Travel + Leisure Co.
10/27/2026 | Press release | Distributed by Public on 10/27/2026 08:40
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" as that term is defined by the Securities and Exchange Commission ("SEC"). Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as "may," "will," "expects," "should," "believes," "plans," "anticipates," "estimates," "predicts," "potential," "projects," "continue," "guidance," "commitments," "future," "outlook," or other words of similar meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual results of Travel + Leisure Co. and its subsidiaries ("Travel + Leisure Co." or "we") to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, risks associated with: the acquisition of the Travel + Leisure brand and the future prospects and plans for Travel + Leisure Co., including our ability to execute our strategies to grow our cornerstone timeshare and exchange businesses and expand into the broader leisure travel industry; the health of the travel industry and declines or disruptions caused by adverse economic conditions (including inflation, recent tariff actions and other trade restrictions, higher interest rates, and recessionary pressures), travel restrictions, terrorism or acts of violence, political strife, war (including hostilities in Ukraine and the Middle East), pandemics, and severe weather events and other natural disasters; our ability to compete in the highly competitive timeshare and leisure travel industries; uncertainties related to acquisitions, dispositions and other strategic transactions; adverse changes in consumer travel and vacation patterns, consumer preferences and demand for our products; increased or unanticipated operating costs and other inherent business risks; our ability to comply with financial and restrictive covenants under our indebtedness; our ability to access capital and insurance markets on reasonable terms, at a reasonable cost or at all; maintaining the integrity of internal or customer data and protecting our systems from cyber-attacks; compliance with consumer privacy laws; the timing and amount of future dividends and share repurchases, if any; failure to obtain the necessary court approvals associated with our resort optimization initiative; and those other factors disclosed as risks under "Risk Factors" in documents we have filed with the SEC, including in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026. We caution readers that any such statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management's opinion only as of the date on which they were made. Except as required by law, we undertake no obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.
BUSINESS AND OVERVIEW
We are a global provider of hospitality services and travel products with the following two segments:
•Vacation Ownership - 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 our Vacation Ownership business line.
•Travel and Membership - 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 our Exchange and Travel Club business lines.
Economic Conditions and Key Business Trends
Our results for the three and nine months ended September 30, 2026 highlight the strength and efficiency of our vacation ownership sales process driven by high quality tours, and the recognition of benefits resulting from strategic decisions made in 2025, mainly the resort optimization initiative. These benefits are apparent in both the quarter to date and year to date results of our Vacation Ownership segment with revenue and Adjusted EBITDA increases as compared to the prior year. Revenue growth at this segment was driven by higher tours and strong volume per guest ("VPGs"), with Adjusted EBITDA further benefitted by cost savings attributable to lower maintenance fees incurred on unsold VOIs as a result of resorts closed as part of the resort optimization initiative. We believe the tour increase, coupled with strong VPGs, highlights consumers' recognition of the value proposition of our products. Such value proposition becomes especially apparent during periods of inflation when the costs of other accommodation types are rising. Our Vacation Ownership business is benefited by the fact that the majority of our owners do not have loans and are therefore less dependent on economic conditions when making travel decisions, which provides opportunities for upgrade sales. During the third quarter of 2026, we acquired Yes& Vacations and Spinnaker Resorts (the "Acquisitions"), which expanded our network of resorts and owner count and created opportunities for owner upgrade sales, receivables optimization, and recurring management fee growth. These acquisitions are included within our Vacation Ownership segment from their acquisition dates forward. See Note 5-Acquisitions for additional information.
At our Travel and Membership business, the results for the three and nine months ended September 30, 2026 reflect the impacts of continued exchange headwinds associated with reduced member counts for the nine months ended September 30, 2026 and the increased mix of members with club affiliations. While Travel Club transactions have increased on both a quarter to date and year to date basis as compared to the prior year, this shift in transaction mix is putting downward pressure on revenue per
transaction as there was a significant decline in Travel Club revenue per transaction due to an increased mix of transactions sourced from lower commission partners. Given recent declines in the number of exchange members, this business may be negatively impacted in the future if we are required to purchase additional inventory to supplement the inventory supplied by exchange members. Despite the headwinds faced by this business it remains a capital-light, high-margin business that generates significant cash flows. We continue to focus on stabilizing the long-term earnings and cash flow generation of this business through operational improvements, new strategic partnerships, and digital initiatives.
While we continue to benefit from the changes we made to our marketing criteria to strengthen sales efficiencies and improve the performance of our vacation ownership contract receivables ("VOCR") portfolio, similar to a number of other companies, we are experiencing some pressure on our loan portfolio primarily due to delinquencies remaining elevated over historical levels. However, delinquency levels have begun to normalize with sequential improvement each quarter as compared to the first quarter of the year.
Our interest expense during the first nine months of 2026 was benefitted by savings associated with our 2025 and 2026 corporate debt refinancing activities. The 2025 refinancing activities reduced the associated interest rate spread on borrowings under our revolving credit facility by 25 basis points at all pricing levels, reduced the interest rate on our term loan B facility by 50 basis points, and provided for a nearly 50 basis point interest rate reduction on our refinanced $350 million notes. During the second quarter of 2026, we reduced the associated interest rate on our refinanced $650 million notes by nearly 40 basis points. As a result, we saw savings of $4 million in interest expense for the nine months ended September 30, 2026.
Investor demand for our securitizations remained strong, and spreads remained near historically tight levels, demonstrating continued confidence in the quality and dependability of our Vacation Ownership business. Although spreads on our securitizations have remained relatively tight, increases in benchmark interest rates driven by inflation and monetary policy expectations have contributed to higher weighted average coupon rates on our more recent transactions. During the first quarter of 2026, we closed on a $325 million term securitization with a 98% advance rate and weighted average coupon rate of 5.11%, which is well below the average interest rate on our portfolio creating significant interest income opportunities and serving to strengthen our liquidity position. During the third quarter of 2026, we closed on a $300 million term securitization with a 98% advance rate and weighted average coupon rate of 5.52%. Subsequent to the end of the third quarter, we closed on additional term securitization financings of $300 million with a 98% advance rate and weighted average coupon rate of 6.18%. These transactions reflect our ability to access the capital markets even during times of market volatility.
While overall we had a strong nine months, the sustained effects of hostilities in the Middle East, inflationary pressures, rising interest rates and rate volatility, high fuel costs, and risk of recession inherently result in uncertainty in business trends and consumer behavior. Since our Vacation Ownership and Travel and Membership businesses are highly dependent on the health of the travel industry, declines in, or disruptions to, the industry such as those caused by adverse economic conditions may adversely affect us. We are also subject to the other risks and uncertainties discussed in "Risk Factors" contained in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026.
Resort Optimization Initiative
In order to promote the long-term strength of our vacation ownership resorts, during 2025 we undertook a strategic review with the intent of optimizing the overall quality of our resort portfolio, aligning with evolving owner preferences, preserving the affordability of maintenance fees, and mitigating the need for costly special assessments in the future. This review identified 17 resorts requiring significant owner reinvestment, or those located in markets that no longer align with owner demand. This initiative has generated, and is expected to generate further, meaningful savings attributable to developer obligations, which represent the maintenance fees we incur on unsold VOIs. Such savings are partially offset by the loss of, or reduction in, VOI sales and property management fees earned at the impacted resorts, but are expected to result in a positive net impact to Adjusted EBITDA. These benefits are reflected in the $57 million reduction in developer obligations associated with this initiative through the first nine months of the year, as compared to the prior year.
In connection with these actions, we incurred $233 million of charges in 2025. These charges are discussed further in Note 20-Restructuring-Resort Optimization Initiative to the Condensed Consolidated Financial Statements, along with a description of the restructuring plan we are undertaking in connection with this strategic review.
During the nine months ended September 30, 2026, we incurred an additional $35 million of charges associated with the resort optimization initiative, consisting of $14 million of inventory impairment charges and $13 million of inventory write-downs driven by actions that were approved by owners during the first half of 2026, and $8 million of resort closure, severance, and other associated employee costs.
As of September 30, 2026, we have received confirmation of both HOA board and required member approvals of the proposed actions under this initiative.
Pillar Two
The Organization for Economic Co-operation and Development ("OECD"), continues to advance initiatives, including Pillar Two which introduced a global minimum tax at a rate of 15%. A number of countries have implemented the OECD's Pillar Two rules with varying effective dates for different aspects of the directive. As of September 30, 2026, based on the countries in which we do business that have enacted legislation in effect as of January 1, 2026, the impact of these rules did increase our effective tax rate but overall the impact to our financial statements was not material. This may change as other countries enact similar legislation and further guidance is released. We continue to closely monitor regulatory developments to assess potential impacts, including the OECD's published administrative guidance, released January 5, 2026, on a side-by-side system, which would effectively exempt U.S. multinationals from certain provisions of Pillar Two.
Recent Legislation
On July 4, 2025, the bill commonly referred to as the "One Big Beautiful Bill Act" was signed into law. Among other provisions, the bill extends permanently, with modifications, tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act and restores and makes permanent many business provisions, such as full expensing for research and development and capital investments. In addition, the bill contains other new tax relief measures and various revenue raising measures. The legislation has multiple effective dates. For the provisions effective in 2026 and 2025, there was no material impact to our effective tax rate for the three and nine months ended September 30, 2026, or the year ended December 31, 2025. We do not expect the impact to be material to our full year 2026 effective tax rate.
RESULTS OF OPERATIONS
We have two reportable segments: Vacation Ownership and Travel and Membership. The reportable segments presented below are those for which discrete financial information is available and which are utilized on a regular basis by the chief operating decision maker ("CODM") to assess performance and to allocate resources. In identifying our reportable segments, we also consider the nature of services provided by the operating segments. Based on this analysis we aggregate two geographical operating segments within the Vacation Ownership reportable segment and two operating segments within the Travel and Membership reportable segment. Management uses Adjusted EBITDA to assess the performance of the reportable segments. We define Adjusted EBITDA as net income from continuing operations before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes. Adjusted EBITDA also excludes stock-based compensation costs, separation and restructuring costs, legacy items, transaction and integration costs associated with mergers, acquisitions, and divestitures, asset impairments/recoveries and inventory write-downs associated with the Company's resort optimization initiative, gains and losses on sale/disposition of business, and items that meet the conditions of unusual and/or infrequent. Legacy items include the resolution of and adjustments to certain contingent assets and liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels & Resorts, Inc. ("Wyndham Hotels") and Avis Budget Group, Inc. ("ABG"), formerly Cendant Corporation, and the sale of the vacation rentals businesses. Integration costs represent certain non-recurring costs directly incurred to integrate mergers and/or acquisitions into the existing business. We exclude these costs as they do not reflect recurring operating expenses. We believe that Adjusted EBITDA is a useful measure of performance for our segments which, when considered with generally accepted accounting principles in the United States ("GAAP") measures, we believe gives a more complete understanding of our operating performance. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.
OPERATING STATISTICS
The table below presents our operating statistics for the three months ended September 30, 2026 and 2025. These operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses. Refer to the Three Months Ended September 30, 2026 vs. Three Months Ended September 30, 2025 section for a discussion on how these operating statistics affected our business for the periods presented.
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 |
% Change (h)
|
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|
Vacation Ownership (a)
|
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|
Gross VOI sales (in millions) (b) (i)
|
$ | 720 | $ | 682 | 5.5 | ||||||||||||
|
Tours (in 000s) (c)
|
213 | 200 | 6.6 | ||||||||||||||
|
Volume per guest (d)
|
$ | 3,286 | $ | 3,304 | (0.6) | ||||||||||||
|
Travel and Membership
|
|||||||||||||||||
|
Transactions (in 000s) (e)
|
|||||||||||||||||
| Exchange | 174 | 206 | (15.5) | ||||||||||||||
| Travel Club | 226 | 216 | 4.4 | ||||||||||||||
| Total transactions | 400 | 422 | (5.3) | ||||||||||||||
|
Revenue per transaction (f)
|
|||||||||||||||||
| Exchange | $ | 357 | $ | 351 | 1.7 | ||||||||||||
| Travel Club | $ | 178 | $ | 215 | (17.0) | ||||||||||||
| Total revenue per transaction | $ | 256 | $ | 281 | (9.0) | ||||||||||||
|
Average number of exchange members (in 000s) (g)
|
3,328 | 3,322 | 0.2 | ||||||||||||||
(a)Includes the impact of acquisitions from the acquisition dates forward.
(b)Represents total sales of VOIs, including sales under the Fee-for-Service program before the effect of loan loss provisions. We believe that Gross VOI sales provides an enhanced understanding of the performance of our Vacation Ownership business because it directly measures the sales volume of this business during a given reporting period.
(c)Represents the number of tours taken by guests in our efforts to sell VOIs.
(d)VPG is calculated by dividing Gross VOI sales (excluding telesales and virtual sales) by the number of tours. We have excluded non-tour sales in the calculation of VPG because they are generated by a different marketing channel. We believe that VPG provides an enhanced understanding of the performance of our Vacation Ownership business because it directly measures the efficiency of this business' efforts in generating sales from tours during a given reporting period.
(e)Represents the number of exchanges and travel bookings recognized as revenue during the period, net of cancellations.
(f)Represents transaction revenue divided by transactions.
(g)Represents paid members in our vacation exchange programs who are considered to be in good standing.
(h)Percentage change may not calculate due to rounding.
(i)The following table provides a reconciliation of Vacation ownership interest sales, net to Gross VOI sales for the three months ended September 30, 2026 and 2025 (in millions):
| 2026 | 2025 | ||||||||||
| Vacation ownership interest sales, net | $ | 545 | $ | 494 | |||||||
| Loan loss provision | 148 | 146 | |||||||||
| Gross VOI sales, net of Fee-for-Service sales | 693 | 640 | |||||||||
|
Fee-for-Service sales (1)
|
27 | 42 | |||||||||
| Gross VOI sales | $ | 720 | $ | 682 | |||||||
(1)Represents total sales of VOIs through our Fee-for-Service programs where inventory is sold through our sales and marketing channels for a commission. The Fee-for-Service commission revenues were $12 million and $22 million for the three months ended September 30, 2026 and 2025. These commissions are reported within Service and membership fees on the Condensed Consolidated Statements of Income.
THREE MONTHS ENDED SEPTEMBER 30, 2026 VS. THREE MONTHS ENDED SEPTEMBER 30, 2025
Our consolidated results are as follows (in millions):
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Favorable/(Unfavorable) | |||||||||||||||
| Net revenues | $ | 1,101 | $ | 1,044 | $ | 57 | |||||||||||
| Expenses | 906 | 830 | (76) | ||||||||||||||
| Operating income | 195 | 214 | (19) | ||||||||||||||
| Interest expense | 56 | 60 | 4 | ||||||||||||||
| Other (income), net | (2) | (1) | 1 | ||||||||||||||
| Interest (income) | (5) | (3) | 2 | ||||||||||||||
| Income before income taxes | 146 | 158 | (12) | ||||||||||||||
| Provision for income taxes | 38 | 47 | 9 | ||||||||||||||
| Net income attributable to Travel + Leisure Co. shareholders | $ | 108 | $ | 111 | $ | (3) | |||||||||||
Net revenues increased $57 million for the three months ended September 30, 2026, compared with the same period last year. This increase was favorably impacted by foreign currency of $5 million. Excluding the impacts of foreign currency, the increase in net revenues was primarily the result of:
•$73 million of increased revenues at our Vacation Ownership segment primarily due to an increase in net VOI sales as a result of an increase in tours and contributions from the Acquisitions; and higher property management revenues, including contributions from the Acquisitions, resulting from higher property management fees and reimbursable revenues; partially offset by
•$20 million of decreased revenues at our Travel and Membership segment primarily due to a decrease in transaction revenue as a result of a higher mix of Travel Club transactions which generally produce lower revenue per transaction along with an increased mix of transactions sourced from lower commission partners.
Expenses increased $76 million for the three months ended September 30, 2026, compared with the same period last year. This increase in expenses was unfavorably impacted by foreign currency of $3 million. Excluding the impacts of foreign currency, the increase in expenses was primarily the result of:
•$25 million increase in marketing costs in support of increased tour flow and sales volume at the Vacation Ownership segment;
•$21 million increase in property management expenses (including $8 million from the Acquisitions) due to higher reimbursable resort operating costs and expenses;
•$18 million increase in deal costs associated with the Acquisitions;
•$17 million increase in sales and commission expenses at the Vacation Ownership segment (including $8 million from the Acquisitions) due to higher Gross VOI sales, net of Fee-for-Service sales;
•$13 million increase in cost of VOIs sold primarily driven by product mix; and
•$12 million increase in restructuring costs.
These increases were partially offset by a $16 million decrease in developer obligation due to the resort optimization initiative, and a $9 million decrease in sales and commission expense at the Vacation Ownership segment for VOI Fee-for-Service sales due to lower volume.
Interest expense decreased $4 million for the three months ended September 30, 2026, compared with the same period last year due to lower average effective interest rates on corporate debt, partially offset by higher average debt balance during 2026.
Our effective tax rates were 25.8% and 30.0% during the three months ended September 30, 2026 and 2025. The effective tax rate for the three months ended September 30, 2026 was primarily impacted by the jurisdictional mix of income with an increase in foreign income taxed at lower rates. The effective tax rate for the three months ended September 30, 2025 was primarily impacted by an increase in taxes on foreign income.
As a result of these items, Net income attributable to Travel + Leisure Co. shareholders decreased $3 million for the three months ended September 30, 2026 as compared to the same period last year.
Our segment results are as follows (in millions):
| Three Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| Net revenues | 2026 | 2025 | ||||||||||||
| Vacation Ownership | $ | 953 | $ | 876 | ||||||||||
| Travel and Membership | 150 | 169 | ||||||||||||
| Total reportable segments | 1,103 | 1,045 | ||||||||||||
|
Corporate and other (a)
|
(2) | (1) | ||||||||||||
| Total Company | $ | 1,101 | $ | 1,044 | ||||||||||
| Three Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| Reconciliation of Net income to Adjusted EBITDA | 2026 | 2025 | ||||||||||||
| Net income attributable to Travel + Leisure Co. shareholders | $ | 108 | $ | 111 | ||||||||||
|
Interest expense (b)
|
56 | 60 | ||||||||||||
| Provision for income taxes | 38 | 47 | ||||||||||||
| Depreciation and amortization | 35 | 31 | ||||||||||||
| Acquisition and divestiture related deal costs | 18 | - | ||||||||||||
| Stock-based compensation | 15 | 12 | ||||||||||||
| Restructuring | 12 | - | ||||||||||||
|
Inventory write-downs and asset impairments, net (c)
|
2 | 7 | ||||||||||||
| Integration costs | 1 | - | ||||||||||||
| Interest (income) | (5) | (3) | ||||||||||||
|
Other (d)
|
3 | 1 | ||||||||||||
| Adjusted EBITDA | $ | 283 | $ | 266 | ||||||||||
| Three Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| Adjusted EBITDA | 2026 | 2025 | ||||||||||||
| Vacation Ownership | $ | 250 | $ | 231 | ||||||||||
| Travel and Membership | 51 | 58 | ||||||||||||
| Total reportable segments | 301 | 289 | ||||||||||||
|
Corporate and other (a)
|
(18) | (23) | ||||||||||||
| Total Company | $ | 283 | $ | 266 | ||||||||||
(a)Includes the elimination of transactions between segments.
(b)Includes $1 million of debt extinguishment costs related to the Acquisitions during the three months ended September 30, 2026.
(c)Includes $2 million of inventory write-downs and impairments related to the resort optimization initiative for the three months ended September 30, 2026, included in Cost of vacation ownership interests on the Condensed Consolidated Statements of Income.
(d)Includes $2 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 during the three months ended September 30, 2026.
Vacation Ownership
Net revenues increased $77 million and Adjusted EBITDA increased $19 million for the three months ended September 30, 2026, compared with the same period of 2025. The net revenue increase was favorably impacted by foreign currency of $4 million and Adjusted EBITDA was favorably impacted by $2 million of foreign currency.
The net revenue increase, excluding the foreign currency impacts, was primarily driven by:
•$50 million increase in Gross VOI sales, net of Fee-for-Service sales, (including $21 million from the Acquisitions) due to a 6.6% increase in tours, partially offset by a 0.6% decrease in VPG;
•$30 million increase in property management revenues (including $13 million from the Acquisitions) due to $16 million higher reimbursable revenues and $15 million higher property management revenues; and a
•$3 million increase in consumer finance revenues due to interest revenue generated from the acquired portfolios.
These increases were partially offset by an $11 million decrease in commission revenues due to lower volume of VOI Fee-for-Service sales.
In addition to the net revenue change explained above, and excluding foreign currency, Adjusted EBITDA was further impacted by:
•$25 million increase in marketing costs in support of increased tour flow and sales volume;
•$21 million increase in property management expenses (including $8 million from the Acquisitions) due to higher reimbursable resort operating costs and expenses;
•$17 million increase in sales and commission expenses (including $8 million from the Acquisitions) due to higher Gross VOI sales, net of Fee-for-Service sales;
•$13 million increase in cost of VOIs sold primarily driven by product mix; and a
•$5 million increase in general and administrative expenses attributable to the Acquisitions.
These increases were partially offset by a $16 million decrease in developer obligation due to the resort optimization initiative, and a $9 million decrease in sales and commission expense for VOI Fee-for-Service sales due to lower volume.
Travel and Membership
Net revenues decreased $19 million and Adjusted EBITDA decreased $7 million during the three months ended September 30, 2026, compared with the same period of 2025. The net revenue decrease was favorably impacted by foreign currency of $1 million and Adjusted EBITDA was not materially impacted by foreign currency.
The decrease in net revenues was primarily driven by a $17 million decline in transaction revenue mostly due to a 15.5% reduction in Exchange transaction volume partially offset by a 4.4% increase in Travel Club transaction volume, which carry a lower revenue per transaction than Exchange transactions. Exchange transactions were impacted by an increased mix of Exchange members with a club affiliation who have a lower transaction propensity. Although Travel Club transactions increased, the associated revenue per transaction decreased as a result of an increased mix of transactions sourced from lower commission partners. Net revenues were also impacted by a $2 million decrease in subscription revenue.
In addition to the net revenue decrease explained above, Adjusted EBITDA was further impacted by:
•$9 million decrease in cost of sales in line with the decline in transaction revenue above; and
•$3 million of employee related cost savings mostly due to the strategic restructuring of this segment; which focused on enhancing organizational efficiency and rationalizing operations.
Corporate and other
For the three months ended September 30, 2026 Corporate and other net revenue decreased $1 million and Adjusted EBITDA increased $5 million. The adjusted EBITDA increase was driven by $5 million of lower legal fees.
NINE MONTHS ENDED SEPTEMBER 30, 2026 VS. NINE MONTHS ENDED SEPTEMBER 30, 2025
Our consolidated results are as follows (in millions):
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Favorable/(Unfavorable) | |||||||||||||||
| Net revenues | $ | 3,125 | $ | 2,996 | $ | 129 | |||||||||||
| Expenses | 2,561 | 2,420 | (141) | ||||||||||||||
| Operating income | 564 | 576 | (12) | ||||||||||||||
| Interest expense | 171 | 175 | 4 | ||||||||||||||
| Other (income), net | (7) | (3) | 4 | ||||||||||||||
| Interest (income) | (9) | (6) | 3 | ||||||||||||||
| Income before income taxes | 409 | 410 | (1) | ||||||||||||||
| Provision for income taxes | 113 | 119 | 6 | ||||||||||||||
| Net income attributable to Travel + Leisure Co. shareholders | $ | 296 | $ | 291 | $ | 5 | |||||||||||
Net revenues increased $129 million for the nine months ended September 30, 2026 compared with the same period last year. This increase was favorably impacted by foreign currency of $18 million. Excluding the impacts of foreign currency, the increase in net revenues was primarily the result of:
•$157 million of increased revenues at our Vacation Ownership segment primarily due to an increase in net VOI sales as a result of an increase in tours, higher VPGs, and contributions from the Acquisitions; higher property management revenues, including contributions from the Acquisitions, resulting from higher property management fees and reimbursable revenues; and higher travel package and incentive revenues; partially offset by a decrease in commission revenues. This increase in revenues was partially offset by:
•$46 million of decreased revenues at our Travel and Membership segment primarily due to a decrease in transaction revenue due to lower exchange transactions and lower revenue per transaction.
Expenses increased $141 million for the nine months ended September 30, 2026 compared with the same period last year and were unfavorably impacted by foreign currency of $11 million. Excluding the impacts of foreign currency, the increase in expenses was primarily due to:
•$61 million increase in marketing costs driven by our Vacation Ownership segment in support of increased sales volume and tour flow;
•$46 million increase in sales and commission expenses (including $8 million from the Acquisitions) at the Vacation Ownership segment due to higher Gross VOI sales, net of Fee-for-Service sales;
•$30 million increase in property management expenses (including $8 million from the Acquisitions) due to higher reimbursable resort operating costs and expenses;
•$27 million of inventory write-downs and impairments related to the resort optimization initiative;
•$19 million increase in deal costs associated with the Acquisitions;
•$18 million increase in general and administrative expenses driven by $18 million increased employee compensation;
•$10 million increase in restructuring costs;
•$8 million of resort closure, severance, and other associated employee costs related to the resort optimization initiative; and a
•$7 million increase in depreciation.
These increases were partially offset by:
•$57 million decrease in developer obligations due to the resort optimization initiative;
•$21 million decrease in sales and commission expense at the Vacation Ownership segment for VOI Fee-for-Service sales due to lower volume;
•$12 million decrease in cost of sales at the Travel and Membership segments, in line with the decline in transaction revenue; and
•$7 million of cost savings related to the 2025 strategic restructuring of the Travel and Membership segment, which focused on enhancing organizational efficiency and rationalizing operations.
Interest expense decreased $4 million for the nine months ended September 30, 2026, compared with the same period last year due to lower average effective interest rates on corporate debt.
Other income, net of other expense increased $4 million for the nine months ended September 30, 2026, compared with the same period last year, primarily due to asset sales during the current year.
Interest income increased $3 million for the nine months ended September 30, 2026, compared with the same period last year due to higher interest rates.
Our effective tax rates were 27.6% and 29.1% for the nine months ended September 30, 2026 and 2025. The effective tax rate for the nine months ended September 30, 2026 was primarily impacted by the jurisdictional mix of income with an increase in foreign income taxed at lower rates. The effective tax rate for the nine months ended September 30, 2025 was primarily impacted by an increase in unrecognized tax benefits and taxes on foreign income offset by a decrease in state taxes.
As a result of these items, Net income attributable to Travel + Leisure Co. shareholders increased $5 million for the nine months ended September 30, 2026 as compared to the same period last year.
Our segment results are as follows (in millions):
| Nine Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| Net Revenues | 2026 | 2025 | ||||||||||||
| Vacation Ownership | $ | 2,658 | $ | 2,486 | ||||||||||
| Travel and Membership | 471 | 514 | ||||||||||||
| Total reportable segments | 3,129 | 3,000 | ||||||||||||
|
Corporate and other (a)
|
(4) | (4) | ||||||||||||
| Total Company | $ | 3,125 | $ | 2,996 | ||||||||||
| Nine Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| Reconciliation of Net income to Adjusted EBITDA | 2026 | 2025 | ||||||||||||
| Net income attributable to Travel + Leisure Co. shareholders | $ | 296 | $ | 291 | ||||||||||
|
Interest expense (b)
|
171 | 175 | ||||||||||||
| Provision for income taxes | 113 | 119 | ||||||||||||
| Depreciation and amortization | 99 | 92 | ||||||||||||
| Stock-based compensation | 44 | 38 | ||||||||||||
|
Inventory write-downs and asset impairments, net (c)
|
27 | 8 | ||||||||||||
| Acquisition and divestiture related deal costs | 19 | - | ||||||||||||
| Restructuring | 10 | - | ||||||||||||
| Integration costs | 1 | - | ||||||||||||
| Legacy items | (5) | - | ||||||||||||
| Interest (income) | (9) | (6) | ||||||||||||
|
Other (d)
|
11 | 1 | ||||||||||||
| Adjusted EBITDA | $ | 777 | $ | 718 | ||||||||||
| Nine Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| Adjusted EBITDA | 2026 | 2025 | ||||||||||||
| Vacation Ownership | $ | 688 | $ | 608 | ||||||||||
| Travel and Membership | 160 | 181 | ||||||||||||
| Total reportable segments | 848 | 789 | ||||||||||||
|
Corporate and other (a)
|
(71) | (71) | ||||||||||||
| Total Company | $ | 777 | $ | 718 | ||||||||||
(a)Includes the elimination of transactions between segments.
(b)Includes $2 million of debt modification costs associated with refinancing of the $650 million 6.625% secured notes due July 2026 for the nine months ended September 30, 2026 and $1 million of debt extinguishment costs related to the Acquisitions.
(c)Includes $27 million of inventory write-downs and impairments related to the resort optimization initiative during the nine months ended September 30, 2026, included in Cost of vacation ownership interests on the Condensed Consolidated Statements of Income.
(d)Includes $10 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 for other items that meet the conditions of unusual and/or infrequent.
Vacation Ownership
Net revenues increased $172 million and Adjusted EBITDA increased $80 million during the nine months ended September 30, 2026 compared with the same period of 2025. The net revenue increase was favorably impacted by foreign currency of $15 million and Adjusted EBITDA was favorably impacted by foreign currency of $6 million.
The net revenue increase excluding the impact of foreign currency was primarily driven by:
•$156 million increase in gross VOI sales, net of Fee-for-Service sales, (including $21 million from the Acquisitions) due to a 4.3% increase in tours and a 1.5% increase in VPG;
•$39 million increase in property management revenues (including $13 million from the Acquisitions) primarily due to higher management fees and reimbursable revenues;
•$10 million increase in other operating revenue primarily due to higher VOI travel package and incentive revenues; and a
•$4 million increase in consumer finance revenues due to interest revenue generated from the acquired portfolios.
These increases were partially offset by a $30 million decrease in commission revenues due to lower volume of VOI Fee-for-Service sales and a $22 million increase in our provision for loan losses primarily due to higher gross VOI sales, net of Fee-for-Service sales.
In addition to the net revenue change explained above, Adjusted EBITDA was further impacted by a:
•$65 million increase in marketing costs in support of increased sales volume and tour flow;
•$46 million increase in sales and commission expenses (including $8 million from the Acquisitions) due to higher gross VOI sales, net of Fee-for-Service sales;
•$30 million increase in property management expenses (including $8 million from the Acquisitions) due to higher reimbursable resort operating costs and expenses; and a
•$16 million increase in general and administrative expenses driven by a $9 million increase in employee compensation, a $3 million increase in legal fees, and a $3 million increase related to the Acquisitions.
These increases were partially offset by a $57 million decrease in developer obligations due to the resort optimization initiative, and a $21 million decrease in sales and commission expense for VOI Fee-for-Service sales due to lower volume.
Travel and Membership
Net revenues decreased $43 million and Adjusted EBITDA decreased $21 million during the nine months ended September 30, 2026 compared with the same period of 2025. The decrease in Net revenues was favorably impacted by foreign currency of $3 million and the decrease in Adjusted EBITDA was favorably impacted by $1 million.
The decrease in net revenues was primarily driven by a $40 million decrease in transaction revenue due to a 13.6% reduction in Exchange transaction volume partially offset by a 15.6% increase in Travel Club transaction volume, which carry a lower revenue per transaction than Exchange transactions. Exchange transactions were impacted by an increased mix of Exchange members with a club affiliation who have a lower transaction propensity. Although Travel Club transactions increased, the associated revenue per transaction decreased as a result of a shift in the mix amongst affiliates, resulting in lower commissions. Net revenues were also impacted by a $5 million decrease in subscription revenue due to lower member counts.
In addition to the revenue change explained above, Adjusted EBITDA was further impacted by:
•$12 million decrease in cost of sales in line with the decline in transaction revenue above; and
•$7 million of cost savings mostly due to the strategic restructuring of this segment, which focused on enhancing organizational efficiency and rationalizing operations.
Corporate and other
For the nine months ended September 30, 2026, Corporate and other net revenue and Adjusted EBITDA were both flat compared to 2025.
RESTRUCTURING PLANS
2026 Restructuring Plan
During the third quarter of 2026, we incurred $12 million of restructuring charges associated with the 2026 restructuring plan. These charges included personnel-related costs resulting from a reduction of approximately 300 employees and other expenses. The 2026 restructuring plan charges consisted of (i) $7 million of personnel-related costs at the Travel and Membership segment, and (ii) $5 million related to the termination of a contractual arrangement with a third party. All material initiative and related expenses have been incurred as of September 30, 2026. The 2026 restructuring liability was reduced by $6 million of cash payments during the nine months ended September 30, 2026. The remaining 2026 restructuring liability of $6 million is expected to be paid by the end of 2027.
Resort Optimization Initiative
In order to promote the long-term strength of our portfolio of vacation ownership resorts, we undertook a strategic review with the intent of optimizing the overall quality of our resort portfolio, aligning with evolving owner preferences, preserving the affordability of maintenance fees, and mitigating the need for costly special assessments in the future. This review identified 17 resorts requiring significant owner reinvestment or are in markets that no longer align with owner demand. As a result, during 2025, we proposed to the boards of these respective homeowners' associations ("HOAs") of the identified resorts, court-supervised restructuring plans to remove select resorts from our portfolio and reduce the number of units at certain other resorts.
In connection with these actions, during 2025, we incurred $233 million of charges consisting of $216 million of inventory write-downs and impairments at the Vacation Ownership segment associated with the removal of the identified resorts and agreements to supply replacement inventory to the impacted vacation ownership clubs, $8 million of impairments of other property and equipment, and $9 million of other charges consisting primarily of employee-related costs.
We incurred an additional $35 million of costs associated with this initiative during the nine months ended September 30, 2026 at the Vacation Ownership segment, consisting of $27 million of inventory write-downs and impairments included within Cost of vacation ownership interests on the Condensed Consolidated Statements of Income, $10 million of resort closure and other associated employee costs included within Operating expense, and a $2 million reversal of severance and related benefits included within Restructuring expenses for costs incurred on behalf of the HOAs in 2025 subject to reimbursement.
As of December 31, 2025, there were $4 million of restructuring liabilities associated with this initiative. This liability was reduced by $2 million of cash payments during the nine months ended September 30, 2026. The remaining resort optimization initiative liability of $2 million is expected to be paid by the end of 2027. See Note 20-Restructuring-Resort Optimization Initiative to the Condensed Consolidated Financial Statements for additional details.
2025 Restructuring Plan
During 2025, we incurred $15 million of restructuring charges associated with the 2025 restructuring plan. These charges included personnel-related costs resulting from a reduction of approximately 250 employees and other expenses. These charges consisted of (i) $7 million of personnel-related costs at our 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 were incurred as of December 31, 2025. As of December 31, 2025, this restructuring liability was $12 million. The 2025 restructuring liability was reduced by $12 million of cash payments during the nine months ended September 30, 2026. The remaining 2025 restructuring liability of less than $1 million is expected to be paid by the end of 2027.
Prior Restructuring Plans
We also have plans that were implemented prior to 2025. The remaining liability of $11 million under these plans as of September 30, 2026 is expected to be paid by the end of 2029. See Note 20-Restructuring to the Condensed Consolidated Financial Statements for additional details of our restructuring activities.
FINANCIAL CONDITION
| (In millions) |
September 30, 2026 |
December 31, 2025 |
Change | ||||||||||||||
| Total assets | $ | 7,301 | $ | 6,760 | $ | 541 | |||||||||||
| Total liabilities | $ | 8,308 | $ | 7,742 | $ | 566 | |||||||||||
| Total (deficit) | $ | (1,007) | $ | (982) | $ | (25) | |||||||||||
Total assets increased by $541 million from December 31, 2025 to September 30, 2026, primarily due to:
•$99 million increase in Other assets driven by $46 million increase in non-trade receivables; $27 million related to a right-to-recover asset moved from inventory; $19 million increase in tax receivables; $10 million increase in derivatives, $8 million of inventory transferred to assets held-for-sale during 2026 in connection with the resort optimization initiative, $7 million of development advances, $5 million increase in deferred compensation costs, partially offset by $27 million decrease related to timing of payroll payments;
•$98 million increase in Other intangibles, net driven by the Acquisitions;
•$76 million increase in Property and equipment, net driven by $63 million of property and equipment additions and $55 million related to the Acquisitions, and $36 million of net transfers of completed VOI inventory from Inventory, partially offset by $90 million of depreciation expense;
•$73 million increase in Goodwill due to the Acquisitions during the third quarter 2026;
•$53 million increase in Cash and cash equivalents driven by the issuance of $900 million 6.25% secured notes due June 2031, $388 million of Net cash provided by operating activities, and $322 million of net issuances on the revolving credit facility, partially offset by repayment of the $650 million notes which were due July 2026, $290 million in payments for the Acquisitions, net of cash acquired, $250 million paid for share repurchases, $114 million of dividend payments, $104 million net payments on Non-recourse vacation ownership debt, $63 million of property and equipment additions, $30 million to relieve debt acquired in the Acquisitions; $19 million used for debt issuance/modification costs, and $17 million for the net share settlement of incentive equity awards;
•$49 million increase in Vacation ownership contract receivables, net driven by $1.16 billion of net VOCR originations and $114 million obtained from the Acquisitions, partially offset by $845 million of principal collections and net provision for loan losses of $389 million;
•$35 million increase in Prepaid expenses driven by a $16 million increase in prepaid marketing, $12 million increase in prepaid maintenance, and $10 million increase in other prepayments due to timing of contract renewals;
•$20 million increase in Inventory driven by $151 million of inventory acquisitions, $24 million from the Acquisitions, partially offset by $59 million of VOI inventory sales, $36 million of net transfers of completed VOI inventory to Property and equipment, net, $27 million of inventory write-downs and impairments associated with the resort optimization initiative, $27 million related to right-to-recover asset moved to other assets; and $8 million of inventory transferred to assets held-for-sale as a result of member approvals during 2026 for the remaining resorts identified as part of the resort optimization initiative;
•$20 million increase in restricted cash driven by $25 million increase in escrow funds, partially offset by $5 million decrease in securitized restricted cash; and a
•$18 million increase in Trade receivables, net driven by increased receivables associated with property management and reimbursable expenses.
Total liabilities increased by $566 million from December 31, 2025 to September 30, 2026, primarily due to:
•$567 million increase in Debt primarily due to the issuance of $900 million 6.25% secured notes due June 2031 and $322 million of net borrowings on the revolving credit facility, partially offset by repayment of the $650 million notes which were due July 2026;
•$55 million increase in Accrued expenses and other liabilities including increases of $18 million accrued expenses from the Acquisitions; $17 million of net premiums received for the captive insurance program we manage on behalf of homeowners associations; $12 million funds on deposit; $10 million derivative liabilities; and $9 million accrued marketing, partially offset by decreases of $10 million of accrued employee costs, and $9 million restructuring liabilities;
•$42 million increase in Deferred income taxes driven by $21 million associated with the Acquisitions, principally related to installment sales, and an additional $18 million related to installment sales from our existing operations; and
•$16 million increase in Accounts payable driven by payment timing.
These increases were partially offset by:
•$99 million decrease in Non-recourse vacation ownership debt driven by $104 million of net repayments, partially offset by $5 million of foreign exchange impacts; and
•$15 million decrease in deferred income due to decreases in deferred VOI trial package revenue of $5 million, deferred subscription revenues of $4 million, and deferred co-branded credit card program revenue of $4 million.
Total deficit increased $25 million from December 31, 2025 to September 30, 2026, primarily due to $250 million of share repurchases and $114 million of dividends, partially offset by $296 million of Net income attributable to Travel + Leisure Co. shareholders and $43 million of stock-based compensation.
LIQUIDITY AND CAPITAL RESOURCES
We believe that we have sufficient sources of liquidity to meet our expected ongoing short-term and long-term cash needs, including capital expenditures, operational and/or strategic opportunities, and expenditures for human capital, intellectual property, contractual obligations, off-balance sheet arrangements, and other such requirements. Our net cash from operations and cash and cash equivalents are key sources of liquidity along with our revolving credit facility, bank conduit facilities, and continued access to debt markets. We believe these anticipated sources of liquidity are sufficient to meet our expected ongoing short-term and long-term cash needs, including the repayment of our $400 million 6.00% secured notes due in April 2027. Our discussion below highlights these sources of liquidity and how they are utilized to support our cash needs.
Cash and Cash Equivalents
As of September 30, 2026, we had $306 million of Cash and cash equivalents, which includes highly-liquid investments with an original maturity of three months or less.
$1.0 Billion Revolving Credit Facility
We generally utilize our revolving credit facility to finance our short-term to medium-term business operations, as needed. The facility expires in June 2030 and had $614 million of available capacity as of September 30, 2026.
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. Our first lien leverage ratio determines the interest rate spread on revolver borrowings and fees associated with letters of credit, which subjects them to fluctuation.
As of September 30, 2026, our interest coverage ratio was 5.46 to 1.0 and our first lien leverage ratio was 3.28 to 1.0. These ratios do not include interest expense or indebtedness related to any qualified securitization financing (as defined in the credit agreement). As of September 30, 2026, we were in compliance with the financial covenants described above.
Secured Notes and Term Loan B facility
We generally utilize borrowing via secured notes and term loan B issuances to meet our long-term financing needs. During the third quarter of 2025, we issued senior secured notes due September 2033, with a face value of $500 million and an interest rate of 6.125%. The proceeds of this offering were used to redeem all of our $350 million 6.60% secured notes that were due October 2025, toward repayment of outstanding borrowings under the revolving credit facility, to pay the fees and expenses incurred in connection with the issuance, and for general corporate purposes.
During the fourth quarter of 2025, we amended the credit agreement governing our revolving credit facility and term loan B facility ("Eighth Amendment"). The Eighth Amendment refinanced the $869 million outstanding balance of the term loan B facility, with interest rate per annum applicable to borrowings under this facility equal to the Term Secured Overnight Financing Rate ("SOFR"), plus an applicable rate of 2.00%, representing a 50 basis point reduction. The maturity date of this facility remains December 14, 2029.
During the second quarter of 2026, we issued senior secured notes due June 2031, with a face value of $900 million and an interest rate of 6.25%. The proceeds of this offering were used to redeem all of our $650 million 6.625% secured notes that were due July 2026, toward repayment of outstanding borrowings under the revolving credit facility, to pay the fees and
expenses incurred in connection with the issuance, and for general corporate purposes. This transaction reduced the associated interest rate on our refinanced $650 million notes by nearly 40 basis points.
These transactions reinforce our expectation that we will maintain adequate liquidity for the next year and beyond. As of September 30, 2026, we had $3.63 billion of outstanding borrowings under our secured notes and term loan B facility with maturities ranging from 2027 to 2033.
Non-recourse Vacation Ownership Debt
Our Vacation Ownership business finances certain of its VOCRs through (i) asset-backed conduit facilities and (ii) term asset-backed securitizations, all of which are non-recourse to us with respect to principal and interest. For the securitizations, we pool qualifying VOCRs and sell them to bankruptcy-remote entities, all of which are consolidated into the accompanying Condensed Consolidated Balance Sheets. We plan to continue using these sources to finance certain VOCRs. We believe that our USD bank conduit facility, with a term through August 2027, and our AUD/NZD bank conduit facility, with a term through December 2026, amounting to a combined capacity of $755 million ($309 million available as of September 30, 2026), along with our ability to issue term asset-backed securities, provide sufficient liquidity to finance the sale of VOIs beyond the next year.
We closed on securitization financings of $325 million and $300 million during the nine months ended September 30, 2026, and subsequent to the end of the quarter, we closed on additional securitization financings of $300 million. During the full year of 2025, we closed on $950 million of securitization financings. These transactions positively impacted our liquidity and reinforce our expectation that we will maintain adequate liquidity for the next year and beyond.
Our liquidity position may be negatively affected by unfavorable conditions in the capital markets in which we operate or if our VOCR portfolios do not meet specified portfolio credit parameters. Our liquidity, as it relates to our VOCR securitization program, could be adversely affected if we were to fail to renew or replace our conduit facilities on their expiration dates, or if a particular receivables pool were to fail to meet certain ratios, which could occur in certain instances if the default rates or other credit metrics of the underlying VOCRs deteriorate. Our ability to sell securities backed by our VOCRs depends on the continued ability and willingness of capital market participants to invest in such securities.
Each of our non-recourse securitized term notes and the bank conduit facilities contain various triggers relating to the performance of the applicable loan pools. If the VOCR pool that collateralizes one of our securitization notes fails to perform within the parameters established by the contractual triggers (such as higher default or delinquency rates), there are provisions pursuant to which the cash flows for that pool will be maintained in the securitization as extra collateral for the note holders or applied to accelerate the repayment of outstanding principal to the note holders. As of September 30, 2026, all of our securitized loan pools were in compliance with applicable contractual triggers.
We may, from time to time, depending on market conditions and other factors, repurchase our outstanding indebtedness, whether or not such indebtedness trades above or below its face amount, for cash and/or in exchange for other securities or other consideration, in each case in open market purchases and/or privately negotiated transactions.
For additional details regarding our credit facilities, term loan B facility, and non-recourse debt see Note 9-Debt to the Condensed Consolidated Financial Statements.
Material Cash Requirements
The following table summarizes material future contractual obligations of our continuing operations as of September 30, 2026 (in millions). We plan to fund these obligations, along with our other cash requirements, with net cash from operations, cash and cash equivalents, and through the use of our revolving credit facilities, bank conduit facilities, and continued access to debt markets.
| 10/1/26 - 9/30/27 | 10/1/27 - 9/30/28 | 10/1/28 - 9/30/29 | 10/1/29 - 9/30/30 | 10/1/30 - 9/30/31 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
|
Debt (a)
|
$ | 419 | $ | 16 | $ | 13 | $ | 2,221 | $ | 901 | $ | 500 | $ | 4,070 | |||||||||||||||||||||||||||
|
Non-recourse debt (b)
|
227 | 281 | 429 | 183 | 201 | 726 | 2,047 | ||||||||||||||||||||||||||||||||||
|
Interest on debt (c)
|
329 | 301 | 282 | 166 | 77 | 78 | 1,233 | ||||||||||||||||||||||||||||||||||
|
Purchase commitments (d)
|
528 | 328 | 125 | 30 | 18 | 129 | 1,158 | ||||||||||||||||||||||||||||||||||
|
Operating leases
|
28 | 26 | 23 | 14 | 11 | 78 | 180 | ||||||||||||||||||||||||||||||||||
|
Inventory financing obligation (e)
|
25 | - | - | - | - | - | 25 | ||||||||||||||||||||||||||||||||||
|
Total (f)
|
$ | 1,556 | $ | 952 | $ | 872 | $ | 2,614 | $ | 1,208 | $ | 1,511 | $ | 8,713 | |||||||||||||||||||||||||||
(a)Represents required principal payments on notes, term loans, and finance leases.
(b)Represents required principal payments on debt that is securitized through bankruptcy-remote special purpose entities; the creditors of which have no recourse to us for principal and interest.
(c)Includes interest on debt and non-recourse debt; estimated using the stated interest rates.
(d)Includes $522 million related to the development of vacation ownership properties, $479 million for marketing related activities, and $102 million for information technology activities.
(e)Represents an inventory financing obligation with a third-party developer, including associated interest (see Note 7-Inventory to the Condensed Consolidated Financial Statements for further detail) of which $25 million is included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.
(f)Excludes a $37 million liability for unrecognized tax benefits as it is not reasonably estimable to determine the periods in which such liability would be settled with the respective tax authorities.
In addition to the amounts shown in the table above and in connection with our separation from our former parent, ABG, formerly Cendant Corporation, we entered into certain guarantee commitments with ABG (pursuant to our assumption of certain liabilities and our obligation to indemnify ABG, Compass, Inc. (formerly Anywhere Real Estate Inc. and Realogy), and Travelport for such liabilities) and guarantee commitments related to deferred compensation arrangements with ABG and Compass, Inc. We also entered into certain guarantee commitments and indemnifications related to the sale of our vacation rentals businesses. For information on matters related to our former parent and subsidiaries see Note 21-Transactions with Former Parent and Former Subsidiaries to the Condensed Consolidated Financial Statements.
In addition to the key contractual obligation and separation related commitments described above, we also utilize surety bonds in our Vacation Ownership business for sales and development transactions in order to meet regulatory requirements of certain states. In the ordinary course of our business, we have assembled commitments from 13 surety providers in the amount of $2.38 billion, of which we had $553 million outstanding as of September 30, 2026. The availability, terms and conditions and pricing of bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity, and our corporate credit rating. If the bonding capacity is unavailable or, alternatively, the terms and conditions and pricing of the bonding capacity are unacceptable to us, our Vacation Ownership business could be negatively impacted.
As of September 30, 2026, our secured debt is rated Ba3 with a "stable outlook" by Moody's Investors Service, Inc., BB- with a "stable outlook" by Standard & Poor's Rating Services, and BB+ with a "positive outlook" by Fitch Rating Agency. A security rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating organization. Reference in this report to any such credit rating is intended for the limited purpose of discussing or referring to aspects of our liquidity and of our costs of funds. Any reference to a credit rating is not intended to be any guarantee or assurance of, nor should there be any undue reliance upon, any credit rating or change in credit rating, nor is any such reference intended as any inference concerning future performance, future liquidity, or any future credit rating.
CASH FLOW
The following table summarizes the changes in cash, cash equivalents, and restricted cash (in millions):
| Nine Months Ended September 30, | |||||||||||||||||
| Cash provided by/(used in) | 2026 | 2025 | Change | ||||||||||||||
| Operating activities | $ | 388 | $ | 516 | $ | (128) | |||||||||||
| Investing activities | (353) | (78) | (275) | ||||||||||||||
| Financing activities | 33 | (360) | 393 | ||||||||||||||
| Effects of changes in exchange rates on cash and cash equivalents | 5 | 7 | (2) | ||||||||||||||
| Net change in cash, cash equivalents and restricted cash | $ | 73 | $ | 85 | $ | (12) | |||||||||||
Operating Activities
Net cash provided by operating activities decreased $128 million for the nine months ended September 30, 2026 compared to the prior year, primarily due to $46 million of higher net income tax payments, $40 million of lower customer advance payments, and a $19 million increase in cash used for vacation ownership inventory.
Investing Activities
Net cash used in investing activities increased $275 million during the nine months ended September 30, 2026 compared to the prior year. This increase is primarily due to a $290 million cash used for the Acquisitions during 2026 and $8 million of lower net proceeds on investments, partially offset by $22 million decrease in capital expenditures.
Financing Activities
Net cash provided by financing activities was $33 million during the nine months ended September 30, 2026, compared with Net cash used in financing activities of $360 million in the prior year. The variance was primarily due to a $447 million increase in net proceeds from corporate debt, partially offset by a $39 million increase in share repurchases and a $16 million decrease in proceeds from the issuance of common stock.
Capital Deployment
We focus on deploying capital for the highest possible returns. Ultimately, our business objective is to grow our business while optimizing cash flow and Adjusted EBITDA. We intend to continue to invest in select capital and technological improvements across our business. We also regularly consider a wide array of potential acquisitions and other strategic transactions, including acquisitions of businesses and real property, joint ventures, business combinations, strategic investments, and dispositions. Any of these transactions could be material to our business. As part of this strategy, we have made, and expect to continue to make, proposals and enter into non-binding letters of intent, allowing us to conduct due diligence on a confidential basis. A potential transaction contemplated by a letter of intent may never reach the point where we enter into a definitive agreement, nor can we predict the timing of such a potential transaction. Finally, we intend to continue to return value to shareholders through the repurchase of common stock and payment of dividends. All future declarations of quarterly cash dividends and increases to the capacity of our share repurchase program are subject to review and approval by the Board of Directors ("Board").
During the nine months ended September 30, 2026, we spent $151 million on vacation ownership development projects (inventory). We believe that our Vacation Ownership business currently has adequate finished inventory to support vacation ownership sales for several years. We anticipate full year spending between $200 million and $215 million for vacation ownership projects in 2026. After factoring in the anticipated additional annual spending, and the impacts of the resort optimization initiative discussed in Note 20-Restructuring to the Condensed Consolidated Financial Statements, we expect to have adequate inventory to support vacation ownership sales through at least the next three to four years.
During the nine months ended September 30, 2026, we spent $63 million on capital expenditures, primarily for information technology (digital and new club initiatives) and sales center facility enhancements. During 2026, we anticipate spending between $90 million and $95 million on capital expenditures, primarily for continuation of information technology digital enhancements to our sales and reservation systems, sales center facility renovation and expansion, and resort improvements.
In connection with our focus on optimizing cash flow, we are continuing our asset-light efforts in vacation ownership by seeking opportunities with financial partners whereby they make strategic investments to develop assets on our behalf. We refer to this as Just-in-Time. The partner may invest in new ground-up development projects or purchase from us, for cash, existing in-process inventory which currently resides on our Condensed Consolidated Balance Sheets. The partner will complete the development of the project and we may purchase finished inventory at a future date as needed or as obligated under the agreement.
We expect that the majority of the expenditures that will be required to pursue our capital spending programs, strategic investments, and vacation ownership development projects will be financed with cash flow generated through operations and cash and cash equivalents. We expect that additional expenditures will be financed with general secured corporate borrowings, including through the use of available capacity under our revolving credit facility.
Share Repurchase Program
On August 20, 2007, our Board authorized a share repurchase program that enables us to purchase our common stock. As of September 30, 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. During the nine months ended September 30, 2026, we repurchased 3.5 million shares at an average price of $71.12 for a cost of $250 million, bringing the total share repurchased under this authorization to $7.20 billion. Since the inception of this program, proceeds received from stock option exercises have increased the repurchase capacity by $117 million, resulting in $671 million of remaining availability under this program as of September 30, 2026.
The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors, including capital allocation priorities. Repurchases may be conducted in the open market or in privately negotiated transactions.
Dividends
We paid cash dividends of $0.60 and $0.56 per share during the first three quarters of 2026 and 2025. The aggregate dividends paid to shareholders were $114 million during both the nine months ended September 30, 2026 and 2025. Our long-term plan is to grow our dividend at the rate of growth of our earnings at a minimum. The declaration and payment of future dividends to holders of our common stock are at the discretion of our Board and depend upon many factors, including our financial condition, earnings, capital requirements of our business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice, and other factors that our Board deems relevant. There is no assurance that a payment of a dividend or a dividend at current levels will occur in the future.
SEASONALITY
We experience seasonal fluctuations in our net revenues and net income from sales of VOIs and vacation exchange fees. Revenues from sales of VOIs are generally higher in the third quarter than in other quarters due to increased leisure travel. Revenues from vacation exchange fees are generally highest in the first quarter, which is typically when members of our vacation exchange business book their vacations for the year.
The seasonality of our business may cause fluctuations in our quarterly operating results. As we expand into new markets and geographical locations, we may experience increased or different seasonality dynamics that create fluctuations in operating results different from the fluctuations we have experienced in the past.
COMMITMENTS AND CONTINGENCIES
From time to time, we are involved in claims, legal and regulatory proceedings, and governmental inquiries related to our business, none of which, in the opinion of management, is expected to have a material effect on our results of operations or financial condition. See Note 15-Commitments and Contingencies to the Condensed Consolidated Financial Statements for a description of claims and legal actions arising in the ordinary course of our business along with our guarantees and indemnifications and Note 21-Transactions with Former Parent and Former Subsidiaries to the Condensed Consolidated Financial Statements for a description of our obligations regarding ABG contingent litigation, matters related to Wyndham Hotels & Resorts, Inc., and matters related to the vacation rentals businesses.
CRITICAL ACCOUNTING ESTIMATES
In presenting our Condensed Consolidated Financial Statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material impact to our consolidated results of operations, financial position, and liquidity. We believe that the estimates and assumptions we used when preparing our Condensed Consolidated Financial Statements were the most appropriate at that time. These Condensed Consolidated Financial Statements should be read in conjunction with our "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited Consolidated Financial Statements included in the Annual Report on Form 10-K filed with the SEC on February 18, 2026, which includes a description of our critical accounting estimates that involve subjective and complex judgments that could potentially affect reported results. There have been no
material changes to these critical accounting estimates since the filing of the Annual Report on Form 10-K for the year ended December 31, 2025.
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