vacation Ownership reportable segment is substantially comprised of the vacation ownership product lines:

Club Wyndham, WorldMark by Wyndham, Margaritaville Vacation Club, and Accor Vacation Club;

Club Wyndham, WorldMark, Margaritaville Vacation Club, Sports Illustrated Resorts, Eddie Bauer Adventure Club, and Accor Vacation Club;

and is the world’s largest vacation ownership business based on number of resorts and owners.

We develop and acquire vacation ownership resorts, market and sell VOIs, provide consumer financing for the majority of the VOI sales, and provide property management services to property owners’ associations.

As of December 31, 2024, we had more than 270 vacation ownership resorts in the U.S., Canada, Mexico, the Caribbean, and Asia Pacific that represent 27,700 individual vacation ownership units and 809,000 owners of VOIs.

As of December 31, 2025, we had more than 280 vacation ownership resorts in the U.S., Canada, Mexico, the Caribbean, and Asia Pacific that represent 29,000 individual vacation ownership units and 797,000 owner families.

Our programs allow us to market and sell our vacation ownership products in variable quantities and to offer existing owners “upgrade” sales to supplement their existing VOIs.

In 2023, we 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.

We are still early in the development of the Sports Illustrated Resorts portfolio.

We anticipate developing properties in this portfolio using an asset-light development financing model.

Our goal is to strengthen our leadership position in the vacation ownership industry and generate consistent and long-term value for our shareholders.

2 unchanged sentences

We have strong embedded revenue potential through our existing owner base.

owners tend to upgrade as vacation needs evolve.

We earn interest revenue on our portfolio as well as club and resort management fees.

2 unchanged sentences

Maximize our relationship with Wyndham Hotels.

We have a long-term, exclusive license agreement and marketing arrangements with Wyndham Hotels, the world’s largest hotel franchiser by number of hotels with approximately 9,300 hotels located in more than 95 countries.

The Wyndham Hotels loyalty program, Wyndham Rewards, has approximately 114 million enrolled members, many of whom fit our target new-customer demographic, providing us with a substantial customer sourcing opportunity to drive future VOI sales.

We have a long-term, exclusive license agreement and marketing arrangements with Wyndham Hotels, the world’s largest hotel franchising company by number of franchised properties, with approximately 8,300 hotels across approximately 100 countries as of September 30, 2025.

The Wyndham Hotels loyalty program, Wyndham Rewards, had approximately 121 million enrolled members as of September 30, 2025, many of whom fit our target new-customer demographic, providing us with a substantial customer sourcing opportunity to drive future VOI sales.

We plan to leverage this sales channel through initiatives such as enhanced call transfers, online marketing, in-hotel marketing, and online rentals of vacation ownership resorts.

Volume per guest on these affinity marketing tours is generally higher than other tours, helping to increase margins on new owner sales.

Add leisure or hospitality brands to our existing portfolio.

The addition of brands will help us expand within our existing markets or extend into new markets.

New brands will also help with lead generation for new owner tours.

Volume per guest (“VPG”) on these affinity marketing tours is generally higher than other tours, helping to increase margins on new owner sales.

Leverage our relationships with, and add new, leading leisure and hospitality brands to our portfolio.

We have long-term, exclusive license agreements and marketing arrangements associated with Accor Vacation Club, Eddie Bauer Adventure Club, Margaritaville Vacation Club, and Sports Illustrated Resorts, and we are seeking to add additional brands.

We expect this multi-brand strategy to allow us to expand within our existing markets, extend into new markets and support lead generation for new owner tours.

Maintain a capital-efficient inventory sourcing strategy to produce attractive returns and cash flow .

7 unchanged sentences

• Tours — Number of tours taken by guests in our efforts to sell VOIs.

• Volume per guest (“VPG”) — Gross VOI sales (excluding telesales and virtual sales) divided by the number of tours.

• Volume per guest — Gross VOI sales (excluding telesales and virtual sales) divided 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.

3 unchanged sentences

Additionally, we operate telesales and virtual sales programs designed to reach and solicit upgrade sales to existing owners we were not able to market to during their vacations.

In total VOI upgrade sales represented 68% of our net VOI sales in both 2024 and 2023.

In total VOI upgrade sales represented 72% and 68% of our net VOI sales in 2025 and 2024.

Our marketing and sales activities are often facilitated through marketing alliances with other travel, hospitality, entertainment, gaming, and retail companies that provide access to such companies’ customers through a variety of co-branded marketing offers.

3 unchanged sentences

We offer financing to purchasers of VOIs which attracts additional customers and generates substantial incremental revenues and profits.

Domestically, we fund and service loans through our wholly-owned consumer financing subsidiary, Wyndham Consumer Finance.

Wyndham Consumer Finance performs loan financing, servicing, and related administrative functions, including customer service, billing, and collection activities.

Domestically, we fund and service loans through our wholly-owned consumer financing subsidiary, Travel + Leisure Consumer Finance.

Travel + Leisure Consumer Finance performs loan financing, servicing, and related administrative functions, including customer service, billing, and collection activities.

We typically perform a credit investigation or other inquiry into a purchaser’s credit history before offering to finance a portion of the purchase price of the VOI.

11 unchanged sentences

Many of the receivables are subsequently transferred from the warehouse securitization facility into term securitization facilities.

Wyndham Consumer Finance manages the selection, processing and servicing of loans pledged in our warehouse and term securitization facilities.

Travel + Leisure Consumer Finance manages the selection, processing and servicing of loans pledged in our warehouse and term securitization facilities.

We assess the performance of our loan portfolio by monitoring numerous metrics including collection rates, defaults by state of residency, and bankruptcies.

Our loan portfolio was 95% current (not more than 30 days past due) as of both December 31, 2024 and 2023.

Our loan portfolio was 94% and 95% current (not more than 30 days past due) as of December 31, 2025 and 2024.

See Note 9— Vacation Ownership Contract Receivables to the Consolidated Financial Statements for further information on the performance of our loan portfolio.

4 unchanged sentences

In connection with these property management services, we receive fees which are generally based upon total costs to operate such resorts.

Fees for property management

services typically approximate 10% of budgeted operating expenses.

Fees for property management services typically approximate 10% of budgeted operating expenses.

As the owner of unsold VOIs, we pay maintenance fees in accordance with the legal requirements of the jurisdictions in which the resorts are located.

4 unchanged sentences

consequently, sales volume tends to increase in the spring and summer months as a result of greater tour flow from travelers, generally resulting in higher revenue from sales of VOIs in the third quarter than in other quarters.

Our Vacation Ownership business principally competes with short-term vacation options such as lodging, cruise, and home and apartment sharing services, as well as other timeshare developers.

The leisure travel industry is large and highly competitive.

We compete based on brand name recognition and reputation, lifetime value, location and the availability of desirable development sites for new vacation ownership properties, convenience, quality of accommodations, evolving customer travel preferences, service levels, amenities, customer loyalty, and flexibility.

In order to compete, we incent potential new owners and existing owners to tour with us in order to better understand our products and services.

The vacation ownership industry has consolidated over the last 20 years leaving multiple well-capitalized branded companies including:

Our vacation ownership business principally competes with short-term leisure travel options such as lodging (hotels and resorts), cruises, and home and apartment rental or sharing services.

We also compete with other timeshare companies for customers, projects and talent.

We compete based on brand name recognition and reputation, lifetime value, location and the availability of desirable development sites for new properties, convenience, quality of accommodations, alignment with customer lifestyles and evolving customer travel preferences, service levels, technological innovation, cost, amenities, customer loyalty and flexibility.

In order to compete with the multitude of short-term leisure travel options for customers, we incent potential new owners and existing owners to tour with us to better understand our products and services.

The vacation ownership industry has multiple well-capitalized branded companies such as:

Marriott Vacations Worldwide, Hilton Grand Vacations, Disney Vacation Club, and Holiday Inn Club Vacations.

As an industry, we largely source potential new owner tours from different marketing channels, but there is overlap when consumers are members of more than one loyalty program and/or travel to more than one resort within a market.

As an industry, we largely source potential new owner tours from different marketing channels, but there can be overlap when consumers are members of more than one loyalty program and/or travel to more than one resort within a market.

We compete for property acquisitions and partnerships with entities that have similar investment objectives.

1 unchanged sentence

Competitors range from small independent vacation ownership companies to large branded hospitality companies, all operating vacation ownership businesses involved in the development, finance, and operation of timeshare properties.

We generally do not face competition in our consumer financing business to finance our VOI sales.

We generally do not face competition in our consumer financing business to finance our VOI sales at the time of sale.

We do face competition from financial institutions providing other forms of consumer credit, which may lead to full or partial prepayment of our timeshare financing receivables.

4 unchanged sentences

Within Exchange, we operate RCI, the world’s largest vacation exchange network based on the number of members and affiliated resorts.

Through our collection of vacation exchange brands, we have 3.4 million paid member families.

Through our collection of vacation exchange brands, we have 3.3 million paid member families as of December 31, 2025.

Annual member retention is high and over the last three years we have retained on average 87% of the exchange memberships through our Exchange networks.

3 unchanged sentences

Members receive periodicals and other communications published by us and, for additional fees, may use the vacation exchange program and other services that provide the ability to protect trading power or points, extend the life of a deposit, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power and book travel services.

Our vacation exchange business has relationships with 3,600 affiliated vacation ownership resorts in 101 countries and territories located in North America, Latin America, the Caribbean, Europe, the Middle East, Africa, and Asia Pacific.

Travel Club offers discount travel to consumers as well as custom travel technology solutions to B2B affinity partners including large employers, banks and retailers, trade associations and others via their operations in the U.S.

As of December 31, 2025, our vacation exchange business has relationships with 3,600 affiliated vacation ownership resorts in 101 countries and territories located in North America, Latin America, the Caribbean, Europe, the Middle East, Africa, and Asia Pacific.

Our Travel Club business line seeks to capture a greater share of its members’ travel budgets by offering a variety of tailored travel products and services to closed user groups, including through Travel + Leisure GO, RCI, and Travel + Leisure For Business, our B2B private-label travel club solutions for associations, organizations, and other partners.

Our goal is to grow our cornerstone vacation exchange business, optimize cash flow, and broaden our reach into the leisure travel markets to accelerate overall growth for the segment through our travel clubs.

7 unchanged sentences

Travel and Membership derives the majority of its revenues from annual membership dues and fees for facilitating exchange and non-exchange transactions and other travel accommodations and services.

We also generate revenue from programs with affiliated resorts, club servicing, and loyalty programs, as well as additional products that provide exchange members with the ability to protect trading power or points, extend the life of deposits, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power.

No single customer, developer, or group accounts for more than 10% of our revenues.

We also generate revenue from programs with affiliated resorts, club servicing, co-branded credit cards, and loyalty programs, as well as additional products that provide exchange members with the ability to protect trading power or points, extend the life of deposits, and combine two or more deposits for the opportunity to exchange into intervals with higher trading power.

No single customer, developer, or group accounted for more than 10% of our revenues in 2025.

Performance in our Travel and Membership business has been measured by the following key operating statistics:

6 unchanged sentences

Our vacation exchange members are acquired primarily through our affiliated developers as part of the vacation ownership purchase process.

We acquire a small percentage of our members directly from online channels.

We acquire a small percentage of our members directly from online channels or direct consumer outreach.

Travel clubs collaborate with affinity groups outside of the vacation ownership industry.

7 unchanged sentences

Our revenues from vacation exchange fees have traditionally been higher in the first quarter, which is generally when our vacation exchange members plan and book their vacations for the year.

Our global exchange business competes with other vacation exchange companies, most notably Interval International, certain timeshare developers, and clubs that offer vacation exchange through their own internal networks of properties.

This business

also competes with third-party internet travel intermediaries and peer-to-peer online networks that are used by consumers to search for and book their resort and other travel accommodations.

Our Exchange business competes with other vacation exchange companies, most notably Interval International, and increasingly with certain timeshare developers and clubs that offer vacation exchange through their own internal networks of properties.

This business also competes with third-party internet travel intermediaries and peer-to-peer online networks that are used by consumers to search for, book and rent their resort and other travel accommodations.

Our Travel Club business competes more broadly with the larger sector of leisure travel options including traditional travel agents, online travel agents, and travel clubs.

33 unchanged sentences

We mitigate this risk by using permission-based marketing in some instances and have implemented procedures to comply with federal and state “do not call” regulations, including subscription to federal and certain state “do not call” registries and maintenance of an internal “do not call” list.

Similarly, state and federal regulations may place limitations on our ability to engage our consumers in electronic mail marketing campaigns, including requirements applicable to the transmission

of email messages with the primary purpose of advertising or promoting a commercial product or service.

Similarly, state and federal regulations may place limitations on our ability to engage our consumers in electronic mail marketing campaigns, including requirements applicable to the transmission of email messages with the primary purpose of advertising or promoting a commercial product or service.

We have adopted email messaging practices responsive to the requirements of such regulations.

11 unchanged sentences

We recognize our employees as associates who bring our mission to put the world on vacation to life through their service to the world’s leading vacation ownership and membership travel company.

As of December 31, 2025, our global team was comprised of 19,300 associates, 4,800 of whom work outside the U.S.

Of our global associates 16,400 support Vacation Ownership, 1,500 support Travel and Membership, and 1,400 comprise our corporate group.

Less than 1% of our associates are subject to collective bargaining agreements governing their employment with our company.

Oversight and Management

Our human resources organization manages employment-related matters, including recruiting and hiring, onboarding, compensation and benefits, performance management, and professional development.

Our Board of Directors (“Board”) and its committees also provide oversight on certain human capital matters, including diversity and inclusion initiatives.

Our Board of Directors (“Board”) and its committees also provide oversight on certain human capital matters.

Our Corporate Governance Committee periodically reviews potential trends and impacts of environmental, social, and governance issues that affect human capital matters.

Our Compensation Committee is responsible for periodically reviewing certain of our human capital programs, policies and procedures, including management succession planning and development.

Compensation Committee is responsible for periodically reviewing certain of our human capital programs, policies and procedures, including management succession planning and development.

The Compensation Committee is also responsible for periodically reviewing incentives and risks related to our compensation programs.

Furthermore, our Audit Committee discusses compliance risks related to human capital matters and periodically reviews and updates our Code of Conduct to promote ethical behavior by all of our associates.

As of December 31, 2024, our global team was comprised of 19,000 associates, 4,600 of whom work outside the U.S.

Of our global associates 15,900 support Vacation Ownership, 1,800 support Travel and Membership, and 1,300 comprise our corporate group.

Less than 1% of our associates are subject to collective bargaining agreements governing their employment with our company.

Employee Development

9 unchanged sentences

• Programs focused on career progression include formal talent reviews, succession planning, associate development programs for all levels, executive coaching, leader onboarding plans, new leader orientation, and tuition and certification reimbursement.

We understand that a culture of rich inclusion and diversity enhances our performance and fortifies our ability to serve our customers.

We strive to cultivate an inclusive environment which enables people to be their authentic selves, and where each associate feels appreciated, respected, and valued as a contributor at every level within the organization.

22 unchanged sentences

CORPORATE RESPONSIBILITY

We are committed to making a positive impact on our world while delivering stakeholder value through our Corporate Responsibility strategy, Full Circle.

We are committed to making a positive impact on our world while delivering enduring company value through our Corporate Responsibility strategy, Full Circle.

This strategy remains an integral part of our company culture and is reflected in our global business operations.

2 unchanged sentences

Our Full Circle strategy is recognized through the prestigious honors we have earned, including:

• Fair360’s (formerly DiversityInc) Top 50 Companies for Inclusive Workplaces,

• Fortune magazine’s World’s Most Admired Companies,

• Forbes’ America’s Best Large Employers,

News’ Best Companies to Work For,

• Newsweek’s Most Trustworthy Companies in America,

• Newsweek’s list of America’s Most Responsible Companies,

• National Veteran-Owned Business Association’s Best Corporations for Veteran’s Business Enterprises, and the

• National Business Inclusion Consortium’s (“NBIC”) Top 50 Best-of-the-Best Corporations for Inclusion.

• Forbes’ World’s Top Companies for Women,

• Newsweek’s World’s Most Trustworthy Companies,

• Time magazine’s World’s Best Companies,

• Time magazine’s America’s Growth Leaders

• USA Today’s America’s Climate Leaders 2025,

• Gallup’s Exceptional Workplace Award.

Environmental Progress

23 unchanged sentences

In addition, based on the water risk assessment we conducted in 2025, we identified 63 managed resorts in high or extremely high-water stressed locations.

It is possible that the weather conditions and other natural disasters associated with climate change could increase in frequency and/or severity in the future which could have a material adverse effect on our managed property portfolio, operating costs, and demand for our products and/or services.

property portfolio, operating costs, and demand for our products and/or services.

We are continuously monitoring climate change risks and taking actions to mitigate impacts, as deemed appropriate.

With a focus on improving the lives of children and families through vacations, we support charitable organizations with a similar focus and mission.

Our philanthropic efforts drive support for organizations including Give Kids the World Village,

Jack and Jill Late Stage Cancer Foundation, as well as our internal Associate Relief Fund.

Our philanthropic efforts drive support for organizations including Give Kids the World Village, Jack and Jill Late Stage Cancer Foundation, as well as our internal Associate Relief Fund.

Our decades long partnership with Christel House International supports educational opportunities for children in underserved global communities.

Additionally, through contributions to Step Up for Students, we support providing low-income families in Florida the opportunity to choose the best education for their children.

We established the Travel + Leisure Charitable Foundation.

This foundation embraces a diverse and inclusive community through mentoring opportunities and educational support.

Since its formation, the Travel + Leisure Charitable Foundation has partnered with the School Board of Orange County, Florida, to create the Travel + Leisure Eatonville scholarship program, which strives to promote educational excellence within the Eatonville community, the oldest African-American-incorporated municipality in the U.S., by providing scholarships to eligible students.

In 2024, the Travel + Leisure Charitable Foundation initiated a partnership with the School District of Osceola County, Florida, to bring the Travel + Leisure Scholarship Program to qualifying Osceola County students beginning in the 2024-2025 school year.

The Travel + Leisure Charitable Foundation was established in June 2021 and is led by a five-member Board of Directors.

The Foundation enables dreams beyond vacations through its mission to make a meaningful difference in the communities where we vacation, work, and live.

Through mentorship, educational guidance, and leadership development, the Foundation encourages tomorrow’s leaders and provides financial support through a post-secondary scholarship program and early childhood education for eligible students.

Since its formation, the Travel + Leisure Charitable Foundation has awarded scholarships to eligible students from two high schools in under-resourced communities and has fully funded one preschool in Eatonville, Florida.

By combining early childhood education with post-secondary scholarships, the Foundation creates a pathway that supports learners from their first classroom experiences through college and career readiness.

These programs are more than education;

they represent opportunity, empowerment, and hope for the next generation.

For detailed information about our governance practices, see “Governance” in the Proxy Statement for our 2025 Annual Meeting of Shareholders.

Visit our website at travelandleisureco.com/esg-commitment for additional information on our corporate responsibility activities and initiatives, along with our 2023 Environmental, Social, and Governance report.

Information on our website, including our 2023 Environmental, Social, and Governance report, is not part of, or incorporated in, this Annual Report on Form 10-K.

Visit our website at travelandleisureco.com/esg-commitment for additional information on our corporate responsibility activities and initiatives, along with our 2024 Corporate Responsibility report.

Information on our website, including our 2024 Corporate Responsibility report, is not part of, or incorporated in, this Annual Report on Form 10-K.

KEY AGREEMENTS RELATED TO THE SPIN-OFF

47 unchanged sentences

• the liabilities each such party assumed or retained pursuant to the Separation and Distribution Agreement;

• any misstatement of or omission to state a material fact contained in any party’s public filings, only to the extent the misstatement or omission is based upon information that was furnished by the indemnifying party (or incorporated by reference from a filing of such indemnifying party) and then only to the extent the statement or omission was made or occurred after the Spin-off;

reference from a filing of such indemnifying party) and then only to the extent the statement or omission was made or occurred after the Spin-off;

• any breach by such party of the Separation and Distribution Agreement or any ancillary agreement unless such ancillary agreement expressly provides for separate indemnification therein, in which case any such indemnification claims will be made thereunder.

33 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business