v3.26.3
Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination [Abstract]  
Acquisitions Acquisitions
Spinnaker Resorts. On August 1, 2026, the Company acquired Spinnaker Resorts, a fully integrated timeshare business engaged in development, marketing, sales, property management and related services within the vacation ownership industry, for $165 million ($137 million, net of cash acquired), reflecting a purchase price of $150 million, less $8 million of seller-related payoffs and $5 million of other customary closing adjustments, subject to further customary post-closing adjustments based on final valuation information and additional analysis. The total purchase consideration is comprised of $163 million of cash paid at closing, and contingent consideration with a fair market value of $2 million, which can range up to $10 million, based on the achievement of certain financial metrics. If these financial metrics are achieved, the Company would be required to make payments in the third quarter of 2027 and/or 2028. This acquisition will further expand the Company’s network of resorts and number of owners.
This transaction was accounted for as a business acquisition. As of September 30, 2026, the Company has recognized the assets and liabilities of Spinnaker Resorts based on estimates of their acquisition date fair values. The determination of the fair values of the acquired assets and assumed liabilities, including goodwill and other intangible assets, requires significant judgment. The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one-year from the acquisition date. Any potential adjustments made could be material in relation to the values presented in the table below. This business is included within the Vacation Ownership segment. The preliminary purchase price allocation includes (in millions):
August 1, 2026
Assets acquired
Cash and cash equivalents$20 
Restricted cash8 
Trade receivables, net2 
Vacation ownership contract receivables, net77 
Inventory6 
Prepaid expenses1 
Property and equipment, net20 
Other intangibles, net (a) (b)
19 
Other assets2 
Total assets acquired$155 
Liabilities assumed
Accounts payable$5 
Accrued expense and other liabilities18 
Deferred income1 
Deferred income taxes21 
Total liabilities assumed$45 
Net assets acquired$110 
Total purchase consideration$165 
Less: Net assets acquired(110)
Goodwill (b)
$55 
(a)Acquired intangible assets have estimated useful lives of between 15 and 21 years, with a weighted-average amortization period of 16 years, primarily driven by customer lists.
(b)Goodwill and other intangible assets associated with this acquisition are not deductible for income tax purposes.
The acquired vacation ownership contract receivables (“VOCRs”) were determined to be purchased financial assets with credit deterioration because they had experienced more-than-insignificant deterioration in credit quality since origination. Accordingly, the Company applied the gross-up approach upon acquisition, recognizing an allowance for credit losses of $37 million and incorporating the allowance into the initial amortized cost basis of the receivables. The purchased financial assets with credit deterioration had a purchase price of $77 million, a discount of $1 million attributable to non-credit factors, and a par value of $115 million.
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. Yes& Vacations was acquired for $162 million ($157 million net of cash acquired), reflecting a purchase price of $193 million less $30 million of debt and $5 million of seller transaction expenses paid at closing, and $1 million other customary closing adjustments, subject to further customary post-closing adjustments based on final valuation information and additional analysis. 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.
This transaction was accounted for as a business acquisition. As of September 30, 2026, the Company has recognized the assets and liabilities of Yes& Vacations based on estimates of their acquisition date fair values. The determination of the fair values of the acquired assets and assumed liabilities, including goodwill and other intangible assets, requires significant judgment. The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one-year from the acquisition date. Any potential adjustments made could be material in relation to the values presented in the table below. This business is included within the Vacation Ownership segment. The preliminary purchase price allocation includes (in millions):
July 15, 2026
Assets acquired
Cash and cash equivalents$4 
Restricted cash1 
Trade receivables, net1 
Vacation ownership contract receivables, net37 
Inventory19 
Prepaid expenses2 
Property and equipment, net35 
Other intangibles, net (a) (b)
85 
Other assets7 
Total assets acquired$191 
Liabilities assumed
Accounts payable$1 
Accrued expense and other liabilities15 
Deferred income2 
Debt30 
Total liabilities assumed$48 
Net assets acquired$143 
Total purchase consideration$162 
Less: Net assets acquired(143)
Goodwill (b)
$19 
(a)Acquired intangible assets have estimated useful lives of between 17 and 19 years, with a weighted-average amortization period of 19 years, primarily driven by management agreements.
(b)Goodwill and other intangible assets associated with this acquisition are expected to be deductible for income tax purposes.
The acquired vacation ownership contract receivables were determined to be purchased financial assets with credit deterioration because they had experienced more-than-insignificant deterioration in credit quality since origination. Accordingly, the Company applied the gross-up approach upon acquisition, recognizing an allowance for credit losses of $16 million and incorporating the allowance into the initial amortized cost basis of the receivables. The purchased financial assets with credit deterioration had a purchase price of $37 million, a premium of $2 million attributable to non-credit factors, and a par value of $51 million.
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.