Item 1. Financial Statements
Item 1. Financial Statements (Unaudited).
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Travel + Leisure Co.
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of Travel + Leisure Co. and subsidiaries (the "Company") as of June 30, 2026, the related condensed consolidated statements of income, comprehensive income, and deficit for the three-month and six-month periods ended June 30, 2026 and 2025, and of cash flows for the six-month periods ended June 30, 2026 and 2025, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, and the related consolidated statements of income, comprehensive income, cash flows and deficit for the year then ended (not presented herein); and in our report dated February 18, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Deloitte & Touche LLP
Tampa, FL
July 22, 2026
3
Table of Contents
TRAVEL + LEISURE CO.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net revenues
Vacation ownership interest sales $ 524 $ 474 $ 951 $ 858
Service and membership fees 396 407 792 823
Consumer financing 113 112 226 224
Other 30 25 55 46
Net revenues 1,063 1,018 2,024 1,951
Expenses
Operating 457 457 898 902
Marketing 172 152 314 276
General and administrative 130 116 253 236
Consumer financing interest 33 34 65 68
Depreciation and amortization 32 31 64 61
Cost of vacation ownership interests 29 21 63 45
Restructuring — — ( 2 ) —
Asset impairments, net — 1 — 1
Total expenses 853 812 1,655 1,589
Operating income 210 206 369 362
Interest expense 59 57 115 115
Other (income), net ( 2 ) ( 1 ) ( 4 ) ( 2 )
Interest (income) ( 2 ) ( 2 ) ( 5 ) ( 4 )
Income before income taxes 155 152 263 253
Provision for income taxes 46 44 75 72
Net income attributable to Travel + Leisure Co. shareholders $ 109 $ 108 $ 188 $ 181
Earnings per share
Basic $ 1.75 $ 1.63 $ 3.00 $ 2.71
Diluted $ 1.72 $ 1.62 $ 2.94 $ 2.68
See Notes to Condensed Consolidated Financial Statements.
4
Table of Contents
TRAVEL + LEISURE CO.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
( In millions )
( Unaudited )
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net income attributable to Travel + Leisure Co. shareholders $ 109 $ 108 $ 188 $ 181
Foreign currency translation adjustments, net of tax ( 1 ) 34 3 46
Defined benefit pension plans, net of tax — — ( 1 ) —
Other comprehensive (loss)/income, net of tax ( 1 ) 34 2 46
Comprehensive income attributable to Travel + Leisure Co. shareholders $ 108 $ 142 $ 190 $ 227
See Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
TRAVEL + LEISURE CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
June 30,
2026 December 31,
2025
Assets
Cash and cash equivalents $ 282 $ 253
Restricted cash (VIE - $ 86 as of 2026 and $ 87 as of 2025)
189 173
Trade receivables, net 152 165
Vacation ownership contract receivables, net (VIE - $ 2,162 as of 2026 and $ 2,281 as of 2025)
2,589 2,638
Inventory 1,179 1,128
Prepaid expenses 264 214
Property and equipment, net 524 531
Goodwill 972 972
Other intangibles, net 197 201
Other assets 548 485
Total assets $ 6,896 $ 6,760
Liabilities and (deficit)
Accounts payable $ 59 $ 62
Accrued expenses and other liabilities 957 910
Deferred income 462 468
Non-recourse vacation ownership debt (VIE) 2,010 2,124
Debt 3,700 3,474
Deferred income taxes 728 704
Total liabilities 7,916 7,742
Commitments and contingencies (Note 15)
Stockholders' (deficit):
Preferred stock, $ 0.01 par value, authorized 6,000,000 shares, none issued and outstanding
— —
Common stock, $ 0.01 par value, 600,000,000 shares authorized, 226,628,187 issued as of 2026 and 225,937,948 as of 2025
3 3
Treasury stock, at cost – 165,346,102 shares as of 2026 and 162,880,360 shares as of 2025
( 7,912 ) ( 7,735 )
Additional paid-in capital 4,430 4,405
Retained earnings 2,524 2,412
Accumulated other comprehensive loss ( 64 ) ( 66 )
Total stockholders’ (deficit) ( 1,019 ) ( 981 )
Noncontrolling interest ( 1 ) ( 1 )
Total (deficit) ( 1,020 ) ( 982 )
Total liabilities and (deficit) $ 6,896 $ 6,760
See Notes to Condensed Consolidated Financial Statements.
6
Table of Contents
TRAVEL + LEISURE CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Six Months Ended
June 30,
2026 2025
Operating activities
Net income $ 188 $ 181
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 241 219
Depreciation and amortization 64 61
Stock-based compensation 28 26
Inventory write-downs and impairments 25 —
Deferred income taxes 24 23
Non-cash interest 12 12
Non-cash lease expense 6 7
Asset impairments, net — 1
Other, net ( 5 ) ( 2 )
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
Trade receivables 17 ( 14 )
Vacation ownership contract receivables ( 189 ) ( 161 )
Inventory ( 75 ) ( 16 )
Prepaid expenses ( 49 ) ( 27 )
Other assets ( 25 ) 18
Accounts payable, accrued expenses, and other liabilities 3 5
Deferred income ( 7 ) 20
Net cash provided by operating activities 258 353
Investing activities
Property and equipment additions ( 44 ) ( 58 )
Purchase of investments ( 13 ) ( 4 )
Proceeds from the sale of investments 13 15
Acquisitions, net of cash acquired — ( 1 )
Net cash used in investing activities ( 44 ) ( 48 )
Financing activities
Proceeds from non-recourse vacation ownership debt 748 644
Principal payments on non-recourse vacation ownership debt ( 867 ) ( 816 )
Proceeds from debt, notes issued, and term loans 2,297 1,253
Principal payments on debt, notes, and term loans ( 2,076 ) ( 1,099 )
Repurchase of common stock ( 175 ) ( 140 )
Dividends paid to shareholders ( 78 ) ( 78 )
Net share settlement of incentive equity awards ( 17 ) ( 13 )
Debt issuance/modification costs ( 15 ) ( 12 )
Proceeds from issuance of common stock 11 7
Other, net — ( 1 )
Net cash used in financing activities ( 172 ) ( 255 )
Effect of changes in exchange rates on cash, cash equivalents and restricted cash 3 8
Net change in cash, cash equivalents and restricted cash 45 58
Cash, cash equivalents and restricted cash, beginning of period 426 329
Cash, cash equivalents and restricted cash, end of period 471 387
Less: Restricted cash 189 175
Cash and cash equivalents $ 282 $ 212
See Notes to Condensed Consolidated Financial Statements.
7
Table of Contents
TRAVEL + LEISURE CO.
CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT
(In millions, except per share amounts)
(Unaudited)
Common Shares Outstanding Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interest Total Deficit
Balance as of December 31, 2025 63.1 $ 3 $ ( 7,735 ) $ 4,405 $ 2,412 $ ( 66 ) $ ( 1 ) $ ( 982 )
Net income — — — — 79 — — 79
Other comprehensive income — — — — — 3 — 3
Stock option exercises 0.1 — — 4 — — — 4
Issuance of shares for RSU/PSU vesting 0.4 — — — — — — —
Net share settlement of stock-based compensation — — — ( 16 ) — — — ( 16 )
Change in stock-based compensation — — — 13 — — — 13
Repurchase of common stock ( 1.2 ) — ( 87 ) — — — — ( 87 )
Dividends ($ 0.60 per share)
— — — — ( 38 ) — — ( 38 )
Other — — ( 1 ) 2 — — — 1
Balance as of March 31, 2026 62.4 3 ( 7,823 ) 4,408 2,453 ( 63 ) ( 1 ) ( 1,023 )
Net income — — — — 109 — — 109
Other comprehensive loss — — — — — ( 1 ) — ( 1 )
Stock option exercises — — — 1 — — — 1
Net share settlement of stock-based compensation — — — ( 1 ) — — — ( 1 )
Employee stock purchase program issuances 0.1 — — 6 — — — 6
Change in stock-based compensation — — — 15 — — — 15
Repurchase of common stock ( 1.2 ) — ( 88 ) — — — — ( 88 )
Dividends ($ 0.60 per share)
— — — — ( 38 ) — — ( 38 )
Other — — ( 1 ) 1 — — — —
Balance as of June 30, 2026 61.3 $ 3 $ ( 7,912 ) $ 4,430 $ 2,524 $ ( 64 ) $ ( 1 ) $ ( 1,020 )
See Notes to Condensed Consolidated Financial Statements.
8
Table of Contents
TRAVEL + LEISURE CO.
CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT
(In millions, except per share amounts)
(Unaudited)
Common Shares Outstanding Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interest Total Deficit
Balance as of December 31, 2024 67.1 $ 2 $ ( 7,433 ) $ 4,328 $ 2,334 $ ( 112 ) $ 1 $ ( 880 )
Net income — — — — 73 — — 73
Other comprehensive income — — — — — 12 — 12
Issuance of shares for RSU/PSU vesting 0.6 1 — — — — — 1
Net share settlement of stock-based compensation — — — ( 13 ) — — — ( 13 )
Change in stock-based compensation — — — 14 — — — 14
Repurchase of common stock ( 1.3 ) — ( 70 ) — — — — ( 70 )
Dividends ($ 0.56 per share)
— — — — ( 40 ) — — ( 40 )
Non-controlling interest ownership change — — — — — — ( 1 ) ( 1 )
Other — — ( 1 ) 2 — — — 1
Balance as of March 31, 2025 66.4 3 ( 7,504 ) 4,331 2,367 ( 100 ) — ( 903 )
Net income — — — — 108 — — 108
Other comprehensive income — — — — — 34 — 34
Employee stock purchase program issuances 0.1 — — 5 — — — 5
Change in stock-based compensation — — — 12 — — — 12
Repurchase of common stock ( 1.5 ) — ( 70 ) — — — — ( 70 )
Dividends ($ 0.56 per share)
— — — — ( 38 ) — — ( 38 )
Non-controlling interest ownership change — — — — — — ( 1 ) ( 1 )
Balance as of June 30, 2025 65.0 $ 3 $ ( 7,574 ) $ 4,348 $ 2,437 $ ( 66 ) $ ( 1 ) $ ( 853 )
See Notes to Condensed Consolidated Financial Statements.
9
Table of Contents
TRAVEL + LEISURE CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions, except share and per share amounts)
(Unaudited)
1. Background and Basis of Presentation
Background
Travel + Leisure Co. and its subsidiaries (collectively, “Travel + Leisure Co.,” or the “Company”) is a global provider of hospitality services and travel products. The Company has two reportable segments: Vacation Ownership and Travel and Membership.
The Vacation Ownership segment develops, markets, and sells vacation ownership interests (“VOIs”) to individual consumers, provides consumer financing in connection with the sale of VOIs, and provides property management services at resorts. This segment is wholly comprised of the Vacation Ownership business line.
The Travel and Membership segment operates a variety of travel businesses, including vacation exchange brands, travel technology platforms, travel memberships, and direct-to-consumer rentals. This segment is comprised of the Exchange and Travel Club business lines.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q include the accounts and transactions of Travel + Leisure Co., as well as the entities in which Travel + Leisure Co. directly or indirectly has a controlling financial interest. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements.
The Company presents an unclassified balance sheet which conforms to that of the Company’s peers and industry practice.
In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates and assumptions. In management’s opinion, the Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s 2025 Consolidated Financial Statements included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 18, 2026 .
2. New Accounting Pronouncements
Recently Issued Accounting Pronouncements
Disclosure Improvements . In October 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to modify the disclosure and presentation requirements of a variety of topics in the Codification. Among other updates, amendments specific to the Company include updates to disclosure requirements related to derivative instruments, diluted earnings per share, commitments, and amounts and terms of unused lines of credit. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company will adopt these amendments as they become effective. The amendments primarily affect presentation and disclosure requirements and are not expected to have a material impact on the Company’s financial statements.
Disaggregation of Disclosures About Income Statement Expenses. In November 2024, the FASB issued guidance which will require public companies to provide disclosure in the footnotes of certain expense captions into specified categories. The objective of the standard is to provide more detailed information about the types of expenses presented within expense captions commonly used in the statements of income. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures.
Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. In May 2025, the FASB issued guidance to revise current guidance for determining the accounting acquirer for a transaction effected primarily by
10
Table of Contents
exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. Previously, the accounting acquirer in such transactions was always the primary beneficiary. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures.
Software costs. In September 2025, the FASB issued new guidance amending the accounting for and disclosure of software costs. The amendments update the framework for recognizing and disclosing costs related to software developed for internal use, including costs associated with website development. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.
Hedge accounting. In November 2025, the FASB issued new guidance that updates several aspects of hedge accounting under ASC 815. The amendments address how companies assess risk for cash flow hedges, account for hedges of forecasted interest payments on choose-your-rate debt, apply hedge accounting to nonfinancial forecasted transactions, use net written options as hedging instruments, and manage dual hedges involving foreign-currency-denominated debt. These changes are designed to better align hedge accounting practices with the actual risk management strategies used by companies. The guidance is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods therein. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.
Interim accounting. In December 2025, the FASB issued new guidance which updates ASC 270 to make interim reporting requirements clearer and easier to follow. The guidance clarifies the required format and content of interim reports, provides comprehensive lists of interim disclosures required by other Codification topics, and establishes that entities must disclose any material events occurring after the last annual reporting period. These changes are intended to improve clarity and consistency, without fundamentally altering the nature or scope of interim reporting requirements. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.
Codification Improvements. In December 2025, the FASB issued new guidance related to its continuing agenda to make improvements to the Codification. The purpose of the new guidance is to cover “a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements.” The guidance is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.
Recently Adopted Accounting Pronouncements
Financial Instruments—Credit Losses. In July 2025, the FASB issued new guidance amending the manner in which credit losses for accounts receivable and contract assets are determined. For public companies, the guidance introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets. Under this expedient, entities may assume that conditions existing at the balance sheet date will persist for the remaining life of the asset, which simplifies the estimation process by eliminating the need to forecast future economic conditions for these short-term assets. This guidance became effective for fiscal years beginning after December 15, 2025. This guidance did not have a material impact to the Company's financial statements.
3. Revenue Recognition
Vacation Ownership
The Company develops, markets, and sells VOIs to individual consumers, provides consumer financing in connection with the sale of VOIs, and provides property management services at resorts. The Company’s sales of VOIs are either cash sales or developer-financed sales. Developer-financed sales are typically collateralized by the underlying VOI. Revenue is recognized on VOI sales upon transfer of control, which is defined as the point in time when a binding sales contract has been executed, the financing contract has been executed for the remaining transaction price, the statutory rescission period has expired, and the transaction price has been deemed to be collectible.
11
Table of Contents
For developer-financed sales, the Company reduces the VOI sales transaction price by an estimate of uncollectible consideration at the time of the sale. The Company’s estimates of uncollectible amounts are based largely on the results of the Company’s static pool analysis which relies on historical payment data by customer class.
In connection with entering into a VOI sale, the Company may provide its customers with certain non-cash incentives, such as credits for future stays at its resorts. For those VOI sales, the Company allocates 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.
The Company provides 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. The Company’s 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. The Company receives 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. The Company is 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 the Company is the employer and are reflected as a component of Operating expenses on the Condensed Consolidated Statements of Income. The Company reduces its management fee revenue for amounts it has paid to the property owners’ association that reflect maintenance fees for VOIs for which it retains ownership, as the Company has 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 Condensed Consolidated Statements of Income. Property management fee and reimbursable revenues were (in millions):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Management fee revenues $ 117 $ 114 $ 233 $ 228
Reimbursable revenues 113 103 219 212
Property management fees and reimbursable revenues $ 230 $ 217 $ 452 $ 440
One of the associations that the Company manages paid the Travel and Membership segment $ 9 million for exchange services during both the three months ended June 30, 2026 and 2025, and $ 18 million during both the six months ended June 30, 2026 and 2025.
The Company earns revenue from its 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.
Travel and Membership
Travel and Membership derives a majority of its 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, the Company enters 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 the Company’s vacation exchange network and, for some members, for other leisure-related services and products. The Company recognizes 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 the Company’s vacation exchange networks and, for certain members, for other leisure-related services and products.
12
Table of Contents
The Company also derives 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.
The Company’s vacation exchange business also derives revenues from programs with affiliated resorts, club servicing, and loyalty programs, and additional exchange-related products that provide 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. Revenues from other vacation exchange related product fees are deferred and recognized upon the occurrence of a future exchange, event, or other related transaction.
The Company earns revenue from its 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.
Other Items
The Company records property management service revenues for its Vacation Ownership segment and RCI Elite Rewards revenues for its Travel and Membership segment gross as a principal.
Contract Liabilities
Contract liabilities generally represent payments or consideration received in advance for goods or services that the Company has not yet transferred to the customer. Contract liabilities consisted of (in millions):
June 30,
2026 December 31, 2025
Deferred subscription revenue $ 146 $ 147
Deferred VOI trial package revenue 134 138
Deferred VOI incentive revenue 88 90
Deferred exchange-related revenue (a)
57 57
Deferred co-branded credit card programs revenue 34 36
Deferred other revenue 4 1
Total $ 463 $ 469
(a) Includes contractual liabilities to accommodate members for cancellations initiated by the Company due to unexpected events. As of both June 30, 2026 and December 31, 2025, there were $ 1 million of these contractual liabilities included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.
In the Company’s Vacation Ownership segment, deferred VOI trial package revenue represents consideration received in advance for a trial VOI, which allows customers to utilize a vacation package typically within three years of purchase, but may extend longer for certain programs. Deferred VOI incentive revenue represents payments received in advance for additional travel-related services and products at the time of a VOI sale. Revenue is recognized when a customer utilizes the additional services and products, which is typically within two years of the VOI sale, but may extend longer for certain programs. Deferred revenue also includes VOI sales for which the Company has not met all required performance obligations.
Within the Company’s Travel and Membership segment, deferred subscription revenue represents billings and payments received in advance from members and affiliated clubs for memberships in the Company’s travel programs which are recognized in future periods. Deferred exchange-related revenue primarily represents payments received in advance from members to book vacation exchanges which are recognized upon the future confirmed transaction. Deferred revenue also includes other leisure-related service and product revenues which are recognized as customers utilize the associated benefits.
Deferred co-branded credit card programs revenue represents the advance payments received under these programs for the Vacation Ownership and Travel and Membership segments, which are recognized as the brand performance service obligations are satisfied.
13
Table of Contents
Changes in contract liabilities for the periods presented were as follows (in millions):
Six Months Ended
June 30,
2026 2025
Beginning balance $ 469 $ 459
Additions 172 192
Revenue recognized ( 178 ) ( 167 )
Ending balance $ 463 $ 484
Capitalized Contract Costs
The Vacation Ownership segment incurs certain direct and incremental selling costs in connection with VOI trial package and incentive revenues. Such costs are capitalized and subsequently recognized over the utilization period when usage or expiration occurs, which is typically within three years from the date of sale. As of both June 30, 2026 and December 31, 2025, these capitalized costs were $ 50 million and are included within Other assets on the Condensed Consolidated Balance Sheets.
The Travel and Membership segment incurs certain direct and incremental selling costs to obtain contracts with customers in connection with subscription revenues and exchange–related revenues. Such costs, which are primarily comprised of commissions paid to internal and external parties and credit card processing fees, are deferred at the inception of the contract and recognized when the benefit is transferred to the customer. As of June 30, 2026, the capitalized costs were $ 19 million, of which $ 7 million was included in Prepaid expenses and $ 12 million was included in Other assets on the Condensed Consolidated Balance Sheets. As of December 31, 2025, these capitalized costs were $ 16 million, of which $ 9 million was included in Prepaid expenses and $ 7 million was included in Other assets on the Condensed Consolidated Balance Sheets.
Practical Expedients
The Company has not adjusted the consideration for the effects of a significant financing component if it expected, at contract inception, that the period between when the Company will satisfy the performance obligation and when the customer will pay for that good or service will be one year or less.
Performance Obligations
A performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. The consideration received from a customer is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied.
The following table summarizes the Company’s remaining performance obligations for the 12-month periods set forth below (in millions):
7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 Thereafter Total
Subscription revenue $ 83 $ 31 $ 14 $ 18 $ 146
VOI trial package revenue 122 4 4 4 134
VOI incentive revenue 88 — — — 88
Exchange-related revenue 54 2 1 — 57
Co-branded credit card programs revenue 4 4 4 22 34
Other revenue 4 — — — 4
Total $ 355 $ 41 $ 23 $ 44 $ 463
14
Table of Contents
Disaggregation of Net Revenues
The table below presents a disaggregation of the Company’s net revenues from contracts with customers by major services and products for each of the Company’s segments (in millions):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Vacation Ownership
Vacation ownership interest sales $ 524 $ 474 $ 951 $ 858
Property management fees and reimbursable revenues 230 217 452 440
Consumer financing 113 112 226 224
Fee-for-Service commissions 11 26 22 42
Ancillary revenues 29 24 54 45
Total Vacation Ownership 907 853 1,705 1,609
Travel and Membership
Transaction revenues 109 117 225 246
Subscription revenues 42 43 84 86
Ancillary revenues 6 6 12 13
Total Travel and Membership 157 166 321 345
Corporate and other
Ancillary revenues — 1 1 1
Eliminations ( 1 ) ( 2 ) ( 3 ) ( 4 )
Total Corporate and other ( 1 ) ( 1 ) ( 2 ) ( 3 )
Net revenues $ 1,063 $ 1,018 $ 2,024 $ 1,951
4. Earnings Per Share
The computations of basic and diluted earnings per share (“EPS”) are based on Net income attributable to Travel + Leisure Co. shareholders divided by the basic weighted average number of common shares and diluted weighted average number of common shares outstanding. The following table sets forth the computations of basic and diluted EPS (in millions, except per share data):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net income attributable to Travel + Leisure Co. shareholders $ 109 $ 108 $ 188 $ 181
Earnings per share (a)
Basic $ 1.75 $ 1.63 $ 3.00 $ 2.71
Diluted $ 1.72 $ 1.62 $ 2.94 $ 2.68
Basic weighted average shares outstanding 62.3 66.1 62.6 66.6
RSUs, (b) PSUs (c) and NQs (d)
1.1 0.4 1.4 0.7
Diluted weighted average shares outstanding (e)
63.4 66.5 64.0 67.3
Dividends:
Aggregate dividends paid to shareholders (f)
$ 37 $ 37 $ 78 $ 78
(a) Earnings per share amounts are calculated using whole numbers.
15
Table of Contents
(b) Excludes 0.5 million and 0.4 million of restricted stock units (“RSUs”) that would have been anti-dilutive to EPS for the three and six months ended June 30, 2025.
(c) Excludes performance-vested restricted stock units (“PSUs”) of 0.5 million for the three and six months ended June 30, 2026 and 0.8 million for the three and six months ended June 30, 2025, as the Company has not met the required performance metrics. These PSUs could potentially dilute EPS in the future.
(d) Excludes 0.1 million of outstanding Non-Qualified stock options (“NQs”) that would have been anti-dilutive to EPS for both the three and six months ended June 30, 2025.
(e) The dilutive impact of the Company’s potential common stock is computed utilizing the treasury stock method using average market prices during the period.
(f) The Company paid cash dividends of $ 0.60 and $ 1.20 per share during the three and six months ended June 30, 2026 and $ 0.56 and $ 1.12 per share during the three and six months ended June 30, 2025.
Share Repurchase Program
The following table summarizes stock repurchase activity under the current share repurchase program (in millions):
Shares Cost
As of December 31, 2025 138.4 $ 6,946
Repurchases 2.4 175
As of June 30, 2026 140.8 $ 7,121
On August 20, 2007, the Company’s Board of Directors (“Board”) authorized a share repurchase program that enabled it to purchase its common stock. As of June 30, 2026, the Board has increased the capacity of the program 11 times, most recently in February 2026 by $ 750 million, bringing the total authorization under the current program to $ 7.75 billion. Proceeds received from stock option exercises have increased the repurchase capacity by $ 116 million since the inception of this program. As of June 30, 2026, the Company had $ 745 million of remaining availability in its program.
The Company incurred $ 1 million of excise tax related to share repurchases during both the six months ended June 30, 2026 and 2025, included within Treasury stock on the Condensed Consolidated Balance Sheets.
5. Acquisitions
Other . On February 10, 2025, the Company completed a business acquisition for consideration of $ 3 million. The fair value of purchase consideration was comprised of $ 1 million of cash paid at closing and $ 2 million to be paid in 2027. The acquisition resulted in the recognition of (i) $ 2 million of definite-lived intangible assets consisting of management agreements, and (ii) $ 1 million of Property and equipment, net. This business is included within the Vacation Ownership segment.
6. Vacation Ownership Contract Receivables
The Company generates vacation ownership contract receivables (“VOCRs”) by extending financing to the purchasers of its VOIs. Vacation ownership contract receivables, net consisted of the following (in millions):
June 30,
2026 December 31,
2025
Vacation ownership contract receivables:
Securitized (a)
$ 2,162 $ 2,281
Non-securitized (b)
1,087 1,020
Vacation ownership contract receivables, gross 3,249 3,301
Less: allowance for loan losses 660 663
Vacation ownership contract receivables, net $ 2,589 $ 2,638
(a) Excludes $ 17 million and $ 19 million of accrued interest on VOCRs as of June 30, 2026 and December 31, 2025, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.
(b) Excludes $ 10 million and $ 8 million of accrued interest on VOCRs as of June 30, 2026 and December 31, 2025, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.
During the three and six months ended June 30, 2026, the Company’s securitized VOCRs generated interest income of $ 80 million and $ 160 million. During the three and six months ended June 30, 2025, the Company’s securitized VOCRs generated interest income of $ 82 million and $ 166 million. Such interest income is included within Consumer financing revenue on the Condensed Consolidated Statements of Income.
16
Table of Contents
During the six months ended June 30, 2026 and 2025, the Company had net VOCR originations of $ 760 million and $ 732 million, and received principal collections of $ 571 million in each of these periods. The weighted average interest rate on outstanding VOCRs was 14.6 % as of both June 30, 2026 and December 31, 2025.
The Company records the difference between VOCRs and the variable consideration included in the transaction price for the sale of the related VOIs as a provision for loan losses on VOCRs. The activity in the allowance for loan losses on VOCRs was as follows (in millions):
Six Months Ended
June 30,
2026 2025
Allowance for loan losses, beginning balance $ 663 $ 614
Provision for loan losses, net (a)
241 219
Contract receivables write-offs, net ( 244 ) ( 229 )
Allowance for loan losses, ending balance $ 660 $ 604
(a) Recorded as a reduction to Net revenue.
Credit Quality for Financed Receivables and the Allowance for Credit Losses
The basis of the differentiation within the identified class of financed VOI contract receivables is the consumer’s Fair Isaac Corporation (“FICO”) score. A FICO score is a branded version of a consumer credit score widely used within the U.S. by the largest banks and lending institutions. FICO scores range from 300 to 850 and are calculated based on information obtained from one or more of the three major U.S. credit reporting agencies that compile and report on a consumer’s credit history. The Company updates its records for all active VOI contract receivables with a balance due on a rolling monthly basis to ensure that all VOI contract receivables are scored at least every six months. The Company groups all VOI contract receivables into five different categories: FICO scores ranging from 700 to 850, from 600 to 699, below 600, no score (primarily comprised of consumers for whom a score is not readily available, including consumers declining access to FICO scores and non-U.S. residents), and Asia Pacific (comprised of receivables in the Company’s Travel + Leisure Vacation Clubs Asia Pacific business for which scores are not available).
The following table details an aging analysis of financing receivables using the most recently updated FICO scores, based on the policy described above (in millions):
As of June 30, 2026
700+ 600-699 <600 No Score Asia Pacific Total
Current $ 1,956 $ 687 $ 134 $ 79 $ 229 $ 3,085
31 - 60 days 26 23 13 2 4 68
61 - 90 days 21 18 9 2 4 54
91 - 120 days 14 15 10 1 2 42
Total $ 2,017 $ 743 $ 166 $ 84 $ 239 $ 3,249
As of December 31, 2025
700+ 600-699 <600 No Score Asia Pacific Total
Current $ 2,014 $ 680 $ 133 $ 77 $ 213 $ 3,117
31 - 60 days 31 29 13 2 4 79
61 - 90 days 22 18 11 2 3 56
91 - 120 days 15 17 12 2 3 49
Total $ 2,082 $ 744 $ 169 $ 83 $ 223 $ 3,301
The Company ceases to accrue interest on VOI contract receivables once the contract has remained delinquent for greater than 90 days and reverses all of the associated accrued interest recognized to date against interest income included within Consumer financing revenue on the Condensed Consolidated Statements of Income. At greater than 120 days, the VOI contract receivable is written off to the allowance for loan losses. In accordance with its policy, the Company assesses the allowance for loan losses using a static pool methodology and thus does not assess individual loans for impairment.
17
Table of Contents
The following table details the year of origination of financing receivables using the most recently updated FICO scores, based on the policy described above (in millions):
As of June 30, 2026
700+ 600-699 <600 No Score Asia Pacific Total
2026 $ 540 $ 126 $ 2 $ 18 $ 87 $ 773
2025 625 239 45 23 79 1,011
2024 336 129 38 15 35 553
2023 202 94 29 10 15 350
2022 134 66 22 5 6 233
Prior 180 89 30 13 17 329
Total $ 2,017 $ 743 $ 166 $ 84 $ 239 $ 3,249
As of December 31, 2025
700+ 600-699 <600 No Score Asia Pacific Total
2025 $ 1,001 $ 266 $ 24 $ 30 $ 131 $ 1,452
2024 431 169 45 18 45 708
2023 251 116 36 12 18 433
2022 163 81 26 6 7 283
2021 73 36 13 2 5 129
Prior 163 76 25 15 17 296
Total $ 2,082 $ 744 $ 169 $ 83 $ 223 $ 3,301
The table below represents the gross write-offs of financing receivables by year of origination (in millions):
Six Months Ended
June 30, 2026
2026 $ 1
2025 122
2024 59
2023 32
2022 15
Prior 17
Total $ 246
7. Inventory
Inventory consisted of the following (in millions):
June 30,
2026 December 31,
2025
Completed VOI inventory $ 911 $ 857
Estimated VOI recoveries 216 222
Inventory subject to financing arrangement 28 26
VOI construction in process 12 9
Land held for VOI development 10 10
Vacation exchange credits and other 2 4
Total inventory $ 1,179 $ 1,128
As VOI inventory is completed, it may be transferred into property and equipment until such units are registered and made available for sale. Once registered and available for sale, the units are then transferred back into completed inventory. There were $ 1 million and $ 8 million of net transfers of VOI inventory from property and equipment during the six months ended June 30, 2026 and 2025.
In connection with the resort optimization initiative discussed in Note 20— Restructuring, during the first half of 2026 the Vacation Ownership segment transferred $ 7 million of inventory to assets held-for-sale bringing the total assets held-for-
18
Table of Contents
sale related to this initiative to $ 23 million as of June 30, 2026. This balance is included within Other assets on the Condensed Consolidated Balance Sheets.
During 2025, the Company entered into an agreement to sell real property located in Tuscaloosa, Alabama, associated with Sports Illustrated Resorts, to a third-party developer consisting of inventory, in exchange for cash consideration. Under the agreement, the Company could be obligated to repurchase the property should certain future events not occur. As a result, $ 28 million of vacation ownership inventory remained on the balance sheet and the $ 30 million in proceeds and accrued interest were recorded as an inventory financing obligation, included within Accrued and other liabilities on the Condensed Consolidated Balance Sheets. The Company recognized no gain or loss on this transaction.
Inventory Obligations
The Company has entered into inventory sale transactions with third-party developers for which the Company has conditional rights and obligations to repurchase the completed properties from the developers subject to the properties conforming to the Company’s vacation ownership resort standards and provided that the third-party developers have not sold the properties to another party. Under the sale of real estate accounting guidance, the conditional rights and obligations of the Company constitute continuing involvement and thus the Company was unable to account for these transactions as a sale.
The following table summarizes the activity related to the Company's inventory obligations (in millions):
Total (a)
December 31, 2025 $ 2
Purchases 126
Payments ( 123 )
June 30, 2026 $ 5
December 31, 2024 $ 7
Purchases 65
Payments ( 67 )
June 30, 2025 $ 5
(a) Included in Accounts payable on the Condensed Consolidated Balance Sheets.
The Company has committed to purchase completed properties from third-party developers subject to the properties meeting the Company’s vacation ownership resort standards and provided that the third-party developers have not sold the properties to another party. The third-party developers are VIEs for which the Company is not the primary beneficiary. Accordingly, the Company does not consolidate the VIEs. The maximum potential future payments that the Company could be required to make under these commitments was $ 174 million as of June 30, 2026.
8. Property and Equipment
Property and equipment, net consisted of the following (in millions):
June 30,
2026 December 31, 2025
Capitalized software $ 875 $ 854
Building and leasehold improvements (a)
569 564
Furniture, fixtures and equipment 122 120
Finance lease assets
49 59
Land 20 20
Construction in progress 15 9
Total property and equipment 1,650 1,626
Less: accumulated depreciation and amortization 1,126 1,095
Property and equipment, net $ 524 $ 531
(a) Includes $ 116 million and $ 119 million of unregistered VOI inventory as of June 30, 2026 and December 31, 2025.
19
Table of Contents
9. Debt
The Company’s indebtedness consisted of the following (in millions):
June 30,
2026 December 31,
2025
Non-recourse vacation ownership debt : (a)
Term notes (b)
$ 1,512 $ 1,690
USD bank conduit facility (due August 2027) (c)
376 318
AUD/NZD bank conduit facility (due December 2026) (d)
122 116
Total $ 2,010 $ 2,124
Debt : (e)
$ 1.0 billion secured revolving credit facility (due June 2030) (f)
$ 45 $ 63
Secured term loan B (due December 2029) (g)
851 854
$ 650 million 6.625 % secured notes (due July 2026)
— 649
$ 400 million 6.00 % secured notes (due April 2027) (h)
401 402
$ 650 million 4.50 % secured notes (due December 2029)
646 646
$ 350 million 4.625 % secured notes (due March 2030)
348 348
$ 900 million 6.250 % secured notes (due June 2031)
891 —
$ 500 million 6.125 % secured notes (due September 2033)
495 494
Finance leases 23 18
Total $ 3,700 $ 3,474
(a) Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities, the creditors of which have no recourse to the Company for principal and interest. These outstanding borrowings (which legally are not liabilities of the Company) are collateralized by $ 2.28 billion and $ 2.40 billion of underlying gross VOCRs and related assets (which legally are not assets of the Company) as of June 30, 2026 and December 31, 2025.
(b) The carrying amounts of the term notes are net of deferred financing costs of $ 21 million and $ 23 million as of June 30, 2026 and December 31, 2025.
(c) The Company has a borrowing capacity of $ 600 million under the USD bank conduit facility through August 2027. Borrowings under this facility are required to be repaid as the collateralized receivables amortize but no later than September 2028.
(d) The Company has a borrowing capacity of 200 million Australian dollars (“AUD”) and 25 million New Zealand dollars (“NZD”) under the AUD/NZD bank conduit facility through December 2026. Borrowings under this facility are required to be repaid no later than January 2029.
(e) The carrying amounts of the secured notes and term loan are net of unamortized discounts of $ 9 million and $ 11 million as of June 30, 2026 and December 31, 2025, and net of unamortized debt financing costs of $ 23 million and $ 16 million as of June 30, 2026 and December 31, 2025.
(f) The weighted average effective interest rate on facility borrowings was 5.72 % and 6.52 % for the six months ended June 30, 2026 and year-ended December 31, 2025.
(g) The weighted average effective interest rate on facility borrowings was 5.70 % and 6.86 % for the six months ended June 30, 2026 and year-ended December 31, 2025.
(h) Includes $ 1 million and $ 2 million of unamortized gains from the settlement of a derivative as of June 30, 2026 and December 31, 2025.
Sierra Timeshare 2026-1 Receivables Funding LLC
On March 26, 2026, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2026-1 Receivables Funding LLC, with an initial principal amount of $ 325 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 5.11 %. The advance rate for this transaction was 98 %.
Debt
Secured Notes. On May 20, 2026, the Company issued secured notes, with a face value of $ 900 million and an interest rate of 6.250 %. Deferred financing costs were $ 10 million, which will be amortized over the life of the notes. Interest is payable semi-annually in arrears on the notes. The notes will mature on June 1, 2031 unless earlier redeemed in accordance with their terms. Prior to June 1, 2028, the Company will be entitled at its option to redeem all or a portion of these notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus a “make-whole premium” plus any accrued and unpaid interest. At any time on or after June 1, 2028, the Company may redeem all or a portion of the notes at certain redemption prices above their face amount plus any accrued and unpaid interest. On or after June 1, 2030 the Company will be able to redeem the notes at par plus any accrued and unpaid interest. The proceeds of this offering
20
Table of Contents
were used to redeem all of the Company’s $ 650 million 6.625 % secured notes due July 2026, toward repayment of outstanding borrowings under the revolving credit facility, to pay the fees and expenses incurred in connection with the offering and for general corporate purposes. The Company incurred $ 2 million of third party debt modification costs associated with this transaction, which are included within Interest expense on the Condensed Consolidated Statements of Income.
Maturities and Capacity
The Company’s outstanding indebtedness as of June 30, 2026, matures as follows (in millions):
Non-recourse Vacation Ownership Debt Debt Total
Within 1 year $ 236 $ 419 $ 655
Between 1 and 2 years 270 15 285
Between 2 and 3 years 436 13 449
Between 3 and 4 years 177 1,866 2,043
Between 4 and 5 years 194 892 1,086
Thereafter 697 495 1,192
$ 2,010 $ 3,700 $ 5,710
Required principal payments on the non-recourse vacation ownership debt are based on the contractual repayment terms of the underlying VOCRs. Actual maturities may differ as a result of prepayments by the VOCR obligors.
As of June 30, 2026, the available capacities under the Company’s borrowing arrangements were as follows (in millions):
Non-recourse Conduit Facilities (a)
Revolving
Credit Facilities (b)
Total capacity $ 753 $ 1,000
Less: outstanding borrowings 498 45
Less: letters of credit — 1
Available capacity $ 255 $ 954
(a) Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacities of these facilities are subject to the Company’s ability to provide additional assets to collateralize additional non-recourse borrowings.
(b) Consists of the Company’s $ 1.0 billion secured revolving credit facility.
Debt Covenants
The revolving credit facility and term loan B facility are subject to covenants including the maintenance of specific financial ratios as defined in the credit agreement. The financial ratio covenants consist of a minimum interest coverage ratio of 2.00 to 1.0 as of the measurement date and a maximum first lien leverage ratio of 4.25 to 1.0 as of the measurement date. The interest coverage ratio is calculated by dividing consolidated EBITDA (as defined in the credit agreement) by consolidated interest expense (as defined in the credit agreement), both as measured on a trailing 12-month basis preceding the measurement date. The first lien leverage ratio is calculated by dividing consolidated first lien debt (as defined in the credit agreement) as of the measurement date by consolidated EBITDA (as defined in the credit agreement) as measured on a trailing 12-month basis preceding the measurement date.
As of June 30, 2026, the Company’s interest coverage ratio was 5.05 to 1.0 and the first lien leverage ratio was 3.16 to 1.0. These ratios do not include interest expense or indebtedness related to any qualified securitization financing (as defined in the credit agreement). As of June 30, 2026, the Company was in compliance with the financial covenants described above.
Each of the Company’s non-recourse securitized term notes and bank conduit facilities contain various triggers relating to the performance of the applicable loan pools. If the VOCR pool that collateralizes one of the Company’s securitization notes fails to perform within the parameters established by the contractual triggers (such as higher default or delinquency rates), there are provisions pursuant to which the cash flows for that pool will be maintained in the securitization as extra collateral for the note holders or applied to accelerate the repayment of outstanding principal to the note holders. As of June 30, 2026, all of the Company’s securitized loan pools were in compliance with applicable contractual triggers.
21
Table of Contents
Interest Expense
The Company incurred interest expense of $ 59 million and $ 115 million during the three and six months ended June 30, 2026 and $ 57 million and $ 115 million during the three and six months ended June 30, 2025, excluding interest expense associated with non-recourse vacation ownership debt. These amounts include offsets of less than $ 1 million of capitalized interest during each period. Cash paid related to such interest was $ 124 million and $ 115 million for the six months ended June 30, 2026 and 2025.
Interest expense incurred in connection with the Company’s non-recourse vacation ownership debt was $ 33 million and $ 65 million during the three and six months ended June 30, 2026 and $ 34 million and $ 68 million during the three and six months ended June 30, 2025. These amounts are included within Consumer financing interest on the Condensed Consolidated Statements of Income. Cash paid related to such interest was $ 54 million and $ 56 million for the six months ended June 30, 2026 and 2025.
10. Variable Interest Entities
The Company analyzes its variable interests, including loans, guarantees, interests in special purpose entities (“SPEs”), and equity investments, to determine if an entity in which the Company has a variable interest is a VIE. If the entity is deemed to be a VIE, the Company consolidates those VIEs for which the Company is the primary beneficiary.
Vacation Ownership Contract Receivables Securitizations
The Company pools qualifying VOCRs and sells them to bankruptcy-remote entities. VOCRs qualify for securitization based primarily on the credit strength of the VOI purchaser to whom financing has been extended. VOCRs are securitized through bankruptcy-remote SPEs that are consolidated within the Company’s Condensed Consolidated Financial Statements. As a result, the Company does not recognize gains or losses resulting from these securitizations at the time of sale to the SPEs. Interest income is recognized when earned over the contractual life of the VOCRs. The Company services the securitized VOCRs pursuant to servicing agreements negotiated on an arm’s-length basis based on market conditions. The activities of these SPEs are limited to (i) purchasing VOCRs from the Company’s vacation ownership subsidiaries, (ii) issuing debt securities and/or borrowing under a conduit facility to fund such purchases, and (iii) entering into derivatives to hedge interest rate exposure. The bankruptcy-remote SPEs are legally separate from the Company. The receivables held by the bankruptcy-remote SPEs are not available to creditors of the Company and legally are not assets of the Company. Additionally, the non-recourse debt that is securitized through the SPEs is legally not a liability of the Company and thus, the creditors of these SPEs have no recourse to the Company for principal and interest.
The assets and liabilities of these vacation ownership SPEs are as follows (in millions):
June 30,
2026 December 31,
2025
Securitized contract receivables, gross (a)
$ 2,162 $ 2,281
Securitized restricted cash (b)
86 87
Interest receivables on securitized contract receivables (c)
17 19
Other assets (d)
14 8
Total SPE assets 2,279 2,395
Non-recourse term notes (e) (f)
1,512 1,690
Non-recourse conduit facilities (e)
498 434
Other liabilities (g)
3 1
Total SPE liabilities 2,013 2,125
SPE assets in excess of SPE liabilities $ 266 $ 270
(a) Included in Vacation ownership contract receivables, net on the Condensed Consolidated Balance Sheets.
(b) Included in Restricted cash on the Condensed Consolidated Balance Sheets.
(c) Included in Trade receivables, net on the Condensed Consolidated Balance Sheets.
(d) Primarily includes deferred financing costs for the bank conduit facilities and a security investment asset, which are included in Other assets on the Condensed Consolidated Balance Sheets.
(e) Included in Non-recourse vacation ownership debt on the Condensed Consolidated Balance Sheets.
(f) Includes deferred financing costs of $ 21 million and $ 23 million as of June 30, 2026 and December 31, 2025, related to non-recourse debt.
(g) Primarily includes accrued interest on non-recourse debt, which is included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.
22
Table of Contents
In addition, the Company has VOCRs that have not been securitized through bankruptcy-remote SPEs. Such gross receivables were $ 1.09 billion and $ 1.02 billion as of June 30, 2026 and December 31, 2025.
A summary of total vacation ownership receivables and other securitized assets, net of securitized liabilities and the allowance for loan losses, is as follows (in millions):
June 30,
2026 December 31,
2025
SPE assets in excess of SPE liabilities $ 266 $ 270
Non-securitized contract receivables 1,087 1,020
Less: allowance for loan losses 660 663
Total, net $ 693 $ 627
11. Fair Value
The Company measures its financial assets and liabilities at fair value on a recurring basis and utilizes the fair value hierarchy to determine such fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1: Quoted prices for identical instruments in active markets.
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable.
Level 3: Unobservable inputs used when little or no market data is available.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The Company’s derivative instruments currently consist of foreign exchange forward contracts and interest rate caps.
As of June 30, 2026, the Company had foreign exchange contracts resulting in less than $ 1 million of assets which are included within Other assets and $ 1 million of liabilities which are included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets. On a recurring basis, such assets and liabilities are remeasured at estimated fair value (all of which are Level 2) and thus are equal to the carrying value.
The impact of interest rate caps was immaterial as of both June 30, 2026 and 2025.
For assets and liabilities that are measured using quoted prices in active markets, the fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using other significant observable inputs are valued by reference to similar assets and liabilities. For these items, a significant portion of fair value is derived by reference to quoted prices of similar assets and liabilities in active markets. For assets and liabilities that are measured using significant unobservable inputs, fair value is primarily derived using a fair value model, such as a discounted cash flow model.
The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities.
23
Table of Contents
The carrying amounts and estimated fair values of all other financial instruments were as follows (in millions):
June 30, 2026 December 31, 2025
Carrying
Amount Estimated Fair Value Carrying
Amount Estimated Fair Value
Assets
Vacation ownership contract receivables, net (Level 3) $ 2,589 $ 2,823 $ 2,638 $ 2,866
Liabilities
Debt (Level 2) $ 5,710 $ 5,681 $ 5,598 $ 5,612
The Company estimates the fair value of its VOCRs using a discounted cash flow model which it believes is comparable to the model that an independent third-party would use in the current market. The model uses Level 3 inputs consisting of default rates, prepayment rates, coupon rates, and loan terms for the contract receivables portfolio as key drivers of risk and relative value that, when applied in combination with pricing parameters, determines the fair value of the underlying contract receivables.
The Company estimates the fair value of its non-recourse vacation ownership debt by obtaining Level 2 inputs comprised of indicative bids from investment banks that actively issue and facilitate the secondary market for timeshare securities. The Company estimates the fair value of its debt, excluding finance leases, using Level 2 inputs based on indicative bids from investment banks and determines the fair value of its secured notes using quoted market prices (such secured notes are not actively traded).
12. Derivative Instruments and Hedging Activities
Foreign Currency Risk
The Company has foreign currency rate exposure to exchange rate fluctuations worldwide with particular exposure to the Euro, British pound sterling, Australian and Canadian dollars, and Mexican peso. The Company uses freestanding foreign currency forward contracts to manage a portion of its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables, payables, and forecasted earnings of foreign subsidiaries. Additionally, the Company has used foreign currency forward contracts designated as cash flow hedges to manage a portion of its exposure to changes in forecasted foreign currency denominated vendor payments. As of June 30, 2026, the Company had no gains or losses relating to foreign currency contracts designated as cash flow hedges included in Accumulated other comprehensive loss (“AOCL”).
Interest Rate Risk
A portion of the debt used to finance the Company’s operations is exposed to interest rate fluctuations. The Company periodically uses financial derivatives to strategically adjust its mix of fixed to floating rate debt. The derivative instruments utilized include interest rate swaps which convert fixed rate debt into variable rate debt (i.e. fair value hedges), and interest rate caps (undesignated hedges) to manage the overall interest cost. For relationships designated as fair value hedges, changes in fair value of the derivatives are recorded in income, with offsetting adjustments to the carrying amount of the hedged debt. As of June 30, 2026 and 2025, the Company had no interest rate derivatives designated as fair value or cash flow hedges.
There were no losses on derivatives recognized in AOCL for the three and six months ended June 30, 2026 or 2025.
13. Income Taxes
The Company files U.S. federal and state, and foreign income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for years prior to 2022 and state and local income tax examinations prior to 2016. In significant foreign jurisdictions, years prior to 2017 are generally no longer subject to income tax examinations by their respective tax authorities.
The Company’s effective tax rate was 29.7 % and 28.9 % for the three months ended June 30, 2026 and 2025; and 28.5 % for both the six months ended June 30, 2026 and 2025. The effective tax rate for the three months ended June 30, 2026 was primarily impacted by discrete tax adjustments recorded in the quarter, primarily related to an increase in unrecognized tax benefits. The effective tax rate for the three months ended June 30, 2025 was primarily impacted by an increase in unrecognized tax benefits. The effective tax rate for the six months ended June 30, 2026 was impacted by the excess tax benefit from stock-based compensation offset by an increase in unrecognized tax benefits. The effective tax rate for the six months ended June 30, 2025 was primarily impacted by Pillar Two taxes and an increase in unrecognized tax benefits offset by a decrease in state taxes.
24
Table of Contents
The Company made income tax payments, net of tax refunds, of $ 75 million and $ 57 million during the six months ended June 30, 2026 and 2025.
14. Leases
The Company leases property and equipment under finance and operating leases for its corporate headquarters, administrative functions, marketing and sales offices, and various other facilities and equipment. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of its leases include rental escalation clauses, lease incentives, renewal options and/or termination options that are factored into the Company’s determination of lease payments. The Company elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company also made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments on a straight-line basis over the lease term in the Condensed Consolidated Statements of Income.
When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to 20 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within one year .
The table below presents information related to the lease costs for finance and operating leases (in millions):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Operating lease cost $ 5 $ 5 $ 9 $ 10
Short-term lease cost $ 4 $ 3 $ 7 $ 7
Finance lease cost:
Amortization of right-of-use assets $ 3 $ 3 $ 5 $ 5
Interest on lease liabilities — — 1 1
Total finance lease cost $ 3 $ 3 $ 6 $ 6
The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets:
Balance Sheet Classification June 30,
2026 December 31, 2025
Operating leases (in millions):
Operating lease right-of-use assets Other assets $ 82 $ 85
Operating lease liabilities Accrued expenses and other liabilities $ 131 $ 136
Finance leases (in millions):
Finance lease assets (a)
Property and equipment, net $ 24 $ 19
Finance lease liabilities Debt $ 23 $ 18
Weighted average remaining lease term:
Operating leases 9.0 years 9.6 years
Finance leases 3.1 years 2.4 years
Weighted average discount rate:
Operating leases (b)
6.3 % 6.3 %
Finance leases 6.0 % 6.1 %
(a) Presented net of accumulated depreciation.
(b) Upon adoption of the lease standard, discount rates used for existing leases were established at January 1, 2019.
25
Table of Contents
The table below presents supplemental cash flow information related to leases (in millions):
Six Months Ended
June 30,
2026 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases $ 14 $ 15
Operating cash outflows from finance leases $ 1 $ 1
Financing cash outflows from finance leases $ 5 $ 6
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 8 $ 13
Finance leases $ 10 $ 3
The table below presents maturities of lease liabilities as of June 30, 2026 (in millions):
Operating Leases Finance
Leases
Six months ending December 31, 2026 $ 15 $ 6
2027 27 9
2028 24 5
2029 21 3
2030 13 2
Thereafter 84 1
Total minimum lease payments 184 26
Amount of lease payments representing interest ( 53 ) ( 3 )
Present value of future minimum lease payments $ 131 $ 23
15. Commitments and Contingencies
The Company is involved in claims, legal and regulatory proceedings, and governmental inquiries related to its business, none of which, in the opinion of management, is expected to have a material effect on the Company’s results of operations or financial condition.
Travel + Leisure Co. Litigation
The Company may be from time to time involved in claims, legal and regulatory proceedings, and governmental inquiries arising in the ordinary course of its business including, but not limited to: for its Vacation Ownership business — breach of contract, bad faith, conflict of interest, fraud, consumer protection and other statutory claims by property owners’ associations, owners and prospective owners in connection with the sale or use of VOIs or land, or the management of vacation ownership resorts; construction defect claims relating to vacation ownership units or resorts or in relation to guest reservations and bookings; and negligence, breach of contract, fraud, consumer protection and other statutory claims by guests and other consumers for alleged injuries sustained at or acts or occurrences related to vacation ownership units or resorts or in relation to guest reservations and bookings; for its Travel and Membership business — breach of contract, fraud and bad faith claims by affiliates and customers in connection with their respective agreements, negligence, breach of contract, fraud, consumer protection and other statutory claims asserted by members, guests and other consumers for alleged injuries sustained at or acts or occurrences related to affiliated resorts, or in relation to guest reservations and bookings; and for each of its businesses, bankruptcy proceedings involving efforts to collect receivables from a debtor in bankruptcy, employment matters including but not limited to, claims of wrongful termination, retaliation, discrimination, harassment and wage and hour claims, whistleblower claims, claims of infringement upon third parties’ intellectual property rights, claims relating to information security, privacy and consumer protection, fiduciary duty/trust claims, tax claims, environmental claims, and landlord/tenant disputes.
The Company records an accrual for legal contingencies when it determines, after consultation with outside counsel where appropriate, that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the Company’s ability to make a reasonable estimate of loss. The Company reviews these accruals each fiscal quarter and makes revisions based on changes in facts and circumstances including changes to its strategy in dealing with these matters. The Company believes that it has adequately accrued for such matters with reserves of $ 3 million and $ 2 million as of June 30, 2026 and December 31, 2025. Litigation
26
Table of Contents
is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to the Company with respect to earnings and/or cash flows in any given reporting period. As of June 30, 2026, it is estimated that the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to $ 22 million in excess of recorded accruals. Such accruals are exclusive of matters relating to the Company’s separation from the Company’s former parent Avis Budget Group, Inc. (“ABG”), formerly Cendant Corporation, matters relating to the spin-off of Wyndham Hotels & Resorts, Inc. (“Spin-off”), and matters relating to the sale of the vacation rentals businesses, which are discussed in Note 21— Transactions with Former Parent and Former Subsidiaries . However, the Company does not believe that the impact of such litigation should result in a material liability to the Company in relation to its consolidated financial position and/or liquidity.
For matters deemed reasonably possible, therefore not requiring accrual, the Company believes that such matters will not have a material effect on its results of operations, financial position, or cash flows based on information currently available.
In addition to the items listed above, the Company has reached an agreement in principle with the SEC Staff to settle an inquiry relating to its disclosures regarding certain delinquent and defaulted loans that the Company agreed to rescind in 2019 and 2020. The proposed settlement is subject to approval by the SEC. Until it is approved, there can be no assurance that the matter will ultimately be resolved on terms acceptable to the Company and the SEC. The proposed settlement, which would be entered into on a neither admit nor deny basis, involves non-scienter-based violations of the federal securities laws by the Company and a civil monetary penalty of $ 975,000 . Such amount has been accrued within Accrued expenses and other liabilities on the Condensed Consolidated Balance sheets as of both June 30, 2026 and December 31, 2025.
G UARANTEES /I NDEMNIFICATIONS
Standard Guarantees/Indemnifications
In the ordinary course of business, the Company enters into agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for specified breaches of, or third-party claims relating to, an underlying agreement. Such underlying agreements are typically entered into by one of the Company’s subsidiaries. The various underlying agreements generally govern purchases, sales or outsourcing of products or services, leases of real estate, licensing of software and/or development of vacation ownership properties, customer data safeguards, access to credit facilities, derivatives, and issuances of debt securities. Also in the ordinary course of business, the Company provides corporate guarantees for its operating business units relating to merchant credit-card processing for prepaid customer stays and other deposits. While a majority of these guarantees and indemnifications extend only for the duration of the underlying agreement, some survive the expiration of the agreement. The Company is not able to estimate the maximum potential amount of future payments to be made under these guarantees and indemnifications as the triggering events are not predictable. In certain cases, the Company receives offsetting indemnifications from third-parties and/or maintains insurance coverage that may mitigate any potential payments.
Other Guarantees and Indemnifications
For information on guarantees and indemnifications related to the Company’s former parent and subsidiaries see Note 21— Transactions with Former Parent and Former Subsidiaries.
27
Table of Contents
16. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows (in millions):
Pretax Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Loss
Balance, December 31, 2025 $ ( 164 ) $ 1 $ ( 163 )
Other comprehensive income/(loss)
3 ( 1 ) 2
Balance, June 30, 2026 $ ( 161 ) $ — $ ( 161 )
Tax
Balance, December 31, 2025 $ 97 $ — $ 97
Other comprehensive income/(loss)
— — —
Balance, June 30, 2026 $ 97 $ — $ 97
Net of Tax
Balance, December 31, 2025 $ ( 67 ) $ 1 $ ( 66 )
Other comprehensive income/(loss)
3 ( 1 ) 2
Balance, June 30, 2026 $ ( 64 ) $ — $ ( 64 )
Pretax Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Loss
Balance, December 31, 2024 $ ( 210 ) $ 1 $ ( 209 )
Other comprehensive income 46 — 46
Balance, June 30, 2025 $ ( 164 ) $ 1 $ ( 163 )
Tax
Balance, December 31, 2024 $ 97 $ — $ 97
Other comprehensive income — — —
Balance, June 30, 2025 $ 97 $ — $ 97
Net of Tax
Balance, December 31, 2024 $ ( 113 ) $ 1 $ ( 112 )
Other comprehensive income 46 — 46
Balance, June 30, 2025 $ ( 67 ) $ 1 $ ( 66 )
Foreign currency translation adjustments exclude income taxes related to investments in foreign subsidiaries where the Company intends to reinvest the undistributed earnings indefinitely in those foreign operations.
The Company's policy for releasing disproportionate income tax effects from AOCL utilizes the aggregate approach.
There were no reclassifications out of AOCL for the six months ended June 30, 2026 or 2025.
17. Stock-Based Compensation
The Company has a stock-based compensation plan available to grant RSUs, PSUs, stock-settled appreciation rights, NQs, and other stock-based awards to key employees, non-employee directors, advisors, and consultants.
Under the Amended and Restated 2006 Equity Incentive Plan, a maximum of 15.7 million shares of common stock may be awarded. As of June 30, 2026, based on the number of awards granted at target performance levels, 9.0 million shares remained available.
Incentive Equity Awards Granted by the Company
During the six months ended June 30, 2026, the Company granted incentive equity awards to key employees and senior officers of $ 48 million in the form of RSUs and $ 20 million in the form of PSUs, based on target performance. Of these
28
Table of Contents
awards, the majority of RSUs will vest ratably over a period of four years and the majority of the PSUs will cliff vest on the third anniversary of the grant date, contingent upon the Company achieving certain performance metrics, with a maximum vesting of 200 %.
During the six months ended June 30, 2025, the Company granted incentive equity awards to key employees and senior officers of $ 38 million in the form of RSUs and $ 10 million in the form of PSUs, contingent upon the Company achieving certain performance metrics, with a maximum vesting of 200 %.
The activity related to incentive equity awards granted by the Company to key employees and senior officers for the six months ended June 30, 2026, consisted of the following (in millions, except grant prices):
Balance, December 31, 2025 Granted Performance Adjustment (a)
Vested /Exercised (b)
Cancelled / Forfeited (c)
Balance, June 30,
2026
RSUs
Number of RSUs 1.7 0.7 — ( 0.6 ) — 1.8 (d)
Weighted average grant price $ 49.64 $ 71.47 $ — $ 48.24 $ — $ 58.28
PSUs
Number of PSUs 0.9 0.3 ( 0.3 ) ( 0.2 ) — 0.7 (e)
Weighted average grant price $ 46.08 $ 71.50 $ 43.33 $ 42.18 $ — $ 58.64
NQs
Number of NQs 0.9 — — ( 0.1 ) — 0.8 (f)
Weighted average grant price $ 43.97 $ — $ — $ 44.38 $ — $ 43.91
(a) Represents a reduction to shares awarded as the Company did not achieve the target performance metrics at the end of the associated performance period.
(b) Upon exercise of NQs and vesting of RSUs and PSUs, the Company issues new shares to participants.
(c) The Company recognizes cancellations and forfeitures as they occur.
(d) Aggregate unrecognized compensation expense related to RSUs was $ 82 million as of June 30, 2026, which is expected to be recognized over a weighted average period of 2.8 years.
(e) The aggregate unrecognized compensation expense related to PSUs was $ 36 million as of June 30, 2026, which is expected to be recognized over a weighted average period of 2.2 years.
(f) There were 0.8 million NQs which were exercisable as of June 30, 2026. These exercisable NQs will expire over a weighted average period of 3.8 years and carry a weighted average grant date fair value of $ 9.10 . There was no unrecognized compensation expense for NQs as of June 30, 2026 .
The Company did not grant any stock options during the six months ended June 30, 2026 or 2025. The fair value of stock options granted by the Company prior to 2025 was estimated on the date of grant using the Black-Scholes option-pricing model with the relevant weighted average assumptions. Expected volatility was based on both historical and implied volatilities of the Company’s stock and the stock of comparable companies over the estimated expected life for options. The expected life represented the period of time these awards were expected to be outstanding. The risk-free interest rate was based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the options. The projected dividend yield was based on the Company’s anticipated annual dividend divided by the price of the Company’s stock on the date of the grant.
The Company received $ 5 million and $ 2 million from option exercises during the six months ended June 30, 2026 and 2025. The total intrinsic value of options exercised was $ 5 million and $ 1 million during the six months ended June 30, 2026 and 2025. The vest date fair value of shares that vested during the six months ended June 30, 2026 and 2025 was $ 41 million and $ 50 million.
Stock-Based Compensation Expense
The Company recorded stock-based compensation expense of $ 15 million and $ 28 million during the three and six months ended June 30, 2026, and $ 12 million and $ 26 million during the three and six months ended June 30, 2025 related to incentive equity awards granted to key employees, senior officers, and non-employee directors. During the six months
29
Table of Contents
ended June 30, 2026 and 2025, the Company recognized $ 8 million and $ 7 million of tax benefits associated with stock-based compensation.
The Company paid $ 17 million and $ 13 million of taxes for the net share settlement of incentive equity awards that vested during the six months ended June 30, 2026 and 2025. Such amounts are included within Financing activities on the Condensed Consolidated Statements of Cash Flows.
Employee Stock Purchase Plan
The Company has an employee stock purchase plan which allows eligible employees to purchase common shares of Company stock through payroll deductions at a 10 % discount off the fair market value at the grant date. The Company issued 0.1 million shares under this plan during both the six months ended June 30, 2026 and 2025 and recognized $ 1 million of compensation expense for each of these issuances. The purchase date fair value of shares issued under this plan was $ 6 million and $ 5 million during the six months ended June 30, 2026 and 2025.
18. Segment Information
The Company has two reportable segments: Vacation Ownership and Travel and Membership. In identifying its reportable segments the Company analyzed the components of each segment, the nature of the segments’ products and services, and prescribed quantitative thresholds. Based on this analysis the Company aggregates two geographical operating segments within the Vacation Ownership reportable segment and two operating segments within the Travel and Membership reportable segment.
The Vacation Ownership segment develops, markets, and sells VOIs to individual consumers, provides consumer financing in connection with the sale of VOIs, and provides property management services at resorts. This segment is wholly comprised of the Vacation Ownership business line. The Travel and Membership segment operates a variety of travel businesses, including vacation exchange brands, travel technology platforms, travel memberships, and direct-to-consumer rentals. This segment is comprised of the Exchange and Travel Club business lines.
The financial results of these reportable segments are regularly reviewed by the Company’s Chief Executive Officer (“CEO”) to evaluate performance and allocate resources. Since the Company’s CEO makes key operating and resource allocation decisions, the CEO is considered the Company’s chief operating decision maker (“CODM”).
Adjusted EBITDA is the profitability measure utilized by the CODM to assess the performance of the reportable segments through comparisons to budgets, forecasts, prior periods, and trends. This analysis is used to make certain decisions regarding the allocation of capital and personnel to the segments.
Adjusted EBITDA is defined by the Company 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 ABG, 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. The Company excludes these costs as they do not reflect recurring operating expenses. The Company believes that Adjusted EBITDA is a useful measure of performance for its segments which, when considered with GAAP measures, gives a more complete understanding of its operating performance. The Company’s presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies .
30
Table of Contents
The following tables present the Company’s segment information (in millions):
Three Months Ended June 30, 2026
Net revenues Vacation Ownership Travel and Membership Total
Revenues from external customers $ 907 (a)
$ 156 $ 1,063
Intersegment revenues — 1 1
907 157 1,064
Reconciliation of revenues
Elimination of intersegment revenues ( 1 )
Total consolidated revenues $ 1,063
Less:
Property management expense 180 — (b)
Marketing
132 (c)
9
Commissions 121 — (b)
General and administrative (d)
65 23
Sales administration 58 — (b)
Consumer financing interest 33 — (b)
Licensing fees 30 — (b)
Cost of sales 23 (e)
50
Fee-for-Service expenses
7 — (b)
Developer obligations (f)
1 — (b)
Contact center — (b)
18
Resort services — (b)
8
Other segment items (g)
10 —
Reportable segment Adjusted EBITDA
$ 247 $ 49 $ 296
Other Adjusted EBITDA
( 27 )
Adjusted EBITDA $ 269
Three Months Ended June 30, 2026
Reconciliation of Adjusted EBITDA Total
Adjusted EBITDA $ 269
Interest expense (h)
( 59 )
Depreciation and amortization ( 32 )
Stock-based compensation ( 15 )
Inventory write-downs and asset impairments (i)
( 6 )
Acquisition and divestiture related deal costs ( 1 )
Legacy items 1
Interest income
2
Other (j)
( 4 )
Income before income taxes 155
Provision for income taxes ( 46 )
Net income attributable to Travel + Leisure Co. shareholders $ 109
(a) Includes $ 141 million provision for loan losses, net.
(b) Expense category not regularly provided to the CODM for this segment.
(c) Excludes licensing fees which are reported within Marketing on the Condensed Consolidated Statements of Income, as it is separately disclosed.
(d) Excludes stock-based compensation and legacy items which are not included in the determination of Adjusted EBITDA.
(e) Represents Cost of vacation ownership interests on the Condensed Consolidated Statements of Income. Excludes $ 6 million of inventory write-downs and impairments which are not included in the determination of Adjusted EBITDA.
(f) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.
(g) Includes expenses for VOI travel packages, VOI incentives, and professional fees reported within Operating expenses, and other non-operating income/expense items included in the determination of Adjusted EBITDA such as dividend income and asset sales.
(h) Includes $ 2 million of debt modification costs associated with the refinancing of the $ 650 million 6.625 % secured notes which were due July 2026.
(i) Includes $ 6 million of inventory write-downs and impairments related to the Company’s resort optimization initiative included in Cost of vacation ownership interests on the Condensed Consolidated Statements of Income .
31
Table of Contents
(j) Includes $ 3 million of resort closure and employee related costs associated with the resort optimization initiative included within Operating expense on the Condensed Consolidated Statements of Income and $ 1 million of other items that meet the conditions of unusual and/or infrequent.
Three Months Ended June 30, 2025
Net revenues Vacation Ownership Travel and Membership Total
Revenues from external customers $ 853 (a)
$ 164 $ 1,017
Intersegment revenues — 2 2
853 166 1,019
Reconciliation of revenues
Other revenues (b)
1
Elimination of intersegment revenues ( 2 )
Total consolidated revenues $ 1,018
Less:
Property management expense 167 — (c)
Marketing
114 (d)
11
Commissions 112 — (c)
General and administrative (e)
57 23
Sales administration 53 — (c)
Consumer financing interest 34 — (c)
Licensing fees 27 — (c)
Developer obligations (f)
23 — (c)
Cost of sales 21 (g)
49
Fee-for-Service expenses
17 — (c)
Contact center — (c)
18
Resort services — (c)
8
Other segment items (h)
10 2
Reportable segment Adjusted EBITDA
$ 218 $ 55 $ 273
Other Adjusted EBITDA
( 23 )
Adjusted EBITDA $ 250
Three Months Ended June 30, 2025
Reconciliation of Adjusted EBITDA Total
Adjusted EBITDA $ 250
Interest expense ( 57 )
Depreciation and amortization ( 31 )
Stock-based compensation ( 12 )
Asset impairments, net ( 1 )
Legacy items 1
Interest income
2
Income before income taxes 152
Provision for income taxes ( 44 )
Net income attributable to Travel + Leisure Co. shareholders $ 108
(a) Includes $ 128 million provision for loan losses, net.
(b) Represents revenue recognized at the Company's Corporate and other segment for managing an insurance program on behalf of homeowners associations.
(c) Expense category not regularly provided to the CODM for this segment.
(d) Excludes licensing fees which are reported within Marketing on the Condensed Consolidated Statements of Income, as it is separately disclosed.
(e) Excludes stock-based compensation and legacy items which are not included in the determination of Adjusted EBITDA.
(f) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.
(g) Represents Cost of vacation ownership interests on the Condensed Consolidated Statements of Income.
(h) Includes expenses for VOI travel packages, VOI incentives, and professional fees reported within Operating expenses, and other non-operating income/expense items included in the determination of Adjusted EBITDA such as dividend income.
32
Table of Contents
Six Months Ended June 30, 2026
Net revenues Vacation Ownership Travel and Membership Total
Revenues from external customers $ 1,705 (a)
$ 318 $ 2,023
Intersegment revenues — 3 3
1,705 321 2,026
Reconciliation of revenues
Other revenues (b)
1
Elimination of intersegment revenues ( 3 )
Total consolidated revenues $ 2,024
Less:
Property management expense 353 — (c)
Marketing 241 (d)
18
Commissions 221 — (c)
General and administrative (e)
127 45
Sales administration 116 — (c)
Consumer financing interest 65 — (c)
Licensing fees 55 — (c)
Cost of sales 38 (f)
97
Developer obligations (g)
20 — (c)
Fee-for-Service expenses 14 — (c)
Contact center — (c)
35
Resort services — (c)
16
Other segment items (h)
17 2
Reportable segment Adjusted EBITDA $ 438 $ 108 $ 546
Other Adjusted EBITDA
( 52 )
Adjusted EBITDA $ 494
Six Months Ended June 30, 2026
Reconciliation of Adjusted EBITDA Total
Adjusted EBITDA $ 494
Interest expense (i)
( 115 )
Depreciation and amortization ( 64 )
Stock-based compensation ( 29 )
Inventory write-downs and asset impairments (j)
( 25 )
Acquisition and divestiture related deal costs ( 1 )
Restructuring 2
Legacy items 5
Interest income
5
Other (k)
( 9 )
Income before income taxes 263
Provision for income taxes ( 75 )
Net income attributable to Travel + Leisure Co. shareholders $ 188
(a) Includes $ 241 million provision for loan losses, net.
(b) Represents revenue recognized at the Company's Corporate and other segment for managing an insurance program on behalf of homeowners associations.
(c) Expense category not regularly provided to the CODM for this segment.
(d) Excludes licensing fees which are reported within Marketing on the Condensed Consolidated Statements of Income, as it is separately disclosed.
(e) Excludes stock-based compensation and legacy items which are not included in the determination of Adjusted EBITDA.
(f) Represents Cost of vacation ownership interests on the Condensed Consolidated Statements of Income. Excludes $ 25 million of inventory impairments for the six months ended June 30, 2026, which are not included in the determination of Adjusted EBITDA.
(g) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.
33
Table of Contents
(h) Includes expenses for VOI travel packages, VOI incentives, and professional fees reported within Operating expenses, and other non-operating income/expense items included in the determination of Adjusted EBITDA such as dividend income and asset sales.
(i) Includes $ 2 million of debt modification costs associated with the refinancing of the $ 650 million 6.625 % secured notes which were due July 2026.
(j) Includes $ 25 million of inventory impairments and write-downs related to the Company’s resort optimization initiative for the six months ended June 30, 2026, included in Cost of vacation ownership interests on the Condensed Consolidated Statements of Income.
(k) Includes $ 8 million of resort closure and employee related costs associated with the resort optimization initiative included within Operating expense on the Condensed Consolidated Statements of Income and $ 1 million of other items that meet the conditions of unusual and/or infrequent.
Six Months Ended June 30, 2025
Net revenues Vacation Ownership Travel and Membership Total
Revenues from external customers $ 1,609 (a)
$ 341 $ 1,950
Intersegment revenues — 4 4
1,609 345 1,954
Reconciliation of revenues
Other revenues (b)
1
Elimination of intersegment revenues ( 4 )
Total consolidated revenues $ 1,951
Less:
Property management expense 340 — (c)
Marketing 207 (d)
21
Commissions 201 — (c)
General and administrative (e)
116 46
Sales administration 105 — (c)
Consumer financing interest 68 — (c)
Developer obligations (f)
59 — (c)
Licensing fees 48 — (c)
Cost of sales 45 (g)
100
Fee-for-Service expenses 27 — (c)
Contact center — (c)
36
Resort services — (c)
16
Other segment items (h)
15 3
Reportable segment Adjusted EBITDA $ 378 $ 123 $ 501
Other Adjusted EBITDA
( 49 )
Adjusted EBITDA $ 452
Six Months Ended June 30, 2025
Reconciliation of Adjusted EBITDA Total
Adjusted EBITDA $ 452
Interest expense ( 115 )
Depreciation and amortization ( 61 )
Stock-based compensation ( 26 )
Asset impairments, net ( 1 )
Interest income
4
Income before income taxes 253
Provision for income taxes ( 72 )
Net income attributable to Travel + Leisure Co. shareholders $ 181
(a) Includes $ 219 million provision for loan losses, net.
(b) Represents revenue recognized at the Company's Corporate and other segment for managing an insurance program on behalf of homeowners associations.
(c) Expense category not regularly provided to the CODM for this segment.
(d) Excludes licensing fees which are reported within Marketing on the Condensed Consolidated Statements of Income, as it is separately disclosed.
(e) Excludes stock-based compensation and legacy items which are not included in the determination of Adjusted EBITDA.
34
Table of Contents
(f) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.
(g) Represents Cost of vacation ownership interests on the Condensed Consolidated Statements of Income.
(h) Includes expenses for VOI travel packages, VOI incentives, and professional fees reported within Operating expenses, and other non-operating income/expense items included in the determination of Adjusted EBITDA such as dividend income and asset sales.
Six Months Ended
June 30,
Capital Expenditures 2026 2025
Vacation Ownership $ 28 $ 28
Travel and Membership 9 8
Total reportable segments 37 36
Corporate and other 7 22
Total Company $ 44 $ 58
Segment Assets (a)
June 30,
2026 December 31, 2025
Vacation Ownership $ 5,090 $ 5,022
Travel and Membership 1,314 1,334
Total reportable segments 6,404 6,356
Corporate and other 492 404
Total Company $ 6,896 $ 6,760
(a) Excludes investment in consolidated subsidiaries.
19. Impairments and other charges
In connection with the resort optimization initiative discussed in Note 20— Restructuring , the Company incurred $ 6 million and $ 25 million of inventory write-downs and impairments at its Vacation Ownership segment during the three and six months ended June 30, 2026 associated with the removal of certain identified resorts from the Company’s portfolio and 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 Condensed Consolidated Statements of Income.
20. Restructuring
Resort Optimization Initiative
In order to promote the long-term strength of its portfolio of vacation ownership resorts, the Company undertook a strategic review with the intent of optimizing the overall quality of its 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, the Company proposed to the boards of the respective homeowners’ associations (“HOAs”) of these identified resorts, court-supervised restructuring plans to remove select resorts from the Company’s portfolio and reduce the number of units at certain other resorts.
As of June 30, 2026, the Company had received confirmation of both HOA board and required member approvals of the proposed actions for all HOAs of the identified resorts. When the restructuring plans have been completed, the identified resorts and related assets of the respective HOAs will be sold, and all owners, including the Company and its vacation ownership clubs, will receive pro-rata distributions of the net sales proceeds. The Company anticipates that the respective HOAs will receive the necessary court approvals for the sale of the property governed by the HOAs by the end of 2026. Related to this initiative, during the fourth quarter of 2025, the Company executed agreements to supply replacement inventory to the vacation ownership clubs impacted by removal of the identified resorts in exchange for the clubs’ pro-rata distributions of net sales proceeds.
During 2025, the Company incurred $ 233 million of costs in connection with these actions, including $ 216 million of inventory write-downs and impairments at its Vacation Ownership segment associated with the removal of the identified resorts and the agreements to supply replacement inventory to the impacted vacation ownership clubs which were included within Cost of vacation ownership interests on the Consolidated Statements of Income. During 2025, the Company also incurred $ 8 million of impairments of other property and equipment, which were included within Asset impairments, net
35
Table of Contents
and $ 9 million of other charges consisting primarily of employee-related costs, of which $ 5 million was included within Operating expense and $ 4 million was included in Restructuring on the Consolidated Statements of Income.
The Company incurred an additional $ 9 million and $ 31 million of costs associated with this initiative during the three and six months ended June 30, 2026 at its Vacation Ownership segment, including $ 6 million and $ 25 million of inventory write-downs and impairments driven by actions that were approved by owners during the three and six months ended June 30, 2026.
The valuation method used in the determination of the fair value of inventory impacted by this initiative was based on a discounted cash flow model which used Level 3 inputs consisting of available property information and comparable sales to estimate income and operating expenses to determine an estimated price range.
The Company’s financial statements included the following impacts related to the resort optimization initiative (in millions):
Three Months Ended June 30, Six Months Ended June 30,
Income Statement Classification
Inventory write-downs $ 3 $ 14 Cost of vacation ownership interests
Inventory impairments 3 11 Cost of vacation ownership interests
Resort closure costs 2 5 Operating
Severance and related benefits — ( 2 ) Restructuring
Other employee related costs 1 3 Operating
Total resort optimization initiative costs $ 9 $ 31
As of December 31, 2025, there were $ 4 million of restructuring liabilities associated with this initiative. During the six months ended June 30, 2026, the Company reversed $ 2 million of restructuring expense for costs incurred during 2025 on behalf of the HOAs which are subject to reimbursement. As these costs will be paid by the Company on behalf of the HOAs these $ 2 million of charges are maintained within the restructuring liability with an offsetting receivable included in Trade receivables, net on the Condensed Consolidated Balance Sheet. This liability was reduced by $ 1 million of cash payments during the six months ended June 30, 2026. The remaining resort optimization initiative liability of $ 3 million is expected to be paid by the end of 2027.
2025 Restructuring Plan
During 2025, the Company incurred $ 15 million of restructuring charges associated with the 2025 restructuring plan. These actions were primarily focused on enhancing organizational efficiency and rationalizing operations. These charges included personnel-related costs resulting from a reduction of approximately 250 employees and other expenses. The 2025 restructuring plan charges consisted of (i) $ 7 million of personnel-related costs at the Company’s corporate operations, (ii) $ 5 million of personnel-related costs and $ 2 million of fees associated with the termination of a licensing agreement at the Travel and Membership segment, and (iii) $ 1 million of personnel-related costs at the Vacation Ownership segment. All material initiative and related expenses have been incurred as of December 31, 2025. The 2025 restructuring liability was reduced by $ 3 million of cash payments during the year ended December 31, 2025. As of December 31, 2025, this restructuring liability was $ 12 million. The 2025 restructuring liability was reduced by $ 11 million of cash payments during the six months ended June 30, 2026. The remaining 2025 restructuring liability of $ 1 million is expected to be paid by the end of 2027.
Prior Restructuring Plans
The Company has additional restructuring plans which were implemented prior to 2025. As of both June 30, 2026 and December 31, 2025, the restructuring liability related to these plans was $ 12 million, all of which is related to leased facilities. The remaining liability associated with these prior restructuring plans is expected to be paid by the end of 2029.
36
Table of Contents
The Company’s restructuring liabilities are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets. The table below summarizes the activity associated with the Company’s aforementioned restructuring plans (in millions):
Liability as of Liability as of
December 31, 2025 Costs Recognized Cash Payments Other June 30,
2026
Personnel-related $ 14 $ ( 2 ) $ ( 10 ) $ 2 (a)
$ 4
Facility-related 12 — — — 12
Other 2 — ( 2 ) — —
$ 28 $ ( 2 ) $ ( 12 ) $ 2 $ 16
(a) Represents reimbursable costs the Company will pay on behalf of the respective HOAs related to the resort optimization initiative.
21. Transactions with Former Parent and Former Subsidiaries
Matters Related to Former Parent
Pursuant to the Separation and Distribution Agreement with the Company’s former parent ABG (formerly Cendant Corporation), the Company entered into certain guarantee commitments with ABG and ABG’s former subsidiary, Compass, Inc. (formerly Anywhere Real Estate Inc. and Realogy). These guarantee arrangements primarily related to certain contingent litigation liabilities, contingent tax liabilities, and ABG contingent and other corporate liabilities, of which Wyndham Worldwide Corporation assumed 37.5 % of the responsibility while ABG’s former subsidiary Compass, Inc. is responsible for the remaining 62.5 %. In connection with the Spin-off, Wyndham Hotels agreed to retain one-third of ABG’s contingent and other corporate liabilities and associated costs; therefore, Travel + Leisure Co. was effectively responsible for 25 % of such matters subsequent to the separation. Since ABG’s separation, ABG has settled the majority of the lawsuits that were pending on the date of the separation.
On March 21, 2023, the California Office of Tax Appeals (“OTA”) issued an opinion in favor of the California Franchise Tax Board on a legacy tax matter involving ABG related to a 1999 transaction. The matter concerned (i) whether the statute of limitations barred proposed assessment notices issued by the California Franchise Tax Board; and (ii) whether a transaction undertaken by the taxpayers for the 1999 tax year constituted a tax-free reorganization under the Internal Revenue Code. ABG filed a petition for rehearing in 2023. On April 10, 2024, the OTA denied ABG’s petition. On May 27, 2025, the Company paid $ 24 million for its share of the taxes and interest, and was reimbursed $ 8 million by Wyndham Hotels for its one-third portion. On April 21, 2026, ABG filed a Claim for Refund of Corporate Income Tax with the California Franchise Tax Board.
As of June 30, 2026 and December 31, 2025, the Company had less than $ 1 million and $ 1 million ABG separation and related liabilities, comprised of contingent and corporate liabilities. These liabilities are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.
Matters Related to Wyndham Hotels
In connection with the Spin-off on May 31, 2018, Travel + Leisure Co. entered into several agreements with Wyndham Hotels that govern the relationship of the parties following the separation. The current ongoing agreements include the Separation and Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, and the License, Development and Noncompetition Agreement.
The Company and Wyndham Hotels entered into a letter agreement during 2021 pursuant to which, among other things, Wyndham Hotels waived its right to enforce certain noncompetition covenants in the License, Development and Noncompetition Agreement.
In accordance with the agreements governing the relationship between Travel + Leisure Co. and Wyndham Hotels, Travel + Leisure Co. assumed two-thirds and Wyndham Hotels assumed one-third of certain contingent corporate liabilities of the Company incurred prior to the Spin-off, including liabilities of the Company related to certain terminated or divested businesses, certain general corporate matters, and any actions with respect to the separation plan. Likewise, Travel + Leisure Co. is entitled to receive two-thirds and Wyndham Hotels is entitled to receive one-third of the proceeds from certain contingent corporate assets of the Company arising prior to the Spin-off.
37
Table of Contents
Matters Related to the European Vacation Rentals Business
In connection with the sale of the Company’s European vacation rentals business to Awaze Limited (“Awaze”), formerly Compass IV Limited, an affiliate of Platinum Equity, LLC, the Company and Wyndham Hotels agreed to certain post-closing credit support for the benefit of certain credit card service providers, a British travel association, and certain regulatory authorities to allow them to continue providing services or regulatory approval to the business. Post-closing credit support may be called if the business fails to meet its primary obligation to pay amounts when due. Awaze has provided an indemnification to Travel + Leisure Co. in the event that the post-closing credit support is enforced or called upon.
At closing, the Company agreed to provide additional post-closing credit support to a British travel association and regulatory authority. An escrow was established at closing, of which $ 46 million was subsequently released in exchange for a secured bonding facility and a perpetual guarantee denominated in British pound sterling with a USD equivalent of $ 46 million. The estimated fair value of the guarantee was $ 22 million as of June 30, 2026. The Company maintains a $ 7 million receivable from Wyndham Hotels for its portion of the guarantee.
Wyndham Hotels provided certain post-closing credit support primarily for the benefit of a British travel association in the form of guarantees which are mainly denominated in pound sterling of up to £ 61 million ($ 81 million USD) on a perpetual basis. These guarantees totaled £ 30 million ($ 39 million USD) at June 30, 2026. Travel + Leisure Co. is responsible for two-thirds of these guarantees.
The estimated fair value of the guarantees and indemnifications for which Travel + Leisure Co. is responsible related to the sale of the European vacation rentals business at June 30, 2026, including the two-thirds portion related to guarantees provided by Wyndham Hotels, totaled $ 48 million and was included in Accrued expenses and other liabilities and total receivables of $ 7 million were included in Other assets on the Condensed Consolidated Balance Sheets, representing the portion of these guarantees and indemnifications for which Wyndham Hotels is responsible.
Matters Related to the North American Vacation Rentals Business
In connection with the sale of the North American vacation rentals business, the Company agreed to indemnify Vacasa LLC against certain claims and assessments, including income tax and other tax matters related to the operations of the North American vacation rentals business for the periods prior to the transaction. As of June 30, 2026, the estimated fair value of the indemnifications was $ 2 million, which was included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.
22 . Related Party Transactions
The Company occasionally sublets an aircraft from its former CEO and current Chairman of the Board for business travel through a timesharing arrangement. The Company incurred less than $ 1 million of expenses related to this timesharing arrangement during each of the three and six months ended June 30, 2026 and 2025.
23 . Subsequent Events
Spinnaker Resorts
On July 14, 2026 , the Company entered into a definitive agreement to acquire Spinnaker Resorts, a fully integrated timeshare business engaged in development, marketing, sales, property management and related services within the vacation ownership industry, for $ 150 million, subject to customary adjustments and contingent performance-based payments of up to $ 10 million. This acquisition will further expand the Company’s network of resorts and number of owners. The Company expects this acquisition to close in the third quarter of 2026, subject to customary closing conditions. Upon closing, this acquisition will be reported within the Vacation Ownership segment.
Yes& Vacations
On July 15, 2026 , the Company acquired Yes& Vacations, a fully integrated timeshare business engaged in development, marketing, sales, property management and related services within the vacation ownership industry. This acquisition creates opportunities to generate incremental revenue through the addition of highly sought-after destinations and owners to the Company’s vacation ownership network. Yes& Vacations was acquired for $ 193 million, subject to customary post-closing adjustments based on final valuation information and additional analysis. The fair value of purchase consideration was fully comprised of $ 193 million of cash delivered at closing. The Company has not yet completed the purchase accounting for this transaction. This transaction will be accounted for as a business acquisition and will be reported within the Vacation Ownership segment.
38
Table of Contents
Sierra Timeshare 2026-2 Receivables Funding LLC
On July 20, 2026 , the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2026-2 Receivables Funding LLC, with an initial principal amount of $ 300 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 5.52 %. The advance rate for this transaction was 98 %.
39
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.