10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☑    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to        

Commission file number 001-32876

TRAVEL + LEISURE CO.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		20-0052541
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
6277 Sea Harbor Drive		32821
Orlando,	Florida	(Zip Code)
(Address of Principal Executive Offices)

(407) 626-5200

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	TNL	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐
		Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

86,297,536 shares of common stock outstanding as of June 30, 2021.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Report of Independent Registered Public Accounting Firm	3
	Condensed Consolidated Statements of Income/(Loss)	4
	Condensed Consolidated Statements of Comprehensive Income/(Loss)	5
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Cash Flows	7
	Condensed Consolidated Statements of Deficit	8
	Notes to Condensed Consolidated Financial Statements	9
	Note 1 - Background and Basis of Presentation	9
	Note 2 - New Accounting Pronouncements	10
	Note 3 - Revenue Recognition	10
	Note 4 - Earnings/(Loss) Per Share	15
	Note 5 - Acquisitions	16
	Note 6 - Discontinued Operations	16
	Note 7 - Vacation Ownership Contract Receivables	16
	Note 8 - Inventory	19
	Note 9 - Property and Equipment	20
	Note 10 - Debt	20
	Note 11 - Variable Interest Entities	23
	Note 12 - Fair Value	24
	Note 13 - Derivative Instruments and Hedging Activities	25
	Note 14 - Income Taxes	25
	Note 15 - Leases	26
	Note 16 - Commitments and Contingencies	28
	Note 17 - Accumulated Other Comprehensive (Loss)/Income	29
	Note 18 - Stock-Based Compensation	30
	Note 19 - Segment Information	32
	Note 20 - COVID-19 Related Items	34
	Note 21 - Impairments	36
	Note 22 - Restructuring	36
	Note 23 - Transactions with Former Parent and Former Subsidiaries	37
	Note 24 - Related Party Transactions	39
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
	Forward-Looking Statements	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	59
Item 4.	Controls and Procedures	59
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	61
	Signatures	62

1

GLOSSARY OF TERMS

The following terms and acronyms appear in the text of this report and have the definitions indicated below:

Adjusted EBITDA	A non-GAAP measure, defined by the Company as Net income/(loss) 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 costs for acquisitions and divestitures, impairments, 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 liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels and Cendant, and the sale of the vacation rentals businesses.
AOCL	Accumulated Other Comprehensive Loss
ARN	Alliance Reservations Network
ARPA	American Rescue Plan Act of 2021
AUD	Australian Dollar
Awaze	Awaze Limited, formerly Compass IV Limited, an affiliate of Platinum Equity, LLC
Board	Board of Directors
CARES Act	Coronavirus Aid, Relief, and Economic Security Act
Company	Travel + Leisure Co. and its subsidiaries
COVID-19	Novel coronavirus global pandemic
Credit Agreement Amendment	An amendment to the Company’s credit agreement governing its revolving credit facility and term loan B
EPS	Earnings/(loss) Per Share
FASB	Financial Accounting Standards Board
GAAP	Generally Accepted Accounting Principles in the United States
LIBOR	London Interbank Offered Rate
Meredith	Meredith Corporation
Moody’s	Moody’s Investors Service, Inc.
NQ	Non-Qualified stock options
NZD	New Zealand Dollar
PCAOB	Public Company Accounting Oversight Board
PSU	Performance-vested restricted Stock Units
Relief Period	Relief period of the Credit Agreement Amendment
RSU	Restricted Stock Unit
S&P	Standard & Poor’s Rating Services
SEC	Securities and Exchange Commission
SPE	Special Purpose Entity
Spin-off	Spin-off of Wyndham Hotels & Resorts, Inc.
SSAR	Stock-Settled Appreciation Rights
Travel + Leisure	Travel + Leisure Co. and its subsidiaries
Vacasa	Vacasa LLC
VIE	Variable Interest Entity
VOCR	Vacation Ownership Contract Receivable
VOI	Vacation Ownership Interest
VPG	Volume Per Guest
Wyndham Hotels	Wyndham Hotels & Resorts, Inc.

2

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated 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 Statements

We have reviewed the accompanying condensed consolidated balance sheet of Travel + Leisure Co. and subsidiaries (the "Company") as of June 30, 2021, the related condensed consolidated statements of income/(loss), comprehensive income/(loss), and deficit for the three-month and six-month periods ended June 30, 2021 and 2020, and the cash flows for the six-month periods ended June 30, 2021 and 2020, and the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them 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, 2020, and the related consolidated statements of (loss)/income, comprehensive (loss)/income, cash flows and equity/(deficit) for the year then ended (not presented herein); and in our report dated February 24, 2021, 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, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

The interim financial statements are 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 statements 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 28, 2021

3

TRAVEL + LEISURE CO.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME/(LOSS)

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Net revenues
Service and membership fees	$	388	$	227	$	736	$	554
Vacation ownership interest sales	294		(13)		466		77
Consumer financing	102		119		201		246
Other	13		10		22		24
Net revenues	797		343		1,425		901
Expenses
Operating	349		200		639		598
Cost/(recovery) of vacation ownership interests	41		(17)		62		(48)
Consumer financing interest	20		25		44		50
General and administrative	112		85		218		195
Marketing	92		32		161		163
Depreciation and amortization	31		31		63		62
COVID-19 related costs	1		45		2		67
Asset impairments	—		33		—		44
Restructuring	—		23		(1)		25
Total expenses	646		457		1,188		1,156
Operating income/(loss)	151		(114)		237		(255)
Other (income), net	—		(5)		(1)		(7)
Interest expense	47		46		100		87
Interest (income)	(1)		(2)		(1)		(4)
Income/(loss) before income taxes	105		(153)		139		(331)
Provision/(benefit) for income taxes	31		11		37		(33)
Net income/(loss) from continuing operations	74		(164)		102		(298)
Loss on disposal of discontinued business, net of income taxes	(2)		—		(2)		—
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	100	$	(298)
Basic earnings/(loss) per share
Continuing operations	$	0.85	$	(1.92)	$	1.18	$	(3.46)
Discontinued operations	(0.02)		—		(0.02)		—
	$	0.83	$	(1.92)	$	1.16	$	(3.46)
Diluted earnings/(loss) per share
Continuing operations	$	0.84	$	(1.92)	$	1.17	$	(3.46)
Discontinued operations	(0.02)		—		(0.02)		—
	$	0.82	$	(1.92)	$	1.15	$	(3.46)

See Notes to Condensed Consolidated Financial Statements.

4

TRAVEL + LEISURE CO.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In millions)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	100	$	(298)
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments, net of tax	2		40		(11)		(25)
Other comprehensive income/(loss), net of tax	2		40		(11)		(25)
Comprehensive income/(loss)	$	74	$	(124)	$	89	$	(323)

See Notes to Condensed Consolidated Financial Statements.

5

TRAVEL + LEISURE CO.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)

	June 30, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	328	$	1,196
Restricted cash (VIE - $83 as of 2021 and $92 as of 2020)	118		121
Trade receivables, net	110		115
Vacation ownership contract receivables, net (VIE - $2,158 as of 2021 and $2,458 as of 2020)	2,319		2,482
Inventory	1,339		1,347
Prepaid expenses	204		204
Property and equipment, net	645		666
Goodwill	965		964
Other intangibles, net	224		131
Other assets	387		387
Total assets	$	6,639	$	7,613
Liabilities and (deficit)
Accounts payable	$	56	$	62
Accrued expenses and other liabilities	971		929
Deferred income	419		447
Non-recourse vacation ownership debt (VIE)	2,018		2,234
Debt	3,385		4,184
Deferred income taxes	708		725
Total liabilities	7,557		8,581
Commitments and contingencies (Note 16)
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, 222,178,671 issued as of 2021 and 221,755,960 as of 2020	2		2
Treasury stock, at cost – 135,824,676 shares as of 2021 and 2020	(6,508)		(6,508)
Additional paid-in capital	4,171		4,157
Retained earnings	1,437		1,390
Accumulated other comprehensive loss	(27)		(16)
Total stockholders’ (deficit)	(925)		(975)
Noncontrolling interest	7		7
Total (deficit)	(918)		(968)
Total liabilities and (deficit)	$	6,639	$	7,613

See Notes to Condensed Consolidated Financial Statements.

6

TRAVEL + LEISURE CO.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Six Months Ended
	June 30,
	2021		2020
Operating activities
Net income/(loss)	$	100	$	(298)
Loss on disposal of discontinued business, net of income taxes	2		—
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization	63		62
Provision for loan losses	71		345
Deferred income taxes	(19)		(83)
Stock-based compensation	16		8
Asset impairments	—		44
Non-cash lease expense	8		14
Non-cash interest	12		11
Other, net	3		(4)
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
Trade receivables	4		11
Vacation ownership contract receivables	90		154
Inventory	(40)		(87)
Deferred income	(34)		(6)
Accounts payable, accrued expenses, prepaid expenses, other assets and other liabilities	14		(41)
Net cash provided by operating activities	290		130
Investing activities
Property and equipment additions	(25)		(39)
Acquisitions	(37)		—
Other, net	—		3
Net cash used in investing activities	(62)		(36)
Financing activities
Proceeds from non-recourse vacation ownership debt	709		836
Principal payments on non-recourse vacation ownership debt	(922)		(869)
Proceeds from debt	10		1,065
Principal payments on debt	(560)		(169)
Repayment of notes	(252)		(42)
Repayments of vacation ownership inventory arrangement	—		(5)
Payment of deferred acquisition consideration	(20)		—
Dividends to shareholders	(53)		(86)
Proceeds from issuance of common stock	7		4
Repurchase of common stock	—		(128)
Debt issuance/modification costs	(8)		(5)
Net share settlement of incentive equity awards	(9)		(2)
Other, net	—		(1)
Net cash (used in)/provided by financing activities	(1,098)		598
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	(1)		(8)
Net change in cash, cash equivalents and restricted cash	(871)		684
Cash, cash equivalents and restricted cash, beginning of period	1,317		502
Cash, cash equivalents and restricted cash, end of period	446		1,186
Less: Restricted cash	118		134
Cash and cash equivalents	$	328	$	1,052

See Notes to Condensed Consolidated Financial Statements.

7

TRAVEL + LEISURE CO.

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT

(In millions)

(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, 2020	86	$	2	$	(6,508)	$	4,157	$	1,390	$	(16)	$	7	$	(968)
Net income	—	—		—		—		29		—		—		29
Other comprehensive loss	—	—		—		—		—		(13)		—		(13)
Stock option exercises	—	—		—		3		—		—		—		3
Net share settlement of stock-based compensation	—	—		—		(7)		—		—		—		(7)
Change in stock-based compensation	—	—		—		7		—		—		—		7
Dividends ($0.30 per share)	—	—		—		—		(27)		—		—		(27)
Balance as of March 31, 2021	86	2		(6,508)		4,160		1,392		(29)		7		(976)
Net income	—	—		—		—		72		—		—		72
Other comprehensive income	—	—		—		—		—		2		—		2
Stock option exercises	—	—		—		1		—		—		—		1
Net share settlement of stock-based compensation	—	—		—		(2)		—		—		—		(2)
Employee stock purchase program issuances	—	—		—		3		—		—		—		3
Change in stock-based compensation	—	—		—		9		—		—		—		9
Dividends ($0.30 per share)	—	—		—		—		(27)		—		—		(27)
Balance as of June 30, 2021	86	$	2	$	(6,508)	$	4,171	$	1,437	$	(27)	$	7	$	(918)

	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, 2019	88	$	2	$	(6,383)	$	4,118	$	1,785	$	(52)	$	6	$	(524)
Net loss	—	—		—		—		(134)		—		—		(134)
Other comprehensive loss	—	—		—		—		—		(65)		—		(65)
Change in stock-based compensation	—	—		—		1		—		—		—		1
Repurchase of common stock	(3)	—		(125)		—		—		—		—		(125)
Dividends ($0.50 per share)	—	—		—		—		(44)		—		—		(44)
Balance as of March 31, 2020	85	2		(6,508)		4,119		1,607		(117)		6		(891)
Net loss	—	—		—		—		(164)		—		—		(164)
Other comprehensive income	—	—		—		—		—		40		—		40
Net share settlement of stock-based compensation	—	—		—		(2)		—		—		—		(2)
Employee stock purchase program issuances	—	—		—		4		—		—		—		4
Change in stock-based compensation	—	—		—		7		—		—		—		7
Dividends ($0.50 per share)	—	—		—		—		(44)		—		—		(44)
Balance as of June 30, 2020	85	$	2	$	(6,508)	$	4,128	$	1,399	$	(77)	$	6	$	(1,050)

See Notes to Condensed Consolidated Financial Statements.

8

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

On January 5, 2021, Wyndham Destinations, Inc. acquired the Travel + Leisure brand and related assets from Meredith Corporation. The aggregate purchase price was $100 million, of which $35 million was paid at closing with an additional $20 million paid during the second quarter of 2021. The remaining payments are to be completed by June 2024. In connection with this acquisition, Wyndham Destinations, Inc. changed its name to Travel + Leisure Co. and its ticker symbol to TNL on February 17, 2021.

Travel + Leisure Co. and its subsidiaries (collectively, “Travel + Leisure,” or the “Company,” formerly Wyndham Destinations, Inc.) is a global provider of hospitality services and travel products. The Company operates in two segments: Vacation Ownership (formerly Wyndham Vacation Clubs) and Travel and Membership (formerly Panorama or Vacation Exchange). In connection with the Travel + Leisure brand acquisition the Company updated the names and composition of its reportable segments to better align with how the segments are managed.

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 Wyndham Destinations business line, formerly Wyndham Vacation Clubs. The following brands operate under the Wyndham Destinations business line: Club Wyndham, WorldMark by Wyndham, Shell Vacations Club, Margaritaville Vacation Club by Wyndham, and Presidential Reserve by Wyndham.

The Travel and Membership segment operates a variety of travel businesses, including three vacation exchange brands, a home exchange network, travel technology platforms, travel memberships, and direct-to-consumer rentals. This segment is comprised of the Panorama and new Travel + Leisure Group business lines. With the formation of Travel + Leisure Group, the Company decided that the operations of its Extra Holidays business, which focuses on direct to consumer bookings, better aligns with the operations of this new business line and therefore transitioned the management of the Extra Holidays business to the Travel and Membership segment. As such, the Company reclassified the results of its Extra Holidays business, which was previously reported within the Vacation Ownership segment, into the Travel and Membership segment. Prior period segment information has been restated to reflect this change. The following brands operate under the Panorama business line: RCI, Panorama Travel Solutions, Alliance Reservations Network (“ARN”), 7Across, The Registry Collection, and Love Home Swap. The Travel + Leisure Group operates the BookTandL.com, Travel + Leisure Travel Clubs, and Extra Holidays brands.

Impact of COVID-19

The results of operations for the three and six months ended June 30, 2021 and 2020 include impacts related to the novel coronavirus global pandemic (“COVID-19”), which have been significantly negative for the travel industry, the Company, its customers, and employees. In response to COVID-19, the Vacation Ownership segment temporarily closed its resorts in mid-March 2020 across the globe and suspended its sales and marketing operations. In the Travel and Membership segment, affiliate resort closures and regional travel restrictions contributed to decreased bookings and increased cancellations. As a result, the Company significantly reduced its workforce and furloughed thousands of associates in the second quarter of 2020. As of June 30, 2021, the Company has reopened 96% of its resorts and 95% of the sales offices it expects to reopen. The Company estimates that the remaining suspended resorts and sales offices that it intends to reopen will resume operations in 2021. As a result of these reopenings the majority of the Company’s furloughed employees have returned to work.

As a precautionary measure to enhance liquidity, in the first quarter of 2020 the Company drew down its $1.0 billion revolving credit facility and suspended its share repurchase activity, and in the third quarter of 2020 amended its revolving credit facility and term loan B, which provides flexibility during the relief period spanning from July 15, 2020 through April 1, 2022, or upon earlier termination by the Company. The Company has since repaid its $1.0 billion revolving credit facility. See Note 10—Debt for additional details.

Given these significant events, the Company’s revenues were negatively impacted and while revenues have begun to recover, not all product and service lines have yet reached pre-pandemic levels. The Company reversed $15 million of COVID-19 charges primarily related to the COVID-19 related allowance for loan losses on vacation ownership contract

9

receivables during the three and six months ended June 30, 2021, compared to $106 million and $346 million of charges incurred for the same periods last year. The $15 million of net reversals was primarily due to a $26 million reduction in the COVID-19 related loan loss provision recorded in the prior year. This provision was released as the Company is experiencing improvements in net new defaults. In connection with this provision release the Company also recorded $10 million of cost of vacation ownership interests representing the associated reduction in estimated recoveries. Refer to Note 20—COVID-19 Related Items for additional details.

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, as well as the entities in which Travel + Leisure 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 U.S. (“GAAP”). All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. In addition, prior period segment results have been restated to reflect the aforementioned reclassification of the Extra Holidays business into the Travel and Membership segment.

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 2020 Consolidated Financial Statements included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2021.

2.    New Accounting Pronouncements

Recently Issued Accounting Pronouncements

Reference Rate Reform. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance, amended in January 2021, which provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. This guidance became effective on March 12, 2020, and will apply through December 31, 2022. The transition from LIBOR based benchmark is expected to begin January 1, 2022 and to be completed when U.S. Dollar (“USD”) LIBOR rates are phased out by June 30, 2023. The Company is currently evaluating the impact of the transition from LIBOR on its financial statements and related disclosures and the related impact of this guidance on the transition. On October 27, 2020, the Company closed on the renewal of its USD bank conduit facility and adopted appropriate LIBOR disclosures for asset-backed securities (“ABS”) financing structures as part of the renewal. The Company intends to adopt such language, as appropriate, in its other relevant agreements prior to the end of 2021.

Recently Adopted Accounting Pronouncements

Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued guidance to simplify the accounting for income taxes and clarify the financial statement presentation for tax benefits related to tax deductible dividends. This guidance became effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

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.

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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 bifurcates the sale and allocates the sales price between the VOI sale and the non-cash incentive. Non-cash incentives generally have expiration periods of 18 months 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. Such agreements are generally for terms of one year or less, and are renewed automatically on an annual basis. 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/(Loss). The Company reduces its management fees 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 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/(Loss). Property management revenues, which are comprised of management fee revenue and reimbursable revenue were (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020 (a)		2021		2020 (a)
Management fee revenues	$	91	$	73	$	179	$	166
Reimbursable revenues	70		49		139		126
Property management revenues	$	161	$	122	$	318	$	292

(a)Reflects the impact of reclassifying the Extra Holidays business line from the Vacation Ownership segment to Travel and Membership.

One of the associations that the Company manages paid its Travel and Membership segment $7 million and $6 million for exchange services during the three months ended June 30, 2021 and 2020, and $14 million and $13 million during six months ended June 30, 2021 and 2020.

Travel and Membership

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.

Travel and Membership derives a majority of revenues from membership dues and fees for facilitating members’ trading of their intervals. Revenues from membership dues represent the fees paid by members or affiliated clubs on their behalf. 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 the 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. The Company also derives revenue from facilitating bookings of travel accommodations for both members and non-members. Revenue is recognized when these transactions have been confirmed, net of expected cancellations.

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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. Other vacation exchange related product fees are deferred and recognized as revenue upon the occurrence of a future exchange, event, or other related transaction.

The Company also derives revenue from other travel products and services, enabled as a result of the 2019 acquisition of ARN and via the Company’s resort services solution business, optimizing business to business (“B2B”) capabilities, and integration for consumer travel planning. The Company’s relationships and buying power with major travel suppliers provide its partners with access to exclusive travel inventory. The Company’s affiliates and members have access to inventory from accommodation wholesalers, airfare, and rental car providers.

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 advance payments received under the program are recognized as a contract liability until the Company’s performance obligations have been satisfied. The primary performance obligation for the program relates to brand performance services. Total contract consideration is estimated and recognized on a straight-line basis over the contract term.

Other Items

The Company records property management services revenues and RCI Elite Rewards revenues for its Vacation Ownership and Travel and Membership segments 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 as of June 30, 2021 and December 31, 2020, were as follows (in millions):

	June 30, 2021		December 31, 2020
Deferred subscription revenue	$	178	$	176
Deferred VOI trial package revenue	101		115
Deferred exchange-related revenue (a)	63		59
Deferred VOI incentive revenue	61		74
Deferred co-branded credit card programs revenue	13		16
Deferred other revenue	3		8
Total	$	419	$	448

(a)Includes contractual liabilities to accommodate members for cancellations initiated by the Company due to unexpected events. These amounts are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

In the Company’s Vacation Ownership business, deferred VOI trial package revenue represents consideration received in advance for a trial VOI, which allows customers to utilize a vacation package typically within one year of purchase. 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 one year of the VOI sale.

Within the Company’s Travel and Membership business, 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 revenue primarily represents payments received in advance from members for the right to access the Company’s vacation travel network to book vacation exchanges, rent travel accommodations, and for other leisure-related services and products which are generally recognized as revenue within one year.

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Changes in contract liabilities for the six months ended June 30, 2021 and 2020, follow (in millions):

	2021		2020
Beginning balance	$	448	$	539
Additions	145		145
Revenue recognized	(174)		(149)
Ending balance	$	419	$	535

Capitalized Contract Costs

The Company’s 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 amortized over the utilization period, which is typically within one year of the sale. As of June 30, 2021 and December 31, 2020, these capitalized costs were $34 million and $41 million and are included within Other assets on the Condensed Consolidated Balance Sheets.

The Company’s 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, 2021 and December 31, 2020, these capitalized costs were $17 million and $16 million; and are included within 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 satisfied the performance obligation and when the customer paid for that good or service was 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):

	7/1/2021 - 6/30/2022		7/1/2022 - 6/30/2023		7/1/2023 - 6/30/2024		Thereafter		Total
Subscription revenue	$	106	$	37	$	18	$	17	$	178
VOI trial package revenue	101		—		—		—		101
Exchange-related revenue	59		3		1		—		63
VOI incentive revenue	61		—		—		—		61
Co-branded credit card programs revenue	3		3		3		4		13
Other revenue	3		—		—		—		3
Total	$	333	$	43	$	22	$	21	$	419

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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)(a):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Vacation Ownership
Vacation ownership interest sales (b)	$	294	$	(13)	$	466	$	77
Property management fees and reimbursable revenues	161		122		318		292
Consumer financing	102		119		201		246
Fee-for-Service commissions	29		—		41		3
Ancillary revenues	13		10		22		23
Total Vacation Ownership	599		238		1,048		641
Travel and Membership
Transaction revenues	153		44		285		140
Subscription revenues	43		33		84		77
Ancillary revenues	8		29		18		48
Total Travel and Membership	204		106		387		265
Corporate and other
Eliminations	(6)		(1)		(10)		(5)
Total Corporate and other	(6)		(1)		(10)		(5)
Net revenues	$	797	$	343	$	1,425	$	901

(a)This table reflects the reclassification of Extra Holidays from the Vacation Ownership segment into the Travel and Membership segment for all periods presented. Extra Holidays revenue is included within Transaction revenues.

(b)The Company recorded a COVID-19 related provision for loan losses of $225 million in the first quarter of 2020, due to an expected increase in defaults driven by higher unemployment associated with COVID-19, which is reflected as a reduction to Vacation ownership interest sales on the Condensed Consolidated Statements of Income/(Loss) during the six months ended June 30, 2020. During the second quarter of 2021, the Company analyzed the adequacy of this COVID-19 related provision consistent with past methodology, resulting in a $26 million reversal which is reflected as an increase in Vacation ownership interest sales on the Condensed Consolidated Statements of Income/(Loss) during the three and six months ended June 30, 2021.

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4.    Earnings/(Loss) Per Share

The computations of basic and diluted earnings/(loss) per share (“EPS”) are based on Net income/(loss) attributable to Travel + Leisure 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,
	2021		2020		2021		2020
Net income/(loss) from continuing operations attributable to Travel + Leisure shareholders	$	74	$	(164)	$	102	$	(298)
Loss on disposal of discontinued business attributable to Travel + Leisure shareholders, net of income taxes	(2)		—		(2)		—
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	100	$	(298)
Basic earnings/(loss) per share (a)
Continuing operations	$	0.85	$	(1.92)	$	1.18	$	(3.46)
Discontinued operations	(0.02)		—		(0.02)		—
	$	0.83	$	(1.92)	$	1.16	$	(3.46)
Diluted earnings/(loss) per share (a)
Continuing operations	$	0.84	$	(1.92)	$	1.17	$	(3.46)
Discontinued operations	(0.02)		—		(0.02)		—
	$	0.82	$	(1.92)	$	1.15	$	(3.46)
Basic weighted average shares outstanding	86.5		85.4		86.4		86.1
RSUs,(b) PSUs (c) and NQs (d)	0.9		—		0.7		—
Diluted weighted average shares outstanding (e)	87.4		85.4		87.1		86.1
Dividends:
Aggregate dividends paid to shareholders	$	27	$	43	$	53	$	86

(a)Earnings/(loss) per share amounts are calculated using whole numbers.

(b)Excludes 1.6 million and 1.4 million of anti-dilutive restricted stock units (“RSUs”) for the three and six months ended June 30, 2020, of which 0.4 million and 0.3 million would have been dilutive had the Company not been in a net loss position during these periods. These shares could potentially dilute EPS in the future.

(c)Excludes performance-vested restricted stock units (“PSUs”) of 0.4 million for both the three and six months ended June 30, 2021, as the Company had not met the required performance metrics. Excludes 0.3 million PSUs for both the three and six months ended June 30, 2020, as the Company has not met the required performance metrics. These PSUs could potentially dilute EPS in the future.

(d)Excludes 1.4 million of outstanding non-qualified stock option (“NQs”) awards that would have been anti-dilutive to EPS for both the three and six months ended June 30, 2021. Excludes 2.4 million and 2.0 million of outstanding awards that would have been anti-dilutive to EPS for the three and six months ended June 30, 2020. These outstanding stock option awards could potentially dilute EPS in the future.

(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.

Stock Repurchase Program

The following table summarizes stock repurchase activity under the current stock repurchase program (in millions):

	Shares	Cost
As of December 31, 2020	111.3	$	5,727
Repurchases	—	—
As of June 30, 2021	111.3	$	5,727

Proceeds received from stock option exercises increase the repurchase capacity under the program. Cash proceeds received from stock option exercises during the six months ended June 30, 2021 were $4 million. As of June 30, 2021, the Company had $354 million of remaining availability under its program. In March 2020, the Company suspended its share repurchase activity due to the uncertainty resulting from COVID-19. On July 15, 2020, the Company amended the credit agreement for its revolving credit facility and term loan B. Among other changes, the amendment places the Company into a relief

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period from July 15, 2020 through April 1, 2022 (“Relief Period”) that prohibits the use of cash for share repurchases until such time as the Company chooses to exercise its option to exit the Relief Period. The Company has the option to terminate the Relief Period at any time it can demonstrate compliance with the 4.25 to 1.0 first lien leverage ratio.

5.    Acquisitions

Travel + Leisure. On January 5, 2021, the Company acquired the Travel + Leisure brand from Meredith Corporation for $100 million, of which the Company paid $35 million at closing and an additional $20 million during the second quarter of 2021. The remaining payments are to be completed by June 2024. This transaction was accounted for as an asset acquisition, with the full consideration allocated to the related trademark indefinite-lived intangible asset.

6.    Discontinued Operations

During 2018, the Company completed the spin-off of its hotel business (“Spin-off”) Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels”) and the sale of its European vacation rentals business. As a result, the Company has classified the results of operations for these businesses as discontinued operations in its Condensed Consolidated Financial Statements and related notes. Discontinued operations include direct expenses clearly identifiable to the businesses being discontinued. The Company does not expect to incur significant ongoing expenses classified as discontinued operations except for certain tax adjustments that may be required as final tax returns are completed. The Company recognized a Loss on disposal of discontinued business, net of income taxes of $2 million during the three and six months ended June 30, 2021.

7.    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 (in millions):

	June 30, 2021		December 31, 2020
Vacation ownership contract receivables:
Securitized (a)	$	2,158	$	2,458
Non-securitized (b)	734		717
Vacation ownership contract receivables, gross	2,892		3,175
Less: Allowance for loan losses	573		693
Vacation ownership contract receivables, net	$	2,319	$	2,482

(a)Excludes $17 million and $23 million of accrued interest on securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

(b)Excludes $6 million and $9 million of accrued interest on non-securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2021, the Company’s securitized VOCRs generated interest income of $77 million and $156 million. During the three and six months ended June 30, 2020, the Company’s securitized VOCRs generated interest income of $105 million and $211 million. Such interest income is included within Consumer financing revenue on the Condensed Consolidated Statements of Income/(Loss).

During the six months ended June 30, 2021 and 2020, the Company originated VOCRs of $299 million and $233 million, and received principal collections of $389 million and $387 million. The weighted average interest rate on outstanding VOCRs was 14.5% and 14.4% as of June 30, 2021 and December 31, 2020.

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The activity in the allowance for loan losses on VOCRs was as follows (in millions):

	Amount
Allowance for loan losses as of December 31, 2020	$	693
Provision for loan losses, net	71
Contract receivables write-offs, net	(191)
Allowance for loan losses as of June 30, 2021	$	573

	Amount
Allowance for loan losses as of December 31, 2019	$	747
Provision for loan losses, net	345
Contract receivables write-offs, net	(246)
Allowance for loan losses as of June 30, 2020	$	846

Due to the economic downturn resulting from COVID-19 during the first quarter of 2020, the Company evaluated the potential impact of COVID-19 on its owners’ ability to repay their contract receivables and as a result of current and projected unemployment rates at that time, the Company recorded a COVID-19 related allowance for loan losses. This allowance consisted of a $225 million COVID-19 related provision, which was reflected as a reduction to Vacation ownership interest sales and $55 million of estimated recoveries, which were reflected as a reduction to Cost/(recovery) of vacation ownership interests on the Condensed Consolidated Statements of Income/(Loss). During the second quarter of 2021, the Company analyzed the adequacy of the COVID-19 related allowance consistent with past methodology, and due to the improvement in net new defaults the Company reduced this allowance resulting in a $26 million increase to Vacation ownership interest sales and a corresponding $10 million increase to Cost/(recovery) of vacation ownership interests on the Condensed Consolidated Statements of Income/(Loss).

Estimating the amount of the COVID-19 related allowance involves the use of significant estimates and assumptions. Management based its estimates upon historical data on the relationship between unemployment rates and net new defaults observed during the most recent recession in 2008. Specifically, historical data indicated that net new defaults did not return to prior levels until 15-20 months after the peak in unemployment. As of June 30, 2021, given the significant amount of government assistance provided to consumers during the pandemic, the Company estimated default rates would remain elevated for the next six to nine months as these programs expire. The Company will continue to monitor this reserve as more information becomes available.

The Company recorded net provisions for loan losses of $33 million and $71 million as a reduction of net revenues during the three and six months ended June 30, 2021, and $30 million and $345 million for the three and six months ended June 30, 2020, inclusive of the aforementioned COVID-19 related adjustments.

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 Vacation Ownership Asia Pacific business for which scores are not readily available).

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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, 2021
	700+		600-699		<600		No Score		Asia Pacific		Total
Current	$	1,624	$	764	$	129	$	80	$	197	$	2,794
31 - 60 days	15		16		10		2		1		44
61 - 90 days	8		10		7		1		1		27
91 - 120 days	8		10		7		1		1		27
Total (a)	$	1,655	$	800	$	153	$	84	$	200	$	2,892
	As of December 31, 2020
	700+		600-699		<600		No Score		Asia Pacific		Total
Current	$	1,706	$	835	$	160	$	96	$	221	$	3,018
31 - 60 days	20		25		13		4		2		64
61 - 90 days	13		18		12		3		1		47
91 - 120 days	12		16		14		3		1		46
Total (a)	$	1,751	$	894	$	199	$	106	$	225	$	3,175

(a)Includes contracts under temporary deferment (up to 180 days). As of June 30, 2021 and December 31, 2020, contracts under deferment total $12 million and $37 million.

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/(Loss). 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 separate from the pool.

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, 2021
	700+		600-699		<600		No Score		Asia Pacific		Total
2021	$	262	$	86	$	1	$	6	$	29	$	384
2020	295		147		22		7		49		520
2019	386		204		49		22		43		704
2018	285		147		34		16		30		512
2017	188		92		21		13		18		332
Prior	239		124		26		20		31		440
Total	$	1,655	$	800	$	153	$	84	$	200	$	2,892
	As of December 31, 2020
	700+		600-699		<600		No Score		Asia Pacific		Total
2020	$	424	$	173	$	11	$	17	$	55	$	680
2019	476		269		67		27		70		909
2018	339		183		50		21		36		629
2017	220		115		31		16		22		404
2016	128		63		16		10		16		233
Prior	164		91		24		15		26		320
Total	$	1,751	$	894	$	199	$	106	$	225	$	3,175

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8.    Inventory

Inventory consisted of (in millions):

	June 30, 2021		December 31, 2020
Completed VOI inventory	$	1,085	$	1,049
Estimated VOI recoveries, net	206		246
VOI construction in process	31		30
Inventory sold subject to repurchase	13		13
Vacation exchange credits and other	3		8
Land held for VOI development	1		1
Total inventory	$	1,339	$	1,347

The Company had net transfers of VOI inventory to property and equipment of $11 million and $13 million during the six months ended June 30, 2021 and 2020.

During 2020, as a result of resort closures and cancellations surrounding COVID-19, the Company recorded $48 million of reductions to exchange inventory consisting of costs previously incurred by RCI to provide enhanced out-of-network travel

options to members. These write-offs were included within Operating expenses on the Condensed Consolidated Statements of Income/(Loss), $38 million of which is included in the results for the six months ended June 30, 2020. The Company anticipates that remaining inventory will be fully utilized to maximize exchange supply for its members in 2021 and beyond.

Inventory Sale Transactions

During 2020, the Company acquired properties in Orlando, Florida, and Moab, Utah, from third-party developers for vacation ownership inventory and property and equipment.

During 2013, the Company sold real property located in Las Vegas, Nevada, to a third-party developer, consisting of vacation ownership inventory and property and equipment. The Company recognized no gain or loss on this sale transaction.

In accordance with the agreements with the third-party developers, the Company has conditional rights and conditional 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):

	Las Vegas (a)		Moab (a)		Orlando (a)		Other (b)		Total
December 31, 2020	$	13	$	31	$	22	$	17	$	83
Purchases	2		25		1		39		67
Payments	(2)		(56)		(5)		(46)		(109)
June 30, 2021	$	13	$	—	$	18	$	10	$	41
December 31, 2019	$	43	$	—	$	—	$	6	$	49
Purchases	15		—		—		70		85
Payments	(19)		—		—		(65)		(84)
June 30, 2020	$	39	$	—	$	—	$	11	$	50

(a)Included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

(b)Included in Accounts payable on the Condensed Consolidated Balance Sheets.

The Company has committed to repurchase the completed property located in Las Vegas, Nevada, from a third-party developer subject to the property meeting the Company’s vacation ownership resort standards and provided that the third-party developer has not sold the property to another party. The maximum potential future payments that the Company may be required to make under this commitment was $65 million as of June 30, 2021.

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9.    Property and Equipment

Property and equipment, net, consisted of (in millions):

	June 30, 2021		December 31, 2020
Land	$	31	$	30
Building and leasehold improvements	596		591
Furniture, fixtures and equipment	208		207
Capitalized software	707		694
Finance leases	15		14
Construction in progress	19		12
Total property and equipment	1,576		1,548
Less: Accumulated depreciation and amortization	931		882
Property and equipment, net	$	645	$	666

10.    Debt

The Company’s indebtedness consisted of (in millions):

	June 30, 2021		December 31, 2020
Non-recourse vacation ownership debt: (a)
Term notes (b)	$	1,719	$	1,893
USD bank conduit facility (due October 2022) (c)	154		168
AUD/NZD bank conduit facility (due April 2023) (d)	145		173
Total	$	2,018	$	2,234
Debt: (e)
$1.0 billion secured revolving credit facility (due May 2023) (f)	$	—	$	547
$300 million secured term loan B (due May 2025) (g)	290		291
$250 million 5.625% secured notes (due March 2021)	—		250
$650 million 4.25% secured notes (due March 2022) (h)	650		650
$400 million 3.90% secured notes (due March 2023) (i)	402		402
$300 million 5.65% secured notes (due April 2024)	299		299
$350 million 6.60% secured notes (due October 2025) (j)	344		344
$650 million 6.625% secured notes (due July 2026)	642		641
$400 million 6.00% secured notes (due April 2027) (k)	407		408
$350 million 4.625% secured notes (due March 2030)	345		345
Finance leases	6		7
Total	$	3,385	$	4,184

(a)Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities (“SPEs”), 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 $2.26 billion and $2.57 billion of underlying gross VOCRs and related assets (which legally are not assets of the Company) as of June 30, 2021 and December 31, 2020.

(b)The carrying amounts of the term notes are net of deferred financing costs of $19 million and $21 million as of June 30, 2021 and December 31, 2020.

(c)The Company has a borrowing capacity of $800 million under the USD bank conduit facility through October 2022. Borrowings under this facility are required to be repaid as the collateralized receivables amortize but no later than November 2023.

(d)The Company has a borrowing capacity of 250 million Australian dollars (“AUD”) and 48 million New Zealand dollars (“NZD”) under the AUD/NZD bank conduit facility through April 2023. Borrowings under this facility are required to be repaid no later than April 2025.

(e)The carrying amounts of the secured notes and term loan are net of unamortized discounts of $14 million and $16 million as of June 30, 2021 and December 31, 2020, and net of unamortized debt financing costs of $7 million as of June 30, 2021 and December 31, 2020.

(f)The weighted average effective interest rate on borrowings from this facility were 3.19% and 3.02% as of June 30, 2021 and December 31, 2020. In late March 2020, the Company drew down its $1.0 billion secured revolving credit facility as a precautionary measure due to COVID-19. As of June 30, 2021, these borrowings have been repaid.

(g)The weighted average effective interest rate on borrowings from this facility was 2.39% and 2.93% as of June 30, 2021 and December 31, 2020.

(h)Includes less than $1 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

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(i)Includes $2 million and $3 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

(j)Includes $4 million and $5 million of unamortized losses from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

(k)Includes $10 million and $11 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

Sierra Timeshare 2021-1 Receivables Funding LLC

On March 8, 2021, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2021-1 Receivables Fundings LLC, with an initial principal amount of $500 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 1.57%. The advance rate for this transaction was 98%.

AUD/NZD Bank Conduit Renewal

On April 27, 2021, the Company renewed its AUD/NZD timeshare receivables conduit facility, extending the end of the commitment period from September 2021 to April 2023. The renewal includes a reduction of the AUD borrowing capacity from A$255 million to A$250 million, while the NZD capacity remains unchanged at NZ$48 million. The renewal bears interest at variable rates based on the Bank Bill Swap Bid Rate plus 1.65%.

Maturities and Capacity

The Company’s outstanding debt as of June 30, 2021, matures as follows (in millions):

	Non-recourse Vacation Ownership Debt		Debt		Total
Within 1 year	$	274	$	655	$	929
Between 1 and 2 years	372		407		779
Between 2 and 3 years	207		303		510
Between 3 and 4 years	207		281		488
Between 4 and 5 years	227		344		571
Thereafter	731		1,395		2,126
	$	2,018	$	3,385	$	5,403

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, 2021, available capacity under the Company’s borrowing arrangements was as follows (in millions):

	Non-recourse Conduit Facilities (a)		Revolving Credit Facilities (b)
Total capacity	$	1,025	$	1,000
Less: Outstanding borrowings	299		—
Less: Letters of credit	—		66
Available capacity	$	726	$	934

(a)Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacity of these facilities is 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 facilities and term loan B 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 at least 2.5 to 1.0 as of the measurement date and a maximum first lien leverage ratio not to exceed 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.

On July 15, 2020, the Company entered into an amendment to the Company’s credit agreement governing its revolving credit facility and term loan B (“Credit Agreement Amendment”). The Credit Agreement Amendment establishes a Relief Period with respect to the Company’s secured revolving credit facility, which commenced on July 15, 2020 and will end on

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April 1, 2022, or upon earlier termination by the Company of the Relief Period, subject to certain conditions. The Credit Agreement Amendment increased the existing leverage-based financial covenant of 4.25 to 1.0 by varying levels for each applicable quarter during the Relief Period. The maximum first lien leverage ratio for the test period ending June 30, 2021 was 7.5 to 1.0. The maximum first lien leverage ratio will decrease 0.75 each quarter beginning in the third quarter of 2021 through the end of the Relief Period.

Beginning in the first quarter of 2021, and extending through the third quarter of 2021, the Credit Agreement Amendment provides that consolidated EBITDA (as defined in the credit agreement), for the purposes of the first lien leverage ratio, will be measured based on the greater of either a trailing 12-months preceding the measurement date basis or an annualized basis. Thereafter, consolidated EBITDA will be measured on a trailing 12-months basis, and following the Relief Period, the Credit Agreement Amendment reestablishes the leverage-based financial covenant of 4.25 to 1.0 which was in existence prior to the effective date of the Credit Agreement Amendment. In addition, the Credit Agreement Amendment, among other things, increased the interest rate applicable to borrowings under the Company’s secured revolving credit facility utilizing a tiered pricing grid based on the Company’s first lien leverage ratio in any quarter it exceeds 4.25 to 1.0, until the end of the Relief Period; adds a new minimum liquidity covenant, tested quarterly until the end of the Relief Period, of (i) $250 million plus (ii) 50% of the aggregate amount of dividends paid after the effective date of the Credit Agreement Amendment and on or prior to the last day of the relevant fiscal quarter; and requires the Company to maintain an interest coverage ratio (as defined in the credit agreement) of not less than 2.0 to 1.0, which shall increase to 2.5 to 1.0 after the Relief Period, the level existing prior to the effective date of the Credit Agreement Amendment. Finally, the Credit Agreement Amendment amends the definition of “Material Adverse Effect” in the credit agreement to take into consideration the impacts of the COVID-19 pandemic during the Relief Period. The Relief Period includes certain restrictions on the use of cash including the prohibition of share repurchases until such time as the Company is able to and chooses to exercise its option to exit the amendment. Additionally, the amendment limits the payout of dividends during the Relief Period to not exceed $0.50 per share, the rate in effect prior to the amendment. The Company has the option to terminate the Relief Period at any time it can demonstrate compliance with the 4.25 to 1.0 first lien leverage ratio, subject to certain conditions.

As of June 30, 2021, the Company’s interest coverage ratio was 3.1 to 1.0 and the first lien leverage ratio was 4.7 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, 2021, the Company was in compliance with the financial covenants described above. Under the Credit Agreement Amendment, when the first lien leverage ratio exceeds 4.25 to 1.0, the interest rate on revolver borrowings increases, and the Company is subject to higher fees associated with its letters of credit based on a tiered pricing grid. Given the first lien leverage ratio of 5.4 to 1.0 at December 31, 2020, the Company is now subject to higher fees associated with letters of credit and the interest rate on the revolver borrowings increased 25 basis points effective March 2, 2021. This interest rate and fees associated with letters of credit are subject to future changes based on the Company’s first lien leverage ratio which could serve to further increase the rate up to an additional 25 basis points if this ratio were to exceed 5.75 to 1.0, or reduce this rate if this ratio were to decrease to 4.25 to 1.0 or below.

Each of the Company’s non-recourse, securitized term notes, and the bank conduit facilities contain various triggers relating to the performance of the applicable loan pools. If the VOCRs 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, 2021, all of the Company’s securitized loan pools were in compliance with applicable contractual triggers.

Interest Expense

The Company incurred interest expense of $47 million and $100 million during the three and six months ended June 30, 2021. Such amounts consisted primarily of interest on debt, excluding non-recourse vacation ownership debt, and included an offset of less than $1 million of capitalized interest during both the three and six months ended June 30, 2021. Cash paid related to such interest was $105 million during the six months ended June 30, 2021.

The Company incurred interest expense of $46 million and $87 million during the three and six months ended June 30, 2020. Such amounts consisted primarily of interest on debt, excluding non-recourse vacation ownership debt, and included an offset of less than $1 million and $1 million of capitalized interest during the three and six months ended June 30, 2020. Cash paid related to such interest was $81 million during the six months ended June 30, 2020.

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Interest expense incurred in connection with the Company’s non-recourse vacation ownership debt was $20 million and $44 million during the three and six months ended June 30, 2021, and $25 million and $50 million during the three and six months ended June 30, 2020, and is recorded within Consumer financing interest on the Condensed Consolidated Statements of Income/(Loss). Cash paid related to such interest was $31 million and $37 million for the six months ended June 30, 2021 and 2020.

11.    Variable Interest Entities

In accordance with the applicable accounting guidance for the consolidation of a variable interest entity (“VIE”), the Company analyzes its variable interests, including loans, guarantees, SPEs, and equity investments, to determine if an entity in which the Company has a variable interest is a VIE. If the entity is considered to be a VIE, the Company determines whether it would be considered the entity’s primary beneficiary. The Company consolidates into its financial statements those VIEs for which it has determined that it 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, 2021		December 31, 2020
Securitized contract receivables, gross (a)	$	2,158	$	2,458
Securitized restricted cash (b)	83		92
Interest receivables on securitized contract receivables (c)	17		23
Other assets (d)	5		5
Total SPE assets	2,263		2,578
Non-recourse term notes (e) (f)	1,719		1,893
Non-recourse conduit facilities (e)	299		341
Other liabilities (g)	9		2
Total SPE liabilities	2,027		2,236
SPE assets in excess of SPE liabilities	$	236	$	342

(a)The Company does not allocate allowance for loan losses to SPEs. This amount is 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 facility and a security investment asset, which is 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 $19 million and $21 million as of June 30, 2021 and December 31, 2020, 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.

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In addition, the Company has VOCRs that have not been securitized through bankruptcy-remote SPEs. Such gross receivables were $734 million and $717 million as of June 30, 2021 and December 31, 2020. 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, 2021		December 31, 2020
SPE assets in excess of SPE liabilities	$	236	$	342
Non-securitized contract receivables	734		717
Less: Allowance for loan losses	573		693
Total, net	$	397	$	366

12.    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, 2021, the Company had foreign exchange contracts which resulted in less than $1 million of assets which are included within Other assets and $1 million of liabilities which are included within 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 June 30, 2021 and 2020.

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.

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The carrying amounts and estimated fair values of all other financial instruments were as follows (in millions):

	June 30, 2021				December 31, 2020
	Carrying Amount		Estimated Fair Value		Carrying  Amount		Estimated Fair Value
Assets
Vacation ownership contract receivables, net (Level 3)	$	2,319	$	2,811	$	2,482	$	3,035
Liabilities
Debt (Level 2)	$	5,403	$	5,691	$	6,418	$	6,705

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).

13.    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, Australian and Canadian dollars, and the 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. The amount of gains or losses relating to contracts designated as cash flow hedges that the Company expects to reclassify from Accumulated other comprehensive loss (“AOCL”) to earnings over the next 12 months is not material.

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, 2021 and 2020, the Company had no fair value interest rate hedges.

Losses on derivatives recognized in AOCL for the three and six months ended June 30, 2021 and 2020, were not material.

14.    Income Taxes

The Company files U.S. federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2016. In addition, with few exceptions, the Company is no longer subject to state, local or foreign income tax examinations for years prior to 2011.

The Company’s effective tax rate was 29.5% and (7.2)% for the three months ended June 30, 2021 and 2020; and 26.6% and 10.0% for the six months ended June 30, 2021 and 2020. The effective tax rate was significantly impacted during the three and six months ended June 30, 2020, due to COVID-19, which led to a mix of earnings in higher tax rate jurisdictions and losses in lower tax rate jurisdictions that significantly reduced our overall effective tax rate in 2020. In addition, the effective tax rate for the three months ended June 30, 2021, increased due to additions to certain unrecognized tax benefits and remeasurement of net deferred tax liabilities as a result of changes in certain state and foreign tax rates.

The Company made income tax payments, net of tax refunds, of $65 million and $5 million during the six months ended June 30, 2021 and 2020.

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Tax positions are reviewed at least quarterly and adjusted as new information becomes available. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, available tax planning strategies and forecasted operating earnings. These estimates of future taxable income inherently require significant judgment. To the extent it is considered more likely than not that a deferred tax asset will be not recovered, a valuation allowance is established. Due to various factors including negative impacts of COVID-19, the Company had net increases in its valuation allowances related to foreign tax credits and other deferred assets of $1 million and $2 million during the six months ended June 30, 2021 and 2020.

On March 11, 2021, the American Rescue Plan Act of 2021 (“ARPA”) was signed into law, which is the latest stimulus package to provide COVID-19 relief. ARPA includes an extension of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act Employee Retention Tax Credit until December 31, 2021. The Company recorded $1 million of additional employee retention tax credits during the six months ended June 30, 2021. In addition to the expansion of the employee retention credit (among other provisions), ARPA includes several revenue-raising and business tax provisions. One such provision that will impact the Company is the expansion of the limitation of compensation deductions above $1 million for certain covered employees of publicly held corporations. Effective for taxable years after December 31, 2026, ARPA expands the limitation to cover the next five highest compensated employees.

On March 27, 2020, the CARES Act was established to provide emergency assistance and health care for individuals, families, and businesses affected by COVID-19 and generally support the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. The Company recorded $21 million of employee retention tax credits for the three months ended June 30, 2020, including credits from similar programs outside the U.S. The Company has deferred certain social security payments and had additional depreciation deductions relating to qualified improvement property.

While the Company continues to review and consider any available benefits under the CARES Act, ARPA, or similar legislation that may be enacted in response to COVID-19 for which it qualifies, the Company cannot predict the manner in which such benefits will be allocated or administered and cannot assure that it will be able to receive such benefits in a timely manner.

15.    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/(Loss).

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.

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The table below presents certain information related to the lease costs for finance and operating leases (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Operating lease cost	$	6	$	9	$	11	$	17
Short-term lease cost	$	3	$	2	$	6	$	7
Finance lease cost:
Amortization of right-of-use assets	$	1	$	1	$	2	$	1
Interest on lease liabilities	—		—		—		—
Total finance lease cost	$	1	$	1	$	2	$	1

The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets:

	Balance Sheet Classification	June 30, 2021			December 31, 2020
Operating leases (in millions):
Operating lease right-of-use assets	Other assets	$	86		$	92
Operating lease liabilities	Accrued expenses and other liabilities	$	147		$	157
Finance leases (in millions):
Finance lease assets (a)	Property and equipment, net	$	7		$	8
Finance lease liabilities	Debt	$	6		$	7
Weighted average remaining lease term:
Operating leases		6.7 years			7.1 years
Finance leases		2.5 years			2.6 years
Weighted average discount rate:
Operating leases (b)		5.8		%	5.9		%
Finance leases		5.0		%	5.6		%

(a)Presented net of accumulated depreciation.

(b)Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

The table below presents supplemental cash flow information related to leases (in millions):

	Six Months Ended
	June 30,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19	$	19
Operating cash flows from finance leases	—		—
Financing cash flows from finance leases	2		1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	5	$	8
Finance leases	1		5

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The table below presents maturities of lease liabilities as of June 30, 2021 (in millions):

	Operating Leases		Finance Leases
Six months ending December 31, 2021	$	17	$	1
2022	31		3
2023	30		2
2024	28		1
2025	24		—
Thereafter	49		—
Total minimum lease payments	179		7
Less: Amount of lease payments representing interest	(32)		(1)
Present value of future minimum lease payments	$	147	$	6

Due to the impact of COVID-19 during the second quarter of 2020, the Company decided to abandon the remaining portion of its administrative offices in New Jersey. The Company was also notified that Wyndham Hotels exercised its early termination rights under the sublease agreement for this building. As a result, the Company recorded $22 million of restructuring charges associated with non-lease components of the office space and $24 million of impairment charges associated with the write-off of right-of-use assets and furniture, fixtures and equipment for both the three and six months ended June 30, 2020.

16.    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 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, 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 $16 million and $13 million as of June 30, 2021 and December 31, 2020. Litigation 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, 2021, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to $36 million in excess of recorded accruals. Such reserves and potential exposure are exclusive of matters relating to the Company’s separation from Cendant, matters relating to the

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Spin-off, matters relating to the sale of the European vacation rentals business, and matters relating to the sale of the North American vacation rentals business, which are discussed in Note 23—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. As of June 30, 2021, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to an amount of $1 million.

GUARANTEES/INDEMNIFICATIONS

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, 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 maintains insurance coverage that may mitigate any potential payments.

Other Guarantees and Indemnifications

Vacation Ownership

The Company has committed to repurchase completed property located in Las Vegas, Nevada, from a third-party developer subject to such property meeting the Company’s vacation ownership resort standards and provided that the third-party developer has not sold such property to another party. See Note 8—Inventory for additional details.

For information on guarantees and indemnifications related to the Company’s former parent and subsidiaries see Note 23—Transactions with Former Parent and Former Subsidiaries.

17.    Accumulated Other Comprehensive (Loss)/Income

The components of accumulated other comprehensive loss are as follows (in millions):

	Foreign		Unrealized		Defined		Accumulated
	Currency		(Losses)/Gains		Benefit		Other
	Translation		on Cash Flow		Pension		Comprehensive
Pretax	Adjustments		Hedges		Plans		(Loss)/Income
Balance, December 31, 2020	$	(113)	$	(1)	$	—	$	(114)
Other comprehensive loss	(11)		—		—		(11)
Balance, June 30, 2021	$	(124)	$	(1)	$	—	$	(125)

Tax
Balance, December 31, 2020	$	97	$	1	$	—	$	98
Other comprehensive loss	—		—		—		—
Balance, June 30, 2021	$	97	$	1	$	—	$	98

Net of Tax
Balance, December 31, 2020	$	(16)	$	—	$	—	$	(16)
Other comprehensive loss	(11)		—		—		(11)
Balance, June 30, 2021	$	(27)	$	—	$	—	$	(27)

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	Foreign		Unrealized		Defined		Accumulated
	Currency		(Losses)/Gains		Benefit		Other
	Translation		on Cash Flow		Pension		Comprehensive
Pretax	Adjustments		Hedges		Plans		(Loss)/Income
Balance, December 31, 2019	$	(148)	$	(1)	$	1	$	(148)
Other comprehensive loss	(25)		—		—		(25)
Balance, June 30, 2020	$	(173)	$	(1)	$	1	$	(173)

Tax
Balance, December 31, 2019	$	95	$	1	$	—	$	96
Other comprehensive loss	—		—		—		—
Balance, June 30, 2020	$	95	$	1	$	—	$	96

Net of Tax
Balance, December 31, 2019	$	(53)	$	—	$	1	$	(52)
Other comprehensive loss	(25)		—		—		(25)
Balance, June 30, 2020	$	(78)	$	—	$	1	$	(77)

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.

18.    Stock-Based Compensation

The Company has a stock-based compensation plan available to grant RSUs, PSUs, Stock-settled appreciation rights (“SSARs”), NQs, and other stock-based awards to key employees, non-employee directors, advisors, and consultants.

The Wyndham Worldwide Corporation 2006 Equity and Incentive Plan was originally adopted in 2006 and was amended and restated in its entirety and approved by shareholders on May 17, 2018, (the “Amended and Restated Equity Incentive Plan”). Under the Amended and Restated Equity Incentive Plan, a maximum of 15.7 million shares of common stock may be awarded. As of June 30, 2021, 11.3 million shares remain available.

Incentive Equity Awards Granted by the Company

During the six months ended June 30, 2021, the Company granted incentive equity awards to key employees and senior officers totaling $33 million in the form of RSUs, $7 million in the form of PSUs, and $2 million in the form of stock options. Of these awards, the NQs and RSUs will vest ratably over a period of four years. The PSUs will cliff vest on the third anniversary of the grant date, contingent upon the Company achieving certain performance metrics.

During the six months ended June 30, 2020, the Company granted incentive equity awards to key employees and senior officers totaling $35 million in the form of RSUs, $8 million in the form of PSUs, and $8 million in the form of stock options.

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The activity related to incentive equity awards granted to the Company’s key employees and senior officers by the Company for the six months ended June 30, 2021, consisted of the following (in millions, except grant prices):

	Balance, December 31, 2020		Granted		Vested/Exercised		Forfeitures(a)		Balance, June 30, 2021
RSUs
Number of RSUs	1.6		0.5		(0.4)		—		1.7		(b)
Weighted average grant price	$	38.22	$	59.03	$	44.73	$	—	$	47.71
PSUs
Number of PSUs	0.3		0.1		—		—		0.4		(c)
Weighted average grant price	$	42.57	$	59.00	$	—	$	—	$	48.18
SSARs
Number of SSARs	0.2		—		(0.2)		—		—		(d)
Weighted average grant price	$	34.51	$	—	$	34.51	$	—	$	—
NQs (f)
Number of NQs	2.3		0.1		(0.1)		—		2.3		(e)
Weighted average grant price	$	44.15	$	59.00	$	44.50	$	—	$	45.32

(a)The Company recognizes forfeitures as they occur.

(b)Aggregate unrecognized compensation expense related to RSUs was $64 million as of June 30, 2021, which is expected to be recognized over a weighted average period of 2.8 years.

(c)There was no unrecognized compensation expense related to PSUs as these awards were not probable of vesting as of June 30, 2021. The maximum amount of compensation expense associated with these awards would be $8 million which would be recognized over a weighted average period of 2.5 years.

(d)As of June 30, 2021, all SSARs had been exercised and thus there was no unrecognized compensation expense.

(e)There were 0.9 million NQs which were exercisable as of June 30, 2021. These exercisable NQs will expire over a weighted average period of 7.4 years and carry a weighted average grant date fair value of $8.39. Unrecognized compensation expense for NQs was $10 million as of June 30, 2021, which is expected to be recognized over a weighted average period of 2.6 years.

(f)Upon exercise of NQs, the Company issues new shares to participants.

The fair values of stock options granted by the Company during 2021 were estimated on the date of grant using the Black-Scholes option-pricing model with the relevant weighted average assumptions outlined in the table below. 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 represents the period of time these awards are expected to be outstanding. The risk-free interest rate is 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.

Stock Options	2021	2020
Grant date fair value	$18.87	$7.27	-	$7.28
Grant date strike price	$59.00	$41.04
Expected volatility	44.80%	32.60%	-	32.88%
Expected life	6.25 years	6.25	-	7.50 years
Risk-free interest rate	1.09%	0.95%	-	1.03%
Projected dividend yield	3.12%	4.87%

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense of $9 million and $16 million during the three and six months ended June 30, 2021, and $7 million and $8 million during the three and six months ended June 30, 2020, related to incentive equity awards granted to key employees, senior officers, and non-employee directors.

The Company paid $9 million and $2 million of taxes for the net share settlement of incentive equity awards that vested during the six months ended June 30, 2021 and 2020.

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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 and recognized less than $1 million of compensation expense related to grants under this plan during the six months ended June 30, 2021 and 2020.

19.    Segment Information

The Company has two reportable segments: Vacation Ownership (formerly Wyndham Vacation Clubs) and Travel and Membership (formerly Panorama or Vacation Exchange). In connection with the Travel + Leisure brand acquisition the Company updated the names and composition of its reportable segments to better align with how the segments are managed. 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. The Travel and Membership segment operates a variety of travel businesses, including three vacation exchange brands, a home exchange network, travel technology platforms, travel memberships, and direct-to-consumer rentals. With the formation of Travel + Leisure Group the Company decided that the operations of its Extra Holidays business, which focuses on direct to consumer bookings, better aligns with the operations of this new business line and therefore transitioned the management of the Extra Holidays business to the Travel and Membership segment. As such, the Company reclassified the results of its Extra Holidays business, which was previously reported within the Vacation Ownership segment, into the Travel and Membership segment. This change is reflected in all periods reported. The reportable segments presented below represent the Company’s operating segments for which discrete financial information is available and which are utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management uses net revenues and Adjusted EBITDA to assess the performance of the reportable segments. Adjusted EBITDA is defined by the Company as Net income/(loss) 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 costs for acquisitions and divestitures, impairments, 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 liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels and Cendant, and the sale of the vacation rentals businesses. The Company believes that Adjusted EBITDA is a useful measure of performance for its segments which, when considered with GAAP measures, the Company believes 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.

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The following tables present the Company’s segment information (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Net revenues	2021		2020		2021		2020
Vacation Ownership	$	599	$	238	$	1,048	$	641
Travel and Membership	204		106		387		265
Total reportable segments	803		344		1,435		906
Corporate and other (a)	(6)		(1)		(10)		(5)
Total Company	$	797	$	343	$	1,425	$	901
	Three Months Ended				Six Months Ended
	June 30,				June 30,
Reconciliation of Net income/(loss) to Adjusted EBITDA	2021		2020		2021		2020
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	100	$	(298)
Loss on disposal of discontinued business, net of income taxes	2		—		2		—
Provision/(benefit) for income taxes	31		11		37		(33)
Depreciation and amortization	31		31		63		62
Interest expense	47		46		100		87
Interest (income)	(1)		(2)		(1)		(4)
Stock-based compensation	9		6		16		7
Legacy items	1		1		4		2
COVID-19 related costs (b)	1		26		2		38
Asset impairments (c)	—		38		—		48
Restructuring	—		23		(1)		25
Exchange inventory write-off	—		—		—		38
Adjusted EBITDA	$	193	$	16	$	322	$	(28)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
Adjusted EBITDA	2021		2020		2021		2020
Vacation Ownership	$	133	$	(12)	$	200	$	(87)
Travel and Membership	75		35		150		79
Total reportable segments	208		23		350		(8)
Corporate and other (a)	(15)		(7)		(28)		(20)
Total Company	$	193	$	16	$	322	$	(28)

(a)Includes the elimination of transactions between segments.

(b)Reflects severance and other employee costs associated with layoffs due to the COVID-19 workforce reduction offset in part by employee retention credits received in connection with the U.S. CARES Act, ARPA, and similar international programs for wages paid to certain employees despite having operations suspended. This amount does not include costs associated with idle pay.

(c)Includes $5 million of bad debt expense related to a note receivable for the three and six months ended June 30, 2020, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss).

Segment Assets (a)	June 30, 2021		December 31, 2020
Vacation Ownership	$	4,782	$	5,000
Travel and Membership	1,472		1,372
Total reportable segments	6,254		6,372
Corporate and other	385		1,241
Total Company	$	6,639	$	7,613

(a)Excludes investment in consolidated subsidiaries.

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20.    COVID-19 Related Items

During the three months ended June 30, 2021, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	(26)	$	—	$	—	$	(26)	Vacation ownership interest sales
Recoveries	10		—		—		10		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	1		—		—		1		COVID-19 related costs
Total COVID-19	$	(15)	$	—	$	—	$	(15)

During the six months ended June 30, 2021, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	(26)	$	—	$	—	$	(26)	Vacation ownership interest sales
Recoveries	10		—		—		10		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	1		—		1		2		COVID-19 related costs
Lease related	(1)		—		—		(1)		Restructuring
Total COVID-19	$	(16)	$	—	$	1	$	(15)

During the three months ended June 30, 2020, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Employee compensation related and other	$	32	$	5	$	8	$	45	COVID-19 related costs
Asset impairments	8		30		—		38		Asset impairments/ Operating expenses
Lease related	1		22		—		23		Restructuring
Total COVID-19	$	41	$	57	$	8	$	106

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During the six months ended June 30, 2020, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	225	$	—	$	—	$	225	Vacation ownership interest sales
Recoveries	(55)		—		—		(55)		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	51		5		11		67		COVID-19 related costs
Asset impairments	14		34		—		48		Asset impairments/ Operating expenses
Exchange inventory write-off	—		38		—		38		Operating expenses
Lease related	1		22		—		23		Restructuring
Total COVID-19	$	236	$	99	$	11	$	346

Allowance for loan losses - Due to the closure of resorts and sales centers and the economic downturn resulting from COVID-19 during the first quarter of 2020, the Company evaluated the potential impact of COVID-19 on its owners’ ability to repay their contract receivables and as a result of higher unemployment, the Company recorded a COVID-19 related allowance for loan losses. This allowance consisted of a $225 million COVID-19 related provision, which was reflected as a reduction to Vacation ownership interest sales and $55 million of estimated recoveries, which were reflected as a reduction to Cost/(recovery) of vacation ownership interests on the Condensed Consolidated Statements of Income/(Loss). The net negative impact of this COVID-19 related allowance on Adjusted EBITDA was $170 million for the six months ended June 30, 2020.

During the second quarter of 2021, the Company analyzed the adequacy of the COVID-19 related allowance consistent with past methodology, and due to the improvement in net new defaults the Company reduced this allowance resulting in a $26 million increase to Vacation ownership interest sales and a corresponding $10 million increase to Cost/(recovery) of vacation ownership interests on the Condensed Consolidated Statements of Income/(Loss). The net positive impact of this allowance release on Adjusted EBITDA was $16 million for the six months ended June 30, 2021. The Company will continue to monitor this reserve as more information becomes available. Refer to Note 7—Vacation Ownership Contract Receivables for additional details.

Employee compensation related and other - During the three and six months ended June 30, 2020, these costs included $39 million and $59 million related to severance and other employee costs resulting from the layoffs, salary and benefits continuation for certain employees while operations were suspended, and vacation payments associated with furloughed employees; and $6 million and $8 million of expenses during the three and six months ended June 30, 2020 related to renegotiating or exiting certain agreements and other professional fees; partially offset by $21 million of employee retention credits earned in connection with government programs, primarily the CARES Act.

In connection with these actions the Company recorded COVID-19 employee-related liabilities which are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets. The activity associated with these COVID-19 related liabilities is summarized as follows (in millions):

	Liability as of						Liability as of
	December 31, 2020		Costs Recognized		Cash Payments		June 30, 2021
COVID-19 employee-related	$	6	$	—	$	(5)	$	1
	$	6	$	—	$	(5)	$	1

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Asset impairments - During the three and six months ended June 30, 2020, the Company incurred $38 million and $48 million of COVID-19 related impairments. These impairments include $33 million and $44 million recorded within Asset impairments on the Condensed Consolidated Statements of Income/(Loss) during each period as discussed in Note 21—Impairments, and $5 million included in Operating expenses during the second quarter of 2020.

Exchange inventory write-off - During the six months ended June 30, 2020, the Company wrote-off $38 million of exchange inventory, which is included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss) as discussed in Note 8—Inventory.

Lease related - The Company also recognized $23 million of restructuring charges during the second quarter of 2020. This was driven by $22 million related to the New Jersey lease discussed in Note 22—Restructuring.

21.    Impairments

During the three and six months ended June 30, 2020, the Company recorded $33 million and $44 million of asset impairments, all of which were COVID-19 related. In the first quarter of 2020, there were $6 million of impairments at the Vacation Ownership segment related to prepaid development costs and undeveloped land and $4 million at the Travel and Membership segment related to the Love Home Swap trade name. In the second quarter of 2020, the Company recorded a $24 million impairment at the Travel and Membership segment related to the New Jersey lease discussed in Note 22—Restructuring and the associated furniture, fixtures and equipment, a $6 million impairment for equity investments held at the Travel and Membership segment, and a $3 million impairment at the Vacation Ownership segment related to lease assets and furniture, fixtures and equipment. These impairments are included within the Asset impairments on the Condensed Consolidated Statements of Income/(Loss).

There were no impairment charges for the three and six months ended June 30, 2021.

22.    Restructuring

2020 Restructuring Plans

During 2020, the Company recorded $37 million of restructuring charges, $36 million of which were COVID-19 related. Due to the impact of COVID-19, the Company decided in the second quarter of 2020 to abandon the remaining portion of its administrative offices in New Jersey. The Company was notified in the second quarter of 2020 that Wyndham Hotels exercised its early termination rights under the sublease agreement. As a result, the Company recorded $22 million of restructuring charges associated with non-lease components of the office space and $24 million of impairment charges associated with the write-off of right-of-use assets and furniture, fixtures and equipment at its Travel and Membership segment. The Company also recognized $12 million of lease-related charges due to the renegotiation of an agreement and $2 million of facility-related restructuring charges associated with closed sales centers at its Vacation Ownership segment. The Travel and Membership segment additionally recognized $1 million in employee-related expenses associated with the consolidation of a shared service center. During 2020, the Company reduced its restructuring liability by $12 million of cash payments. The remaining 2020 restructuring liability of $27 million is expected to be paid by the end of 2029.

The Company implemented other restructuring plans prior to 2020. The remaining liability of less than $1 million as of June 30, 2021, is mostly personnel-related and is expected to be paid by the end of 2021.

The activity associated with the Company’s restructuring plans is summarized as follows (in millions):

	Liability as of										Liability as of
	December 31, 2020		Costs Recognized			Cash Payments		Other			June 30, 2021
Personnel-related	$	1	$	—		$	(1)	$	—		$	—
Facility-related	23		—			—		—			23
Marketing-related	2		(1)		(a)	—		3		(b)	4
	$	26	$	(1)		$	(1)	$	3		$	27

(a)Includes $1 million reversal of expense related to the reimbursement of prepaid licensing fees that were previously written-off at the Vacation Ownership segment.

(b)Includes $2 million reimbursement of termination payments and $1 million reimbursement of license fees at the Vacation Ownership segment.

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23.    Transactions with Former Parent and Former Subsidiaries

Matters Related to Cendant

Pursuant to the Separation and Distribution Agreement with Cendant (the Company’s former parent company), the Company entered into certain guarantee commitments with Cendant and Cendant’s former subsidiary, Realogy. These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and Cendant contingent and other corporate liabilities, of which Wyndham Worldwide Corporation assumed 37.5% of the responsibility while Cendant’s former subsidiary Realogy is responsible for the remaining 62.5%. In connection with the Spin-off, Wyndham Hotels agreed to retain one-third of Cendant’s contingent and other corporate liabilities and associated costs; therefore, Travel + Leisure is effectively responsible for 25% of such matters subsequent to the separation. Since Cendant’s separation, Cendant has settled the majority of the lawsuits that were pending on the date of the separation.

As of June 30, 2021, the Cendant separation and related liabilities of $13 million are comprised of $12 million for tax related liabilities and $1 million for other contingent and corporate liabilities. As of December 31, 2020, the Company had $13 million of Cendant separation-related 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 entered into several agreements with Wyndham Hotels that govern the relationship of the parties following the separation including the Separation and Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement and the License, Development and Noncompetition Agreement.

On January 4, 2021, the Company and Wyndham Hotels entered into a letter agreement 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 these agreements governing the relationship between Travel + Leisure and Wyndham Hotels, Travel + Leisure assumed two-thirds and Wyndham Hotels assumed one-third of certain contingent corporate liabilities of the Company incurred prior to the distribution, 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 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 or accrued prior to the distribution.

Travel + Leisure entered into a transition service agreement with Wyndham Hotels, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, tax, information technology, information management and related services, treasury, finance, sourcing, and employee benefits administration on an interim, transitional basis. For both the three and six months ended June 30, 2020, transition service agreement expenses were less than $1 million and included within General and administrative expense on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in 2020.

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 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 pound sterling of $46 million. The estimated fair value of the guarantee was $22 million as of June 30, 2021. The Company maintains a $7 million receivable from Wyndham Hotels for its portion of the guarantee.

In addition, the Company agreed to indemnify Awaze against certain claims and assessments, including income tax, value-added tax and other tax matters, related to the operations of the European vacation rentals business for the periods prior to

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the transaction. The estimated fair value of the indemnifications was $42 million at June 30, 2021. The Company has a $14 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 an approximate $81 million on a perpetual basis. These guarantees totaled $39 million at June 30, 2021. Travel + Leisure is responsible for two-thirds of these guarantees.

As part of this agreement Wyndham Hotels is required to maintain minimum credit ratings which increased to Ba1 for Moody’s Investors Services, Inc. (“Moody’s”) and BB+ for Standard & Poor’s Rating Services (“S&P”) on May 9, 2020. In April 2020, S&P downgraded Wyndham Hotels’ credit rating from BB+ to BB. Although any ultimate exposure relative to indemnities retained from the European vacation rentals sale will be shared two-thirds by Travel + Leisure and one-third by Wyndham Hotels, as the selling entity, Travel + Leisure is responsible for administering additional security to enhance corporate guarantees in the event either company falls below a certain credit rating threshold. As a result of the Wyndham Hotels credit ratings downgrade, during 2020, the Company posted a £58 million surety bond and a £36 million letter of credit ($80 million and $49 million as of June 30, 2021) which will be maintained until such time that either companies’ S&P and Moody’s credit rating improves to BB+/Ba1.

The estimated fair value of the guarantees and indemnifications for which Travel + Leisure is responsible related to the sale of the European vacation rentals business at June 30, 2021, including the two-thirds portion related to guarantees provided by Wyndham Hotels, totaled $90 million and was recorded in Accrued expenses and other liabilities and total receivables of $21 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.

During 2019, Awaze proposed certain post-closing adjustments of $44 million which could serve to reduce the net consideration received from the sale of the European vacation rentals business. The Company finds no basis for such adjustments. In the third quarter of 2020, Awaze filed a claim in the English court. The Company filed its defense on September 25, 2020, in which it denied that any sum was due.

Travel + Leisure entered into a transition service agreement with Awaze, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, tax, information technology, information management and related services, treasury, finance, and sourcing on an interim, transitional basis. During both the three and six months ended June 30, 2020, transition service agreement expenses were less than $1 million and transition service agreement income was less than $1 million. Transition service agreement expenses were included in General and administrative expense and transition service income was included in Net revenues on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in 2020.

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 (“Vacasa”) against certain claims and assessments, including income tax and other tax matters related to the operations of the North American vacations rentals business for the periods prior to the transaction. 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 at June 30, 2021.

In connection with the sale of the North American vacations rentals business in the fourth quarter of 2019, the Company entered into a transition service agreement with Vacasa, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, information technology, information management and related services, treasury, and finance on an interim, transitional basis. During the six months ended June 30, 2021, transition service agreement expenses were less than $1 million and transition service agreement income was less than $1 million. During both the three and six months ended June 30, 2020, transition service agreement expenses were $1 million and transition service agreement income was $1 million. Transition service agreement expenses were included in General and administrative expense and transition service income was included in Other revenue on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in February 2021.

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24.    Related Party Transactions

In March 2019, the Company entered into an agreement with a former executive of the Company whereby the former executive through an SPE would develop and construct VOI inventory located in Orlando, Florida. On July 8, 2020, the Company acquired the completed vacation ownership property for $45 million. This agreement was subsequently amended increasing the purchase to $47 million.

The Company occasionally sublets an aircraft from its former CEO and current Chairman of the Board of Directors for business travel through a timesharing arrangement. The Company incurred less than $1 million of expenses as of June 30, 2020 and did not sublet the aircraft during the six months ended June 30, 2021.

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Item 2. 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,” “continue,” “future” 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” 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, uncertainty with respect to our ability to realize the benefits of the Travel + Leisure acquisition; the scope and duration of the novel coronavirus global pandemic (“COVID-19”), any resurgences and the pace of recovery; the timing of the widespread distribution of an effective vaccine or treatment for COVID-19; the potential impact of governmental, business and individuals’ actions in response to the COVID-19 pandemic and our related contingency plans, including reductions in investment in our business, vacation ownership interest sales and tour flow, and consumer demand and liquidity; our ability to comply with financial and restrictive covenants under our indebtedness and our ability to access capital on reasonable terms, at a reasonable cost or at all; our ability and the ability of Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels”) to maintain credit ratings; general economic conditions and unemployment rates, the performance of the financial and credit markets, the competition in and the economic environment for the leisure travel industry; risks associated with employees working remotely or operating with a reduced workforce; the impact of war, terrorist activity, political strife, severe weather events and other natural disasters, and pandemics (including COVID-19) or threats of pandemics; operating risks associated with the Vacation Ownership and Travel and Membership segments; uncertainties related to strategic transactions, including the spin-off of our hotels business, Wyndham Hotels, and any potential impact on our relationships with our customers, suppliers, employees and others with whom we have relationships, and possible disruption to our operations; our ability to execute on our strategy; the timing and amount of future dividends and share repurchases, if any, 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, 2020, filed with the SEC on February 24, 2021. 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 and operate our business in the following two segments:

•Vacation Ownership (formerly Wyndham Vacation Clubs)—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 Wyndham Destinations business line. The following brands operate under the Wyndham Destinations business line: Club Wyndham, WorldMark by Wyndham, Shell Vacations Club, Margaritaville Vacation Club by Wyndham, and Presidential Reserve by Wyndham.

•Travel and Membership (formerly Panorama or Vacation Exchange)—operates a variety of travel businesses, including three vacation exchange brands, a home exchange network, travel technology platforms, travel memberships, and direct-to-consumer rentals. This segment is comprised of our Panorama and Travel + Leisure Group business lines. The following brands operate under the Panorama business line: RCI, Panorama Travel Solutions, Alliance Reservations Network (“ARN”), 7Across, The Registry Collection, and Love Home Swap. The Travel + Leisure Group operates the BookTandL.com, Travel + Leisure Travel Clubs, and Extra Holidays brands.

Travel + Leisure Brand Acquisition

On January 5, 2021, Wyndham Destinations, Inc. acquired the Travel + Leisure brand and related assets from Meredith Corporation (“Meredith”) for $100 million, of which we paid $35 million at closing and an additional $20 million during the second quarter of 2021. The remaining payments are to be completed by June 2024. This acquisition included Travel + Leisure’s travel clubs and their nearly 60,000 members. The transaction created a strategic alliance between Travel + Leisure Co. and Meredith, with Meredith continuing to operate and monetize Travel + Leisure’s multi-platform media assets across multiple channels under a 30-year royalty-free, renewable licensing relationship. In connection with this acquisition, on February 17, 2021, Wyndham Destinations, Inc. was renamed Travel + Leisure Co. and continues to trade on the New York Stock Exchange under the new ticker symbol TNL.

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In connection with the Travel + Leisure brand acquisition we updated the names and composition of our reportable segments to better align with how they are managed. We created the Travel + Leisure Group which falls under the Travel and Membership segment along with the Panorama business line. With the formation of Travel + Leisure Group, we decided that the operations of our Extra Holidays business, which focuses on direct to consumer bookings, better aligns with the operations of this new business line and therefore transitioned the management of our Extra Holidays business to the Travel and Membership segment. As such, we reclassified the results of our Extra Holidays business, which were previously reported within the Vacation Ownership segment, into the Travel and Membership segment.

Impact of COVID-19 on Our Business

The results of operations for the three and six months ended June 30, 2021 and 2020 include impacts related to the novel coronavirus global pandemic (“COVID-19”), which have been significantly negative for the travel industry, our company, our customers, and our employees.

Our response to COVID-19 initially focused on the health and safety of our owners, members, guests, and employees when we closed the majority of our resorts and sales centers in early 2020. As a result, we significantly reduced our workforce and furloughed thousands of employees. As of June 30, 2021, we had reopened 96% of our resorts and 95% of the sales offices we expect to reopen. We estimate that the remaining suspended resorts and sales offices that we intend to reopen will resume operations in 2021. As a result of reopening substantially all of our resorts, the majority of furloughed employees have returned to work.

Given the significant impacts of COVID-19 on our business, our revenues have been negatively impacted. While revenues have begun to recover, not all product and service lines have yet reached pre-pandemic levels, and we believe that COVID-19 will continue to have an adverse effect on our financial condition and results of operations in the near term. With the recent increase in consumer confidence, reduction in travel restrictions, and faster than anticipated vaccine roll-out, we are seeing a positive inflection in travel sentiment that we expect will continue the strong recovery we are experiencing in summer travel.

Similar to the impact on revenue, COVID-19 also had a significant impact on our expenses. During the three and six months ended June 30, 2020, we incurred $106 million and $346 million of COVID-19 related charges. During the three and six months ended June 30, 2021 we reversed $15 million of COVID-19 charges, primarily due to the COVID-19 related allowance for loan losses on vacation ownership contract receivables (“VOCRs”). We believe our COVID-19 related expenses will continue to be at a significantly lower level in 2021 compared to 2020. See Note 20—COVID-19 Related Items to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details on the impact COVID-19 had on our business.

Included in the $346 million of COVID-19 related charges during the six months ended June 30, 2020 was a $225 million COVID-19 related loan loss provision recorded as a result of our evaluation of the impact of COVID-19 on our owners’ ability to repay their VOCRs. As we began to see an improvement in net new defaults and lower than expected unemployment rates, we reduced this provision by $20 million in the fourth quarter of 2020. During the second quarter of 2021, we further reduced this provision by $26 million as a result of continued improvement in net new defaults.

As of June 30, 2021, given the significant amount of government assistance provided to consumers during the pandemic, we expect default risk to remain elevated for the next six to nine months as those programs expire. If unemployment rates or our collection experience for our VOCRs differ significantly from current expectations, we may need to further increase or decrease our allowance for loan losses for VOCRs.

As a precautionary measure to enhance liquidity during the pandemic, in the first quarter of 2020, we drew down our $1.0 billion revolving credit facility and suspended share repurchase activity. In the third quarter of 2020, we amended the credit agreement governing our revolving credit facility and term loan B, which provides financial covenant flexibility during the relief period spanning from July 15, 2020 through April 1, 2022 (the “Relief Period”) or upon our earlier termination. Although we are currently prohibited from using cash for share repurchases during the Relief Period, we maintain our ability to pay dividends and make investments in our business. During 2021 we repaid our $1.0 billion revolving credit facility and our $250 million 5.625% secured notes which came due in March 2021. See Note 10—Debt to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.

During 2020 we successfully executed $900 million of timeshare receivables financing and issued $650 million of senior secured notes due 2026 with an interest rate of 6.625%. In the first quarter of 2021 we closed on a $500 million securitization financing at a more favorable cost than any securitization transaction we have completed in the past. These transactions reinforce our expectation that we will be able to maintain adequate liquidity.

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As part of our reopening strategy, we focused on higher margin owner business by leveraging our owner upgrade pipeline. Prior to the impacts of COVID-19, just under 40% of our sales transactions were to lower margin new owners as compared to 30% in the second quarter of 2021.

We also raised our credit standards and no longer market to sub-640 Fair Isaac Corporation (“FICO”) scores, which we expect will continue to strengthen our receivables portfolio going forward. Additionally, we closed certain unprofitable marketing and sales locations and shifted marketing channels and resources to our most productive channels. All of these changes were designed to result in higher volume per guest (“VPG”), which is a measure of sales efficiency and is strongly correlated to profitability.

For certain of the events, uncertainties, trends, and risks associated with the impact of the COVID-19 pandemic on our future results and financial condition, see “Risks Related to the COVID-19 Pandemic” included in Part 1A in the Annual Report filed on Form 10-K with the SEC on February 24, 2021.

RESULTS OF OPERATIONS

We have two reportable segments: Vacation Ownership (formerly Wyndham Vacation Clubs) and Travel and Membership (formerly Panorama or Vacation Exchange). In connection with the Travel + Leisure brand acquisition and creation of the Travel + Leisure Group business line, we decided that the operations of our Extra Holidays business, which focuses on direct to consumer bookings, better aligns with the operations of the new Travel + Leisure Group business line and therefore transitioned the management of this business to the Travel and Membership segment. As such, we reclassified the results of our Extra Holidays business, which was previously reported within the Vacation Ownership segment, into the Travel and Membership segment. This change is reflected in all periods reported. The reportable segments presented below represent our operating segments for which discrete financial information is available and which are utilized on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying the reportable segments, we also consider the nature of services provided by our operating segments. Management uses net revenues and Adjusted EBITDA to assess the performance of the reportable segments. We define Adjusted EBITDA as Net income/(loss) 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 costs for acquisitions and divestitures, impairments, 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 liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels and Cendant, and the sale of the vacation rentals businesses. We believe that Adjusted EBITDA is a useful measure of performance for our segments which, when considered with GAAP measures, we believe gives a more complete understanding of our operating performance. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

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OPERATING STATISTICS

The table below presents our operating statistics for the three months ended June 30, 2021 and 2020. These operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses. Refer to the Three Months Ended June 30, 2021 vs. Three Months Ended June 30, 2020 section for a discussion on how these operating statistics affected our business for the periods presented.

	Three Months Ended June 30,
	2021		2020		% Change (h)
Vacation Ownership
Gross VOI sales (in millions) (a) (i)	$	383	$	18	NM
Tours (in 000s) (b)	117		6		NM
Volume Per Guest (“VPG”) (c)	$	3,151	NM		NM
Travel and Membership (d)
Transactions (in 000s) (e)
Exchange	314		72		339.9
Non-exchange	210		44		374.5
Total transactions	524		116		353.1
Revenue per transaction(f)
Exchange	$	331	$	540	(38.6)
Non-exchange	$	231	$	133	74.3
Total revenue per transaction	$	291	$	384	(24.2)
Average number of members (in 000s) (g)	3,582		3,799		(5.7)

NM     Not Meaningful

(a)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 provide 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.

(b)Represents the number of tours taken by guests in our efforts to sell VOIs.

(c)VPG is calculated by dividing Gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) by the number of tours. 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’ tour selling efforts during a given reporting period.

(d)Includes the impact from acquisitions from the acquisition dates forward.

(e)Represents the number of vacation bookings recognized as revenue during the period, net of cancellations.

(f)Represents transactional revenue divided by transactions.

(g)Represents paid members in our vacation exchange programs who are current on their annual membership dues or within the allowed grace period.

(h)Percentage of 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 June 30, 2021 and 2020 (in millions):

	2021		2020
Vacation ownership interest sales, net	$	294	$	(13)
Loan loss provision	33		30
Gross VOI sales, net of Fee-for-Service sales	327		17
Fee-for-Service sales (1)	56		1
Gross VOI sales	$	383	$	18

(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. There were $29 million and less than $1 million Fee-for-Service commission revenues for the three months ended June 30, 2021 and 2020. These commissions are reported within Service and membership fees on the Condensed Consolidated Statements of Income/(Loss) included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Our 2020 operating statistics include the impacts of COVID-19 which were significantly negative for the travel industry, our company, our customers, and our employees. In response to COVID-19, our Vacation Ownership segment temporarily closed its resorts in mid-March 2020 across the globe and suspended its sales and marketing operations. These closures resulted in lower tours which negatively impacted gross VOI sales. In our Travel and Membership segment, affiliate resort closures and regional travel restrictions contributed to decreased bookings and increased cancellations, which resulted in lower transactions and revenue per transaction during 2020. Given the pace of COVID-19 vaccinations in the U.S., reduced travel restrictions, increased consumer confidence and pent-up leisure travel demand, we experienced significant improvements in VOI sales, VPG, and the number of Travel and Membership transactions, finishing the first half of 2021 with increased momentum in

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these areas; however, not all product and service lines have yet returned to pre-pandemic levels. We expect the impact of COVID-19 on our operating statistics to continue in 2021; however we do not expect to incur the level of COVID-19 expenses in 2021 that we did in 2020.

THREE MONTHS ENDED JUNE 30, 2021 VS. THREE MONTHS ENDED JUNE 30, 2020

Our consolidated results are as follows (in millions):

	Three Months Ended June 30,
	2021		2020		Favorable/(Unfavorable)
Net revenues	$	797	$	343	$	454
Expenses	646		457		(189)
Operating income/(loss)	151		(114)		265
Other (income), net	—		(5)		(5)
Interest expense	47		46		(1)
Interest (income)	(1)		(2)		(1)
Income/(loss) before income taxes	105		(153)		258
Provision for income taxes	31		11		(20)
Net income/(loss) from continuing operations	74		(164)		238
Loss on disposal of discontinued business, net of income taxes	(2)		—		(2)
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	236

Net revenues increased $454 million for the three months ended June 30, 2021, compared with the same period last year. In the second quarter of 2021, we analyzed the adequacy of the COVID-19 related allowance consistent with past methodology, and as a result of the improvements in net new defaults we released $26 million of the COVID-19 related provision which positively impacted revenues and recorded a corresponding $10 million increase in cost of vacation ownership interests representing the associated reduction in estimated recoveries. The net positive impact of the COVID-19 related allowance release on Adjusted EBITDA was $16 million.

Revenue growth of $449 million (130.9%) was favorably impacted by foreign currency of $5 million (1.5%). Excluding the impacts of foreign currency and the COVID-19 related provision release discussed above, the remaining revenue increase was primarily the result of:

•$332 million of increased revenues at our Vacation Ownership segment primarily due to an increase in gross VOI sales, property management revenues, and commission revenues driven by the positive impact of our operations being open during the current year compared to resort closures and suspended sales and marketing activities due to COVID-19 during the prior year; partially offset by a decrease in consumer financing revenues driven by a lower average portfolio balance; and

•$96 million of increased revenues at our Travel and Membership segment driven by higher vacation transaction revenues primarily due to increased leisure travel demand in the current year compared to the prior year, which was negatively impacted by lower bookings and higher cancellations due to COVID-19; partially offset by a decrease in subscription revenues driven by lower new owner sales in the timeshare industry.

Expenses increased $189 million for the three months ended June 30, 2021, compared with the same period last year. The increase in expenses of $184 million (40.3%) was unfavorably impacted by foreign currency of $5 million (1.1%). Excluding the foreign currency impact, the increase in expenses was primarily the result of:

•$65 million increase in sales and commission expenses primarily due to higher gross VOI sales;

•$60 million increase in marketing costs in support of increased revenue;

•$58 million increase in the cost of VOIs sold primarily due to higher gross VOI sales and a $10 million reduction in estimated recoveries related to the partial reversal of our COVID-19 related provision;

•$53 million increase in operating costs in support of higher Travel and Membership revenues;

•$33 million increase in property management expenses due to higher management fees and reimbursable expenses;

•$25 million increase in general and administrative expenses primarily due to higher employee-related costs; and

•$21 million increase in commission expense as a result of higher Fee-for-Service VOI sales.

These increases were partially offset by:

•$104 million decrease in COVID-19 related costs including employee compensation related costs ($43 million); impairments ($38 million); and restructuring charges ($23 million); and

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•$15 million decrease in maintenance fees on unsold inventory primarily due to the resumption of our sales and marketing operations.

Other income, net of other expenses decreased by $5 million for the three months ended June 30, 2021, compared with the same period last year, primarily due to lower business interruption recoveries in 2021.

Our effective tax rates were 29.5% and (7.2)% during the three months ended June 30, 2021 and 2020. The change in the effective tax rate was significantly impacted by COVID-19, which led to a mix of earnings in higher tax rate jurisdictions and losses in lower tax rate jurisdictions that significantly reduced our overall effective tax rate in 2020. In addition, the effective tax rate for the three months ended June 30, 2021 increased due to additions to certain unrecognized tax benefits and remeasurement of net deferred tax liabilities as a result of changes in certain state and foreign tax rates.

As a result of these items, Net income attributable to Travel + Leisure shareholders was $72 million for the three months ended June 30, 2021 as compared to a Net loss attributable to Travel + Leisure shareholders of $164 million the same period last year.

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Our segment results are as follows (in millions):

	Three Months Ended
	June 30,
Net revenues	2021		2020
Vacation Ownership	$	599	$	238
Travel and Membership	204		106
Total reportable segments	803		344
Corporate and other (a)	(6)		(1)
Total Company	$	797	$	343
	Three Months Ended
	June 30,
Reconciliation of Net income to Adjusted EBITDA	2021		2020
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)
Loss on disposal of discontinued business, net of income taxes	2		—
Provision for income taxes	31		11
Depreciation and amortization	31		31
Interest expense	47		46
Interest (income)	(1)		(2)
Stock-based compensation	9		6
Legacy items	1		1
COVID-19 related costs (b)	1		26
Asset impairments (c)	—		38
Restructuring	—		23
Adjusted EBITDA	$	193	$	16
	Three Months Ended
	June 30,
Adjusted EBITDA	2021		2020
Vacation Ownership	$	133	$	(12)
Travel and Membership	75		35
Total reportable segments	208		23
Corporate and other (a)	(15)		(7)
Total Company	$	193	$	16

(a)Includes the elimination of transactions between segments.

(b)Reflects severance and other costs associated with layoffs due to the COVID-19 workforce reduction offset in part by employee retention credits received in connection with the U.S. Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the American Rescue Plan Act of 2021 (“ARPA”), and similar international programs for wages paid to certain employees despite having operations suspended. This amount does not include costs associated with idle pay.

(c)Includes $5 million of bad debt expense related to a note receivable for the three months ended June 30, 2020, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss) included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Vacation Ownership

Net revenues increased $361 million and Adjusted EBITDA increased $145 million during the three months ended June 30, 2021, compared with the same period of 2020. The net revenue growth of $358 million (150.4%) was favorably impacted by foreign currency of $3 million (1.3%) and the total Adjusted EBITDA growth of $144 million (1,200.0%) was favorably impacted by foreign currency of $1 million (8.3%).

The net revenue increase excluding the impact of foreign currency was primarily driven by:

•$308 million increase in gross VOI sales, net of Fee-for-Service sales, due to the ongoing recovery of our operations from the impact of COVID-19;

•$37 million increase in property management revenues primarily due to higher management fees and reimbursable revenues; and

•$29 million increase in commission revenues as a result of higher Fee-for-Service VOI sales.

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These increases were partially offset by:

•$16 million decrease in consumer financing revenues primarily due to a lower average portfolio balance; and

•$3 million increase in our provision for loan losses inclusive of a $26 million reduction of our COVID-19 related provision.

In addition to the drivers above, Adjusted EBITDA excluding the impact of foreign currency was further impacted by:

•$65 million increase in sales and commission expenses due to higher gross VOI sales;

•$58 million increase in the cost of VOIs sold primarily due to higher gross VOI sales and a $10 million reduction in estimated recoveries related to the partial reversal of our COVID-19 related provision;

•$55 million increase in marketing costs in support of increased revenue;

•$33 million increase in property management expenses primarily due to higher management fees and reimbursable expenses;

•$21 million increase in commission expense as a result of higher Fee-for-Service VOI sales; and

•$15 million increase in general and administrative expenses primarily due to higher employee-related costs.

These increases were partially offset by:

•$19 million decrease in COVID-19 related costs associated with workforce reductions in 2020; and

•$15 million decrease in maintenance fees on unsold inventory primarily due to the resumption of our sales and marketing operations.

Travel and Membership

Net revenues increased $98 million and Adjusted EBITDA increased $40 million during the three months ended June 30, 2021, compared with the same period of 2020. The revenue growth of $96 million (90.6%) was favorably impacted by foreign currency of $2 million (1.9%). The Adjusted EBITDA growth of $41 million (117.1%) was unfavorably impacted by foreign currency of $1 million (2.9%).

Increases in net revenues excluding the impact of foreign currency were driven by:

•$99 million increase in transaction revenue driven by an increase in vacation transactions booked compared to the prior year, due to the ongoing recovery of our operations from the impact of COVID-19; partially offset by

•$3 million decrease in subscription revenue due to a 5.7% decrease in the average member count in our exchange business driven by lower new owner sales in the timeshare industry.

In addition to the drivers above, Adjusted EBITDA, excluding the impact of foreign currency was further impacted by:

•$42 million increase in cost of sales, primarily in support of increased non-exchange transactional revenue; and

•$13 million increase in marketing and other operational costs in support of increased revenues.

Corporate and other

Corporate Adjusted EBITDA decreased $8 million for the three months ended June 30, 2021 compared to 2020 and was not materially impacted by foreign currency. The decrease in Adjusted EBITDA was primarily due to higher employee-related costs.

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SIX MONTHS ENDED JUNE 30, 2021 VS. SIX MONTHS ENDED JUNE 30, 2020

Our consolidated results are as follows (in millions):

	Six Months Ended June 30,
	2021		2020		Favorable/(Unfavorable)
Net revenues	$	1,425	$	901	$	524
Expenses	1,188		1,156		(32)
Operating income/(loss)	237		(255)		492
Other (income), net	(1)		(7)		(6)
Interest expense	100		87		(13)
Interest (income)	(1)		(4)		(3)
Income/(loss) before income taxes	139		(331)		470
Provision/(benefit) for income taxes	37		(33)		(70)
Net income/(loss) from continuing operations	102		(298)		400
Loss on disposal of discontinued business, net of income taxes	(2)		—		(2)
Net income/(loss) attributable to Travel + Leisure shareholders	$	100	$	(298)	$	398

Net revenues increased $524 million for the six months ended June 30, 2021 compared with the same period last year. In the first quarter of 2020 and in anticipation of increased defaults due to the impacts of COVID-19 we recorded a $225 million COVID-19 related provision which negatively impacted revenues and a corresponding $55 million benefit to cost of vacation ownership interests, representing estimated recoveries related to this provision. These adjustments negatively impacted prior year adjusted EBITDA by $170 million. In the second quarter of 2021, we analyzed the adequacy of the COVID-19 related allowance consistent with past methodology, resulting in a $26 million release of the COVID-19 related provision, which positively impacted revenues, and a corresponding $10 million increase in cost of vacation ownership interests representing the associated reduction in estimated recoveries. The net positive impact of the COVID-19 related allowance release on Adjusted EBITDA was $16 million.

Total revenue growth of $514 million (57.0%) was favorably impacted by foreign currency of $10 million (1.1%). Excluding the impacts of foreign currency and the COVID-19 related provision adjustments discussed above, the increase in net revenues was primarily the result of:

•$149 million of increased revenues at our Vacation Ownership segment primarily due to an increase in gross VOI sales, higher commission and property management revenues driven by the positive impact of our operations being open during the current year compared to resort closures and suspended sales and marketing activities due to COVID-19 during the prior year; partially offset by a decrease in consumer financing revenues driven by a lower average portfolio balance; and

•$119 million of increased revenues at our Travel and Membership segment driven by higher vacation transaction revenues primarily due to increased leisure travel demand in the current year compared to the prior year, which was negatively impacted by lower bookings and higher cancellations due to COVID-19, partially offset by a decrease in subscription revenues driven by lower new owner sales in the timeshare industry.

Expenses increased $32 million for the six months ended June 30, 2021 compared with the same period last year. The increase in expenses of $23 million (2.0%) was unfavorably impacted by foreign currency of $9 million (0.8%). Excluding the foreign currency impact, the increase in expenses was primarily the result of:

•$109 million increase in the cost of VOIs sold primarily due to the absence of a $55 million benefit recorded in the prior year representing estimated recoveries related to the COVID-19 related provision, higher gross VOI sales, and a $10 million increase associated with the COVID-19 related provision release in the current year;

•$55 million increase in operating costs in support of higher Travel and Membership revenues;

•$29 million increase in sales and commission expenses primarily due to higher gross VOI sales; and

•$21 million increase in general and administrative expenses primarily due to higher employee-related costs.

These increases were partially offset by:

•$176 million decrease in COVID-19 related costs including employee compensation related costs ($65 million); impairments ($48 million); the write-down of exchange inventory ($38 million) and restructuring charges ($25 million).

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Other income, net of other expenses decreased by $6 million for the six months ended June 30, 2021 compared with the same period last year, primarily due to lower business interruption recoveries in 2021.

Interest expense increased $13 million for the six months ended June 30, 2021 compared with the same period last year primarily due to interest on the $650 million 6.625% secured notes issued during the third quarter of 2020.

Our effective tax rates were 26.6% and 10.0% for the six months ended June 30, 2021 and 2020. The change in the effective tax rate was significantly impacted by COVID-19, which led to a mix of earnings in higher tax rate jurisdictions and losses in lower tax rate jurisdictions that significantly reduced our overall effective tax rate in 2020.

As a result of these items, Net income attributable to Travel + Leisure shareholders was $100 million for the six months ended June 30, 2021, as compared to a Net loss attributable to Travel + Leisure shareholders of $298 million during the same period last year.

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Our segment results are as follows (in millions):

	Six Months Ended
	June 30,
Net Revenues	2021		2020
Vacation Ownership	$	1,048	$	641
Travel and Membership	387		265
Total reportable segments	1,435		906
Corporate and other (a)	(10)		(5)
Total Company	$	1,425	$	901
	Six Months Ended
	June 30,
Reconciliation of Net income to Adjusted EBITDA	2021		2020
Net income/(loss) attributable to Travel + Leisure shareholders	$	100	$	(298)
Loss on disposal of discontinued business, net of income taxes	2		—
Provision/(benefit) for income taxes	37		(33)
Depreciation and amortization	63		62
Interest expense	100		87
Interest (income)	(1)		(4)
Stock-based compensation	16		7
Legacy items	4		2
COVID-19 related costs (b)	2		38
Asset impairments (c)	—		48
Restructuring	(1)		25
Exchange inventory write-off	—		38
Adjusted EBITDA	$	322	$	(28)
	Six Months Ended
	June 30,
Adjusted EBITDA	2021		2020
Vacation Ownership	$	200	$	(87)
Travel and Membership	150		79
Total reportable segments	350		(8)
Corporate and other (a)	(28)		(20)
Total Company	$	322	$	(28)

(a)Includes the elimination of transactions between segments.

(b)Reflects severance and other employee costs associated with layoffs due to the COVID-19 workforce reduction offset in part by employee retention credits received in connection with the U.S. CARES Act, ARPA, and similar international programs for wages paid to certain employees despite having operations suspended. This amount does not include costs associated with idle pay.

(c)Includes $5 million of bad debt expense related to a note receivable for the six months ended June 30, 2021, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss) included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Vacation Ownership

Net revenues increased $407 million and Adjusted EBITDA increased $287 million during the six months ended June 30, 2021 compared with the same period of 2020. The net revenue growth of $400 million (62.4%) was favorably impacted by foreign currency of $7 million (1.1%) and the total Adjusted EBITDA growth of $285 million (327.6%) was favorably impacted by foreign currency of $2 million (2.3%).

The net revenue increase excluding the impact of foreign currency was primarily driven by:

•$275 million decrease in our provision for loan losses primarily due to the COVID-19 related provision adjustments ($225 million provision recorded in the first quarter of 2020 and a $26 million reversal in the second quarter of 2021);

•$110 million increase in gross VOI sales, net of Fee-for-Service sales, due to the ongoing recovery of our operations from the impact of COVID-19;

•$38 million increase in commission revenues as a result of higher Fee-for-Service VOI sales; and

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•$23 million increase in property management revenues primarily due to higher management fees and reimbursable revenues.

These increases were partially offset by a $45 million decrease in consumer financing revenues primarily due to a lower average portfolio balance.

In addition to the drivers above, Adjusted EBITDA excluding the impact of foreign currency was further impacted by:

•$109 million increase in the cost of VOIs sold primarily due to the absence of a $55 million benefit recorded in the first quarter of 2020 representing estimated recoveries related to the COVID-19 related provision, higher gross VOI sales, and a $10 million reduction in estimated recoveries related to the partial reversal of our COVID-19 related provision;

•$29 million increase in commission expense as a result of higher Fee-for-Service VOI sales;

•$14 million increase in property management expenses primarily due to higher management fees and reimbursable expenses; and

•$8 million increase in general and administrative expenses primarily due to higher employee-related costs.

These increased expenses were partially offset by:

•$28 million decrease in COVID-19 related costs associated with workforce reduction;

•$8 million decrease in maintenance fees on unsold inventory due to the resumption of our sales and marketing operations;

•$6 million decrease in consumer financing interest expense primarily due to a lower average non-recourse debt balance; and

•$5 million decrease in marketing costs primarily due to the closure of certain sales and marketing operations during 2020.

Travel and Membership

Net revenues increased $122 million and Adjusted EBITDA increased $71 million during the six months ended June 30, 2021 compared with the same period of 2020. Revenue growth of $119 million (44.9%) was favorably impacted by foreign currency of $3 million (1.1%). Adjusted EBITDA growth of $72 million (91.1%) was unfavorably impacted by foreign currency of $1 million (1.3%).

Increases in net revenues excluding the impact of foreign currency were primarily driven by:

•$128 million increase in transaction revenue driven by an increase in vacation transactions booked compared to the prior year, which was negatively impacted by lower bookings and higher cancellations due to COVID-19; partially offset by

•$9 million decrease in subscription revenue due to a 6.6% decrease in the average member count in our exchange business driven by lower new owner sales in the timeshare industry.

In addition to the drivers mentioned above, Adjusted EBITDA excluding the impact of foreign currency was further impacted by:

•$54 million increase in cost of sales and other operating costs in support of increased revenues; partially offset by

•$7 million decrease in general and administrative expenses resulting from staff reductions and cost savings initiatives implemented after the first quarter of 2020.

Corporate and other

Corporate Adjusted EBITDA decreased $8 million for the six months ended June 30, 2021 compared to 2020 and was not materially impacted by foreign currency. The decrease in Adjusted EBITDA was primarily due to higher employee-related costs.

RESTRUCTURING PLANS

During 2020, we recorded $37 million of restructuring charges, $36 million of which were COVID-19 related. Due to the impact of COVID-19, we decided in the second quarter of 2020 to abandon the remaining portion of our administrative offices in New Jersey. We were notified in the second quarter of 2020 that Wyndham Hotels exercised its early termination rights under the sublease agreement. As a result, we recorded $22 million of restructuring charges associated with non-lease components of the office space and $24 million of impairment charges associated with the write-off of right-of-use assets and furniture, fixtures and equipment at the Travel and Membership segment. We also recognized $12 million of lease-related charges due to the renegotiation of an agreement and $2 million of facility-related restructuring charges associated with closed

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sales centers at the Vacation Ownership segment. The Travel and Membership segment additionally recognized $1 million in employee-related expenses associated with the consolidation of a shared service center. During 2020, we reduced our restructuring liability by $12 million of cash payments. During the six months ended June 30, 2021, we reduced our restructuring liability by $1 million of cash payments. We also reversed $1 million of expense related to the reimbursement of prepaid licensing fees that were previously written-off, and increased the liability by $3 million of cash reimbursements during this period at our Vacation Ownership segment. The remaining 2020 restructuring liability of $27 million is expected to be paid by the end of 2029.

We have other restructuring plans implemented prior to 2020. The remaining liability of less than $1 million as of June 30, 2021, is mostly personnel-related and is expected to be paid by the end of 2021.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

(In millions)	June 30, 2021		December 31, 2020		Change
Total assets	$	6,639	$	7,613	$	(974)
Total liabilities	7,557		8,581		(1,024)
Total (deficit)	(918)		(968)		50

Total assets decreased by $974 million from December 31, 2020 to June 30, 2021, primarily due to:

•$868 million decrease in Cash and cash equivalents primarily due to net repayments on the revolving credit facility, notes, and non-recourse debt, interest payments, payments associated with the acquisition of the Travel + Leisure brand, and dividend payments, partially offset by VOCR principal collections;

•$163 million decrease in Vacation ownership contract receivables, net, primarily due to principal collections and an increase to the provision for loan losses, partially offset by higher net VOI originations; and

•$21 million decrease in Property and equipment, net.

These decreases were partially offset by a $93 million increase in Other intangibles, net primarily related to the acquisition of the Travel + Leisure brand from Meredith.

Total liabilities decreased by $1.02 billion from December 31, 2020 to June 30, 2021, primarily due to:

•$28 million decrease in Deferred income due to increased usage of deferred packages as a result of owners and members returning to vacation as COVID-19 travel restrictions are lifted;

•$216 million decrease in Non-recourse vacation ownership debt due to net repayments;

•$799 million decrease in Debt due to net repayments on the revolving credit facility and the $250 million notes which were repaid in March 2021; and

•$17 million decrease in Deferred income taxes primarily driven by installment sales partially offset by bad debt allowance.

These decreases were partially offset by a $42 million increase in Accrued expenses and other liabilities primarily related to the acquisition of the Travel + Leisure brand from Meredith.

Total deficit decreased $50 million from December 31, 2020 to June 30, 2021, primarily due to $100 million of Net income attributable to Travel + Leisure shareholders; partially offset by $54 million of dividends.

Liquidity and Capital Resources

Currently, our financing needs are supported by cash generated from operations and borrowings under our revolving credit facility as well as the issuance of secured debt. In addition, we use our bank conduit facilities and non-recourse debt borrowings to finance our VOCRs. We believe that our net cash from operations, cash and cash equivalents, access to our revolving credit facilities and bank conduit facilities, and continued access to the debt markets provide us with sufficient liquidity to meet our ongoing cash needs for the foreseeable future, inclusive of the $650 million 4.25% secured notes which come due in March 2022.

As a precautionary measure at the onset of the global pandemic, in March 2020 we fully drew down our revolving credit facility. Based on the recovery of our business to date, our strong liquidity position and ability to access secured debt capital markets, during 2021 we fully repaid the remaining outstanding revolver balance. The revolving credit facility expires in May

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2023 and has a total capacity of $1.0 billion. As of June 30, 2021, we had $934 million of available capacity, net of letters of credit.

We repaid our $250 million 5.625% secured notes which came due in March 2021.

On July 15, 2020, we amended our credit agreement governing our revolving credit facility and term loan B (“Credit Agreement Amendment”). The Credit Agreement Amendment established a Relief Period with respect to our secured revolving credit facility, which commenced on July 15, 2020, and will end on April 1, 2022 or upon our earlier termination in accordance with the Credit Agreement Amendment. Among other changes, this amendment adds a new minimum liquidity covenant, tested quarterly until the end of the Relief Period, of (i) $250 million plus (ii) 50% of the aggregate amount of dividends paid after the effective date of the Credit Agreement Amendment and on or prior to the last day of the relevant fiscal quarter.

During 2020 we successfully executed $900 million of timeshare receivables financing and issued $650 million senior secured notes due 2026 with an interest rate of 6.625%. We plan to continue to use our conduit facilities and non-recourse debt borrowings to finance VOCRs. During the first quarter of 2021, we closed on our first asset-backed securities (“ABS”) transaction of the year. High demand allowed us to upsize the transaction and we closed on a $500 million securitization financing at a 98% advance rate and a record low weighted average yield of 1.57%. We also called the notes issued in the ABS transaction that we closed in April of 2020 and included that collateral in the 2021 ABS transaction, reducing the interest rate going forward on our non-recourse debt. This transaction positively impacted our liquidity and reinforces our expectation that we will maintain adequate liquidity.

Our non-recourse timeshare receivables U.S. dollars (“USD”) bank conduit facility has a borrowing capacity of $800 million through October 2022, and had $646 million of available capacity as of June 30, 2021. Borrowings under this facility are required to be repaid as the collateralized receivables amortize, but no later than November 2023.

Our non-recourse timeshare receivables Australian and New Zealand dollars (“AUD” and “NZD”) bank conduit facility has a borrowing capacity of A$250 million and NZ$48 million through April 2023 and had available capacity of $80 million as of June 30, 2021. Borrowings under this facility are required to be repaid no later than April 2025.

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.

We are currently evaluating the impact of the transition from the London Interbank Offered Rate (“LIBOR”) as an interest rate benchmark to other potential alternative reference rates, including but not limited to the Secured Overnight Financing Rate (“SOFR”). Currently, we have debt and derivative instruments in place that reference LIBOR-based rates. Although certain of these LIBOR based obligations provide for alternative methods of calculating the related interest rate payable (including transition to an alternative benchmark rate) if LIBOR is not reported, uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form. The transition from LIBOR based benchmark rates is expected to begin January 1, 2022 and be completed when USD LIBOR rates are phased out by June 30, 2023. Management will continue to actively assess the related opportunities and risks involved in this transition. On October 27, 2020, we closed on the renewal of our USD bank conduit facility and adopted appropriate LIBOR disclosures for ABS financing structures as part of the renewal. We intend to include such language in our other relevant agreements prior to the end of 2021.

CASH FLOW

The following table summarizes the changes in cash, cash equivalents and restricted cash during the six months ended June 30, 2021 and 2020 (in millions):

	2021		2020		Change
Cash provided by/(used in):
Operating activities	$	290	$	130	$	160
Investing activities	(62)		(36)		(26)
Financing activities	(1,098)		598		(1,696)
Effects of changes in exchange rates on cash and cash equivalents	(1)		(8)		7
Net change in cash, cash equivalents and restricted cash	$	(871)	$	684	$	(1,555)

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Operating Activities

Net cash provided by operating activities was $290 million for the six months ended June 30, 2021, compared to $130 million in the prior year. This $160 million increase was driven by a $398 million increase in net income; partially offset by a $243 million decrease in non-cash add-back items primarily due to a lower provision for loan losses and asset impairments, partially offset by deferred income taxes.

Investing Activities

Net cash used in investing activities was $62 million for the six months ended June 30, 2021, compared to $36 million in the prior year. This increase was primarily related to $37 million of cash payments for the acquisition of the Travel + Leisure brand in 2021; partially offset by lower property and equipment additions.

Financing Activities

Net cash used in financing activities was $1.1 billion for the six months ended June 30, 2021, compared to net cash provided by financing activities of $598 million in the prior year. The variance was primarily due to the drawdown of the $1.0 billion secured revolving credit facility in the prior year, $601 million increased repayments on the revolving credit facility and notes, $180 million increased net repayments of non-recourse debt, $128 million decreased share repurchases, $33 million decreased dividend payments, and a $20 million deferred consideration payment during 2021 for the acquisition of the Travel + Leisure brand.

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 may also seek to strategically grow the business through merger and acquisition activities. We also seek to return to a first lien leverage ratio below 4.25 to 1.0 on or prior to April 1, 2022. Finally, over the long term we intend to continue to return value to shareholders through the repurchase of common stock and payment of dividends, although our share repurchases are currently prohibited until such time as we are able to and choose to exercise our option to exit the amended credit agreement governing the revolving credit facility and term loan B. All future declarations of quarterly cash dividends are subject to final approval by the Board of Directors (“Board”).

During the six months ended June 30, 2021, we spent $107 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 at least the next year. During 2021, we anticipate spending between $170 million and $190 million on vacation ownership development projects. The average inventory spend on vacation ownership development projects for the four-year period 2022 through 2025 is expected to be between $150 million and $180 million annually. After factoring in the anticipated additional average annual spending, we expect to have adequate inventory to support vacation ownership sales through at least the next four to five years.

During the six months ended June 30, 2021, we spent $25 million on capital expenditures primarily for information technology and sales center improvement projects. During 2021, we anticipate spending between $70 million and $75 million on capital expenditures.

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 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. Additional expenditures are expected to be financed with general corporate borrowings.

Stock Repurchase Program

On August 20, 2007, our Board authorized a stock repurchase program that enables us to purchase our common stock. The Board has since increased the capacity of the program eight times, most recently in October 2017 by $1.0 billion, bringing the

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total authorization under the current program to $6.0 billion. Proceeds received from stock option exercises increase our repurchase capacity under the program. We had $354 million of remaining availability in our program as of June 30, 2021.

The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors. Repurchases may be conducted in the open market or in privately negotiated transactions. We suspended share repurchase activity in March 2020 due to uncertainty associated with COVID-19. On July 15, 2020, we amended the credit agreement for our revolving credit facility and term loan B. Among other changes, the Credit Agreement Amendment places us into a Relief Period from July 15, 2020 through April 1, 2022 that prohibits the use of cash for share repurchases until such time we choose to exercise our option to exit the amendment. We have the option to terminate the Relief Period at any time we can demonstrate compliance with the 4.25 to 1.0 first lien leverage ratio.

Dividends

During the quarterly periods ended March 31 and June 30, 2021, we paid cash dividends of $0.30 per share ($53 million in aggregate). During the quarterly periods ended March 31 and June 30, 2020, we paid cash dividends of $0.50 per share ($86 million in aggregate). On July 15, 2020, we amended the credit agreement governing our revolving credit facility and term loan B. Among other changes, the amendment places us into a Relief Period which adds a new minimum liquidity covenant, tested quarterly until the end of the Relief Period, of (i) $250 million plus (ii) 50% of the aggregate amount of dividends paid after the amendment effective date and on or prior to the last day of the relevant fiscal quarter. Additionally, the amendment limits the payout of dividends during the Relief Period to not exceed $0.50 per share, the rate in effect prior to the amendment.

Although our quarterly dividend was reduced during the third quarter of 2020 due to the impact of COVID-19, our long-term plan is to grow our dividend at the rate of growth of our earnings at a minimum, with the exception of the limitations set by the Credit Agreement Amendment. 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 will occur in the future.

LONG-TERM DEBT COVENANTS

The revolving credit facilities and term loan B 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 and a maximum first lien leverage ratio. 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, or on an annualized basis as allowed for certain test periods during the Relief Period.

The global spread of COVID-19 significantly impacted the travel industry, our company, our customers, and our employees. Our response to COVID-19 initially focused on the health and safety of our owners, members, guests and employees, when we closed the majority of our resorts and sales centers. We were also keenly focused on preserving cash, cutting costs and managing liquidity. While we have reopened 96% of our resorts as of June 30, 2021 and 95% of the sales offices we expect to reopen, the continued impact of COVID-19 on our industry and business has led to a higher first lien leverage ratio that we expect will decrease over time as the recovery in leisure travel continues. On July 15, 2020, we amended the credit agreement governing the revolving credit facility and term loan B which increased the maximum first lien leverage ratio and decreased the minimum interest coverage ratio allowed during the specified Relief Period through the first quarter of 2022. The Credit Agreement Amendment includes certain restrictions on the use of cash during the Relief Period, including the prohibition of share repurchases until such time as we are able to and choose to exercise our option to exit the amendment. We have the option to terminate this Relief Period at any time we can demonstrate compliance with the 4.25 to 1.0 first lien leverage ratio, subject to certain conditions. The maximum first lien leverage ratio for the test period ending June 30, 2021 was 7.5 to 1.0. The maximum first lien leverage ratio will decrease 0.75 each quarter beginning in the third quarter of 2021 through the end of the Relief Period. Additionally, during the Relief Period, a new minimum liquidity covenant was added, which is tested quarterly until the end of the Relief Period, and requires us to maintain an interest coverage ratio (as defined in the credit agreement) of not less than 2.0 to 1.0. See Note 10—Debt to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.

As of June 30, 2021, our first lien leverage ratio was 4.7 to 1.0 and our interest coverage ratio was 3.1 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, 2021, we were in compliance with the financial covenants described above. Under the Credit

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Agreement Amendment, when the first lien leverage ratio exceeds 4.25 to 1.0, the interest rate on revolver borrowings increases, and we are subject to higher fees associated with our letters of credit based on a tiered pricing grid. Given the first lien leverage ratio of 5.4 to 1.0 at December 31, 2020, we are now subject to higher fees associated with letters of credit and the interest rate on the revolver borrowings increased 25 basis points effective March 2, 2021. This interest rate and fees associated with letters of credit are subject to future changes based on our first lien leverage ratio which could serve to further increase the rate up to an additional 25 basis points if this ratio were to exceed 5.75 to 1.0, or reduce this rate if this ratio were to decrease to 4.25 to 1.0 or below.

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 VOCRs 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 June 30, 2021, all of our securitized loan pools were in compliance with applicable contractual triggers.

For additional details regarding our credit facilities, term loan B, and non-recourse debt see Note 10—Debt to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

LIQUIDITY

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.

We believe that our USD bank conduit facility with a term through October 2022, and our AUD/NZD bank conduit facility, with a term through April 2023, amounting to a combined capacity of $1.03 billion, along with our ability to issue term asset-backed securities, should provide sufficient liquidity for our expected sales pace, and we expect to have available liquidity to finance the sale of VOIs for the foreseeable future. As of June 30, 2021, we had $726 million of availability under these asset-backed conduit facilities.

Our liquidity position may be negatively affected by unfavorable conditions in the capital markets in which we operate or if our VOCRs portfolios do not meet specified portfolio credit parameters. Our liquidity, as it relates to our VOCRs 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.

During 2020 we successfully executed $900 million of timeshare receivables financing and during the first quarter of 2021 we successfully closed on a $500 million securitization financing at a 98% advance rate and a company record low weighted average yield of 1.57%. We also called the notes issued in the ABS transaction that we closed in April of 2020 and included that collateral in the 2021 ABS transaction, reducing the interest rate going forward on our non-recourse debt, which positively impacted our liquidity. These transactions reinforce our expectation that we will be able to maintain adequate liquidity.

We primarily 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 12 surety providers in the amount of $2.3 billion, of which we had $271 million outstanding as of June 30, 2021. 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.

Our secured debt is rated Ba3 with a “negative outlook” by Moody’s Investors Service, BB- with a “negative outlook” by Standard & Poor’s Rating Services, and BB+ with a “negative 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. For information regarding the impact of our credit rating downgrade and credit rating downgrade of Wyndham Hotels, see Note 23—Transactions with Former Parent and Former Subsidiaries - Matters Related to the European Vacation Rentals Business to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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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 generally when members of our vacation exchange business book their vacations for the year. Our seasonality has been and could continue to be impacted by COVID-19.

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.

CONTRACTUAL OBLIGATIONS

The following table summarizes our future contractual obligations for the 12-month periods set forth below (in millions):

	7/1/21 - 6/30/22		7/1/22 - 6/30/23		7/1/23 - 6/30/24		7/1/24 - 6/30/25		7/1/25 - 6/30/26		Thereafter		Total
Debt	$	652	$	405	$	302	$	281	$	344	$	1,395	$	3,379
Non-recourse debt (a)	274		372		207		207		227		731		2,018
Purchase commitments (b)	259		130		101		99		125		220		934
Interest on debt (c)	231		196		163		143		113		87		933
Operating leases	33		30		29		26		19		42		179
Inventory sold subject to conditional repurchase (d)	—		65		—		—		—		—		65
Separation liabilities (e)	1		12		—		—		—		2		15
Finance leases	3		2		1		—		—		—		6
Other (f)	31		25		10		—		—		—		66
Total (g)	$	1,484	$	1,237	$	813	$	756	$	828	$	2,477	$	7,595

(a)Represents debt that is securitized through bankruptcy-remote special purpose entities the creditors of which have no recourse to us for principal and interest.

(b)Includes (i) $734 million for marketing-related activities; (ii) $81 million relating to the development of vacation ownership properties, of which $18 million is included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets included in Part I, Item 1 of this Quarterly Report on Form 10-Q; and (iii) $39 million for information technology activities.

(c)Includes interest on debt, non-recourse debt, and finance leases; estimated using the stated interest rates on our debt and non-recourse debt.

(d)Represents obligations to repurchase completed vacation ownership properties from third-party developers (See Note 8—Inventory to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further detail) of which $13 million was included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

(e)Represents liabilities which we assumed and are responsible for pursuant to the Cendant Separation and spin-off of Wyndham Hotels (See Note 23—Transactions with Former Parent and Former Subsidiaries to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further details).

(f)Represents future consideration to be paid for the acquisitions of ARN and the Travel + Leisure brand (See Note 5—Acquisitions to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further detail).

(g)Excludes a $41 million liability for unrecognized tax benefits associated with the accounting guidance for uncertainty in income taxes since it is not reasonably estimable to determine the periods in which such liability would be settled with the respective tax authorities.

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 16—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 23—Transactions with Former Parent and Former Subsidiaries to the Condensed Consolidated Financial Statements for a description of our obligations regarding Cendant contingent litigation, matters related to Wyndham Hotels, matters related to the European vacation rentals business, and matters related to the North American vacation rentals business. Both notes are included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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CRITICAL ACCOUNTING POLICIES

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 the audited Consolidated Financial Statements included in the Annual Report filed on Form 10-K with the SEC on February 24, 2021, which includes a description of our critical accounting policies that involve subjective and complex judgments that could potentially affect reported results.

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Item 3. Quantitative and Qualitative Disclosures about Market Risks.

We assess our market risks based on changes in interest and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and foreign currency exchange rates. We used June 30, 2021 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. We have determined, through such analyses, that a hypothetical 10% change in the interest rates would have resulted in a less than $1 million increase or decrease in annual consumer financing interest expense and total interest expense. We have determined that a hypothetical 10% change in the foreign currency exchange rates would have resulted in an approximate increase or decrease to the fair value of our outstanding forward foreign currency exchange contracts of $6 million, which would generally be offset by an opposite effect on the underlying exposure being economically hedged. As such, we believe that a 10% change in interest rates or foreign currency exchange rates would not have a material effect on our prices, earnings, fair values, or cash flows.

Our variable rate borrowings, which include our term loan, non-recourse conduit facilities and revolving credit facility, expose us to risks caused by fluctuations in the applicable interest rates. The total outstanding balance of such variable rate borrowings at June 30, 2021, was $299 million in non-recourse debt and $290 million in corporate debt. A 100 basis point change in the underlying interest rates would result in a $3 million increase or decrease in annual consumer financing interest expense and a $3 million increase or decrease in our annual debt interest expense.

Item 4. Controls and Procedures.

(a)Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on such evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

(b)Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of June 30, 2021, we utilized the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of COVID-19, most of our employees began working remotely in late March 2020, and a significant portion of them continue to work remotely. We have not identified any material changes in our disclosure controls and procedures, nor our internal control over financial reporting, as a result of this change. We are continually monitoring and assessing the COVID-19 situation to minimize the impact on the design and operating effectiveness of our internal controls.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are involved in various claims and lawsuits arising in the ordinary course of business, none of which, in the opinion of management, is expected to have a material adverse effect on our results of operations or financial condition. See Note 16—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 and Note 23—Transactions with Former Parent and Former Subsidiaries to the Condensed Consolidated Financial Statements for a description of our obligations regarding Cendant contingent litigation, matters related to Wyndham Hotels & Resorts, Inc., matters related to the European vacation rentals business, and the North American vacation rentals business. Both notes are included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

The discussion of our business and operations should be read together with the risk factors contained in Part I, Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 24, 2021, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. As of June 30, 2021, there have been no material changes to the risk factors set forth in Part I, Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c) Below is a summary of our common stock repurchases by month for the quarter ended June 30, 2021:

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under Plan
April 2021	—	$	—	—	$	353,855,249
May 2021	—	—		—	354,142,444
June 2021	—	—		—	354,258,231
Total	—	$	—	—	$	354,258,231

On August 20, 2007, our Board of Directors (“Board”) authorized the repurchase of our common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The Board has since increased the capacity of the Share Repurchase Program eight times, most recently on October 23, 2017, by $1.0 billion, bringing the total authorization under the program to $6.0 billion. Proceeds received from stock option exercises increase our repurchase capacity under the program. Under our current and prior stock repurchase plans, the total authorization is $6.8 billion. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Stock Repurchase Program,” included in Part I, Item 2 of this Quarterly Report on Form 10-Q for further information on the Share Repurchase Program.

For a description of limitations on the payment of our dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Dividends,” included in Part I, Item 2 of this Quarterly Report on Form 10-Q.

Item 3.    Defaults upon Senior Securities.

None.

Item 4.    Mine Safety Disclosures.

Not applicable.

Item 5.    Other Information.

None.

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Item 6.    Exhibits.

Exhibit No.	Description
3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed May 10, 2012).
3.2	Certificate of Amendment to Certificate of Incorporation of Wyndham Worldwide Corporation effective as of May 31, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed June 4, 2018).
3.3	Certificate of Amendment to Restated Certificate of Incorporation of Wyndham Destinations, Inc., effective as of February 17, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed February 17, 2021).
3.4	Third Amended and Restated Bylaws of Travel + Leisure Co., effective as of February 17, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed February 17, 2021).
10.1*†	Amended and Restated Employment Agreement by and between Travel + Leisure Co. and Michael D. Brown, dated June 1, 2021
10.2*†	Amended and Restated Employment Agreement by and between Travel + Leisure Co. and Michael A. Hug, dated June 1, 2021
10.3*†	Travel + Leisure Co. Employee Stock Purchase Plan
15*	Letter re: Unaudited Interim Financial Information
31.1*	Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a) Under the Securities and Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934
32**	Certification of President and Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*    Filed with this report

** Furnished with this report

† Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		TRAVEL + LEISURE CO.
Date: July 28, 2021	By:	/s/ Michael A. Hug
		Michael A. Hug
		Chief Financial Officer
Date: July 28, 2021	By:	/s/ Elizabeth E. Dreyer
		Elizabeth E. Dreyer
		Chief Accounting Officer

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”), effective as of June 1, 2021 (the “Effective Date”), is hereby made by and between Travel + Leisure Co., formerly known as Wyndham Destinations, Inc., a Delaware corporation (the “Company”), and Michael Brown (the “Executive”).

WHEREAS, the Company and the Executive are party to that certain Employment Agreement, dated as of June 1, 2018 (the “Prior Agreement”); and

WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to continue to serve the Company, in accordance with the terms and conditions of this Agreement, which will supersede the Prior Agreement in its entirety effective as of the Effective Date.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION I

EMPLOYMENT; POSITION AND RESPONSIBILITIES

During the Period of Employment (as defined in Section II below), the Company agrees to continue to employ the Executive, and the Executive agrees to continue to be employed by the Company, in each case, in accordance with the terms and conditions set forth in this Agreement.

During the Period of Employment, the Executive will continue to serve as the Chief Executive Officer of the Company and will continue to report to, and be subject to the direction of, the Board of Directors of the Company (the “Board”). The Executive will perform such duties and exercise such supervision with regard to the business of the Company as are associated with the Executive’s position, as well as such reasonable additional duties as may be prescribed from time to time by the Board. The Executive will, during the Period of Employment, devote substantially all of the Executive’s time and attention during normal business hours to the performance of services for the Company, or as otherwise directed by the Board from time to time. The Executive will maintain a primary office and generally conduct the Executive’s business in Orlando, Florida, except for customary business travel in connection with the Executive’s duties hereunder.

SECTION II PERIOD OF EMPLOYMENT

The period of the Executive’s employment under this Agreement (the “Period of

Employment”) will begin on the Effective Date and will end on May 31, 2024, subject to earlier termination as provided in this Agreement. No later than 180 days prior to the expiration of the Period of Employment, the Company and the Executive will commence a good faith negotiation regarding extending the Period of Employment; provided, that neither party hereto will have any

obligation hereunder or otherwise to consummate any such extension or enter into any new agreement relating to the Executive’s employment with the Company.

SECTION III COMPENSATION AND BENEFITS

For all services rendered by the Executive pursuant to this Agreement during the Period of

Employment, including services as an executive officer, director or committee member of the Company or any subsidiary or affiliate of the Company, the Executive will be compensated as follows:

A.Base Salary.

During the Period of Employment, the Company will pay the Executive a base salary at an annual rate equal to one million two hundred thousand dollars ($1,200,000.00) effective on the Effective Date, subject to such annual increases as the Company’s Board of Directors’ Compensation Committee (the “Committee”) deems appropriate in its sole discretion (“Base Salary”). Base Salary will be payable according to the customary payroll practices of the Company.

B.Annual Incentive Awards.

Effective as of the Effective Date, the Executive will continue to be eligible to earn an annual incentive compensation award in respect of each fiscal year of the Company ending during the Period of Employment, subject to the Committee’s discretion to grant such awards, based upon a target award opportunity equal to 150 % of Base Salary (“Target Award”) earned during each such year, and subject to the terms and conditions of the annual incentive plan covering employees of the Company, and further subject to attainment by the Company of such performance goals, criteria or targets established and certified by the Committee in its sole discretion in respect of each such fiscal year (each such annual incentive, an “Incentive Compensation Award”). Any earned Incentive Compensation Award will be paid to the Executive at such time as will be determined by the Committee, but in no event later than the last day of the calendar year following the calendar year with respect to which the performance targets relate.

C.Long Term Incentive Awards.

The Executive will continue to be eligible for long term incentive awards as determined by the Committee, and the Executive will participate in such grants at a level commensurate with the Executive’s position as a senior executive officer of the Company. For purposes of this Agreement, awards described in this paragraph are referred to as “Long Term Incentive Awards.” Any Long Term Incentive Awards will vest as determined by the Committee, in its sole and absolute discretion (including with respect to any performance-based conditions applicable to vesting), and will be subject to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (Amended and Restated as of November 2, 2020 and any amended or successor plan thereto (the “Equity Plan”) and the applicable

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agreement evidencing such award as determined by the Committee. Any Long Term Incentive Awards will be made in the Committee’s sole discretion.

A.Employee Benefits.

During the Period of Employment, the Company will continue to provide the Executive with employee benefits generally offered to all eligible full-time employees of the Company, and with perquisites generally offered to similarly situated senior executive officers of the Company, subject to the terms of the applicable employee benefit plans or policies of the Company. Based on such terms and conditions as determined by the Committee, the Company will permit the Executive up to 20 hours per calendar year of personal use of an aircraft made available by the Company.

B.Expenses.

During the Period of Employment, the Company will continue to reimburse the Executive for reasonable business expenses incurred by the Executive in connection with the performance of the Executive’s duties and obligations under this Agreement, subject to the Executive’s compliance with such limitations and reporting requirements with respect to expenses as may be established by the Company from time to time. The Company will reimburse all taxable business expenses to the Executive promptly following submission but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expenses are incurred.

SECTION V DEATH AND DISABILITY

The Period of Employment will end upon the Executive’s death. If the Executive becomes

Disabled (as defined below) during the Period of Employment, the Period of Employment may be terminated at the option of the Executive upon notice of resignation to the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” will have the meaning set forth in Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the rules and regulations promulgated thereunder (“Code Section 409A”). The Company’s obligation to make payments to the Executive under this Agreement will cease as of such date of termination due to death or Disability, except for (A) any Base Salary earned but unpaid, (B) any Incentive Compensation Awards earned but unpaid for a prior completed fiscal year, if any, and (C) any Long Term Incentive Awards earned and vested but unpaid for a prior completed fiscal year, if any, as of the date of such termination, which will be paid in accordance with the terms set forth in Sections IV-A, IV-B and IV-C, respectively, unless otherwise prohibited by law. Notwithstanding the foregoing, the Company will not take any action with respect to the Executive’s employment status pursuant to this Section V earlier than the date on which the Executive becomes eligible for long-term disability benefits under the terms of the Company’s long-term disability plan in effect from time to time.

SECTION VI

EFFECT OF TERMINATION OF EMPLOYMENT

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A.Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below), the Company will pay or provide the Executive, as applicable (or the Executive’s surviving spouse, estate or personal representative, as applicable), subject to Section XIX:

a.a lump sum payment (the “Severance Payment”) equal to (a) 299% multiplied by (b) the sum of (x) the Executive’s then current Base Salary, plus (y) an amount equal to the highest Incentive Compensation Award paid to the Executive (disregarding voluntary deferrals) with respect to the three fiscal years of the Company immediately preceding the fiscal year in which the Executive’s termination of employment occurs, but in no event will the amount set forth in this subsection (y) exceed the Executive’s then target Incentive Compensation Award, provided, that the Company shall have the right to offset against such Severance Payment any then-existing documented and bona fide monetary debts owed by the Executive to the Company or any of its subsidiaries;

b.subject to Section VI-D below, (a) all time-based Long Term Incentive Awards (including all stock options, stock appreciation rights and restricted stock units) that would have otherwise vested within one (1) year following the Executive’s termination of employment, will vest upon the Executive’s termination of employment; and (b) any performance-based Long Term Incentive Awards (including restricted stock units but excluding stock options and stock appreciation rights) will vest and be paid on a pro rata basis (to the extent that the performance goals applicable to the Long Term Incentive Award are achieved), with such proration to be determined based upon the portion of the full performance period during which the Executive was employed by the Company plus twelve (12) months (or, if less, assuming the Executive was employed by the Company for the entire performance period), with the payment of any such vested performance-based Long Term Incentive Awards to occur at the time that such performance-based long term incentive awards are paid to actively-employed employees generally. The provisions relating to Long Term Incentive Awards set forth in this Section will not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a Change in Control (as defined in the Equity Plan) of the Company or the Executive’s death or Disability, whether pursuant to an applicable stock plan document or award agreement;

c.the Executive will be entitled to a two (2)-year post-termination exercise period (but in no event beyond the original expiration date) for all vested and outstanding stock appreciation rights and options held by the Executive on the date of termination;

d.the Executive shall be eligible to continue to participate in the Company health plans in which the Executive participates (medical, dental and vision) through the end of the month in which the Executive’s termination becomes effective. Following such time, the Executive may elect to continue health plan coverage in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and if the Executive elects such coverage, the Company will reimburse the Executive for the costs associated with such continuing

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health coverage under COBRA until the earlier of (a) eighteen (18) months from the coverage commencement date and (b) the date on which the Executive becomes eligible for health and medical benefits from a subsequent employer; and

a.any of the following amounts that are earned but unpaid through the date of such termination: (a) Incentive Compensation Award for a prior completed fiscal year and (b) Base Salary. The Executive shall retain any Long Term Incentive Awards that have vested and been paid to the Executive as of the date of such termination, unless otherwise prohibited by law.

A.Termination for Cause; Resignation. If the Executive’s employment terminates due to a Termination for Cause or a Resignation, Base Salary earned but unpaid as of the date of such termination will be paid to the Executive in accordance with Section VI-D below. Outstanding stock options and other equity awards held by the Executive as of the date of termination will be treated in accordance with their terms. Except as provided in this paragraph, the Company will have no further obligations to the Executive hereunder.

B.For purposes of this Agreement, the following terms have the following meanings:

a.“Termination for Cause” means a termination of the Executive’s employment by the Company due to (a) the Executive’s willful failure to substantially perform the Executive’s duties as an employee of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness) or material breach of the Company’s Business Principles, policies or standards, (b) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Executive against the Company or any of its subsidiaries, (c) the Executive’s conviction or plea of nolo contendere for a felony (or its state law equivalent) or any crime involving moral turpitude or dishonesty (which conviction, due to the passage of time or otherwise, is not subject to further appeal), (d) the Executive’s gross negligence in the performance of the Executive’s duties, or (e) the Executive purposely or negligently making a false certification regarding the Company’s financial statements. The Company will provide a detailed written notice to the Executive of its intention to terminate the Executive’s employment and that such termination is a Termination for Cause, along with a description of the Executive’s conduct that the Company believes gives rise to the Termination for Cause, and provide the Executive with a period of fifteen (15) days to cure such conduct (unless the Company reasonably determines in its discretion that the Executive’s conduct is not subject to cure) and/or challenge the Company’s determination that such termination is a Termination for Cause; provided, however, that (x) the determination of whether such conduct has been cured and/or gives rise to a Termination for Cause will be made by the Company, in its sole discretion, and (y) the Company will be entitled to immediately and unilaterally restrict or suspend the Executive’s duties during such fifteen (15)-day period pending its determination.

b.“Constructive Discharge” means, without the consent of the Executive, (a) any material breach by the Company of the terms of this Agreement, (b) a material diminution in the Executive’s Base Salary or Target Award, (c) a material diminution in the Executive’s authority, duties or responsibilities, (d) a relocation of the Executive’s primary office to a location more than fifty (50) miles from the Executive’s then current primary business, or (e) the Company not offering to renew the Executive’s employment agreement on substantially similar

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terms prior to the end of the Period of Employment (as may be extended from time to time). The Executive

must provide the Company a detailed written notice that describes the circumstances being relied on for such termination with respect to this Agreement within thirty (30) days after the event, circumstance or condition first arose giving rise to the notice. The Company will have thirty (30) days after receipt of such notice to remedy the situation prior to the termination for Constructive Discharge. If no such cure occurs, the Executive’s employment will be terminated on the close of business on the thirtieth (30th) day after the Executive provided the required written notice.

a.“Without Cause Termination” or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to (a) the Executive’s death or Disability or (b) a Termination for Cause.

b.“Resignation” means a termination of the Executive’s employment by the Executive, other than in connection with a Constructive Discharge.

A.Conditions to Payment and Acceleration. In the event of a termination under this Section VI, any earned but unpaid Base Salary as of the date of such termination will be paid in accordance with Section IV-A, and in the event of a Termination Without Cause or a Constructive Discharge, any earned but unpaid Incentive Compensation Award for a prior completed fiscal year as of the date of such termination will be paid in accordance with Section IV-B, and for the avoidance of doubt, the Executive shall retain any Long Term Incentive Awards that have vested and been paid to the Executive as of the date of such termination, unless otherwise prohibited by law. All payments due to the Executive under Sections VI-A(i) will be made to the Executive in a lump sum no later than the sixtieth (60th) day following the date of termination; provided, however, that (i) all payments and benefits under Sections VI-A(i)-(iii) will be subject to, and contingent upon, the execution by the Executive (or the Executive’s beneficiary or estate) of a release of claims substantially in the form attached hereto as Exhibit A, and (ii) in the event that the period during which the Executive is entitled to consider the general release (and to revoke the release, if applicable) spans two (2) calendar years, then any payment that otherwise would have been payable during the first calendar year will be made on the later of (a) the end of the revocation period (assuming that the Executive does not revoke), and (b) the first business day of the second calendar year (regardless of whether the Executive used the full time period allowed for consideration), to the extent required for purposes of Code Section 409A. The payments due to the Executive under Section VI-A will be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates. The Company will provide the general release to the Executive within ten (10) business days following the Executive’s last day of employment.

SECTION VII

OTHER DUTIES OF THE EXECUTIVEDURING AND AFTER THE PERIOD OF EMPLOYMENT

A.The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in the Executive’s possession and fully cooperate with the Company and its affiliates as may be requested in connection with any claims or legal

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action in which the Company or any of its affiliates is or may become a party. During the Period of Employment, the Executive will comply in all respects with the Company’s Business Principles,

policies and standards. After the Period of Employment, the Executive will cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party. After the Period of Employment, the Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of the Executive’s life in connection with the Executive’s cooperation in such matters as provided for in this Section VII-A.

A.The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, practices and procedures; members; acquisition candidates; financial condition; clients; customers or other relationships of the Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the Company or any of its affiliates. Access to and knowledge of certain of the Information is essential to the performance of the Executive’s duties under this Agreement. The Executive will not during the Period of Employment or thereafter, except to the extent reasonably necessary in performance of the Executive’s duties under this Agreement, give to any person, firm, association, corporation, or governmental agency any Information, except as may be required by law. The Executive will not make use of the Information for the Executive’s own purposes or for the benefit of any person or organization other than the Company or any of its affiliates. The Executive will also use the Executive’s best efforts to prevent the disclosure of this Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into the Executive’s possession, are confidential and will remain the property of the Company or its affiliates.

B.During the Period of Employment (as may be extended from time to time) and the Post Employment Period (as defined below and, together with the Period of Employment, the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use the Executive’s status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to the Executive in the absence of the Executive’s relationship to the Company or any of its affiliates. Notwithstanding the provisions set forth herein, the Executive may disclose the Executive’s employment relationship with the Company in connection with a personal loan application.

a.During the Restricted Period, the Executive will not make any statements or perform any acts intended to advance or which reasonably could have the effect of advancing the interest of any competitors of the Company or any of its affiliates or in any way injuring or intending to injure the interests of the Company or any of its affiliates. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, engage in, or directly or indirectly (whether for compensation or otherwise), own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party or business which competes with the business of the Company or any of its affiliates, as such business or

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businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally

and internationally and agrees that the provisions in the foregoing sentence will operate throughout the United States and the world.

a.During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, request or advise any then current client, customer or supplier of the Company to withdraw, curtail or cancel its business with the Company or any of its affiliates, or solicit or contact any such client, customer or supplier with a view to inducing or encouraging such client, customer or supplier to discontinue or curtail any business relationship with the Company or any of its affiliates. The Executive will not have discussions with any employee of the Company or any of its affiliates regarding information or plans for any business intended to compete with the Company or any of its affiliates.

b.During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly cause, solicit, entice or induce (or endeavor to cause, solicit, entice or induce) any present or future employee or independent contractor of the Company or any of its affiliates to leave the employ of, or otherwise terminate its relationship with, the Company or any of its affiliates or to accept employment with, provide services to or receive compensation from the Executive or any person, firm, company, association or other entity with which the Executive is now or may hereafter become associated. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its subsidiaries or affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee.

c.For the purposes of this Agreement, the term “proprietary interest” means legal or equitable ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or entity, or ownership of any class of equity interest in a publicly-held company (unless such ownership of a publicly-held company is 5% or less); the term “affiliate” includes without limitation all subsidiaries, joint venturers and licensees of the Company (including, without limitation, any affiliated individuals or entities); and the term, “Post Employment Period” means either (a) if the Executive’s employment terminates for any reason at such time following the expiration of the Period of Employment hereunder, a period of one year following the Executive’s termination of employment; or (b) if the Executive’s employment terminates during the Period of Employment hereunder, a period of two years following the Executive’s termination of employment.

A.The Executive hereby acknowledges that damages at law may be an insufficient remedy to the Company if the Executive violates the terms of this Agreement and that the Company will be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VII without the necessity of

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posting any bond or showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction will be in addition to, and not in limitation of, any other rights or remedies the Company may have. Without limiting the generality of the foregoing,

neither party will oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section VII.

A.The period of time during which the provisions of this Section VII will be in effect will be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

B.The Executive agrees that the restrictions contained in this Section VII are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement.

C.Notice of Statutory Exceptions.

a.Nothing in this Agreement shall prohibit or restrict the Company, any of its affiliates, the Executive or their respective attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement made hereunder, or as required by law or legal process, including with respect to possible violations of law; (b) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; or (c) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in this Agreement prohibits or restricts the Company, any of its affiliates, or the Executive from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation.

b.Pursuant to 18 U.S.C. § 1833(b), the Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company or any of its affiliates that (a) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to the Executive’s attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Executive files a lawsuit for retaliation by the Company or any of its affiliates for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if the Executive files any document containing the trade secret under seal and does not disclose the trade secret except under court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

SECTION VIII INDEMNIFICATION

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The Company will indemnify the Executive to the fullest extent permitted by the laws of

the state of the Company’s incorporation in effect at that time, or the certificate of incorporation and by-laws of the Company, whichever affords the greater protection to the Executive (including

payment of expenses in advance of final disposition of a proceeding as permitted by such laws, certificate of incorporation or by-laws).

SECTION IX MITIGATION

The Executive will not be required to mitigate the amount of any payment provided for

hereunder by seeking other employment or otherwise, nor will the amount of any such payment be reduced by any compensation earned by the Executive as the result of employment by another employer after the date the Executive’s employment hereunder terminates, except as expressly provided in Section VI-A(iv).

SECTION X WITHHOLDING TAXES

The Executive acknowledges and agrees that the Company may withhold from applicable

payments under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation.

SECTION XI

EFFECT OF PRIOR AGREEMENTS

Upon the Effective Date, this Agreement will be deemed to have superseded and replaced each of any prior employment or consultant agreement between the Company (and/or its affiliates, including without limitation, its respective predecessors) and the Executive, including, without limitation, the Prior Agreement.

SECTION XII

CONSOLIDATION. MERGER OR SALE OF ASSETS; ASSIGNMENT

Nothing in this Agreement will preclude the Company from consolidating or merging into or with, or transferring all or a portion of its business and/or assets to, another corporation. The Company may assign this Agreement to any successor to all or a portion of the business and/or assets of the Company, provided, that in the event of such an assignment, the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, the failure of which shall constitute a Constructive Discharge pursuant to Section VI-C(ii) herein.

SECTION XIII MODIFICATION

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This Agreement may not be modified or amended except in writing signed by the parties.

No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver will operate only as to the specific term or condition waived and will not constitute a waiver for the future or act as a waiver of anything other than that which is specifically waived.

SECTION XIV GOVERNING LAW

This Agreement has been executed and delivered in the State of Florida and its validity,

interpretation, performance and enforcement will be governed by the internal laws of that state. In any action brought by the Company under Section VII-D above, Executive consents to exclusive jurisdiction and venue in the federal and state courts in, at the election of the Company, (A) the State of Florida and/or (B) any state and county in which the Company contends that Executive has breached any agreement with or duty to the Company. In any action brought by Executive under Section VII-D above, the Company consents to the exclusive jurisdiction and venue in the federal and state courts of the State of Florida.

SECTION XV ARBITRATION

A.The Executive and the Company mutually consent to the resolution by final and

binding arbitration of any and all disputes, controversies, or claims related in any way to the Executive’s employment and/or relationship with the Company, including, without limitation, any dispute, controversy or claim of alleged discrimination, harassment, or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, or disability, or any other protected characteristics under the law); any dispute, controversy, or claim arising out of or relating to any agreements between the Executive and the Company, including this Agreement (other than with respect to the matters covered by Section VII for which the Company may, but will not be required to, seek injunctive relief in a court of competent jurisdiction); and any dispute as to the ability to arbitrate a matter under this Agreement (collectively, “Claims”); provided, however, that nothing in this Agreement shall require arbitration of any Claims which, by law, cannot be the subject of a compulsory arbitration agreement, and nothing in this Agreement shall be interpreted to mean that the Executive is precluded from filing complaints with the Equal Employment Opportunity Commission or the National Labor Relations Board.

B.Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute within the same statute of limitations period applicable to such Claims. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to arbitration in Florida, to JAMS, before a single arbitrator appointed in accordance with the

Employment Arbitration Rules and Procedures of JAMS (“JAMS Rules”) then in effect, modified only as herein expressly provided. The arbitrator shall be selected in accordance with the JAMS Rules; provided that the arbitrator shall be an attorney (i) with at least ten (10) years of significant experience in employment matters and/or (ii) a former federal or state court judge.

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After the aforesaid twenty (20) days, either party, upon ten (10) days’ notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. The arbitrator will be empowered to award either party any remedy, at law or in equity, that the party would otherwise have been entitled to, had the matter been litigated in court; provided, however, that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced, or appealed in any court having jurisdiction thereof. Any arbitration proceedings, decision, or award rendered hereunder, and the validity, effect, and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

A.Each party to any dispute shall pay its own expenses, including attorneys’ fees; provided, however, that the Company shall pay all reasonable costs, fees, and expenses that the Executive would not otherwise have been subject to paying if the Claim had been resolved in a court of competent jurisdiction.

B.The parties agree that this Section XV has been included to rapidly, inexpensively and confidentially resolve any disputes between them, and that this Section XV will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, except as otherwise provided in Section XV-A herein, other than (i) any action seeking a restraining order or other injunctive or equitable relief or order in aid of arbitration or to compel arbitration from a court of competent jurisdiction, (ii) any action seeking interim injunctive or equitable relief from the arbitrator pursuant to the JAMS Rules or (iii) post-arbitration actions seeking to enforce an arbitration award from a court of competent jurisdiction. IN THE EVENT THAT ANY COURT DETERMINES THAT THIS ARBITRATION PROCEDURE IS NOT BINDING, OR OTHERWISE ALLOWS ANY LITIGATION REGARDING A DISPUTE, CLAIM, OR CONTROVERSY COVERED BY THIS AGREEMENT TO PROCEED, THE PARTIES HERETO HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN OR WITH RESPECT TO SUCH LITIGATION.

C.The parties will keep confidential, and will not disclose to any person, except to counsel for either of the parties and/or as may be required by law, the existence of any controversy hereunder, the referral of any such controversy to arbitration or the status or resolution thereof. Accordingly, the Executive and the Company agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose, or permit the disclosure of any information, evidence, or documents produced by any other party in the arbitration proceedings or about the existence, contents, or results of the proceedings, except as necessary and appropriate for the preparation and conduct of the arbitration proceedings, or as may be required by any legal process, or as required in an action in aid of arbitration, or for enforcement of or appeal from an arbitral award. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party

reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests (e.g., by application for a protective order and/or to file under seal).

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SECTION XVI SURVIVAL

Sections VII through XIX will continue in full force in accordance with their respective

terms notwithstanding any termination of the Period of Employment.

SECTION XVII SEVERABILITY

All provisions of this Agreement are intended to be severable. In the event any provision

or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or enforceability of any other provision of this Agreement. The parties hereto further agree that any such invalid or unenforceable provision will be deemed modified so that it will be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.

SECTION XVIII NO CONFLICTS

The Executive represents and warrants to the Company that the Executive is not a party to

or otherwise bound by any agreement or arrangement (including, without limitation, any license, covenant, or commitment of any nature), or subject to any judgment, decree, or order of any court or administrative agency, that would conflict with or will be in conflict with or in any way preclude, limit or inhibit the Executive’s ability to execute this Agreement or to carry out the Executive’s duties and responsibilities hereunder.

SECTION XIX SECTION 409A OF THE CODE

A.Section 409A. Although the Company does not guarantee to the Executive any

particular tax treatment relating to the payments and benefits under this Agreement, it is intended that such payments and benefits be exempt from, or comply with, Code Section 409A and this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

B.Separation From Service. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts

or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A

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and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms will mean Separation from Service.

A.Reimbursement. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and such reimbursement will be made no later than the end of the calendar year following the calendar year in which the expense is incurred, provided that the foregoing clause will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

B.Specified Employee. If the Executive is deemed on the date of termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then:

a.With regard to any payment, the providing of any benefit or any distribution of equity that constitutes “deferred compensation” subject to Code Section 409A, payable upon separation from service, such payment, benefit or distribution will not be made or provided prior to the earlier of (a) the expiration of the six (6)-month period measured from the date of the Executive’s Separation from Service and (b) the date of the Executive’s death, to the extent required to comply with Code Section 409A; and

b.On the first day of the seventh (7th) month following the date of the Executive’s Separation from Service or, if earlier, on the date of death, (a) all payments delayed pursuant to this Section XIX will be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal dates specified for them herein and (b) all distributions of equity delayed pursuant to this Section XIX will be made to the Executive.

C.Company Discretion. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment will be made within 60 days following the date of termination”), the actual date of payment within the specified period will be within the sole discretion of the Company and the number of days referenced will refer to the number of calendar days.

D.Compliance. Notwithstanding anything herein to the contrary, in no event whatsoever will the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date indicated below, with an effective date of June 1, 2021.

TRAVEL + LEISURE CO.

By:    /s/ Kimberly Marshal    

Name:    Kimberly Marshall

Title:    Chief Human Resources Officer

Date:    May 13, 2021

/s/ Michael Brown    Michael Brown

Date: May 13, 2021

EXHIBIT A RELEASE

As a condition precedent to Travel + Leisure Co. (the “Company”) providing the consideration set forth in

Section VI-(A)(i)-(iv) of the Amended and Restated Employment Agreement, dated [●], 2021 (the “EmploymentAgreement”), to which this Release is attached as Exhibit A (this “Release”), on or following the “ADEA Release Effective Date” (as defined below) to the undersigned executive (“Executive”), Executive hereby agrees to the terms of this Release as follows:

1.Release.1

(a)Subject to Section 1(c) below, Executive, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and discharges the Company, its parent and each of their subsidiaries, affiliates and joint venture partners, and all of their past and present employees, officers, directors, agents, owners, shareholders, representatives, members, attorneys, partners, insurers and benefit plans, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, demands, causes of action, suits, controversies, actions, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs, attorneys’ fees, losses or liabilities of any nature whatsoever. in law or in equity, and any other liabilities, known or unknown, suspected or unsuspected of any nature whatsoever (hereinafter, “Claims”) that Executive has or may have against the Released Parties: (i) from the beginning of time through the date upon which Executive signs this Release; (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties; (iii) arising from or in any way related to any agreement with any of the Released Parties, including, but not limited to, the Employment Agreement; and/or (iv) arising from or in any way related to awards, policies, plans, programs or practices of any of the Released Parties that may apply to Executive or in which Executive may participate, in each case, including, but not limited to, under any federal, state or local law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation, including, but not limited to, any Claims under the Age Discrimination in Employment Act, as amended (the “ADEA”).

(b)Executive understands that Executive may later discover claims or facts that may be different from, or in addition to, those which Executive now knows or believes to exist with regards to the subject matter of this Release and the releases in this Section 1, and which, if known at the time of executing this Release, may have materially affected this Release or Executive’s decision to enter into it. Executive hereby waives any right or claim that might arise as a result of such different or additional claims or facts.

(c)This Release is not intended to bar or affect (i) any Claims that may not be waived by private agreement under applicable law, such as claims for workers’ compensation or unemployment insurance benefits, (ii) vested rights under the Company’s 401(k) or pension plan, (iii) rights to indemnification under Section VIII of the Employment Agreement, (iv) any right to the payments and benefits set forth in Section VI-(A)(i)-(iv) of the Employment Agreement, and/or (v) any earned, but unpaid, wages or paid-time-off payable upon a termination of employment that may be owed pursuant to Company policy and applicable law or any unreimbursed expenses payable in accordance with Company policy.

(d)Nothing in this Release is intended to prohibit or restrict Executive’s right to file a charge with, or participate in a charge by, the Equal Employment Opportunity Commission or any other local, state or federal administrative body or government agency; provided, however, that Executive hereby waives the right to recover any monetary damages or other relief against any Released Parties to the fullest extent permitted by law, excepting any benefit or remedy to which Executive is or becomes entitled to pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

1Note to Draft: The Company reserves the right to edit the Release to provide as full a release of claims as is possible under applicable law at the time of the termination of employment.

a.Notwithstanding anything in this Release to the contrary, Executive’s release of Claims under the ADEA (the “ADEA Release”) shall only become effective upon: (i) Executive’s separate signature set forth on the signature page of this Release reflecting his assent to his release of Claims under the ADEA and (ii) the occurrence of the ADEA Release Effective Date.

b.Executive represents that Executive has made no assignment or transfer of any right or Claim covered by this Section 1 and that Executive further agrees that he is not aware of any such right or Claim covered by this Section 1.

c.Executive acknowledges that, as of the date upon which Executive signs this Release, Executive has not (i) filed a Claim with any local, state, or federal administrative body or government agency or (ii) furnished information or assistance to any non-governmental person or entity, who or which is taking or considering whether to take legal action against any of the Released Parties.

1.Return of Company Property. Executive represents that he has returned to the Company all Company property and confidential and proprietary information in his possession or control, in any form whatsoever, including, without limitation, equipment, telephones, smart phones, PDAs, laptops, credit cards, keys, access cards, identification cards, security devices, network access devices, pagers, documents, manuals, reports, books, compilations, work product, e-mail messages, recordings, tapes, removable storage devices, hard drives, computers and computer discs, files and data, which Executive prepared or obtained during the course of his employment with the Company. Executive has also provided the Company with the passcodes to any lock devices or password protected work-related accounts. If Executive discovers any property of the Company or confidential or proprietary information in his possession after the date upon which he signs this Agreement, Executive shall immediately return such property.

2.Nondisparagement. Subject to Section 6 below, Executive agrees not to (a) make any statement, written or oral, directly or indirectly, which in any way disparages the Released Parties or their business, products or services in any manner whatsoever, or portrays the Released Parties or their business, products or services in a negative light or would in any way place the Released Parties in disrepute; and/or (b) encourage anyone else to disparage or criticize the Released Parties or their business, products or services, or put them in a bad light.

3.Consultation/Voluntary Agreement. Executive acknowledges that the Company has advised Executive to consult with an attorney prior to executing this Release. Executive has carefully read and fully understands all of the provisions of this Release. Executive is entering into this Release, knowingly, freely and voluntarily in exchange for good and valuable consideration to which Executive would not be entitled in the absence of executing and not revoking this Release.

4.Review and Revocation Period. Executive has been given twenty-one (21)2 calendar days to consider the terms of this Release, although Executive may sign it at any time sooner. Executive has seven (7) calendar days after the date on which Executive executes this Release for purposes of the ADEA Release to revoke Executive’s consent to the ADEA Release. Such revocation must be in writing and must be e-mailed to [ ] at [ ]3 Notice of such revocation of the ADEA Release must be received within the seven (7) calendar days referenced above. In the event of such revocation of the ADEA Release by Executive, with the exception of the ADEA Release (which shall become null and void), this Release shall otherwise remain fully effective. Provided that Executive does not revoke his execution of the ADEA Release within such seven (7) day revocation period, the “ADEA Release Effective Date” shall occur on the eighth calendar day after the date on which he signs the signature page of this Release reflecting Executive’s assent to the ADEA Release. If Executive does not sign this Release (including the ADEA Release) within twenty-one (21) days after the Company presents it to him, or if Executive timely revokes the ADEA Release within the above- referenced seven day period, Executive shall have no right to the payments and benefits set forth in Section VI-(A)(i)-(iv) of the Employment Agreement.

2Note to Draft: The circumstances of the termination of employment may warrant that the Company provides forty-five (45) days and an Older Workers Benefit Protection Act chart.

3Note to Draft: The Company reserves right to insert appropriate name and contact information at time of termination of employment.

1.Permitted Disclosures. Nothing in this Release or any other agreement between Executive and the Company or any other policies of the Company or its affiliates shall prohibit or restrict Executive or Executive’s attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation or proceeding relating to this Release, or as required by law or legal process, including with respect to possible violations of law; (b) participating, cooperating or testifying in any action, investigation or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization and/or pursuant to the Sarbanes-Oxley Act; or (c) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in this Release or any other agreement between Executive and the Company or any other policies of the Company or its affiliates prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret of the Company or its affiliates that (i) is made (x) in confidence to a Federal, state or local government official, either directly or indirectly, or to Executive’s attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Nothing in this Release or any other agreement between the Company and Executive or any other policies of the Company or its affiliates is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

2.No Admission of Wrongdoing. Neither this Release, nor the furnishing of the consideration for this Release, shall be deemed or construed at any time to be an admission by the parties of any improper or unlawful conduct, and all of the parties expressly deny any improper or unlawful conduct.

3.Third-Party Beneficiaries. Executive acknowledges and agrees that all Released Parties are third- party beneficiaries of this Release and have the right to enforce this Release.

4.Amendments and Waivers. No amendment to or waiver of this Release or any of its terms will be binding unless consented to in writing by Executive and an authorized representative of the Company. No waiver by any Released Party of a breach of any provision of this Release, or of compliance with any condition or provision of this Release to be performed by Executive, will operate or be construed as a waiver of any subsequent breach with respect to any other Released Party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of any Released Party to take any action by reason of any breach will not deprive any other Released Party of the right to take action at any time.

5.Governing Law; Jury Waiver. This Release shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws. Subject to Section 13 below, Executive irrevocably consents to the jurisdiction of, and exclusive venue in, the state and federal courts in Florida with respect to any matters pertaining to, or arising from, this Release. EXECUTIVE EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS RELEASE OR THE MATTERS CONTEMPLATED HEREBY.

6.Savings Clause. If any term or provision of this Release is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Release or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision of this Release is invalid, illegal or unenforceable, this Release shall be enforceable as closely as possible to its intent of providing the Released Parties with a full release of all legally releasable claims through the date upon which Executive signs this Release.

7.Continuing Obligations. Section VII of the Employment Agreement is incorporated herein by reference (the “Continuing Obligations”). If Executive breaches the Continuing Obligations, all amounts and

benefits payable under this Release shall cease and, upon request, Executive shall immediately repay to the Company any and all amounts already paid pursuant to this Release. If any one or more of the Continuing Obligations shall be held by

an arbitrator or a court of competent jurisdiction to be excessively broad as to duration, geography, scope, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.

1.Arbitration. Section XV of the Employment Agreement is incorporated herein by reference and such terms and conditions shall apply to any disputes under this Agreement.

2.Entire Agreement. Except as expressly set forth herein, Executive acknowledges and agrees that this Release constitutes the complete and entire agreement and understanding between the Company and Executive with respect to the subject matter hereof, and supersedes in its entirety any and all prior understandings, commitments, obligations and/or agreements, whether written or oral, with respect thereto; it being understood and agreed that this Release, including the mutual covenants, agreements, acknowledgments and affirmations contained herein, is intended to constitute a complete settlement and resolution of all matters set forth in Section 1 hereof. Executive represents that, in executing this Release, Executive has not relied upon any representation or statement made by any of the Released Parties, other than those set forth in this Release, with regard to the subject matter, basis, or effect of this Release.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, Executive has executed this Release as of the below-indicated date(s).

EXECUTIVE

(Signature)

Print Name: Date:

ACKNOWLEDGED AND AGREED

WITH RESPECT TO ADEA RELEASE EXECUTIVE

EXECUTIVE

(Signature)

Print Name: Date:

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”), effective as of June 1, 2021 (the “Effective Date”), is hereby made by and between Travel + Leisure Co. formerly known as Wyndham Destinations, Inc., a Delaware corporation (the “Company”), and Michael Hug (the “Executive”).

WHEREAS, the Company and the Executive are party to that certain Employment Agreement, dated as of June 1, 2018 (the “Prior Agreement”); and

WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to continue to serve the Company, in accordance with the terms and conditions of this Agreement, which will supersede the Prior Agreement in its entirety effective as of the Effective Date.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION I

EMPLOYMENT; POSITION AND RESPONSIBILITIES

During the Period of Employment (as defined in Section II below), the Company agrees to continue to employ the Executive, and the Executive agrees to continue to be employed by the Company, in each case, in accordance with the terms and conditions set forth in this Agreement.

During the Period of Employment, the Executive will continue to serve as the Chief Financial Officer of the Company and will continue to report to, and be subject to the direction of, the Chief Executive Officer of the Company (the “Supervising Officer”). The Executive will perform such duties and exercise such supervision with regard to the business of the Company as are associated with the Executive’s position, as well as such reasonable additional duties as may be prescribed from time to time by the Supervising Officer. The Executive will, during the Period of Employment, devote substantially all of the Executive’s time and attention during normal business hours to the performance of services for the Company, or as otherwise directed by the Supervising Officer from time to time. The Executive will maintain a primary office and generally conduct the Executive’s business in Orlando, Florida, except for customary business travel in connection with the Executive’s duties hereunder.

SECTION II PERIOD OF EMPLOYMENT

The period of the Executive’s employment under this Agreement (the “Period of Employment”) will begin on the Effective Date and will end on May 31, 2024, subject to earlier termination as provided in this Agreement. No later than 180 days prior to the expiration of the Period of Employment, the Company and the Executive will commence a good faith negotiation

regarding extending the Period of Employment; provided, that neither party hereto will have any obligation hereunder or otherwise to consummate any such extension or enter into any new agreement relating to the Executive’s employment with the Company.

SECTION III COMPENSATION AND BENEFITS

For all services rendered by the Executive pursuant to this Agreement during the Period of Employment, including services as an executive officer, director or committee member of the Company or any subsidiary or affiliate of the Company, the Executive will be compensated as follows:

A.Base Salary.

During the Period of Employment, the Company will pay the Executive a base salary at an annual rate equal to five hundred ninety-four thousand eight hundred and twenty-five dollars ($594,825.00) effective on the Effective Date, subject to such annual increases as the Company’s Board of Directors’ Compensation Committee (the “Committee”) deems appropriate in its sole discretion (“Base Salary”). Base Salary will be payable according to the customary payroll practices of the Company.

B.Annual Incentive Awards.

Effective as of the Effective Date, the Executive will continue to be eligible to earn an annual incentive compensation award in respect of each fiscal year of the Company ending during the Period of Employment, subject to the Committee’s discretion to grant such awards, based upon a target award opportunity equal to 85 % of Base Salary (“Target Award”) earned during each such year, and subject to the terms and conditions of the annual incentive plan covering employees of the Company, and further subject to attainment by the Company of such performance goals, criteria or targets established and certified by the Committee in its sole discretion in respect of each such fiscal year (each such annual incentive, an “Incentive Compensation Award”). Any earned Incentive Compensation Award will be paid to the Executive at such time as will be determined by the Committee, but in no event later than the last day of the calendar year following the calendar year with respect to which the performance targets relate.

C.Long Term Incentive Awards.

The Executive will continue to be eligible for long term incentive awards as determined by the Committee, and the Executive will participate in such grants at a level commensurate with the Executive’s position as a senior executive officer of the Company. For purposes of this Agreement, awards described in this paragraph are referred to as “Long Term Incentive Awards.” Any Long Term Incentive Awards will vest as determined by the Committee, in its sole and absolute discretion (including with respect to any performance-based conditions applicable to vesting), and will be subject to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (Amended and Restated as of November 2, 2020) and any amended or successor plan thereto (the “Equity Plan”) and the applicable

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agreement evidencing such award as determined by the Committee. Any Long Term Incentive Awards will be made in the

Committee’s sole discretion.

A.Employee Benefits.

During the Period of Employment, the Company will continue to provide the Executive with employee benefits generally offered to all eligible full-time employees of the Company, and with perquisites generally offered to similarly situated senior executive officers of the Company, subject to the terms of the applicable employee benefit plans or policies of the Company.

B.Expenses.

During the Period of Employment, the Company will continue to reimburse the Executive for reasonable business expenses incurred by the Executive in connection with the performance of the Executive’s duties and obligations under this Agreement, subject to the Executive’s compliance with such limitations and reporting requirements with respect to expenses as may be established by the Company from time to time. The Company will reimburse all taxable business expenses to the Executive promptly following submission but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expenses are incurred.

SECTION V DEATH AND DISABILITY

The Period of Employment will end upon the Executive’s death. If the Executive becomes Disabled (as defined below) during the Period of Employment, the Period of Employment may be terminated at the option of the Executive upon notice of resignation to the Company, or at the option of the Company upon notice of termination to the Executive. For purposes of this Agreement, “Disability” will have the meaning set forth in Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the rules and regulations promulgated thereunder (“Code Section 409A”). The Company’s obligation to make payments to the Executive under this Agreement will cease as of such date of termination due to death or Disability, except for (A) any Base Salary earned but unpaid, (B) any Incentive Compensation Awards earned but unpaid for a prior completed fiscal year, if any, and (C) any Long Term Incentive Awards earned and vested but unpaid for a prior completed fiscal year, if any, as of the date of such termination, which will be paid in accordance with the terms set forth in Sections IV-A, IV-B and IV-C, respectively, unless otherwise prohibited by law. Notwithstanding the foregoing, the Company will not take any action with respect to the Executive’s employment status pursuant to this Section V earlier than the date on which the Executive becomes eligible for long-term disability benefits under the terms of the Company’s long-term disability plan in effect from time to time.

SECTION VI

EFFECT OF TERMINATION OF EMPLOYMENT

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C.Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below), the Company will pay or provide the Executive, as applicable (or the Executive’s surviving spouse, estate or personal

representative, as applicable), subject to Section XIX:

a.a lump sum payment (the “Severance Payment”) equal to (a) 200% multiplied by (b) the sum of (x) the Executive’s then current Base Salary, plus (y) an amount equal to the highest Incentive Compensation Award paid to the Executive (disregarding voluntary deferrals) with respect to the three fiscal years of the Company immediately preceding the fiscal year in which the Executive’s termination of employment occurs, but in no event will the amount set forth in this subsection (y) exceed the Executive’s then target Incentive Compensation Award, provided, that the Company shall have the right to offset against such Severance Payment any then-existing documented and bona fide monetary debts owed by the Executive to the Company or any of its subsidiaries;

b.subject to Section VI-D below, (a) all time-based Long Term Incentive Awards (including all stock options, stock appreciation rights and restricted stock units)that would have otherwise vested within one (1) year following the Executive’s termination of employment, will vest upon the Executive’s termination of employment; and (b) any performance-based Long Term Incentive Awards (including restricted stock units but excluding stock options and stock appreciation rights) will vest and be paid on a pro rata basis (to the extent that the performance goals applicable to the Long Term Incentive Award are achieved), with such proration to be determined based upon the portion of the full performance period during which the Executive was employed by the Company plus twelve (12) months (or, if less, assuming the Executive was employed by the Company for the entire performance period), with the payment of any such vested performance-based Long Term Incentive Awards to occur at the time that such performance-based long term incentive awards are paid to actively-employed employees generally. The provisions relating to Long Term Incentive Awards set forth in this Section will not supersede or replace any provision or right of the Executive relating to the acceleration of the vesting of such awards in the event of a Change in Control (as defined in the Equity Plan) of the Company or the Executive’s death or Disability, whether pursuant to an applicable stock plan document or award agreement;

c.the Executive will be entitled to a two (2)-year post-termination exercise period (but in no event beyond the original expiration date) for all vested and outstanding stock appreciation rights and options held by the Executive on the date of termination;

d.the Executive shall be eligible to continue to participate in the Company health plans in which the Executive participates (medical, dental and vision) through the end of the month in which the Executive’s termination becomes effective. Following such time, the Executive may elect to continue health plan coverage in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and if the Executive elects such coverage, the Company will reimburse the Executive for the costs associated with such continuing health coverage under COBRA until the earlier of (a) eighteen (18) months from the

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coverage commencement date and (b) the date on which the Executive becomes eligible for health and medical benefits from a subsequent employer; and

e.any of the following amounts that are earned but unpaid through the date of such termination: (a) Incentive Compensation Award for a prior completed fiscal year and (b) Base Salary. The Executive shall retain any Long Term Incentive Awards that have vested and been paid to the Executive as of the date of such termination, unless otherwise prohibited by law.

A.Termination for Cause; Resignation. If the Executive’s employment terminates due to a Termination for Cause or a Resignation, Base Salary earned but unpaid as of the date of such termination will be paid to the Executive in accordance with Section VI-D below. Outstanding stock options and other equity awards held by the Executive as of the date of termination will be treated in accordance with their terms. Except as provided in this paragraph, the Company will have no further obligations to the Executive hereunder.

B.For purposes of this Agreement, the following terms have the following meanings:

a.“Termination for Cause” means a termination of the Executive’s employment by the Company due to (a) the Executive’s willful failure to substantially perform the Executive’s duties as an employee of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness) or material breach of the Company’s Business Principles, policies or standards, (b) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Executive against the Company or any of its subsidiaries, (c) the Executive’s conviction or plea of nolo contendere for a felony (or its state law equivalent) or any crime involving moral turpitude or dishonesty (which conviction, due to the passage of time or otherwise, is not subject to further appeal), (d) the Executive’s gross negligence in the performance of the Executive’s duties, or (e) the Executive purposely or negligently making a false certification regarding the Company’s financial statements. The Company will provide a detailed written notice to the Executive of its intention to terminate the Executive’s employment and that such termination is a Termination for Cause, along with a description of the Executive’s conduct that the Company believes gives rise to the Termination for Cause, and provide the Executive with a period of fifteen (15) days to cure such conduct (unless the Company reasonably determines in its discretion that the Executive’s conduct is not subject to cure) and/or challenge the Company’s determination that such termination is a Termination for Cause; provided, however, that (x) the determination of whether such conduct has been cured and/or gives rise to a Termination for Cause will be made by the Company, in its sole discretion, and (y) the Company will be entitled to immediately and unilaterally restrict or suspend the Executive’s duties during such fifteen (15)-day period pending its determination.

b.“Constructive Discharge” means, without the consent of the Executive, (a) any material breach by the Company of the terms of this Agreement, (b) a material diminution in the Executive’s Base Salary or Target Award, (c) a material diminution in the Executive’s authority, duties or responsibilities, (d) a relocation of the Executive’s primary office to a location more than fifty (50) miles from the Executive’s then current primary business, or (e) the Company not offering to renew the Executive’s employment agreement on substantially similar terms prior to the end of the Period of Employment (as may be extended from time to time). The Executive must provide the Company a detailed written notice that describes the circumstances

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being relied on for such termination with respect to this Agreement within thirty (30) days after the event, circumstance or condition first arose giving rise to the notice. The Company will have thirty (30) days after receipt of such notice to remedy the situation prior to the termination for Constructive Discharge. If no such cure occurs, the Executive’s employment will be terminated on the close of business on the thirtieth (30th) day after the Executive provided the required written notice.

c.“Without Cause Termination” or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to (a) the Executive’s

death or Disability or (b) a Termination for Cause.

a.“Resignation” means a termination of the Executive’s employment by the Executive, other than in connection with a Constructive Discharge.

A.Conditions to Payment and Acceleration. In the event of a termination under this Section VI, any earned but unpaid Base Salary as of the date of such termination will be paid in accordance with Section IV-A, and in the event of a Termination Without Cause or a Constructive Discharge, any earned but unpaid Incentive Compensation Award for a prior completed fiscal year as of the date of such termination will be paid in accordance with Section IV-B, and for the avoidance of doubt, the Executive shall retain any Long Term Incentive Awards that have vested and been paid to the Executive as of the date of such termination, unless otherwise prohibited by law. All payments due to the Executive under Sections VI-A(i) will be made to the Executive in a lump sum no later than the sixtieth (60th) day following the date of termination; provided, however, that (i) all payments and benefits under Sections VI-A(i) - (iii) will be subject to, and contingent upon, the execution by the Executive (or the Executive’s beneficiary or estate) of a release of claims substantially in the form attached hereto as Exhibit A, and (ii) in the event that the period during which the Executive is entitled to consider the general release (and to revoke the release, if applicable) spans two (2) calendar years, then any payment that otherwise would have been payable during the first calendar year will be made on the later of (a) the end of the revocation period (assuming that the Executive does not revoke), and (b) the first business day of the second calendar year (regardless of whether the Executive used the full time period allowed for consideration), to the extent required for purposes of Code Section 409A. The payments due to the Executive under Section VI-A will be in lieu of any other severance benefits otherwise payable to the Executive under any severance plan of the Company or its affiliates. The Company will provide the general release to the Executive within ten (10) business days following the Executive’s last day of employment.

SECTION VII

OTHER DUTIES OF THE EXECUTIVEDURING AND AFTER THE PERIOD OF EMPLOYMENT

A.The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in the Executive’s possession and fully cooperate with the Company and its affiliates as may be requested in connection with any claims or legal

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action in which the Company or any of its affiliates is or may become a party. During the Period of Employment, the Executive will comply in all respects with the Company’s Business Principles, policies and standards. After the Period of Employment, the Executive will cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party. After the Period of Employment, the Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of the Executive’s life in connection with the Executive’s cooperation in such matters as provided for in this Section VII-A.

A.The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, practices and procedures; members; acquisition candidates; financial condition; clients; customers or other relationships of the Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the Company or any of its affiliates. Access to and knowledge of certain of the Information is essential to the performance of the Executive’s duties under this Agreement. The Executive will not during the Period of Employment or thereafter, except to the extent reasonably necessary in performance of the Executive’s duties under this Agreement, give to any person, firm, association, corporation, or governmental agency any Information, except as may be required by law. The Executive will not make use of the Information for the Executive’s own purposes or for the benefit of any person or organization other than the Company or any of its affiliates. The Executive will also use the Executive’s best efforts to prevent the disclosure of this Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into the Executive’s possession, are confidential and will remain the property of the Company or its affiliates.

B.During the Period of Employment (as may be extended from time to time) and the Post Employment Period (as defined below and, together with the Period of Employment, the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use the Executive’s status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to the Executive in the absence of the Executive’s relationship to the Company or any of its affiliates. Notwithstanding the provisions set forth herein, the Executive may disclose the Executive’s employment relationship with the Company in connection with a personal loan application.

a.During the Restricted Period, the Executive will not make any statements or perform any acts intended to advance or which reasonably could have the effect of advancing the interest of any competitors of the Company or any of its affiliates or in any way injuring or intending to injure the interests of the Company or any of its affiliates. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, engage in, or directly or indirectly (whether for compensation or otherwise), own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party or business which competes with the business of the Company or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor,

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common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence will operate throughout the United States and the world.

b.During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, request or advise any then current client, customer or supplier of the Company to withdraw, curtail or cancel its business with the Company or any of its affiliates, or solicit or contact any such client, customer or supplier with a view to inducing or encouraging such client, customer or supplier to discontinue or curtail any business relationship with the

Company or any of its affiliates. The Executive will not have discussions with any employee of the Company or any of its affiliates regarding information or plans for any business intended to compete with the Company or any of its affiliates.

a.During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly cause, solicit, entice or induce (or endeavor to cause, solicit, entice or induce) any present or future employee or independent contractor of the Company or any of its affiliates to leave the employ of, or otherwise terminate its relationship with, the Company or any of its affiliates or to accept employment with, provide services to or receive compensation from the Executive or any person, firm, company, association or other entity with which the Executive is now or may hereafter become associated. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its subsidiaries or affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee.

b.For the purposes of this Agreement, the term “proprietary interest” means legal or equitable ownership, whether through stock holding or otherwise, of an equity interest in a business, firm or entity, or ownership of any class of equity interest in a publicly-held company (unless such ownership of a publicly-held company is 5% or less); the term “affiliate” includes without limitation all subsidiaries, joint venturers and licensees of the Company (including, without limitation, any affiliated individuals or entities); and the term, “Post Employment Period” means either (a) if the Executive’s employment terminates for any reason at such time following the expiration of the Period of Employment hereunder, a period of one year following the Executive’s termination of employment; or (b) if the Executive’s employment terminates during the Period of Employment hereunder, a period of two years following the Executive’s termination of employment.

A.The Executive hereby acknowledges that damages at law may be an insufficient remedy to the Company if the Executive violates the terms of this Agreement and that the Company will be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VII without the necessity of

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posting any bond or showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction will be in addition to, and not in limitation of, any other rights or remedies the Company may have. Without limiting the generality of the foregoing, neither party will oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section VII.

B.The period of time during which the provisions of this Section VII will be in effect will be extended by the length of time during which the Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

C.The Executive agrees that the restrictions contained in this Section VII are an essential element of the compensation the Executive is granted hereunder and but for the

Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement.

A.Notice of Statutory Exceptions.

a.Nothing in this Agreement shall prohibit or restrict the Company, any of its affiliates, the Executive or their respective attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement made hereunder, or as required by law or legal process, including with respect to possible violations of law; (b) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; or (c) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in this Agreement prohibits or restricts the Company, any of its affiliates, or the Executive from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation.

b.Pursuant to 18 U.S.C. § 1833(b), the Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company or any of its affiliates that (a) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to the Executive’s attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Executive files a lawsuit for retaliation by the Company or any of its affiliates for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if the Executive files any document containing the trade secret under seal and does not disclose the trade secret except under court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.’

SECTION VIII INDEMNIFICATION

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The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of the Company’s incorporation in effect at that time, or the certificate of incorporation and by-laws of the Company, whichever affords the greater protection to the Executive (including payment of expenses in advance of final disposition of a proceeding as permitted by such laws, certificate of incorporation or by-laws).

SECTION IX MITIGATION

The Executive will not be required to mitigate the amount of any payment provided for hereunder by seeking other employment or otherwise, nor will the amount of any such payment be reduced by any compensation earned by the Executive as the result of employment by another employer after the date the Executive’s employment hereunder terminates, except as expressly provided in Section VI-A(iv).

SECTION X

WITHHOLDING TAXES

The Executive acknowledges and agrees that the Company may withhold from applicable payments under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation.

SECTION XI

EFFECT OF PRIOR AGREEMENTS

Upon the Effective Date, this Agreement will be deemed to have superseded and replaced each of any prior employment or consultant agreement between the Company (and/or its affiliates, including without limitation, its respective predecessors) and the Executive, including, without limitation, the Prior Agreement.

SECTION XII

CONSOLIDATION, MERGER OR SALE OF ASSETS; ASSIGNMENT

Nothing in this Agreement will preclude the Company from consolidating or merging into or with, or transferring all or a portion of its business and/or assets to, another corporation. The Company may assign this Agreement to any successor to all or a portion of the business and/or assets of the Company, provided, that in the event of such an assignment, the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, the failure of which shall constitute a Constructive Discharge pursuant to Section VI-C(ii) herein.

SECTION XIII MODIFICATION

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This Agreement may not be modified or amended except in writing signed by the parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver will operate only as to the specific term or condition waived and will not constitute a waiver for the future or act as a waiver of anything other than that which is specifically waived.

SECTION XIV GOVERNING LAW

This Agreement has been executed and delivered in the State of Florida and its validity, interpretation, performance and enforcement will be governed by the internal laws of that state. In any action brought by the Company under Section VII-D above, Executive consents to exclusive jurisdiction and venue in the federal and state courts in, at the election of the Company, (A) the State of Florida; and/or (B) any state and county in which the Company contends that Executive has breached any agreement with or duty to the Company. In any action brought by Executive under Section VII-D above, the Company consents to the exclusive jurisdiction and venue in the federal and state courts of the State of Florida.

SECTION XV ARBITRATION

A.The Executive and the Company mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies, or claims related in any way to the Executive’s employment and/or relationship with the Company, including, without limitation, any dispute, controversy or claim of alleged discrimination, harassment, or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, or disability, or any other protected characteristics under the law); any dispute, controversy, or claim arising out of or relating to any agreements between the Executive and the Company, including this Agreement (other than with respect to the matters covered by Section VII for which the Company may, but will not be required to, seek injunctive relief in a court of competent jurisdiction); and any dispute as to the ability to arbitrate a matter under this Agreement (collectively, “Claims”); provided, however, that nothing in this Agreement shall require arbitration of any Claims which, by law, cannot be the subject of a compulsory arbitration agreement, and nothing in this Agreement shall be interpreted to mean that the Executive is precluded from filing complaints with the Equal Employment Opportunity Commission or the National Labor Relations Board.

B.Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute within the same statute of limitations period applicable to such Claims. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to arbitration in Florida, to JAMS, before a single arbitrator appointed in accordance with the Employment Arbitration Rules and Procedures of JAMS (“JAMS Rules”) then in effect, modified only as herein expressly provided. The arbitrator shall be selected in accordance with the JAMS Rules; provided that the arbitrator shall be an attorney (i) with at least ten (10) years of significant experience in employment matters and/or (ii) a former federal or state court judge. After the aforesaid twenty (20) days, either party, upon ten (10) days’ notice to the other,

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may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. The arbitrator will be empowered to award either party any remedy, at law or in equity, that the party would otherwise have been entitled to, had the matter been litigated in court; provided, however, that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall

issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced, or appealed in any court having jurisdiction thereof. Any arbitration proceedings, decision, or award rendered hereunder, and the validity, effect, and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

A.Each party to any dispute shall pay its own expenses, including attorneys’ fees; provided, however, that the Company shall pay all reasonable costs, fees, and expenses that the Executive would not otherwise have been subject to paying if the Claim had been resolved in a court of competent jurisdiction.

B.The parties agree that this Section XV has been included to rapidly, inexpensively and confidentially resolve any disputes between them, and that this Section XV will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, except as otherwise provided in Section XV-A herein, other than (i) any action seeking a restraining order or other injunctive or equitable relief or order in aid of arbitration or to compel arbitration from a court of competent jurisdiction, (ii) any action seeking interim injunctive or equitable relief from the arbitrator pursuant to the JAMS Rules or (iii) post-arbitration actions seeking to enforce an arbitration award from a court of competent jurisdiction. IN THE EVENT THAT ANY COURT DETERMINES THAT THIS ARBITRATION PROCEDURE IS NOT BINDING, OR OTHERWISE ALLOWS ANY LITIGATION REGARDING A DISPUTE, CLAIM, OR CONTROVERSY COVERED BY THIS AGREEMENT TO PROCEED, THE PARTIES HERETO HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN OR WITH RESPECT TO SUCH LITIGATION.

C.The parties will keep confidential, and will not disclose to any person, except to counsel for either of the parties and/or as may be required by law, the existence of any controversy hereunder, the referral of any such controversy to arbitration or the status or resolution thereof. Accordingly, the Executive and the Company agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose, or permit the disclosure of any information, evidence, or documents produced by any other party in the arbitration proceedings or about the existence, contents, or results of the proceedings, except as necessary and appropriate for the preparation and conduct of the arbitration proceedings, or as may be required by any legal process, or as required in an action in aid of arbitration, or for enforcement of or appeal from an arbitral award. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests (e.g., by application for a protective order and/or to file under seal).

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SECTION XVI SURVIVAL

Sections VII through XIX will continue in full force in accordance with their respective terms notwithstanding any termination of the Period of Employment.

SECTION XVII SEVERABILITY

All provisions of this Agreement are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or enforceability of any other provision of this Agreement. The parties hereto further agree that any such invalid or unenforceable provision will be deemed modified so that it will be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.

SECTION XVIII NO CONFLICTS

The Executive represents and warrants to the Company that the Executive is not a party to or otherwise bound by any agreement or arrangement (including, without limitation, any license, covenant, or commitment of any nature), or subject to any judgment, decree, or order of any court or administrative agency, that would conflict with or will be in conflict with or in any way preclude, limit or inhibit the Executive’s ability to execute this Agreement or to carry out the Executive’s duties and responsibilities hereunder.

SECTION XIX SECTION 409A OF THE CODE

A.Section 409A. Although the Company does not guarantee to the Executive any particular tax treatment relating to the payments and benefits under this Agreement, it is intended that such payments and benefits be exempt from, or comply with, Code Section 409A, and this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

B.Separation From Service. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms will mean Separation from Service.

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A.Reimbursement. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and such reimbursement will be made no later than the end of the calendar year following the calendar year in which the expense is incurred, provided that the foregoing clause will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

B.Specified Employee. If the Executive is deemed on the date of termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then:

a.With regard to any payment, the providing of any benefit or any distribution of equity that constitutes “deferred compensation” subject to Code Section 409A, payable upon separation from service, such payment, benefit or distribution will not be made or provided prior to the earlier of (a) the expiration of the six (6)-month period measured from the date of the Executive’s Separation from Service and (b) the date of the Executive’s death, to the extent required to comply with Code Section 409A; and

b.On the first day of the seventh (7th) month following the date of the Executive’s Separation from Service or, if earlier, on the date of death, (a) all payments delayed pursuant to this Section XIX will be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal dates specified for them herein and (b) all distributions of equity delayed pursuant to this Section XIX will be made to the Executive.

C.Company Discretion. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment will be made within 60 days following the date of termination”), the actual date of payment within the specified period will be within the sole discretion of the Company and the number of days referenced will refer to the number of calendar days.

D.Compliance. Notwithstanding anything herein to the contrary, in no event whatsoever will the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date indicated below, with an effective date of June 1, 2021.

TRAVEL + LEISURE CO.

By: /s/ Michael Brown    

    Name:    Michael Brown

    Title:    Chief Executive Officer

    Date:    May 17, 2021

/s/Michael A. Hug        

Michael Hug

Date: May 17, 2021

EXHIBIT A

RELEASE

As a condition precedent to Travel + Leisure Co. (the “Company”) providing the consideration set forth in Section VI-(A)(i)-(iv) of the Amended and Restated Employment Agreement, dated [●], 2021 (the “EmploymentAgreement”), to which this Release is attached as Exhibit A (this “Release”), on or following the “ADEA Release Effective Date” (as defined below) to the undersigned executive (“Executive”), Executive hereby agrees to the terms of this Release as follows:

1.Release.1

(a)Subject to Section 1(c) below, Executive, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and discharges the Company, its parent and each of their subsidiaries, affiliates and joint venture partners, and all of their past and present employees, officers, directors, agents, owners, shareholders, representatives, members, attorneys, partners, insurers and benefit plans, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, demands, causes of action, suits, controversies, actions, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs, attorneys’ fees, losses or liabilities of any nature whatsoever. in law or in equity, and any other liabilities, known or unknown, suspected or unsuspected of any nature whatsoever (hereinafter, “Claims”) that Executive has or may have against the Released Parties: (i) from the beginning of time through the date upon which Executive signs this Release; (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties; (iii) arising from or in any way related to any agreement with any of the Released Parties, including, but not limited to, the Employment Agreement; and/or (iv) arising from or in any way related to awards, policies, plans, programs or practices of any of the Released Parties that may apply to Executive or in which Executive may participate, in each case, including, but not limited to, under any federal, state or local law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation, including, but not limited to, any Claims under the Age Discrimination in Employment Act, as amended (the “ADEA”).

(b)Executive understands that Executive may later discover claims or facts that may be different from, or in addition to, those which Executive now knows or believes to exist with regards to the subject matter of this Release and the releases in this Section 1, and which, if known at the time of executing this Release, may have materially affected this Release or Executive’s decision to enter into it. Executive hereby waives any right or claim that might arise as a result of such different or additional claims or facts.

(c)This Release is not intended to bar or affect (i) any Claims that may not be waived by private agreement under applicable law, such as claims for workers’ compensation or unemployment insurance benefits, (ii) vested rights under the Company’s 401(k) or pension plan, (iii) rights to indemnification under Section VIII of the Employment Agreement, (iv) any right to the payments and benefits set forth in Section VI-(A)(i)-(iv) of the Employment Agreement, and/or (v) any earned, but unpaid, wages or paid-time-off payable upon a termination of employment that may be owed pursuant to Company policy and applicable law or any unreimbursed expenses payable in accordance with Company policy.

(d)Nothing in this Release is intended to prohibit or restrict Executive’s right to file a charge with, or participate in a charge by, the Equal Employment Opportunity Commission or any other local, state or federal administrative body or government agency; provided, however, that Executive hereby waives the right to recover any monetary damages or other relief against any Released Parties to the fullest extent permitted by law, excepting any benefit or remedy to which Executive is or becomes entitled to pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

1Note to Draft: The Company reserves the right to edit the Release to provide as full a release of claims as is possible under applicable law at the time of the termination of employment.

a.Notwithstanding anything in this Release to the contrary, Executive’s release of Claims under the ADEA (the “ADEA Release”) shall only become effective upon: (i) Executive’s separate signature set forth on the signature page of this Release reflecting his assent to his release of Claims under the ADEA and (ii) the occurrence of the ADEA Release Effective Date.

b.Executive represents that Executive has made no assignment or transfer of any right or Claim covered by this Section 1 and that Executive further agrees that he is not aware of any such right or Claim covered by this Section 1.

c.Executive acknowledges that, as of the date upon which Executive signs this Release, Executive has not (i) filed a Claim with any local, state, or federal administrative body or government agency or (ii) furnished information or assistance to any non-governmental person or entity, who or which is taking or considering whether to take legal action against any of the Released Parties.

1.Return of Company Property. Executive represents that he has returned to the Company all Company property and confidential and proprietary information in his possession or control, in any form whatsoever, including, without limitation, equipment, telephones, smart phones, PDAs, laptops, credit cards, keys, access cards, identification cards, security devices, network access devices, pagers, documents, manuals, reports, books, compilations, work product, e-mail messages, recordings, tapes, removable storage devices, hard drives, computers and computer discs, files and data, which Executive prepared or obtained during the course of his employment with the Company. Executive has also provided the Company with the passcodes to any lock devices or password protected work-related accounts. If Executive discovers any property of the Company or confidential or proprietary information in his possession after the date upon which he signs this Agreement, Executive shall immediately return such property.

2.Nondisparagement. Subject to Section 6 below, Executive agrees not to (a) make any statement, written or oral, directly or indirectly, which in any way disparages the Released Parties or their business, products or services in any manner whatsoever, or portrays the Released Parties or their business, products or services in a negative light or would in any way place the Released Parties in disrepute; and/or (b) encourage anyone else to disparage or criticize the Released Parties or their business, products or services, or put them in a bad light.

3.Consultation/Voluntary Agreement. Executive acknowledges that the Company has advised Executive to consult with an attorney prior to executing this Release. Executive has carefully read and fully understands all of the provisions of this Release. Executive is entering into this Release, knowingly, freely and voluntarily in exchange for good and valuable consideration to which Executive would not be entitled in the absence of executing and not revoking this Release.

4.Review and Revocation Period. Executive has been given twenty-one (21)2 calendar days to consider the terms of this Release, although Executive may sign it at any time sooner. Executive has seven (7) calendar days after the date on which Executive executes this Release for purposes of the ADEA Release to revoke Executive’s consent to the ADEA Release. Such revocation must be in writing and must be e-mailed to [ ] at [ ]3 Notice of such revocation of the ADEA Release must be received within the seven (7) calendar days referenced above. In the event of such revocation of the ADEA Release by Executive, with the exception of the ADEA Release (which shall become null and void), this Release shall otherwise remain fully effective. Provided that Executive does not revoke his execution of the ADEA Release within such seven (7) day revocation period, the “ADEA Release Effective Date” shall occur on the eighth calendar day after the date on which he signs the signature page of this Release reflecting Executive’s assent to the ADEA Release. If Executive does not sign this Release (including the ADEA Release) within twenty-one (21) days after the Company presents it to him, or if Executive timely revokes the ADEA Release within the above- referenced seven day period, Executive shall have no right to the payments and benefits set forth in Section VI-(A)(i)-(iv) of the Employment Agreement.

5.Permitted Disclosures. Nothing in this Release or any other agreement between Executive and the

2Note to Draft: The circumstances of the termination of employment may warrant that the Company provides forty-five (45) days and an Older Workers Benefit Protection Act chart.

3Note to Draft: The Company reserves right to insert appropriate name and contact information at time of termination of employment.

Company or any other policies of the Company or its affiliates shall prohibit or restrict Executive or Executive’s attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action,

investigation or proceeding relating to this Release, or as required by law or legal process, including with respect to possible violations of law; (b) participating, cooperating or testifying in any action, investigation or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization and/or pursuant to the Sarbanes-Oxley Act; or (c) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in this Release or any other agreement between Executive and the Company or any other policies of the Company or its affiliates prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret of the Company or its affiliates that (i) is made (x) in confidence to a Federal, state or local government official, either directly or indirectly, or to Executive’s attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Nothing in this Release or any other agreement between the Company and Executive or any other policies of the Company or its affiliates is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

1.No Admission of Wrongdoing. Neither this Release, nor the furnishing of the consideration for this Release, shall be deemed or construed at any time to be an admission by the parties of any improper or unlawful conduct, and all of the parties expressly deny any improper or unlawful conduct.

2.Third-Party Beneficiaries. Executive acknowledges and agrees that all Released Parties are third- party beneficiaries of this Release and have the right to enforce this Release.

3.Amendments and Waivers. No amendment to or waiver of this Release or any of its terms will be binding unless consented to in writing by Executive and an authorized representative of the Company. No waiver by any Released Party of a breach of any provision of this Release, or of compliance with any condition or provision of this Release to be performed by Executive, will operate or be construed as a waiver of any subsequent breach with respect to any other Released Party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of any Released Party to take any action by reason of any breach will not deprive any other Released Party of the right to take action at any time.

4.Governing Law; Jury Waiver. This Release shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws. Subject to Section 13 below, Executive irrevocably consents to the jurisdiction of, and exclusive venue in, the state and federal courts in Florida with respect to any matters pertaining to, or arising from, this Release. EXECUTIVE EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS RELEASE OR THE MATTERS CONTEMPLATED HEREBY.

5.Savings Clause. If any term or provision of this Release is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Release or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision of this Release is invalid, illegal or unenforceable, this Release shall be enforceable as closely as possible to its intent of providing the Released Parties with a full release of all legally releasable claims through the date upon which Executive signs this Release.

6.Continuing Obligations. Section VII of the Employment Agreement is incorporated herein by reference (the “Continuing Obligations”). If Executive breaches the Continuing Obligations, all amounts and benefits payable under this Release shall cease and, upon request, Executive shall immediately repay to the Company any and all amounts already paid pursuant to this Release. If any one or more of the Continuing Obligations shall be held by an arbitrator or a court of competent jurisdiction to be excessively broad as to duration, geography, scope, activity or

subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.

1.Arbitration. Section XV of the Employment Agreement is incorporated herein by reference and such terms and conditions shall apply to any disputes under this Agreement.

2.Entire Agreement. Except as expressly set forth herein, Executive acknowledges and agrees that this Release constitutes the complete and entire agreement and understanding between the Company and Executive with respect to the subject matter hereof, and supersedes in its entirety any and all prior understandings, commitments, obligations and/or agreements, whether written or oral, with respect thereto; it being understood and agreed that this Release, including the mutual covenants, agreements, acknowledgments and affirmations contained herein, is intended to constitute a complete settlement and resolution of all matters set forth in Section 1 hereof. Executive represents that, in executing this Release, Executive has not relied upon any representation or statement made by any of the Released Parties, other than those set forth in this Release, with regard to the subject matter, basis, or effect of this Release.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, Executive has executed this Release as of the below-indicated date(s).

EXECUTIVE

(Signature)

Print Name: Date:

ACKNOWLEDGED AND AGREED

WITH RESPECT TO ADEA RELEASE EXECUTIVE

EXECUTIVE

(Signature)

Print Name: Date:

EX-10.3

Exhibit 10.3

Travel + Leisure Co.

2018EmployeeStockPurchasePlan

1.Purpose. The Travel + Leisure Co. 2018 Employee Stock Purchase Plan is intended toprovide employees of the Company and its Participating Subsidiaries with an opportunity to becomeshareholders of the Company through the purchase of shares of Common Stock. The Company intendsthat the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code, and the Planshall beinterpreted ina manner that is consistent withthat intent.

2.Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:“Board”meanstheBoardofDirectorsoftheCompany,asconstitutedfromtimetotime.

“Change in Control”hasthesamemeaningsetforthintheCompany’s2006EquityandIncentivePlan,as maybehereafter amendedfromtimetotime.

“Code”meanstheU.S.InternalRevenueCodeof1986,asamendedfromtimetotime,andtherulesandregulations promulgatedthereunder.

“Committee”meanstheCompensationCommitteeoftheBoard.

“Common Stock” means shares of the common stock, par value $.01 per share, of the Company.“Company”meansTravel + Leisure Co.,acorporationorganizedunderthelawsofthe

StateofDelaware,oranysuccessorcorporation.

“Compensation”means,unlessotherwisedeterminedbytheCommittee,allofeachEligibleEmployee’s regular or base salary or wages (including overtime and commissions) paid to such EligibleEmployeebytheCompanyoraSubsidiary.UnlessotherwisedeterminedbytheCommittee,Compensationshallnotincludeannualbonuspayments,certainincentivepayments,stockoptionpaymentsorotherincome in connectionwith equity-based awards, severance pay, allowancesorreimbursements such as car allowances, relocation expenses or any other forms of compensation otherthan base salary or wages. Compensation shall include only that compensation which is actually paid tothe EligibleEmployee during the calendaryear. Notwithstanding the foregoing, Compensation shallinclude any amount which is contributed by the Company pursuant to a salary reduction agreement andwhich is not includable in the gross income of the Eligible Employee under Code Sections 125, 132(f)(4),402(e)(3), 402(h), 403(b) or 451. The Committee will have discretion to determine the application of thisdefinitionunder the Planoranysub-planoutside ofthe UnitedStates.

“Designated Broker” means the financial services firm or other agent designated by the Companyto maintain ESPP Share Accounts on behalf of Participants who have purchased shares of CommonStockunder thePlan.

“Effective Date” means the date as of which this Plan is adopted by the Board, subject to the Planobtaining shareholder approval in accordance with Section 20.10 hereof.Notwithstanding the foregoing,an Offering Period can commence after Board approval but prior to shareholder approval; provided thatoptions granted under such Offering Period will be contingent upon receipt of shareholder approval, and ifshareholder approval is not obtained, all accumulated payroll deductions will be promptly refunded and nosharesofCommonStock maybeissuedunder thePlan.

“Employee” means any person who renders services to the Company or a Subsidiary as anemployee pursuant to an employment relationship with such employer. For purposes of the Plan, theemployment relationship inthe United States shall betreated ascontinuing intact while the individual ison military leave, sick leave or other leave of absence approved by the Company or a ParticipatingSubsidiarythatmeetstherequirementsofTreasuryRegulationSection1.421-1(h)(2).Wheretheperiodof leave exceeds three (3) months, or such other period of time specified in Treasury Regulation Section1.421-1(h)(2), and the individual's right to re-employment is not guaranteed by statute or contract, theemployment relationship shall be deemed to have terminated on the first day immediately following suchthree-monthperiod,orsuchotherperiodspecified inTreasuryRegulation Section1.421-1(h)(2).

“Eligible Employee”means,consistentwiththerequirementsofSection423oftheCode,anEmployeeoftheCompanyoraParticipatingSubsidiary,excludinganyEmployee(i)whoisemployedfor

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less than ninety (90) days (or such other period of time as the Committee may determine in is discretion,which in no event may exceed two (2) years) prior to enrollment in the ESPP, (ii) whose customaryemployment is less than twenty (20) hours per week, or (iii) whose customary employment is for not morethan five (5) months per calendar year. Notwithstanding the foregoing, the Committee may exclude fromparticipation in the Plan or any Offering Employees who are "highly compensated employees" of theCompany or a Participating Subsidiary (within the meaning of Section 414(q) of the Code) or a sub-set ofsuchhighlycompensatedemployees.

“Enrollment Form” means an agreement pursuant to which an Eligible Employee may elect toenroll in the Plan, to authorize a new level of payroll deductions, or to stop payroll deductions andwithdrawfromanOfferingPeriod.

“ESPP Share Account” means an account into which Common Stock purchased with accumulatedpayrolldeductionsat the endof anOfferingPeriodare heldon behalfof a Participant.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time,andtherules andregulations promulgatedthereunder.

“Fair Market Value” means, as of any date, including for purposes of this Plan any Purchase Date,unlessotherwisedeterminedby theCommitteeorrequiredbyapplicablelaw,theclosingpriceofCommon Stock as reported on Bloomberg. Notwithstanding the foregoing, if at the Purchase Date or anyotherapplicable date,theCommon Stockisnot then listed on a national securitiesexchange,"FairMarket Value" shall mean, (i) if the shares of Common Stock are then traded in an over-the-countermarket, the averageofthe bid and askprice for shares ofCommon Stockin such over-the-countermarket on such date, and (ii) if the shares of Common Stock are not then listed on a national securitiesexchangeortradedinanover-the-countermarket,orthevalueofsuchsharesisnototherwisedeterminable,suchvalueasdeterminedbytheCommitteein its solediscretion.

“Offering Date”meansthefirstTradingDayofeachOfferingPeriodasdesignatedbytheCommittee.

“Offering or Offering Period” means a period of six months beginning each January 1st and July1st of each year; provided, that, pursuant to Section 5, the Committee may change the duration of futureOffering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start andend datesoffutureOfferingPeriods.

“Officer” means an “officer” of the Company as such term is defined in Rule 16a-1(f) under theExchangeAct.

“Participant”meansanEligibleEmployeewhoisactivelyparticipatinginthePlan.

“Participating Subsidiaries” means the Subsidiaries that have been designated as eligible toparticipateinthePlan,andsuchotherSubsidiariesthatmaybedesignatedbytheCommitteefromtimetotimeinits solediscretion.

“Plan” means the Travel + Leisure Co. 2018 Employee Stock Purchase Plan, as set forthherein,andas amendedfromtimetotime.

“Purchase Date”meansthelastTradingDayofeachOfferingPeriod.

“Purchase Price” means, unless otherwise provided by the Committee, an amount equal to ninety(90%) of the Fair Market Value of a share of Common Stock on the Purchase Date; provided, that, thePurchase Price per share of Common Stock will in no event be less than 85% of the closing price of theCommonStockonthePurchaseDate.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and therulesandregulations promulgatedthereunder.

“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined inSection424(f) oftheCode.

“Trading Day” means any day on which the stockexchange upon which the Common Stock islisted is open for trading or, if the Common Stock is not listed on an established stock exchange ornationalmarketsystem,abusiness day, as determined bythe Committeein goodfaith.

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3.Administration.

a.Authority. The Plan shall be administered by the Committee, which shall have the authority toconstrue and interpret the Plan, prescribe, amend and rescind rules relating to the Plan's administrationand take any other actions necessary or desirable for the administration of the Plan including, withoutlimitation, (a) determining when and how rights to purchase Common Stock will be granted and the termsof each Offering (which need not be identical); (b) designating from time to time which Subsidiaries will beParticipatingSubsidiaries,whichdesignationmay bemadewithouttheapprovaloftheCompany’sshareholders, and adopting sub-plansapplicable toparticularParticipatingSubsidiariesorlocations,which sub-plans may be designed to be outside the scope of Section 423 of the Code; and (c) making alldeterminations it deems advisable for the administration of the Plan or any sub-plan. The Committee maycorrect any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. Thedecisions of the Committee shall be final and binding on all persons. All expenses of administering thePlanshallbebornebytheCompany.

b.Delegation of Authority.To the extent permitted by applicable law, the Committee may fromtime to time delegate some or all of its authority under the Plan to a subcommittee or subcommittees ofthe Committee, one or more of the Company’s officers or management team, or other persons or groupsof persons as it deems necessary, appropriate or advisable under conditions or limitations that it may setat or after the time of the delegation. For purposes of this Plan, reference to the “Committee” will bedeemed to refer to any subcommittee, subcommittees, or otherpersons or groups ofpersons to whomtheCommitteedelegates authoritypursuanttothisSection3.2.

c.Indemnification. The Company agrees to indemnify and to defend to the fullest extentpermitted by law any officer(s) or employee(s) to whom the Committee has delegated its authority underthe Plan pursuant to Section 3.2 (including any such individual who formerly served as such a delegee)against all liabilities, damages, costsandexpenses(includingattorneys’ feesand amountspaid insettlementofany claimsapprovedby theCompany)occasionedby any actoromissiontoactinconnection withthePlan,ifsuchactor omissionisingoodfaith.

4.Eligibility.

a.General. Unless otherwise determined by the Committee in a manner that is consistent withSection 423 of the Code, any individual who is an Eligible Employee as of the first day of an OfferingPeriodshallbeeligibletoparticipateinsuchOfferingPeriod,subjecttotherequirementsofSection423oftheCode.

b.Limits on Participation. Notwithstanding any provision of the Plan to the contrary, no EligibleEmployeeshall begranted anoptionunderthe Planif:

a.immediately after the grant of the option, such Eligible Employee (or any other person whosestock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would owncapital stock of the Company and/or hold outstanding options to purchase stock possessing five percent(5%) or more of the total combined voting power or value of all classes of stock of the Company or anySubsidiary, or

b.such optionwould permit hisor her rights to purchase stockunder allemployeestockpurchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at arate that exceeds $15,000 (or such other amount as the Committee may determine in its discretion, whichamount may in no event exceed $25,000) of the Fair Market Value of such stock (determined at the timetheoption isgranted)foreachcalendaryearin which suchoptionisoutstanding at anytime.

5.Offering Periods. The Plan shall be implemented by a series of Offering Periods, each of whichshall be six (6) months in duration, with new Offering Periods commencing on or about January 1st andJuly 1st of each year (or such other times as determined by the Committee). The Committee shall havetheauthoritytochangethe duration,frequency, startandenddatesofOfferingPeriods.

6.Participation.

a.Enrollment; Payroll Deductions. An Eligible Employee may elect to participate in the Plan byproperlycompletinganEnrollmentFormandsubmittingittotheCompany,inaccordancewiththe

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enrollment procedures and deadlines established by the Committee. Such Enrollment Form may be anelectronic document completed by the Eligible Employee or generated by the Eligible Employee viaparticipation in an interactive voice response system. Participation in the Plan is entirely voluntary. Bysubmitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her paycheckin an amount equalto at least two percent (2%), but not more than tenpercent (10%)(only inwhole percentages) of his or her Compensation on each pay day occurring during an Offering Period (orsuch other maximum percentage as the Committee may establish from time to time in its discretion beforean Offering Period begins). A Participant may not make any additional contributions to his or her plannotional account. Payroll deductions shall commence on the first payroll date following the Offering Dateand end on the last payroll date on or before the Purchase Date. The Company shall maintain records ofall payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold suchamounts inatrustor inanysegregatedaccount.

a.Election Changes. During an Offering Period, a Participant may elect to decrease or increasehisorherrateofpayrolldeductionsapplicable tosuchOffering Period only once.To make suchachange,theParticipantmustsubmitanewEnrollmentFormauthorizingthenewrateofpayrolldeductions, which Enrollment Form must be submitted at least thirty (30) days prior to the Purchase Date.Any such election to increase or decrease payroll deductions will be effective as soon as reasonablypracticable after the Company’s receipt of the new Enrollment Form.A Participant may decrease orincreasehisorherrateofpayrolldeductionsforanyfutureOfferingPeriodbysubmittinganewEnrollment Form authorizing the new rate of payroll deductions during the enrollment period establishedpursuant toSection6.1forthatOfferingPeriod.

b.Automatic Re-enrollment. The deduction rate selected in the Enrollment Form shall remain ineffectforsubsequentOfferingPeriodsunlesstheParticipant(a)submitsanewEnrollmentFormauthorizing a new level of payroll deductions in accordance with Section 6.2, (b) withdraws from the Planin accordance with Section 10, or (c) terminates employment or otherwise ceases to be an EligibleEmployeeinaccordancewithSection11.

c.Automatic Decrease.Notwithstanding the foregoing, to the extent necessary to comply withSection423(b)(8)oftheCodeandSection4above,aParticipant’spayrolldeductionswillbedecreasedto zero percent (0%).Payroll deductions will recommence at the rate provided in such Participant’sEnrollmentFormwhenpermittedunderSection423(b)(8)oftheCodeandSection4unlesstheParticipant sooner withdraws from the Plan in accordance with Section 10 or terminates employment orotherwiseceasestobe an EligibleEmployee inaccordance with Section11.

7.Grant of Option. On each Offering Date, each Participant in the applicable Offering Period shall begranted an option to purchase, on the Purchase Date, a number of shares of Common Stock determinedby dividing the Participant's accumulated payroll deductions by the applicable Purchase Price, subject totheterms andconditions ofthisPlan.

8.Exercise of Option/Purchase of Shares. A Participant's option to purchase shares of CommonStock will be exercised automatically on the Purchase Date of each Offering Period, subject to the termsand conditions of this Plan. The Participant's accumulated payroll deductions will be used to purchase themaximum number of whole shares that can be purchased with the amounts in the Participant's notionalaccount. No fractional shares may be purchasedunderthe Plan unless otherwise provided by theCommittee.Any cash in lieu of fractional shares remaining after the purchase of whole shares uponexercise of the option will be credited to a Participant’s notional account and carried forward and appliedtowardthepurchaseofwholesharesforthenextfollowingOfferingPeriod,subjecttoearlierwithdrawalby the Participant in accordance with Section 10 or termination of employment or cessation as an EligibleEmployee in accordance with Section 11.Shares issued pursuant to the Plan may be evidenced in suchmanner as the Committee may determine and may be issued in certificated form or issued pursuant tobook-entryprocedures.

9.Transfer of Shares. The Company will arrange for the delivery to each Participant of the shares ofCommon Stock purchased upon exercise of his or her option as soon as reasonably practicable. TheCommittee may permit or require that the shares be deposited directly into an ESPP Share Accountestablished in the name of the Participant with a Designated Broker and may require that the shares ofCommon Stockbe retained with such Designated Broker for a specified periodoftime. Participants willnothaveanyvoting,dividendorotherrightsofashareholderwithrespecttothesharesofCommon

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StocksubjecttoanyoptiongrantedhereunderuntilsuchshareshavebeendeliveredpursuanttothisSection9.

10.Withdrawal.

a.Withdrawal Procedure. A Participant may withdraw from an Offering by submitting a revisedEnrollment Form indicating his or her election to withdraw more than thirty (30) days prior to the PurchaseDate. All (but not less than all) of the accumulated payroll deductions held on behalf of a Participant in hisor her notional account (that have not been used to purchase shares of Common Stock) shall be paid tothe Participant as soon as administratively practicable following receipt of the Participant's EnrollmentFormindicatinghisorherelectiontowithdraw,andtheParticipant'soptionshallbeautomaticallyterminated. If a Participant submits a revised Enrollment Form indicating his or her election to withdrawwithin the thirty (30) day period prior to the Purchase Date, the accumulated payroll deductions shall beusedtopurchasesharesonsuchPurchaseDate,theParticipant'sparticipationinthePlanshallthereafter be automatically terminated, and any payroll deductions remaining in the Participant's notionalaccountshallbereturnedtotheParticipantassoonasadministrativelypracticablefollowingsuchPurchase Date. If a Participant withdraws from an Offering Period, no payroll deductions will be madeduring any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 ofthe Plan.

b.Effect on Succeeding Offering Periods. A Participant's election to withdraw from an OfferingPeriod will not have any effect upon his or her eligibility to participate in succeeding Offering Periods thatcommence following the completion of the Offering Period from which the Participant withdraws subject toeligibility and compliance with Section 6.1 and other requirements set forth in this Plan and established bytheCommittee.

11.Termination of Employment; Change in Employment Status. Upon termination of a Participant'semployment for any reason, or a change in the Participant's employment status following which theParticipant is no longer an Eligible Employee, which in either case occurs more than thirty (30) days priorto the Purchase Date, the Participant will be deemed to have withdrawn from the Plan, the Participant’soption shall be automatically terminated, and the payroll deductions in the Participant's notional account(that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or inthe case of the Participant's death, to any person(s) entitled to such amounts under Section 17, as soonasadministrativelypracticablefollowingsuchterminationorchangeinstatus.IftheParticipant'stermination of employment or change in status occurs within the thirty (30) days prior to a Purchase Date,the accumulated payroll deductions shall be used to purchase shares on such Purchase Date, theParticipant'sparticipationinthePlanshallthereafterbeautomaticallyterminated,andanypayrolldeductions remaining in the Participant's notional account shall be returned to the Participant, or in thecase of the Participant's death, to any person(s) entitled to such amounts under Section 17, as soon asadministrativelypracticablefollowing suchPurchaseDate.

12.Interest. No interest shall accrue on or be payable with respect to the payroll deductions of aParticipantinthePlan.

13.SharesReservedforPlan.

a.Number of Shares. A total of 2,500,000 shares of Common Stock have been reserved asauthorized for the grant of options under the Plan. The shares of Common Stock may be newly issuedshares,treasuryshares orshares acquiredontheopenmarket.

b.Over-subscribed Offerings. The number of shares of Common Stock that a Participant maypurchase in an Offering under the Plan may be reduced if the Offering is over-subscribed. No optiongranted under the Plan shall permit a Participant to purchase shares of Common Stock which, if addedtogether with the total number of shares of Common Stock purchased by all other Participants in suchOfferingwouldexceedthetotalnumberofsharesofCommonStockremainingavailableunderthePlan.If the Committee determines that, on a particular Purchase Date, the number of shares of Common Stockwith respect to which options are to be exercised exceeds the number of shares of Common Stock thenavailableunderthePlan,theCompany shallmakeanallocationofthesharesofCommonStockremaining available for purchase in as uniform a manner as practicable and as the Committee determinestobeequitable.

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14.Transferability. No payroll deductions credited to a Participant, nor any rights with respect to theexercise of an option or any rights to receive Common Stock hereunder may be assigned, transferred,pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or asprovided in Section 17 hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwisedispose ofsuchrightsor amounts shallbe withouteffect.

15.Application of Funds. All payroll deductions received or held by the Company under the Plan maybe used by the Company for any corporate purpose to the extent permitted by applicable law, and theCompanyshall notberequiredtosegregatesuch payrolldeductions.

16.Statements.Participantswillbeprovidedwithstatementsatleastannually andshallhaveelectronic access to account information, including the Participant’s payroll deduction amounts under thePlan, the Purchase Price ofany shares of Common Stockpurchased with accumulated funds, thenumber of shares of Common Stock purchased, and any payroll deduction amounts remaining in theParticipant's notional account.

17.Designation of Beneficiary. A Participant may file, on a form supplied by the Committee, a writtendesignation of beneficiary who, in the event of such Participant’s death, is to receive, as applicable (i) anyshares of Common Stock and cash in respect of any fractional shares of Common Stock, if any, from theParticipant'sESPPShareAccountunderthePlanand(ii)intheeventoftheParticipant’sdeathmorethan thirty (30) days prior to the Purchase Date of an Offering Period, any cash withheld through payrolldeductionsandcreditedtothe Participant’s notional account.

18.AdjustmentsUponChangesinCapitalization;DissolutionorLiquidation;CorporateTransactions.

a.Adjustments. In the event that any dividend or other distribution (whether in the form of cash,Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,consolidation,split-up,spin-off,combination,repurchase,orexchangeofCommonStockorothersecurities of the Company, or other change in the Company's structure affecting the Common Stockoccurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to bemade available under the Plan, the Committee will, in such manner as it deems equitable, adjust thenumber of shares and class of Common Stock that may be delivered under the Plan, the Purchase Priceper share and the number of shares of Common Stock covered by each outstanding option under thePlan,andthenumericallimits ofSection 7andSection 13.

b.Dissolution or Liquidation. Unless otherwise determined by the Committee, in the event of aproposeddissolutionorliquidationoftheCompany,anyOfferingPeriodtheninprogresswillbeshortened by setting a new Purchase Date on which the Offering Period will end. The new Purchase Datewill occur before the date of the dissolution or liquidation. The Committee shall notify each Participant inwriting, prior to the new Purchase Date, that the Purchase Date for the Participant’s option has beenchanged to the new Purchase Date and that the Participant’s option shall be exercised automatically onthe new Purchase Date, unless prior to such date the Participant has withdrawn from an Offering then inprogress or thePlanas providedinSection10.

c.Change in Control. In the event of a Change in Control, any Offering then in progress shallbe shortened by setting a new Purchase Date specified before the date of the Change in Control, unlessthe Committee shall, in itssole discretion,provide forthe assumption orsubstitution ofoutstandingoptionsin a mannercomplyingwithSection 424(a)ofthe Code.The Committee shallnotify eachParticipant in writing, prior to any new Purchase Date, that the Purchase Date for the Participant’s optionhasbeenchangedtothenewPurchaseDateandthattheParticipant’soptionshallbeexercisedautomatically on the new Purchase Date, unless prior to such date the Participant has withdrawn from anOfferingtheninprogress or the PlanasprovidedinSection 10.

19.AccommodationofLocalLaws;ForeignEmployees.

a.The Committee may adopt rules or procedures relating to the operation and administration ofthis Plan to accommodate the specific requirements of local laws and procedures, tax policies or custom.Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules andproceduresregarding,amongotheritems,thehandlingofpayrolldeductions,paymentofinterest,conversion of local currency, obligations to pay payroll tax, determination of beneficiary designationrequirements, withholding procedures and other matters that vary with local requirements; however, ifsuchvaryingprovisionsarenotinaccordancewiththeprovisionsofCodeSection423(b),includingbut

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not limited to the requirement that all options granted under the Plan shall have the same rights andprivileges unless otherwise provided under the Code and the regulations promulgated thereunder, thenthe individuals affected by such varying provisions shall be deemed to be participating under a sub-planand not the Plan.The Committee may also adopt rules, procedures or sub-plans applicable to particularSubsidiaries or locations, which may be designed to be within or outside the scope of Code Section 423.Such rules or sub-plans may take precedence over other provisions of the Plan, but unless otherwisesupersededbytheterms ofsuchrulesorsub-plan, the provisionsofthePlanshallgovern.

a.An Eligible Employee who works for a Participating Subsidiary and is a citizen or resident of ajurisdiction other than theU.S. (without regard to whether such individual also isa citizen or resident ofthe U.S. or is a “resident alien” within the meaning of Section 7701(b)(1)(A) of the Code) may be excludedfrom participation in the Plan or an Offering if the participation of such Eligible Employee is prohibitedunder the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdictionwouldcause thePlan or an Offeringto violate Section423 oftheCode.

20.GeneralProvisions.

a.Equal Rightsand Privileges. In accordancewith Section 423 ofthe Code, all EligibleEmployeeswho aregrantedoptionsunderthePlanshall have thesamerightsandprivileges.

b.No Right to Continued Service. Neither the Plan nor any compensation paid hereunder willconferonanyParticipanttherighttocontinueas anEmployeeorinanyothercapacity.

c.Rights as Shareholder. A Participant will become a shareholder with respect to the shares ofCommon Stock that are purchased pursuant to options granted under the Plan when the shares aretransferred to the Participant's ESPP Share Account. A Participant will have no rights as a shareholderwith respect to shares of Common Stock for which an election to participate in an Offering Period hasbeen madeuntilsuch Participantbecomesashareholderasprovided in Section 9above.

d.Successors and Assigns. The Plan shall be binding on the Company and its successors andassigns.

e.Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereofandsupersedesallprior planswithrespecttothesubjectmatter hereof.

f.Compliance with Law. The obligations of the Company with respect to payments under thePlan aresubject tocompliancewithall applicablelaws and regulations.Common Stockshall notbeissued with respect to an option granted under the Plan unless the exercise of such option and theissuance and delivery of the shares of Common Stock pursuant thereto shall comply with all applicableprovisions of law, including, without limitation, the Securities Act, the Exchange Act, and the requirementsofanystockexchange uponwhichthesharesmaythenbelisted.

g.Term of Plan. The Plan shall become effective on the Effective Date and, unless terminatedearlierpursuanttoSection20.8,shallhaveatermoften(10)years.

h.AmendmentorTermination.

a.The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any timeand for any reason. If the Plan is terminated, the Committee may elect to terminate all outstandingOffering Periods either immediately or once shares of Common Stock have been purchased on the nextPurchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periodsto expire in accordance with their terms (and subject to any adjustment in accordance with Section 18). Ifany Offering Period is terminated before its scheduled expiration, all amounts that have not been used topurchase shares of Common Stock will be returned to Participants (without interest, except as otherwiserequiredbylaw) assoonasadministrativelypracticable.

b.An amendment to the Plan must be approved by stockholders within twelve (12) months ofbeing adopted by the Board if such amendment would increase the number of shares reserved forissuance under Section 13.1 above (other than any increase under Section 18.1) or if the amendmentinvolves any change that would be considered the adoption of a new plan under Section 423 of the CodeandTreas.Reg.Sect.1.423-2(c)(4).

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a.Governing Law. The Plan and all determinations made and actions taken pursuant heretoshall be governed by the laws of the State of Delaware without giving effect to the conflict of lawsprinciplesthereof.

b.Shareholder Approval. The Plan shall be subject to approval by the shareholders of theCompanywithintwelve(12)months beforeorafter the date thePlan isadoptedbytheBoard.

c.Section 423. The Plan is intended to qualify as an "employee stock purchase plan" underSection 423 of the Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shallbereformedtocomplywithSection 423oftheCode.

d.Withholding. To the extent required by applicable Federal, state or local law, a Participantmust make arrangements satisfactory to the Company for the payment of any withholding or similar taxobligationsthatarisein connectionwiththePlan.

e.Tax Qualification.Although the Company may endeavor to (a) qualify an option forspecific tax treatment under the laws of the U.S. or jurisdictions outside of the U.S. or (b) avoid adversetax treatment, the Company makes no representation to that effect and expressly disavows any covenanttomaintainfavorableoravoid unfavorabletaxtreatment,notwithstandinganythingcontraryinthePlan.

f.Notification Upon Sale of Shares.Each Participant who is a U.S. taxpayer agrees, byenrolling in the Plan, to give the Company prompt notice of any disposition of shares of Common Stockpurchased under the Plan where such disposition occurs within two (2) years after the date of grant of theoption pursuanttowhich suchshareswerepurchased.

g.Severability. If any provision of the Plan shall for any reason be held to be invalid orunenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Planshall beconstrued as ifsuchinvalidorunenforceableprovision wereomitted.

h.Headings. The headings of sections herein are included solely for convenience and shallnotaffectthemeaningofanyoftheprovisionsofthe Plan.

i.Data Privacy.By participating in the Plan, each Participant agrees to the collection,processing, use and transfer of personal information by the Participating Subsidiary that employs theParticipant,theCompanyandits designeesinordertoadminister thePlan.

j.Insider Trading. All transfers or other dispositions of Common Stock and elections underthePlanshallbe executedbyParticipantsinaccordancewith the Company’sinsidertradingpolicy.

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EX-15

Exhibit 15

July 28, 2021

The Board of Directors and Stockholders of Travel + Leisure Co.

6277 Sea Harbor Drive

Orlando, Florida 32821

We are aware that our report dated July 28, 2021, on our review of the interim condensed consolidated financial information of Travel + Leisure Co. and subsidiaries appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, is incorporated by reference in Registration Statement Nos. 333-136090 and 333-228435 on Forms S-8 and Registration Statement No. 333-256689 on Form S-3ASR.

/s/ Deloitte & Touche LLP

Tampa, Florida

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael D. Brown, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Travel + Leisure Co.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2021
	/S/ MICHAEL D. BROWN
	PRESIDENT AND CHIEF EXECUTIVE OFFICER

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael A. Hug, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Travel + Leisure Co.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2021
	/S/ MICHAEL A. HUG
	CHIEF FINANCIAL OFFICER

EX-32

Exhibit 32

CERTIFICATION OF PRESIDENT AND CEO AND CFO PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Travel + Leisure Co. (the “Company”) on Form 10-Q for the period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael D. Brown, as President and Chief Executive Officer of the Company, and Michael A. Hug, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1.)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2.)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ MICHAEL D. BROWN

MICHAEL D. BROWN

PRESIDENT AND CHIEF EXECUTIVE OFFICER

JULY 28, 2021

/S/ MICHAEL A. HUG

MICHAEL A. HUG

CHIEF FINANCIAL OFFICER

JULY 28, 2021

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2021 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-32876
Entity Registrant Name	Travel & Leisure Co.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-0052541
Entity Address, Address Line One	6277 Sea Harbor Drive
Entity Address, City or Town	Orlando,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32821
City Area Code	407
Local Phone Number	626-5200
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	TNL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	86,297,536
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001361658
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Statements Of Income/(Loss) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net revenues
Net revenues		$ 797	$ 343	$ 1,425	$ 901
Expenses
Operating		349	200	639	598
Cost/(recovery) of vacation ownership interests		41	(17)	62	(48)
Consumer financing interest		20	25	44	50
General and administrative		112	85	218	195
Marketing		92	32	161	163
Depreciation and amortization		31	31	63	62
COVID-19 related costs		1	45	2	67
Asset impairments		0	33	0	44
Restructuring		0	23	(1)	25
Total expenses		646	457	1,188	1,156
Operating income/(loss)		151	(114)	237	(255)
Other (income), net		0	(5)	(1)	(7)
Interest expense		47	46	100	87
Interest (income)		(1)	(2)	(1)	(4)
Income/(loss) before income taxes		105	(153)	139	(331)
Provision/(benefit) for income taxes		31	11	37	(33)
Net income/(loss) from continuing operations		74	(164)	102	(298)
Loss on disposal of discontinued business, net of income taxes		(2)	0	(2)	0
Net income/(loss) attributable to Travel + Leisure shareholders		$ 72	$ (164)	$ 100	$ (298)
Basic earnings/(loss) per share
Continuing operations	[1]	$ 0.85	$ (1.92)	$ 1.18	$ (3.46)
Discontinued operations	[1]	(0.02)	0	(0.02)	0
Basic earnings/(loss) per share	[1]	0.83	(1.92)	1.16	(3.46)
Diluted earnings/(loss) per share
Continuing operations	[1]	0.84	(1.92)	1.17	(3.46)
Discontinued operations	[1]	(0.02)	0	(0.02)	0
Diluted earnings/(loss) per share	[1]	$ 0.82	$ (1.92)	$ 1.15	$ (3.46)
Service and membership fees
Net revenues
Net revenues		$ 388	$ 227	$ 736	$ 554
Vacation ownership interest sales
Net revenues
Net revenues		294	(13)	466	77
Consumer financing
Net revenues
Net revenues		102	119	201	246
Other
Net revenues
Net revenues		$ 13	$ 10	$ 22	$ 24

[1] Earnings/(loss) per share amounts are calculated using whole numbers.

XML

Condensed Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net income/(loss) attributable to Travel + Leisure shareholders	$ 72	$ (164)	$ 100	$ (298)
Foreign currency translation adjustments, net of tax	2	40	(11)	(25)
Other comprehensive income/(loss), net of tax	2	40	(11)	(25)
Comprehensive income/(loss)	$ 74	$ (124)	$ 89	$ (323)

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 328	$ 1,196
Restricted cash (VIE - $83 as of 2021 and $92 as of 2020)	118	121
Trade receivables, net	110	115
Vacation ownership contract receivables, net (VIE - $2,158 as of 2021 and $2,458 as of 2020)	2,319	2,482
Inventory	1,339	1,347
Prepaid expenses	204	204
Property and equipment, net	645	666
Goodwill	965	964
Other intangibles, net	224	131
Other assets	387	387
Total assets	6,639	7,613
Liabilities and (deficit)
Accounts payable	56	62
Accrued expenses and other liabilities	971	929
Deferred income	419	447
Non-recourse vacation ownership debt (VIE)	2,018	2,234
Debt	3,385	4,184
Deferred income taxes	708	725
Total liabilities	7,557	8,581
Total liabilities and (deficit)	6,639	7,613
Commitments and contingencies (Note 16)
Stockholders' (deficit):
Preferred stock, $0.01 par value, authorized 6,000,000 shares, none issued and outstanding	0	0
Common stock, $0.01 par value, 600,000,000 shares authorized, 222,178,671 issued as of 2021 and 221,755,960 as of 2020	2	2
Treasury stock, at cost – 135,824,676 shares as of 2021 and 2020	(6,508)	(6,508)
Additional paid-in capital	4,171	4,157
Retained earnings	1,437	1,390
Accumulated other comprehensive loss	(27)	(16)
Total stockholders’ (deficit)	(925)	(975)
Noncontrolling interest	7	7
Total (deficit)	$ (918)	$ (968)

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	6,000,000	6,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common Stock, Shares, Issued (in shares)	222,178,671	221,755,960
Treasury stock, shares (in shares)	135,824,676	135,824,676
Restricted cash (VIE - $83 as of 2021 and $92 as of 2020)	$ 118	$ 121
Vacation ownership contract receivables, net (VIE - $2,158 as of 2021 and $2,458 as of 2020)	2,319	2,482
Non-recourse vacation ownership debt (VIE)	2,018	2,234
Variable Interest Entity, Primary Beneficiary [Member]
Restricted cash (VIE - $83 as of 2021 and $92 as of 2020)	83	92
Vacation ownership contract receivables, net (VIE - $2,158 as of 2021 and $2,458 as of 2020)	2,158	2,458
Non-recourse vacation ownership debt (VIE)	$ 2,018	$ 2,234

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Statement of Cash Flows (Statement) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating activities
Net income/(loss)	$ 100	$ (298)
Loss on disposal of discontinued business, net of income taxes	2	0
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization	63	62
Provision for loan losses	71	345
Deferred income taxes	(19)	(83)
Stock-based compensation	16	8
Asset impairments	0	44
Other Noncash Expense	8	14
Non-cash interest	12	11
Other, net	3	(4)
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
Trade receivables	4	11
Vacation ownership contract receivables	90	154
Inventory	(40)	(87)
Deferred income	(34)	(6)
Accounts payable, accrued expenses, prepaid expenses, other assets and other liabilities	14	(41)
Net cash provided by operating activities	290	130
Investing activities
Property and equipment additions	(25)	(39)
Acquisitions	(37)	0
Other, net	0	3
Net cash used in investing activities	(62)	(36)
Financing activities
Proceeds from non-recourse vacation ownership debt	709	836
Principal payments on non-recourse vacation ownership debt	(922)	(869)
Proceeds from debt	10	1,065
Principal payments on debt	(560)	(169)
Repayment of notes	(252)	(42)
Repayments of vacation ownership inventory arrangement	0	(5)
Payment of deferred acquisition consideration	(20)	0
Dividends to shareholders	(53)	(86)
Proceeds from issuance of common stock	7	4
Repurchase of common stock	0	(128)
Debt issuance/modification costs	(8)	(5)
Net share settlement of incentive equity awards	(9)	(2)
Other, net	0	(1)
Net cash (used in)/provided by financing activities	(1,098)	598
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	(1)	(8)
Net change in cash, cash equivalents and restricted cash	(871)	684
Cash, cash equivalents and restricted cash, beginning of period	1,317	502
Cash, cash equivalents and restricted cash, end of period	446	1,186
Less: Restricted cash	118	134
Cash and cash equivalents	$ 328	$ 1,052

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Statement of Shareholders' Equity (Statement) - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Non-controlling Interest
Shares, Issued, Beginning Balance at Dec. 31, 2019		88
Stock Repurchased During Period, Shares		(3)
Shares, Issued, Ending Balance at Mar. 31, 2020		85
Beginning Balance, value at Dec. 31, 2019	$ (524)	$ 2	$ (6,383)	$ 4,118	$ 1,785	$ (52)	$ 6
Net income/(loss) attributable to Travel + Leisure shareholders	(134)				(134)
Other comprehensive income/(loss), net of tax	(65)					(65)
Change in stock-based compensation	1			1
Stock Repurchased During Period, Value	(125)		(125)
Dividends, Common Stock	$ (44)				(44)
Common Stock, Dividends, Per Share, Cash Paid	$ 0.50
Ending Balance, value at Mar. 31, 2020	$ (891)	$ 2	(6,508)	4,119	1,607	(117)	6
Shares, Issued, Beginning Balance at Dec. 31, 2019		88
Shares, Issued, Ending Balance at Jun. 30, 2020		85
Beginning Balance, value at Dec. 31, 2019	(524)	$ 2	(6,383)	4,118	1,785	(52)	6
Net income/(loss) attributable to Travel + Leisure shareholders	(298)
Other comprehensive income/(loss), net of tax	(25)
Ending Balance, value at Jun. 30, 2020	(1,050)	$ 2	(6,508)	4,128	1,399	(77)	6
Shares, Issued, Beginning Balance at Mar. 31, 2020		85
Shares, Issued, Ending Balance at Jun. 30, 2020		85
Beginning Balance, value at Mar. 31, 2020	(891)	$ 2	(6,508)	4,119	1,607	(117)	6
Net income/(loss) attributable to Travel + Leisure shareholders	(164)				(164)
Other comprehensive income/(loss), net of tax	40					40
Net share settlement of stock-based compensation	(2)			(2)
Employee stock purchase program issuances	4			4
Change in stock-based compensation	7			7
Dividends, Common Stock	$ (44)				(44)
Common Stock, Dividends, Per Share, Cash Paid	$ 0.50
Ending Balance, value at Jun. 30, 2020	$ (1,050)	$ 2	(6,508)	4,128	1,399	(77)	6
Shares, Issued, Beginning Balance at Dec. 31, 2020		86
Shares, Issued, Ending Balance at Mar. 31, 2021		86
Beginning Balance, value at Dec. 31, 2020	(968)	$ 2	(6,508)	4,157	1,390	(16)	7
Net income/(loss) attributable to Travel + Leisure shareholders	29				29
Other comprehensive income/(loss), net of tax	(13)					(13)
Stock option exercises	3			3
Net share settlement of stock-based compensation	(7)			(7)
Change in stock-based compensation	7			7
Dividends, Common Stock	$ (27)				(27)
Common Stock, Dividends, Per Share, Cash Paid	$ 0.30
Ending Balance, value at Mar. 31, 2021	$ (976)	$ 2	(6,508)	4,160	1,392	(29)	7
Shares, Issued, Beginning Balance at Dec. 31, 2020		86
Shares, Issued, Ending Balance at Jun. 30, 2021		86
Beginning Balance, value at Dec. 31, 2020	(968)	$ 2	(6,508)	4,157	1,390	(16)	7
Net income/(loss) attributable to Travel + Leisure shareholders	100
Other comprehensive income/(loss), net of tax	(11)
Ending Balance, value at Jun. 30, 2021	(918)	$ 2	(6,508)	4,171	1,437	(27)	7
Shares, Issued, Beginning Balance at Mar. 31, 2021		86
Shares, Issued, Ending Balance at Jun. 30, 2021		86
Beginning Balance, value at Mar. 31, 2021	(976)	$ 2	(6,508)	4,160	1,392	(29)	7
Net income/(loss) attributable to Travel + Leisure shareholders	72				72
Other comprehensive income/(loss), net of tax	2					2
Stock option exercises	1			1
Net share settlement of stock-based compensation	(2)			(2)
Employee stock purchase program issuances	3			3
Change in stock-based compensation	9			9
Dividends, Common Stock	$ (27)				(27)
Common Stock, Dividends, Per Share, Cash Paid	$ 0.30
Ending Balance, value at Jun. 30, 2021	$ (918)	$ 2	$ (6,508)	$ 4,171	$ 1,437	$ (27)	$ 7

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Background and Basis of Presentation

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure

Background and Basis of Presentation

Background

On January 5, 2021, Wyndham Destinations, Inc. acquired the Travel + Leisure brand and related assets from Meredith Corporation. The aggregate purchase price was $100 million, of which $35 million was paid at closing with an additional $20 million paid during the second quarter of 2021. The remaining payments are to be completed by June 2024. In connection with this acquisition, Wyndham Destinations, Inc. changed its name to Travel + Leisure Co. and its ticker symbol to TNL on February 17, 2021.

Travel + Leisure Co. and its subsidiaries (collectively, “Travel + Leisure,” or the “Company,” formerly Wyndham Destinations, Inc.) is a global provider of hospitality services and travel products. The Company operates in two segments: Vacation Ownership (formerly Wyndham Vacation Clubs) and Travel and Membership (formerly Panorama or Vacation Exchange). In connection with the Travel + Leisure brand acquisition the Company updated the names and composition of its reportable segments to better align with how the segments are managed.

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 Wyndham Destinations business line, formerly Wyndham Vacation Clubs. The following brands operate under the Wyndham Destinations business line: Club Wyndham, WorldMark by Wyndham, Shell Vacations Club, Margaritaville Vacation Club by Wyndham, and Presidential Reserve by Wyndham.

The Travel and Membership segment operates a variety of travel businesses, including three vacation exchange brands, a home exchange network, travel technology platforms, travel memberships, and direct-to-consumer rentals. This segment is comprised of the Panorama and new Travel + Leisure Group business lines. With the formation of Travel + Leisure Group, the Company decided that the operations of its Extra Holidays business, which focuses on direct to consumer bookings, better aligns with the operations of this new business line and therefore transitioned the management of the Extra Holidays business to the Travel and Membership segment. As such, the Company reclassified the results of its Extra Holidays business, which was previously reported within the Vacation Ownership segment, into the Travel and Membership segment. Prior period segment information has been restated to reflect this change. The following brands operate under the Panorama business line: RCI, Panorama Travel Solutions, Alliance Reservations Network (“ARN”), 7Across, The Registry Collection, and Love Home Swap. The Travel + Leisure Group operates the BookTandL.com, Travel + Leisure Travel Clubs, and Extra Holidays brands.

Impact of COVID-19

The results of operations for the three and six months ended June 30, 2021 and 2020 include impacts related to the novel coronavirus global pandemic (“COVID-19”), which have been significantly negative for the travel industry, the Company, its customers, and employees. In response to COVID-19, the Vacation Ownership segment temporarily closed its resorts in mid-March 2020 across the globe and suspended its sales and marketing operations. In the Travel and Membership segment, affiliate resort closures and regional travel restrictions contributed to decreased bookings and increased cancellations. As a result, the Company significantly reduced its workforce and furloughed thousands of associates in the second quarter of 2020. As of June 30, 2021, the Company has reopened 96% of its resorts and 95% of the sales offices it expects to reopen. The Company estimates that the remaining suspended resorts and sales offices that it intends to reopen will resume operations in 2021. As a result of these reopenings the majority of the Company’s furloughed employees have returned to work.

As a precautionary measure to enhance liquidity, in the first quarter of 2020 the Company drew down its $1.0 billion revolving credit facility and suspended its share repurchase activity, and in the third quarter of 2020 amended its revolving credit facility and term loan B, which provides flexibility during the relief period spanning from July 15, 2020 through April 1, 2022, or upon earlier termination by the Company. The Company has since repaid its $1.0 billion revolving credit facility. See Note 10—Debt for additional details.

Given these significant events, the Company’s revenues were negatively impacted and while revenues have begun to recover, not all product and service lines have yet reached pre-pandemic levels. The Company reversed $15 million of COVID-19 charges primarily related to the COVID-19 related allowance for loan losses on vacation ownership contract

receivables during the three and six months ended June 30, 2021, compared to $106 million and $346 million of charges incurred for the same periods last year. The $15 million of net reversals was primarily due to a $26 million reduction in the COVID-19 related loan loss provision recorded in the prior year. This provision was released as the Company is experiencing improvements in net new defaults. In connection with this provision release the Company also recorded $10 million of cost of vacation ownership interests representing the associated reduction in estimated recoveries. Refer to Note 20—COVID-19 Related Items for additional details.

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, as well as the entities in which Travel + Leisure 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 U.S. (“GAAP”). All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. In addition, prior period segment results have been restated to reflect the aforementioned reclassification of the Extra Holidays business into the Travel and Membership segment.

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 2020 Consolidated Financial Statements included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2021.

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New Accounting Pronouncements

6 Months Ended

Jun. 30, 2021

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

Recently Issued Accounting Pronouncements

Reference Rate Reform. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance, amended in January 2021, which provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. This guidance became effective on March 12, 2020, and will apply through December 31, 2022. The transition from LIBOR based benchmark is expected to begin January 1, 2022 and to be completed when U.S. Dollar (“USD”) LIBOR rates are phased out by June 30, 2023. The Company is currently evaluating the impact of the transition from LIBOR on its financial statements and related disclosures and the related impact of this guidance on the transition. On October 27, 2020, the Company closed on the renewal of its USD bank conduit facility and adopted appropriate LIBOR disclosures for asset-backed securities (“ABS”) financing structures as part of the renewal. The Company intends to adopt such language, as appropriate, in its other relevant agreements prior to the end of 2021.

Recently Adopted Accounting Pronouncements

Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued guidance to simplify the accounting for income taxes and clarify the financial statement presentation for tax benefits related to tax deductible dividends. This guidance became effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

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Revenue Recognition

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

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.

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 bifurcates the sale and allocates the sales price between the VOI sale and the non-cash incentive. Non-cash incentives generally have expiration periods of 18 months 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. Such agreements are generally for terms of one year or less, and are renewed automatically on an annual basis. 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/(Loss). The Company reduces its management fees 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 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/(Loss). Property management revenues, which are comprised of management fee revenue and reimbursable revenue were (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020 (a)		2021		2020 (a)
Management fee revenues	$	91	$	73	$	179	$	166
Reimbursable revenues	70		49		139		126
Property management revenues	$	161	$	122	$	318	$	292

(a)Reflects the impact of reclassifying the Extra Holidays business line from the Vacation Ownership segment to Travel and Membership.

One of the associations that the Company manages paid its Travel and Membership segment $7 million and $6 million for exchange services during the three months ended June 30, 2021 and 2020, and $14 million and $13 million during six months ended June 30, 2021 and 2020.

Travel and Membership

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.

Travel and Membership derives a majority of revenues from membership dues and fees for facilitating members’ trading of their intervals. Revenues from membership dues represent the fees paid by members or affiliated clubs on their behalf. 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 the 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. The Company also derives revenue from facilitating bookings of travel accommodations for both members and non-members. 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. Other vacation exchange related product fees are deferred and recognized as revenue upon the occurrence of a future exchange, event, or other related transaction.

The Company also derives revenue from other travel products and services, enabled as a result of the 2019 acquisition of ARN and via the Company’s resort services solution business, optimizing business to business (“B2B”) capabilities, and integration for consumer travel planning. The Company’s relationships and buying power with major travel suppliers provide its partners with access to exclusive travel inventory. The Company’s affiliates and members have access to inventory from accommodation wholesalers, airfare, and rental car providers.

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 advance payments received under the program are recognized as a contract liability until the Company’s performance obligations have been satisfied. The primary performance obligation for the program relates to brand performance services. Total contract consideration is estimated and recognized on a straight-line basis over the contract term.

Other Items

The Company records property management services revenues and RCI Elite Rewards revenues for its Vacation Ownership and Travel and Membership segments 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 as of June 30, 2021 and December 31, 2020, were as follows (in millions):

	June 30, 2021		December 31, 2020
Deferred subscription revenue	$	178	$	176
Deferred VOI trial package revenue	101		115
Deferred exchange-related revenue (a)	63		59
Deferred VOI incentive revenue	61		74
Deferred co-branded credit card programs revenue	13		16
Deferred other revenue	3		8
Total	$	419	$	448

(a)Includes contractual liabilities to accommodate members for cancellations initiated by the Company due to unexpected events. These amounts are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

In the Company’s Vacation Ownership business, deferred VOI trial package revenue represents consideration received in advance for a trial VOI, which allows customers to utilize a vacation package typically within one year of purchase. 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 one year of the VOI sale.

Within the Company’s Travel and Membership business, 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 revenue primarily represents payments received in advance from members for the right to access the Company’s vacation travel network to book vacation exchanges, rent travel accommodations, and for other leisure-related services and products which are generally recognized as revenue within one year.

Changes in contract liabilities for the six months ended June 30, 2021 and 2020, follow (in millions):

	2021		2020
Beginning balance	$	448	$	539
Additions	145		145
Revenue recognized	(174)		(149)
Ending balance	$	419	$	535

Capitalized Contract Costs

The Company’s 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 amortized over the utilization period, which is typically within one year of the sale. As of June 30, 2021 and December 31, 2020, these capitalized costs were $34 million and $41 million and are included within Other assets on the Condensed Consolidated Balance Sheets.

The Company’s 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, 2021 and December 31, 2020, these capitalized costs were $17 million and $16 million; and are included within 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 satisfied the performance obligation and when the customer paid for that good or service was 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):

	7/1/2021 - 6/30/2022		7/1/2022 - 6/30/2023		7/1/2023 - 6/30/2024		Thereafter		Total
Subscription revenue	$	106	$	37	$	18	$	17	$	178
VOI trial package revenue	101		—		—		—		101
Exchange-related revenue	59		3		1		—		63
VOI incentive revenue	61		—		—		—		61
Co-branded credit card programs revenue	3		3		3		4		13
Other revenue	3		—		—		—		3
Total	$	333	$	43	$	22	$	21	$	419

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)(a):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Vacation Ownership
Vacation ownership interest sales (b)	$	294	$	(13)	$	466	$	77
Property management fees and reimbursable revenues	161		122		318		292
Consumer financing	102		119		201		246
Fee-for-Service commissions	29		—		41		3
Ancillary revenues	13		10		22		23
Total Vacation Ownership	599		238		1,048		641
Travel and Membership
Transaction revenues	153		44		285		140
Subscription revenues	43		33		84		77
Ancillary revenues	8		29		18		48
Total Travel and Membership	204		106		387		265
Corporate and other
Eliminations	(6)		(1)		(10)		(5)
Total Corporate and other	(6)		(1)		(10)		(5)
Net revenues	$	797	$	343	$	1,425	$	901

(a)This table reflects the reclassification of Extra Holidays from the Vacation Ownership segment into the Travel and Membership segment for all periods presented. Extra Holidays revenue is included within Transaction revenues.

(b)The Company recorded a COVID-19 related provision for loan losses of $225 million in the first quarter of 2020, due to an expected increase in defaults driven by higher unemployment associated with COVID-19, which is reflected as a reduction to Vacation ownership interest sales on the Condensed Consolidated Statements of Income/(Loss) during the six months ended June 30, 2020. During the second quarter of 2021, the Company analyzed the adequacy of this COVID-19 related provision consistent with past methodology, resulting in a $26 million reversal which is reflected as an increase in Vacation ownership interest sales on the Condensed Consolidated Statements of Income/(Loss) during the three and six months ended June 30, 2021.

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Earnings/(Loss) Per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share Reconciliation [Abstract]

Earnings Per Share

Earnings/(Loss) Per Share

The computations of basic and diluted earnings/(loss) per share (“EPS”) are based on Net income/(loss) attributable to Travel + Leisure 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,
	2021		2020		2021		2020
Net income/(loss) from continuing operations attributable to Travel + Leisure shareholders	$	74	$	(164)	$	102	$	(298)
Loss on disposal of discontinued business attributable to Travel + Leisure shareholders, net of income taxes	(2)		—		(2)		—
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	100	$	(298)
Basic earnings/(loss) per share (a)
Continuing operations	$	0.85	$	(1.92)	$	1.18	$	(3.46)
Discontinued operations	(0.02)		—		(0.02)		—
	$	0.83	$	(1.92)	$	1.16	$	(3.46)
Diluted earnings/(loss) per share (a)
Continuing operations	$	0.84	$	(1.92)	$	1.17	$	(3.46)
Discontinued operations	(0.02)		—		(0.02)		—
	$	0.82	$	(1.92)	$	1.15	$	(3.46)
Basic weighted average shares outstanding	86.5		85.4		86.4		86.1
RSUs,(b) PSUs (c) and NQs (d)	0.9		—		0.7		—
Diluted weighted average shares outstanding (e)	87.4		85.4		87.1		86.1
Dividends:
Aggregate dividends paid to shareholders	$	27	$	43	$	53	$	86

(a)Earnings/(loss) per share amounts are calculated using whole numbers.

(b)Excludes 1.6 million and 1.4 million of anti-dilutive restricted stock units (“RSUs”) for the three and six months ended June 30, 2020, of which 0.4 million and 0.3 million would have been dilutive had the Company not been in a net loss position during these periods. These shares could potentially dilute EPS in the future.

(c)Excludes performance-vested restricted stock units (“PSUs”) of 0.4 million for both the three and six months ended June 30, 2021, as the Company had not met the required performance metrics. Excludes 0.3 million PSUs for both the three and six months ended June 30, 2020, as the Company has not met the required performance metrics. These PSUs could potentially dilute EPS in the future.

(d)Excludes 1.4 million of outstanding non-qualified stock option (“NQs”) awards that would have been anti-dilutive to EPS for both the three and six months ended June 30, 2021. Excludes 2.4 million and 2.0 million of outstanding awards that would have been anti-dilutive to EPS for the three and six months ended June 30, 2020. These outstanding stock option awards could potentially dilute EPS in the future.

(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.

Stock Repurchase Program

The following table summarizes stock repurchase activity under the current stock repurchase program (in millions):

	Shares	Cost
As of December 31, 2020	111.3	$	5,727
Repurchases	—	—
As of June 30, 2021	111.3	$	5,727

Proceeds received from stock option exercises increase the repurchase capacity under the program. Cash proceeds received from stock option exercises during the six months ended June 30, 2021 were $4 million. As of June 30, 2021, the Company had $354 million of remaining availability under its program. In March 2020, the Company suspended its share repurchase activity due to the uncertainty resulting from COVID-19. On July 15, 2020, the Company amended the credit agreement for its revolving credit facility and term loan B. Among other changes, the amendment places the Company into a relief

period from July 15, 2020 through April 1, 2022 (“Relief Period”) that prohibits the use of cash for share repurchases until such time as the Company chooses to exercise its option to exit the Relief Period. The Company has the option to terminate the Relief Period at any time it can demonstrate compliance with the 4.25 to 1.0 first lien leverage ratio.

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Acquisitions	6 Months Ended
	Jun. 30, 2021
Business Combinations [Abstract]
Acquisitions	Acquisitions Travel + Leisure. On January 5, 2021, the Company acquired the Travel + Leisure brand from Meredith Corporation for $100 million, of which the Company paid $35 million at closing and an additional $20 million during the second quarter of 2021. The remaining payments are to be completed by June 2024. This transaction was accounted for as an asset acquisition, with the full consideration allocated to the related trademark indefinite-lived intangible asset.

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Discontinued Operations	6 Months Ended
	Jun. 30, 2021
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Discontinued OperationsDuring 2018, the Company completed the spin-off of its hotel business (“Spin-off”) Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels”) and the sale of its European vacation rentals business. As a result, the Company has classified the results of operations for these businesses as discontinued operations in its Condensed Consolidated Financial Statements and related notes. Discontinued operations include direct expenses clearly identifiable to the businesses being discontinued. The Company does not expect to incur significant ongoing expenses classified as discontinued operations except for certain tax adjustments that may be required as final tax returns are completed. The Company recognized a Loss on disposal of discontinued business, net of income taxes of $2 million during the three and six months ended June 30, 2021.

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Vacation Ownership Contract Receivables

6 Months Ended

Jun. 30, 2021

Vacation Ownership Contract Receivables [Abstract]

Vacation Ownership Contract Receivables

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 (in millions):

	June 30, 2021		December 31, 2020
Vacation ownership contract receivables:
Securitized (a)	$	2,158	$	2,458
Non-securitized (b)	734		717
Vacation ownership contract receivables, gross	2,892		3,175
Less: Allowance for loan losses	573		693
Vacation ownership contract receivables, net	$	2,319	$	2,482

(a)Excludes $17 million and $23 million of accrued interest on securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

(b)Excludes $6 million and $9 million of accrued interest on non-securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2021, the Company’s securitized VOCRs generated interest income of $77 million and $156 million. During the three and six months ended June 30, 2020, the Company’s securitized VOCRs generated interest income of $105 million and $211 million. Such interest income is included within Consumer financing revenue on the Condensed Consolidated Statements of Income/(Loss).

During the six months ended June 30, 2021 and 2020, the Company originated VOCRs of $299 million and $233 million, and received principal collections of $389 million and $387 million. The weighted average interest rate on outstanding VOCRs was 14.5% and 14.4% as of June 30, 2021 and December 31, 2020.

The activity in the allowance for loan losses on VOCRs was as follows (in millions):

	Amount
Allowance for loan losses as of December 31, 2020	$	693
Provision for loan losses, net	71
Contract receivables write-offs, net	(191)
Allowance for loan losses as of June 30, 2021	$	573

	Amount
Allowance for loan losses as of December 31, 2019	$	747
Provision for loan losses, net	345
Contract receivables write-offs, net	(246)
Allowance for loan losses as of June 30, 2020	$	846

Due to the economic downturn resulting from COVID-19 during the first quarter of 2020, the Company evaluated the potential impact of COVID-19 on its owners’ ability to repay their contract receivables and as a result of current and projected unemployment rates at that time, the Company recorded a COVID-19 related allowance for loan losses. This allowance consisted of a $225 million COVID-19 related provision, which was reflected as a reduction to Vacation ownership interest sales and $55 million of estimated recoveries, which were reflected as a reduction to Cost/(recovery) of vacation ownership interests on the Condensed Consolidated Statements of Income/(Loss). During the second quarter of 2021, the Company analyzed the adequacy of the COVID-19 related allowance consistent with past methodology, and due to the improvement in net new defaults the Company reduced this allowance resulting in a $26 million increase to Vacation ownership interest sales and a corresponding $10 million increase to Cost/(recovery) of vacation ownership interests on the Condensed Consolidated Statements of Income/(Loss).

Estimating the amount of the COVID-19 related allowance involves the use of significant estimates and assumptions. Management based its estimates upon historical data on the relationship between unemployment rates and net new defaults observed during the most recent recession in 2008. Specifically, historical data indicated that net new defaults did not return to prior levels until 15-20 months after the peak in unemployment. As of June 30, 2021, given the significant amount of government assistance provided to consumers during the pandemic, the Company estimated default rates would remain elevated for the next six to nine months as these programs expire. The Company will continue to monitor this reserve as more information becomes available.

The Company recorded net provisions for loan losses of $33 million and $71 million as a reduction of net revenues during the three and six months ended June 30, 2021, and $30 million and $345 million for the three and six months ended June 30, 2020, inclusive of the aforementioned COVID-19 related adjustments.

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 Vacation Ownership Asia Pacific business for which scores are not readily 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, 2021
	700+		600-699		<600		No Score		Asia Pacific		Total
Current	$	1,624	$	764	$	129	$	80	$	197	$	2,794
31 - 60 days	15		16		10		2		1		44
61 - 90 days	8		10		7		1		1		27
91 - 120 days	8		10		7		1		1		27
Total (a)	$	1,655	$	800	$	153	$	84	$	200	$	2,892
	As of December 31, 2020
	700+		600-699		<600		No Score		Asia Pacific		Total
Current	$	1,706	$	835	$	160	$	96	$	221	$	3,018
31 - 60 days	20		25		13		4		2		64
61 - 90 days	13		18		12		3		1		47
91 - 120 days	12		16		14		3		1		46
Total (a)	$	1,751	$	894	$	199	$	106	$	225	$	3,175

(a)Includes contracts under temporary deferment (up to 180 days). As of June 30, 2021 and December 31, 2020, contracts under deferment total $12 million and $37 million.

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/(Loss). 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 separate from the pool.

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, 2021
	700+		600-699		<600		No Score		Asia Pacific		Total
2021	$	262	$	86	$	1	$	6	$	29	$	384
2020	295		147		22		7		49		520
2019	386		204		49		22		43		704
2018	285		147		34		16		30		512
2017	188		92		21		13		18		332
Prior	239		124		26		20		31		440
Total	$	1,655	$	800	$	153	$	84	$	200	$	2,892
	As of December 31, 2020
	700+		600-699		<600		No Score		Asia Pacific		Total
2020	$	424	$	173	$	11	$	17	$	55	$	680
2019	476		269		67		27		70		909
2018	339		183		50		21		36		629
2017	220		115		31		16		22		404
2016	128		63		16		10		16		233
Prior	164		91		24		15		26		320
Total	$	1,751	$	894	$	199	$	106	$	225	$	3,175

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Inventory

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Inventory

Inventory

Inventory consisted of (in millions):

	June 30, 2021		December 31, 2020
Completed VOI inventory	$	1,085	$	1,049
Estimated VOI recoveries, net	206		246
VOI construction in process	31		30
Inventory sold subject to repurchase	13		13
Vacation exchange credits and other	3		8
Land held for VOI development	1		1
Total inventory	$	1,339	$	1,347

The Company had net transfers of VOI inventory to property and equipment of $11 million and $13 million during the six months ended June 30, 2021 and 2020.

During 2020, as a result of resort closures and cancellations surrounding COVID-19, the Company recorded $48 million of reductions to exchange inventory consisting of costs previously incurred by RCI to provide enhanced out-of-network travel

options to members. These write-offs were included within Operating expenses on the Condensed Consolidated Statements of Income/(Loss), $38 million of which is included in the results for the six months ended June 30, 2020. The Company anticipates that remaining inventory will be fully utilized to maximize exchange supply for its members in 2021 and beyond.

Inventory Sale Transactions

During 2020, the Company acquired properties in Orlando, Florida, and Moab, Utah, from third-party developers for vacation ownership inventory and property and equipment.

During 2013, the Company sold real property located in Las Vegas, Nevada, to a third-party developer, consisting of vacation ownership inventory and property and equipment. The Company recognized no gain or loss on this sale transaction.

In accordance with the agreements with the third-party developers, the Company has conditional rights and conditional 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):

	Las Vegas (a)		Moab (a)		Orlando (a)		Other (b)		Total
December 31, 2020	$	13	$	31	$	22	$	17	$	83
Purchases	2		25		1		39		67
Payments	(2)		(56)		(5)		(46)		(109)
June 30, 2021	$	13	$	—	$	18	$	10	$	41
December 31, 2019	$	43	$	—	$	—	$	6	$	49
Purchases	15		—		—		70		85
Payments	(19)		—		—		(65)		(84)
June 30, 2020	$	39	$	—	$	—	$	11	$	50

(a)Included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

(b)Included in Accounts payable on the Condensed Consolidated Balance Sheets.

The Company has committed to repurchase the completed property located in Las Vegas, Nevada, from a third-party developer subject to the property meeting the Company’s vacation ownership resort standards and provided that the third-party developer has not sold the property to another party. The maximum potential future payments that the Company may be required to make under this commitment was $65 million as of June 30, 2021.

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Property and equipment

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Property and Equipment

Property and equipment, net, consisted of (in millions):

	June 30, 2021		December 31, 2020
Land	$	31	$	30
Building and leasehold improvements	596		591
Furniture, fixtures and equipment	208		207
Capitalized software	707		694
Finance leases	15		14
Construction in progress	19		12
Total property and equipment	1,576		1,548
Less: Accumulated depreciation and amortization	931		882
Property and equipment, net	$	645	$	666

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Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debt

Debt

The Company’s indebtedness consisted of (in millions):

	June 30, 2021		December 31, 2020
Non-recourse vacation ownership debt: (a)
Term notes (b)	$	1,719	$	1,893
USD bank conduit facility (due October 2022) (c)	154		168
AUD/NZD bank conduit facility (due April 2023) (d)	145		173
Total	$	2,018	$	2,234
Debt: (e)
$1.0 billion secured revolving credit facility (due May 2023) (f)	$	—	$	547
$300 million secured term loan B (due May 2025) (g)	290		291
$250 million 5.625% secured notes (due March 2021)	—		250
$650 million 4.25% secured notes (due March 2022) (h)	650		650
$400 million 3.90% secured notes (due March 2023) (i)	402		402
$300 million 5.65% secured notes (due April 2024)	299		299
$350 million 6.60% secured notes (due October 2025) (j)	344		344
$650 million 6.625% secured notes (due July 2026)	642		641
$400 million 6.00% secured notes (due April 2027) (k)	407		408
$350 million 4.625% secured notes (due March 2030)	345		345
Finance leases	6		7
Total	$	3,385	$	4,184

(a)Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities (“SPEs”), 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 $2.26 billion and $2.57 billion of underlying gross VOCRs and related assets (which legally are not assets of the Company) as of June 30, 2021 and December 31, 2020.

(b)The carrying amounts of the term notes are net of deferred financing costs of $19 million and $21 million as of June 30, 2021 and December 31, 2020.

(c)The Company has a borrowing capacity of $800 million under the USD bank conduit facility through October 2022. Borrowings under this facility are required to be repaid as the collateralized receivables amortize but no later than November 2023.

(d)The Company has a borrowing capacity of 250 million Australian dollars (“AUD”) and 48 million New Zealand dollars (“NZD”) under the AUD/NZD bank conduit facility through April 2023. Borrowings under this facility are required to be repaid no later than April 2025.

(e)The carrying amounts of the secured notes and term loan are net of unamortized discounts of $14 million and $16 million as of June 30, 2021 and December 31, 2020, and net of unamortized debt financing costs of $7 million as of June 30, 2021 and December 31, 2020.

(f)The weighted average effective interest rate on borrowings from this facility were 3.19% and 3.02% as of June 30, 2021 and December 31, 2020. In late March 2020, the Company drew down its $1.0 billion secured revolving credit facility as a precautionary measure due to COVID-19. As of June 30, 2021, these borrowings have been repaid.

(g)The weighted average effective interest rate on borrowings from this facility was 2.39% and 2.93% as of June 30, 2021 and December 31, 2020.

(h)Includes less than $1 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

(i)Includes $2 million and $3 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

(j)Includes $4 million and $5 million of unamortized losses from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

(k)Includes $10 million and $11 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

Sierra Timeshare 2021-1 Receivables Funding LLC

On March 8, 2021, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2021-1 Receivables Fundings LLC, with an initial principal amount of $500 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 1.57%. The advance rate for this transaction was 98%.

AUD/NZD Bank Conduit Renewal

On April 27, 2021, the Company renewed its AUD/NZD timeshare receivables conduit facility, extending the end of the commitment period from September 2021 to April 2023. The renewal includes a reduction of the AUD borrowing capacity from A$255 million to A$250 million, while the NZD capacity remains unchanged at NZ$48 million. The renewal bears interest at variable rates based on the Bank Bill Swap Bid Rate plus 1.65%.

Maturities and Capacity

The Company’s outstanding debt as of June 30, 2021, matures as follows (in millions):

	Non-recourse Vacation Ownership Debt		Debt		Total
Within 1 year	$	274	$	655	$	929
Between 1 and 2 years	372		407		779
Between 2 and 3 years	207		303		510
Between 3 and 4 years	207		281		488
Between 4 and 5 years	227		344		571
Thereafter	731		1,395		2,126
	$	2,018	$	3,385	$	5,403

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, 2021, available capacity under the Company’s borrowing arrangements was as follows (in millions):

	Non-recourse Conduit Facilities (a)		Revolving Credit Facilities (b)
Total capacity	$	1,025	$	1,000
Less: Outstanding borrowings	299		—
Less: Letters of credit	—		66
Available capacity	$	726	$	934

(a)Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacity of these facilities is 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 facilities and term loan B 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 at least 2.5 to 1.0 as of the measurement date and a maximum first lien leverage ratio not to exceed 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.

On July 15, 2020, the Company entered into an amendment to the Company’s credit agreement governing its revolving credit facility and term loan B (“Credit Agreement Amendment”). The Credit Agreement Amendment establishes a Relief Period with respect to the Company’s secured revolving credit facility, which commenced on July 15, 2020 and will end on

April 1, 2022, or upon earlier termination by the Company of the Relief Period, subject to certain conditions. The Credit Agreement Amendment increased the existing leverage-based financial covenant of 4.25 to 1.0 by varying levels for each applicable quarter during the Relief Period. The maximum first lien leverage ratio for the test period ending June 30, 2021 was 7.5 to 1.0. The maximum first lien leverage ratio will decrease 0.75 each quarter beginning in the third quarter of 2021 through the end of the Relief Period.

Beginning in the first quarter of 2021, and extending through the third quarter of 2021, the Credit Agreement Amendment provides that consolidated EBITDA (as defined in the credit agreement), for the purposes of the first lien leverage ratio, will be measured based on the greater of either a trailing 12-months preceding the measurement date basis or an annualized basis. Thereafter, consolidated EBITDA will be measured on a trailing 12-months basis, and following the Relief Period, the Credit Agreement Amendment reestablishes the leverage-based financial covenant of 4.25 to 1.0 which was in existence prior to the effective date of the Credit Agreement Amendment. In addition, the Credit Agreement Amendment, among other things, increased the interest rate applicable to borrowings under the Company’s secured revolving credit facility utilizing a tiered pricing grid based on the Company’s first lien leverage ratio in any quarter it exceeds 4.25 to 1.0, until the end of the Relief Period; adds a new minimum liquidity covenant, tested quarterly until the end of the Relief Period, of (i) $250 million plus (ii) 50% of the aggregate amount of dividends paid after the effective date of the Credit Agreement Amendment and on or prior to the last day of the relevant fiscal quarter; and requires the Company to maintain an interest coverage ratio (as defined in the credit agreement) of not less than 2.0 to 1.0, which shall increase to 2.5 to 1.0 after the Relief Period, the level existing prior to the effective date of the Credit Agreement Amendment. Finally, the Credit Agreement Amendment amends the definition of “Material Adverse Effect” in the credit agreement to take into consideration the impacts of the COVID-19 pandemic during the Relief Period. The Relief Period includes certain restrictions on the use of cash including the prohibition of share repurchases until such time as the Company is able to and chooses to exercise its option to exit the amendment. Additionally, the amendment limits the payout of dividends during the Relief Period to not exceed $0.50 per share, the rate in effect prior to the amendment. The Company has the option to terminate the Relief Period at any time it can demonstrate compliance with the 4.25 to 1.0 first lien leverage ratio, subject to certain conditions.

As of June 30, 2021, the Company’s interest coverage ratio was 3.1 to 1.0 and the first lien leverage ratio was 4.7 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, 2021, the Company was in compliance with the financial covenants described above. Under the Credit Agreement Amendment, when the first lien leverage ratio exceeds 4.25 to 1.0, the interest rate on revolver borrowings increases, and the Company is subject to higher fees associated with its letters of credit based on a tiered pricing grid. Given the first lien leverage ratio of 5.4 to 1.0 at December 31, 2020, the Company is now subject to higher fees associated with letters of credit and the interest rate on the revolver borrowings increased 25 basis points effective March 2, 2021. This interest rate and fees associated with letters of credit are subject to future changes based on the Company’s first lien leverage ratio which could serve to further increase the rate up to an additional 25 basis points if this ratio were to exceed 5.75 to 1.0, or reduce this rate if this ratio were to decrease to 4.25 to 1.0 or below.

Each of the Company’s non-recourse, securitized term notes, and the bank conduit facilities contain various triggers relating to the performance of the applicable loan pools. If the VOCRs 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, 2021, all of the Company’s securitized loan pools were in compliance with applicable contractual triggers.

Interest Expense

The Company incurred interest expense of $47 million and $100 million during the three and six months ended June 30, 2021. Such amounts consisted primarily of interest on debt, excluding non-recourse vacation ownership debt, and included an offset of less than $1 million of capitalized interest during both the three and six months ended June 30, 2021. Cash paid related to such interest was $105 million during the six months ended June 30, 2021.

The Company incurred interest expense of $46 million and $87 million during the three and six months ended June 30, 2020. Such amounts consisted primarily of interest on debt, excluding non-recourse vacation ownership debt, and included an offset of less than $1 million and $1 million of capitalized interest during the three and six months ended June 30, 2020. Cash paid related to such interest was $81 million during the six months ended June 30, 2020.

Interest expense incurred in connection with the Company’s non-recourse vacation ownership debt was $20 million and $44 million during the three and six months ended June 30, 2021, and $25 million and $50 million during the three and six months ended June 30, 2020, and is recorded within Consumer financing interest on the Condensed Consolidated Statements of Income/(Loss). Cash paid related to such interest was $31 million and $37 million for the six months ended June 30, 2021 and 2020.

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Variable Interest Entities

6 Months Ended

Jun. 30, 2021

Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]

Variable Interest Entities

Variable Interest Entities

In accordance with the applicable accounting guidance for the consolidation of a variable interest entity (“VIE”), the Company analyzes its variable interests, including loans, guarantees, SPEs, and equity investments, to determine if an entity in which the Company has a variable interest is a VIE. If the entity is considered to be a VIE, the Company determines whether it would be considered the entity’s primary beneficiary. The Company consolidates into its financial statements those VIEs for which it has determined that it 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, 2021		December 31, 2020
Securitized contract receivables, gross (a)	$	2,158	$	2,458
Securitized restricted cash (b)	83		92
Interest receivables on securitized contract receivables (c)	17		23
Other assets (d)	5		5
Total SPE assets	2,263		2,578
Non-recourse term notes (e) (f)	1,719		1,893
Non-recourse conduit facilities (e)	299		341
Other liabilities (g)	9		2
Total SPE liabilities	2,027		2,236
SPE assets in excess of SPE liabilities	$	236	$	342

(a)The Company does not allocate allowance for loan losses to SPEs. This amount is 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 facility and a security investment asset, which is 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 $19 million and $21 million as of June 30, 2021 and December 31, 2020, 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.

In addition, the Company has VOCRs that have not been securitized through bankruptcy-remote SPEs. Such gross receivables were $734 million and $717 million as of June 30, 2021 and December 31, 2020. 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, 2021		December 31, 2020
SPE assets in excess of SPE liabilities	$	236	$	342
Non-securitized contract receivables	734		717
Less: Allowance for loan losses	573		693
Total, net	$	397	$	366

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Fair Value

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value

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, 2021, the Company had foreign exchange contracts which resulted in less than $1 million of assets which are included within Other assets and $1 million of liabilities which are included within 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 June 30, 2021 and 2020.

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.

The carrying amounts and estimated fair values of all other financial instruments were as follows (in millions):

	June 30, 2021				December 31, 2020
	Carrying Amount		Estimated Fair Value		Carrying  Amount		Estimated Fair Value
Assets
Vacation ownership contract receivables, net (Level 3)	$	2,319	$	2,811	$	2,482	$	3,035
Liabilities
Debt (Level 2)	$	5,403	$	5,691	$	6,418	$	6,705

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).

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Derivative Instruments And Hedging Activities

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments And Hedging Activities

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, Australian and Canadian dollars, and the 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. The amount of gains or losses relating to contracts designated as cash flow hedges that the Company expects to reclassify from Accumulated other comprehensive loss (“AOCL”) to earnings over the next 12 months is not material.

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, 2021 and 2020, the Company had no fair value interest rate hedges.

Losses on derivatives recognized in AOCL for the three and six months ended June 30, 2021 and 2020, were not material.

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Income Taxes

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company files U.S. federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2016. In addition, with few exceptions, the Company is no longer subject to state, local or foreign income tax examinations for years prior to 2011.

The Company’s effective tax rate was 29.5% and (7.2)% for the three months ended June 30, 2021 and 2020; and 26.6% and 10.0% for the six months ended June 30, 2021 and 2020. The effective tax rate was significantly impacted during the three and six months ended June 30, 2020, due to COVID-19, which led to a mix of earnings in higher tax rate jurisdictions and losses in lower tax rate jurisdictions that significantly reduced our overall effective tax rate in 2020. In addition, the effective tax rate for the three months ended June 30, 2021, increased due to additions to certain unrecognized tax benefits and remeasurement of net deferred tax liabilities as a result of changes in certain state and foreign tax rates.

The Company made income tax payments, net of tax refunds, of $65 million and $5 million during the six months ended June 30, 2021 and 2020.

Tax positions are reviewed at least quarterly and adjusted as new information becomes available. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, available tax planning strategies and forecasted operating earnings. These estimates of future taxable income inherently require significant judgment. To the extent it is considered more likely than not that a deferred tax asset will be not recovered, a valuation allowance is established. Due to various factors including negative impacts of COVID-19, the Company had net increases in its valuation allowances related to foreign tax credits and other deferred assets of $1 million and $2 million during the six months ended June 30, 2021 and 2020.

On March 11, 2021, the American Rescue Plan Act of 2021 (“ARPA”) was signed into law, which is the latest stimulus package to provide COVID-19 relief. ARPA includes an extension of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act Employee Retention Tax Credit until December 31, 2021. The Company recorded $1 million of additional employee retention tax credits during the six months ended June 30, 2021. In addition to the expansion of the employee retention credit (among other provisions), ARPA includes several revenue-raising and business tax provisions. One such provision that will impact the Company is the expansion of the limitation of compensation deductions above $1 million for certain covered employees of publicly held corporations. Effective for taxable years after December 31, 2026, ARPA expands the limitation to cover the next five highest compensated employees.

On March 27, 2020, the CARES Act was established to provide emergency assistance and health care for individuals, families, and businesses affected by COVID-19 and generally support the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. The Company recorded $21 million of employee retention tax credits for the three months ended June 30, 2020, including credits from similar programs outside the U.S. The Company has deferred certain social security payments and had additional depreciation deductions relating to qualified improvement property.

While the Company continues to review and consider any available benefits under the CARES Act, ARPA, or similar legislation that may be enacted in response to COVID-19 for which it qualifies, the Company cannot predict the manner in which such benefits will be allocated or administered and cannot assure that it will be able to receive such benefits in a timely manner.

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Leases (Notes)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

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/(Loss).

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 certain information related to the lease costs for finance and operating leases (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Operating lease cost	$	6	$	9	$	11	$	17
Short-term lease cost	$	3	$	2	$	6	$	7
Finance lease cost:
Amortization of right-of-use assets	$	1	$	1	$	2	$	1
Interest on lease liabilities	—		—		—		—
Total finance lease cost	$	1	$	1	$	2	$	1

The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets:

	Balance Sheet Classification	June 30, 2021			December 31, 2020
Operating leases (in millions):
Operating lease right-of-use assets	Other assets	$	86		$	92
Operating lease liabilities	Accrued expenses and other liabilities	$	147		$	157
Finance leases (in millions):
Finance lease assets (a)	Property and equipment, net	$	7		$	8
Finance lease liabilities	Debt	$	6		$	7
Weighted average remaining lease term:
Operating leases		6.7 years			7.1 years
Finance leases		2.5 years			2.6 years
Weighted average discount rate:
Operating leases (b)		5.8		%	5.9		%
Finance leases		5.0		%	5.6		%

(a)Presented net of accumulated depreciation.

(b)Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

The table below presents supplemental cash flow information related to leases (in millions):

	Six Months Ended
	June 30,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19	$	19
Operating cash flows from finance leases	—		—
Financing cash flows from finance leases	2		1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	5	$	8
Finance leases	1		5

The table below presents maturities of lease liabilities as of June 30, 2021 (in millions):

	Operating Leases		Finance Leases
Six months ending December 31, 2021	$	17	$	1
2022	31		3
2023	30		2
2024	28		1
2025	24		—
Thereafter	49		—
Total minimum lease payments	179		7
Less: Amount of lease payments representing interest	(32)		(1)
Present value of future minimum lease payments	$	147	$	6

Due to the impact of COVID-19 during the second quarter of 2020, the Company decided to abandon the remaining portion of its administrative offices in New Jersey. The Company was also notified that Wyndham Hotels exercised its early termination rights under the sublease agreement for this building. As a result, the Company recorded $22 million of restructuring charges associated with non-lease components of the office space and $24 million of impairment charges associated with the write-off of right-of-use assets and furniture, fixtures and equipment for both the three and six months ended June 30, 2020.

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Commitments And Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

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 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, 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 $16 million and $13 million as of June 30, 2021 and December 31, 2020. Litigation 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, 2021, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to $36 million in excess of recorded accruals. Such reserves and potential exposure are exclusive of matters relating to the Company’s separation from Cendant, matters relating to the

Spin-off, matters relating to the sale of the European vacation rentals business, and matters relating to the sale of the North American vacation rentals business, which are discussed in Note 23—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. As of June 30, 2021, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to an amount of $1 million.

GUARANTEES/INDEMNIFICATIONS

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, 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 maintains insurance coverage that may mitigate any potential payments.

Other Guarantees and Indemnifications

Vacation Ownership

The Company has committed to repurchase completed property located in Las Vegas, Nevada, from a third-party developer subject to such property meeting the Company’s vacation ownership resort standards and provided that the third-party developer has not sold such property to another party. See Note 8—Inventory for additional details.

For information on guarantees and indemnifications related to the Company’s former parent and subsidiaries see Note 23—Transactions with Former Parent and Former Subsidiaries.

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Accumulated Other Comprehensive (Loss)/Income

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Accumulated Other Comprehensive (Loss)/Income

Accumulated Other Comprehensive (Loss)/Income

The components of accumulated other comprehensive loss are as follows (in millions):

	Foreign		Unrealized		Defined		Accumulated
	Currency		(Losses)/Gains		Benefit		Other
	Translation		on Cash Flow		Pension		Comprehensive
Pretax	Adjustments		Hedges		Plans		(Loss)/Income
Balance, December 31, 2020	$	(113)	$	(1)	$	—	$	(114)
Other comprehensive loss	(11)		—		—		(11)
Balance, June 30, 2021	$	(124)	$	(1)	$	—	$	(125)

Tax
Balance, December 31, 2020	$	97	$	1	$	—	$	98
Other comprehensive loss	—		—		—		—
Balance, June 30, 2021	$	97	$	1	$	—	$	98

Net of Tax
Balance, December 31, 2020	$	(16)	$	—	$	—	$	(16)
Other comprehensive loss	(11)		—		—		(11)
Balance, June 30, 2021	$	(27)	$	—	$	—	$	(27)

	Foreign		Unrealized		Defined		Accumulated
	Currency		(Losses)/Gains		Benefit		Other
	Translation		on Cash Flow		Pension		Comprehensive
Pretax	Adjustments		Hedges		Plans		(Loss)/Income
Balance, December 31, 2019	$	(148)	$	(1)	$	1	$	(148)
Other comprehensive loss	(25)		—		—		(25)
Balance, June 30, 2020	$	(173)	$	(1)	$	1	$	(173)

Tax
Balance, December 31, 2019	$	95	$	1	$	—	$	96
Other comprehensive loss	—		—		—		—
Balance, June 30, 2020	$	95	$	1	$	—	$	96

Net of Tax
Balance, December 31, 2019	$	(53)	$	—	$	1	$	(52)
Other comprehensive loss	(25)		—		—		(25)
Balance, June 30, 2020	$	(78)	$	—	$	1	$	(77)

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.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Company has a stock-based compensation plan available to grant RSUs, PSUs, Stock-settled appreciation rights (“SSARs”), NQs, and other stock-based awards to key employees, non-employee directors, advisors, and consultants.

The Wyndham Worldwide Corporation 2006 Equity and Incentive Plan was originally adopted in 2006 and was amended and restated in its entirety and approved by shareholders on May 17, 2018, (the “Amended and Restated Equity Incentive Plan”). Under the Amended and Restated Equity Incentive Plan, a maximum of 15.7 million shares of common stock may be awarded. As of June 30, 2021, 11.3 million shares remain available.

Incentive Equity Awards Granted by the Company

During the six months ended June 30, 2021, the Company granted incentive equity awards to key employees and senior officers totaling $33 million in the form of RSUs, $7 million in the form of PSUs, and $2 million in the form of stock options. Of these awards, the NQs and RSUs will vest ratably over a period of four years. The PSUs will cliff vest on the third anniversary of the grant date, contingent upon the Company achieving certain performance metrics.

During the six months ended June 30, 2020, the Company granted incentive equity awards to key employees and senior officers totaling $35 million in the form of RSUs, $8 million in the form of PSUs, and $8 million in the form of stock options.

The activity related to incentive equity awards granted to the Company’s key employees and senior officers by the Company for the six months ended June 30, 2021, consisted of the following (in millions, except grant prices):

	Balance, December 31, 2020		Granted		Vested/Exercised		Forfeitures(a)		Balance, June 30, 2021
RSUs
Number of RSUs	1.6		0.5		(0.4)		—		1.7		(b)
Weighted average grant price	$	38.22	$	59.03	$	44.73	$	—	$	47.71
PSUs
Number of PSUs	0.3		0.1		—		—		0.4		(c)
Weighted average grant price	$	42.57	$	59.00	$	—	$	—	$	48.18
SSARs
Number of SSARs	0.2		—		(0.2)		—		—		(d)
Weighted average grant price	$	34.51	$	—	$	34.51	$	—	$	—
NQs (f)
Number of NQs	2.3		0.1		(0.1)		—		2.3		(e)
Weighted average grant price	$	44.15	$	59.00	$	44.50	$	—	$	45.32

(a)The Company recognizes forfeitures as they occur.

(b)Aggregate unrecognized compensation expense related to RSUs was $64 million as of June 30, 2021, which is expected to be recognized over a weighted average period of 2.8 years.

(c)There was no unrecognized compensation expense related to PSUs as these awards were not probable of vesting as of June 30, 2021. The maximum amount of compensation expense associated with these awards would be $8 million which would be recognized over a weighted average period of 2.5 years.

(d)As of June 30, 2021, all SSARs had been exercised and thus there was no unrecognized compensation expense.

(e)There were 0.9 million NQs which were exercisable as of June 30, 2021. These exercisable NQs will expire over a weighted average period of 7.4 years and carry a weighted average grant date fair value of $8.39. Unrecognized compensation expense for NQs was $10 million as of June 30, 2021, which is expected to be recognized over a weighted average period of 2.6 years.

(f)Upon exercise of NQs, the Company issues new shares to participants.

The fair values of stock options granted by the Company during 2021 were estimated on the date of grant using the Black-Scholes option-pricing model with the relevant weighted average assumptions outlined in the table below. 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 represents the period of time these awards are expected to be outstanding. The risk-free interest rate is 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.

Stock Options	2021	2020
Grant date fair value	$18.87	$7.27	-	$7.28
Grant date strike price	$59.00	$41.04
Expected volatility	44.80%	32.60%	-	32.88%
Expected life	6.25 years	6.25	-	7.50 years
Risk-free interest rate	1.09%	0.95%	-	1.03%
Projected dividend yield	3.12%	4.87%

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense of $9 million and $16 million during the three and six months ended June 30, 2021, and $7 million and $8 million during the three and six months ended June 30, 2020, related to incentive equity awards granted to key employees, senior officers, and non-employee directors.

The Company paid $9 million and $2 million of taxes for the net share settlement of incentive equity awards that vested during the six months ended June 30, 2021 and 2020.

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 and recognized less than $1 million of compensation expense related to grants under this plan during the six months ended June 30, 2021 and 2020.

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Segment Information

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Segment Information

Segment Information The Company has two reportable segments: Vacation Ownership (formerly Wyndham Vacation Clubs) and Travel and Membership (formerly Panorama or Vacation Exchange). In connection with the Travel + Leisure brand acquisition the Company updated the names and composition of its reportable segments to better align with how the segments are managed. 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. The Travel and Membership segment operates a variety of travel businesses, including three vacation exchange brands, a home exchange network, travel technology platforms, travel memberships, and direct-to-consumer rentals. With the formation of Travel + Leisure Group the Company decided that the operations of its Extra Holidays business, which focuses on direct to consumer bookings, better aligns with the operations of this new business line and therefore transitioned the management of the Extra Holidays business to the Travel and Membership segment. As such, the Company reclassified the results of its Extra Holidays business, which was previously reported within the Vacation Ownership segment, into the Travel and Membership segment. This change is reflected in all periods reported. The reportable segments presented below represent the Company’s operating segments for which discrete financial information is available and which are utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management uses net revenues and Adjusted EBITDA to assess the performance of the reportable segments. Adjusted EBITDA is defined by the Company as Net income/(loss) 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 costs for acquisitions and divestitures, impairments, 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 liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels and Cendant, and the sale of the vacation rentals businesses. The Company believes that Adjusted EBITDA is a useful measure of performance for its segments which, when considered with GAAP measures, the Company believes 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.

The following tables present the Company’s segment information (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Net revenues	2021		2020		2021		2020
Vacation Ownership	$	599	$	238	$	1,048	$	641
Travel and Membership	204		106		387		265
Total reportable segments	803		344		1,435		906
Corporate and other (a)	(6)		(1)		(10)		(5)
Total Company	$	797	$	343	$	1,425	$	901
	Three Months Ended				Six Months Ended
	June 30,				June 30,
Reconciliation of Net income/(loss) to Adjusted EBITDA	2021		2020		2021		2020
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	100	$	(298)
Loss on disposal of discontinued business, net of income taxes	2		—		2		—
Provision/(benefit) for income taxes	31		11		37		(33)
Depreciation and amortization	31		31		63		62
Interest expense	47		46		100		87
Interest (income)	(1)		(2)		(1)		(4)
Stock-based compensation	9		6		16		7
Legacy items	1		1		4		2
COVID-19 related costs (b)	1		26		2		38
Asset impairments (c)	—		38		—		48
Restructuring	—		23		(1)		25
Exchange inventory write-off	—		—		—		38
Adjusted EBITDA	$	193	$	16	$	322	$	(28)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
Adjusted EBITDA	2021		2020		2021		2020
Vacation Ownership	$	133	$	(12)	$	200	$	(87)
Travel and Membership	75		35		150		79
Total reportable segments	208		23		350		(8)
Corporate and other (a)	(15)		(7)		(28)		(20)
Total Company	$	193	$	16	$	322	$	(28)

(a)Includes the elimination of transactions between segments.

(b)Reflects severance and other employee costs associated with layoffs due to the COVID-19 workforce reduction offset in part by employee retention credits received in connection with the U.S. CARES Act, ARPA, and similar international programs for wages paid to certain employees despite having operations suspended. This amount does not include costs associated with idle pay.

(c)Includes $5 million of bad debt expense related to a note receivable for the three and six months ended June 30, 2020, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss).

Segment Assets (a)	June 30, 2021		December 31, 2020
Vacation Ownership	$	4,782	$	5,000
Travel and Membership	1,472		1,372
Total reportable segments	6,254		6,372
Corporate and other	385		1,241
Total Company	$	6,639	$	7,613

(a)Excludes investment in consolidated subsidiaries.

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COVID-19 Related Items (Notes)

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

COVID-19 Related Impacts [Text Block]

COVID-19 Related Items

During the three months ended June 30, 2021, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	(26)	$	—	$	—	$	(26)	Vacation ownership interest sales
Recoveries	10		—		—		10		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	1		—		—		1		COVID-19 related costs
Total COVID-19	$	(15)	$	—	$	—	$	(15)

During the six months ended June 30, 2021, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	(26)	$	—	$	—	$	(26)	Vacation ownership interest sales
Recoveries	10		—		—		10		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	1		—		1		2		COVID-19 related costs
Lease related	(1)		—		—		(1)		Restructuring
Total COVID-19	$	(16)	$	—	$	1	$	(15)

During the three months ended June 30, 2020, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Employee compensation related and other	$	32	$	5	$	8	$	45	COVID-19 related costs
Asset impairments	8		30		—		38		Asset impairments/ Operating expenses
Lease related	1		22		—		23		Restructuring
Total COVID-19	$	41	$	57	$	8	$	106

During the six months ended June 30, 2020, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	225	$	—	$	—	$	225	Vacation ownership interest sales
Recoveries	(55)		—		—		(55)		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	51		5		11		67		COVID-19 related costs
Asset impairments	14		34		—		48		Asset impairments/ Operating expenses
Exchange inventory write-off	—		38		—		38		Operating expenses
Lease related	1		22		—		23		Restructuring
Total COVID-19	$	236	$	99	$	11	$	346

Allowance for loan losses - Due to the closure of resorts and sales centers and the economic downturn resulting from COVID-19 during the first quarter of 2020, the Company evaluated the potential impact of COVID-19 on its owners’ ability to repay their contract receivables and as a result of higher unemployment, the Company recorded a COVID-19 related allowance for loan losses. This allowance consisted of a $225 million COVID-19 related provision, which was reflected as a reduction to Vacation ownership interest sales and $55 million of estimated recoveries, which were reflected as a reduction to Cost/(recovery) of vacation ownership interests on the Condensed Consolidated Statements of Income/(Loss). The net negative impact of this COVID-19 related allowance on Adjusted EBITDA was $170 million for the six months ended June 30, 2020.

During the second quarter of 2021, the Company analyzed the adequacy of the COVID-19 related allowance consistent with past methodology, and due to the improvement in net new defaults the Company reduced this allowance resulting in a $26 million increase to Vacation ownership interest sales and a corresponding $10 million increase to Cost/(recovery) of vacation ownership interests on the Condensed Consolidated Statements of Income/(Loss). The net positive impact of this allowance release on Adjusted EBITDA was $16 million for the six months ended June 30, 2021. The Company will continue to monitor this reserve as more information becomes available. Refer to Note 7—Vacation Ownership Contract Receivables for additional details.

Employee compensation related and other - During the three and six months ended June 30, 2020, these costs included $39 million and $59 million related to severance and other employee costs resulting from the layoffs, salary and benefits continuation for certain employees while operations were suspended, and vacation payments associated with furloughed employees; and $6 million and $8 million of expenses during the three and six months ended June 30, 2020 related to renegotiating or exiting certain agreements and other professional fees; partially offset by $21 million of employee retention credits earned in connection with government programs, primarily the CARES Act.

In connection with these actions the Company recorded COVID-19 employee-related liabilities which are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets. The activity associated with these COVID-19 related liabilities is summarized as follows (in millions):

	Liability as of						Liability as of
	December 31, 2020		Costs Recognized		Cash Payments		June 30, 2021
COVID-19 employee-related	$	6	$	—	$	(5)	$	1
	$	6	$	—	$	(5)	$	1

Asset impairments - During the three and six months ended June 30, 2020, the Company incurred $38 million and $48 million of COVID-19 related impairments. These impairments include $33 million and $44 million recorded within Asset impairments on the Condensed Consolidated Statements of Income/(Loss) during each period as discussed in Note 21—Impairments, and $5 million included in Operating expenses during the second quarter of 2020.

Exchange inventory write-off - During the six months ended June 30, 2020, the Company wrote-off $38 million of exchange inventory, which is included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss) as discussed in Note 8—Inventory.

Lease related - The Company also recognized $23 million of restructuring charges during the second quarter of 2020. This was driven by $22 million related to the New Jersey lease discussed in Note 22—Restructuring.

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Impairments

6 Months Ended

Jun. 30, 2021

Asset Impairment Charges [Abstract]

Asset Impairment Charges [Text Block]

Impairments

During the three and six months ended June 30, 2020, the Company recorded $33 million and $44 million of asset impairments, all of which were COVID-19 related. In the first quarter of 2020, there were $6 million of impairments at the Vacation Ownership segment related to prepaid development costs and undeveloped land and $4 million at the Travel and Membership segment related to the Love Home Swap trade name. In the second quarter of 2020, the Company recorded a $24 million impairment at the Travel and Membership segment related to the New Jersey lease discussed in Note 22—Restructuring and the associated furniture, fixtures and equipment, a $6 million impairment for equity investments held at the Travel and Membership segment, and a $3 million impairment at the Vacation Ownership segment related to lease assets and furniture, fixtures and equipment. These impairments are included within the Asset impairments on the Condensed Consolidated Statements of Income/(Loss).

There were no impairment charges for the three and six months ended June 30, 2021.

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Restructuring

6 Months Ended

Jun. 30, 2021

Restructuring Charges [Abstract]

Restructuring

Restructuring

2020 Restructuring Plans

During 2020, the Company recorded $37 million of restructuring charges, $36 million of which were COVID-19 related. Due to the impact of COVID-19, the Company decided in the second quarter of 2020 to abandon the remaining portion of its administrative offices in New Jersey. The Company was notified in the second quarter of 2020 that Wyndham Hotels exercised its early termination rights under the sublease agreement. As a result, the Company recorded $22 million of restructuring charges associated with non-lease components of the office space and $24 million of impairment charges associated with the write-off of right-of-use assets and furniture, fixtures and equipment at its Travel and Membership segment. The Company also recognized $12 million of lease-related charges due to the renegotiation of an agreement and $2 million of facility-related restructuring charges associated with closed sales centers at its Vacation Ownership segment. The Travel and Membership segment additionally recognized $1 million in employee-related expenses associated with the consolidation of a shared service center. During 2020, the Company reduced its restructuring liability by $12 million of cash payments. The remaining 2020 restructuring liability of $27 million is expected to be paid by the end of 2029.

The Company implemented other restructuring plans prior to 2020. The remaining liability of less than $1 million as of June 30, 2021, is mostly personnel-related and is expected to be paid by the end of 2021.

The activity associated with the Company’s restructuring plans is summarized as follows (in millions):

	Liability as of										Liability as of
	December 31, 2020		Costs Recognized			Cash Payments		Other			June 30, 2021
Personnel-related	$	1	$	—		$	(1)	$	—		$	—
Facility-related	23		—			—		—			23
Marketing-related	2		(1)		(a)	—		3		(b)	4
	$	26	$	(1)		$	(1)	$	3		$	27

(a)Includes $1 million reversal of expense related to the reimbursement of prepaid licensing fees that were previously written-off at the Vacation Ownership segment.

(b)Includes $2 million reimbursement of termination payments and $1 million reimbursement of license fees at the Vacation Ownership segment.

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Transactions with Former Parent and Former Subsidiaries

6 Months Ended

Jun. 30, 2021

Related Party Transaction, Due from (to) Related Party [Abstract]

Transactions with Former Parent and Former Subsidiaries

Transactions with Former Parent and Former Subsidiaries

Matters Related to Cendant

Pursuant to the Separation and Distribution Agreement with Cendant (the Company’s former parent company), the Company entered into certain guarantee commitments with Cendant and Cendant’s former subsidiary, Realogy. These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and Cendant contingent and other corporate liabilities, of which Wyndham Worldwide Corporation assumed 37.5% of the responsibility while Cendant’s former subsidiary Realogy is responsible for the remaining 62.5%. In connection with the Spin-off, Wyndham Hotels agreed to retain one-third of Cendant’s contingent and other corporate liabilities and associated costs; therefore, Travel + Leisure is effectively responsible for 25% of such matters subsequent to the separation. Since Cendant’s separation, Cendant has settled the majority of the lawsuits that were pending on the date of the separation.

As of June 30, 2021, the Cendant separation and related liabilities of $13 million are comprised of $12 million for tax related liabilities and $1 million for other contingent and corporate liabilities. As of December 31, 2020, the Company had $13 million of Cendant separation-related 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 entered into several agreements with Wyndham Hotels that govern the relationship of the parties following the separation including the Separation and Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement and the License, Development and Noncompetition Agreement.

On January 4, 2021, the Company and Wyndham Hotels entered into a letter agreement 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 these agreements governing the relationship between Travel + Leisure and Wyndham Hotels, Travel + Leisure assumed two-thirds and Wyndham Hotels assumed one-third of certain contingent corporate liabilities of the Company incurred prior to the distribution, 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 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 or accrued prior to the distribution.

Travel + Leisure entered into a transition service agreement with Wyndham Hotels, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, tax, information technology, information management and related services, treasury, finance, sourcing, and employee benefits administration on an interim, transitional basis. For both the three and six months ended June 30, 2020, transition service agreement expenses were less than $1 million and included within General and administrative expense on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in 2020.

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 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 pound sterling of $46 million. The estimated fair value of the guarantee was $22 million as of June 30, 2021. The Company maintains a $7 million receivable from Wyndham Hotels for its portion of the guarantee.

In addition, the Company agreed to indemnify Awaze against certain claims and assessments, including income tax, value-added tax and other tax matters, related to the operations of the European vacation rentals business for the periods prior to

the transaction. The estimated fair value of the indemnifications was $42 million at June 30, 2021. The Company has a $14 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 an approximate $81 million on a perpetual basis. These guarantees totaled $39 million at June 30, 2021. Travel + Leisure is responsible for two-thirds of these guarantees.

As part of this agreement Wyndham Hotels is required to maintain minimum credit ratings which increased to Ba1 for Moody’s Investors Services, Inc. (“Moody’s”) and BB+ for Standard & Poor’s Rating Services (“S&P”) on May 9, 2020. In April 2020, S&P downgraded Wyndham Hotels’ credit rating from BB+ to BB. Although any ultimate exposure relative to indemnities retained from the European vacation rentals sale will be shared two-thirds by Travel + Leisure and one-third by Wyndham Hotels, as the selling entity, Travel + Leisure is responsible for administering additional security to enhance corporate guarantees in the event either company falls below a certain credit rating threshold. As a result of the Wyndham Hotels credit ratings downgrade, during 2020, the Company posted a £58 million surety bond and a £36 million letter of credit ($80 million and $49 million as of June 30, 2021) which will be maintained until such time that either companies’ S&P and Moody’s credit rating improves to BB+/Ba1.

The estimated fair value of the guarantees and indemnifications for which Travel + Leisure is responsible related to the sale of the European vacation rentals business at June 30, 2021, including the two-thirds portion related to guarantees provided by Wyndham Hotels, totaled $90 million and was recorded in Accrued expenses and other liabilities and total receivables of $21 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.

During 2019, Awaze proposed certain post-closing adjustments of $44 million which could serve to reduce the net consideration received from the sale of the European vacation rentals business. The Company finds no basis for such adjustments. In the third quarter of 2020, Awaze filed a claim in the English court. The Company filed its defense on September 25, 2020, in which it denied that any sum was due.

Travel + Leisure entered into a transition service agreement with Awaze, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, tax, information technology, information management and related services, treasury, finance, and sourcing on an interim, transitional basis. During both the three and six months ended June 30, 2020, transition service agreement expenses were less than $1 million and transition service agreement income was less than $1 million. Transition service agreement expenses were included in General and administrative expense and transition service income was included in Net revenues on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in 2020.

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 (“Vacasa”) against certain claims and assessments, including income tax and other tax matters related to the operations of the North American vacations rentals business for the periods prior to the transaction. 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 at June 30, 2021.

In connection with the sale of the North American vacations rentals business in the fourth quarter of 2019, the Company entered into a transition service agreement with Vacasa, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, information technology, information management and related services, treasury, and finance on an interim, transitional basis. During the six months ended June 30, 2021, transition service agreement expenses were less than $1 million and transition service agreement income was less than $1 million. During both the three and six months ended June 30, 2020, transition service agreement expenses were $1 million and transition service agreement income was $1 million. Transition service agreement expenses were included in General and administrative expense and transition service income was included in Other revenue on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in February 2021.

Related Party Transactions

In March 2019, the Company entered into an agreement with a former executive of the Company whereby the former executive through an SPE would develop and construct VOI inventory located in Orlando, Florida. On July 8, 2020, the Company acquired the completed vacation ownership property for $45 million. This agreement was subsequently amended increasing the purchase to $47 million.

The Company occasionally sublets an aircraft from its former CEO and current Chairman of the Board of Directors for business travel through a timesharing arrangement. The Company incurred less than $1 million of expenses as of June 30, 2020 and did not sublet the aircraft during the six months ended June 30, 2021.

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Related Party Transactions

6 Months Ended

Jun. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Transactions with Former Parent and Former Subsidiaries

Matters Related to Cendant

Pursuant to the Separation and Distribution Agreement with Cendant (the Company’s former parent company), the Company entered into certain guarantee commitments with Cendant and Cendant’s former subsidiary, Realogy. These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and Cendant contingent and other corporate liabilities, of which Wyndham Worldwide Corporation assumed 37.5% of the responsibility while Cendant’s former subsidiary Realogy is responsible for the remaining 62.5%. In connection with the Spin-off, Wyndham Hotels agreed to retain one-third of Cendant’s contingent and other corporate liabilities and associated costs; therefore, Travel + Leisure is effectively responsible for 25% of such matters subsequent to the separation. Since Cendant’s separation, Cendant has settled the majority of the lawsuits that were pending on the date of the separation.

As of June 30, 2021, the Cendant separation and related liabilities of $13 million are comprised of $12 million for tax related liabilities and $1 million for other contingent and corporate liabilities. As of December 31, 2020, the Company had $13 million of Cendant separation-related 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 entered into several agreements with Wyndham Hotels that govern the relationship of the parties following the separation including the Separation and Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement and the License, Development and Noncompetition Agreement.

On January 4, 2021, the Company and Wyndham Hotels entered into a letter agreement 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 these agreements governing the relationship between Travel + Leisure and Wyndham Hotels, Travel + Leisure assumed two-thirds and Wyndham Hotels assumed one-third of certain contingent corporate liabilities of the Company incurred prior to the distribution, 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 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 or accrued prior to the distribution.

Travel + Leisure entered into a transition service agreement with Wyndham Hotels, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, tax, information technology, information management and related services, treasury, finance, sourcing, and employee benefits administration on an interim, transitional basis. For both the three and six months ended June 30, 2020, transition service agreement expenses were less than $1 million and included within General and administrative expense on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in 2020.

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 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 pound sterling of $46 million. The estimated fair value of the guarantee was $22 million as of June 30, 2021. The Company maintains a $7 million receivable from Wyndham Hotels for its portion of the guarantee.

In addition, the Company agreed to indemnify Awaze against certain claims and assessments, including income tax, value-added tax and other tax matters, related to the operations of the European vacation rentals business for the periods prior to

the transaction. The estimated fair value of the indemnifications was $42 million at June 30, 2021. The Company has a $14 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 an approximate $81 million on a perpetual basis. These guarantees totaled $39 million at June 30, 2021. Travel + Leisure is responsible for two-thirds of these guarantees.

As part of this agreement Wyndham Hotels is required to maintain minimum credit ratings which increased to Ba1 for Moody’s Investors Services, Inc. (“Moody’s”) and BB+ for Standard & Poor’s Rating Services (“S&P”) on May 9, 2020. In April 2020, S&P downgraded Wyndham Hotels’ credit rating from BB+ to BB. Although any ultimate exposure relative to indemnities retained from the European vacation rentals sale will be shared two-thirds by Travel + Leisure and one-third by Wyndham Hotels, as the selling entity, Travel + Leisure is responsible for administering additional security to enhance corporate guarantees in the event either company falls below a certain credit rating threshold. As a result of the Wyndham Hotels credit ratings downgrade, during 2020, the Company posted a £58 million surety bond and a £36 million letter of credit ($80 million and $49 million as of June 30, 2021) which will be maintained until such time that either companies’ S&P and Moody’s credit rating improves to BB+/Ba1.

The estimated fair value of the guarantees and indemnifications for which Travel + Leisure is responsible related to the sale of the European vacation rentals business at June 30, 2021, including the two-thirds portion related to guarantees provided by Wyndham Hotels, totaled $90 million and was recorded in Accrued expenses and other liabilities and total receivables of $21 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.

During 2019, Awaze proposed certain post-closing adjustments of $44 million which could serve to reduce the net consideration received from the sale of the European vacation rentals business. The Company finds no basis for such adjustments. In the third quarter of 2020, Awaze filed a claim in the English court. The Company filed its defense on September 25, 2020, in which it denied that any sum was due.

Travel + Leisure entered into a transition service agreement with Awaze, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, tax, information technology, information management and related services, treasury, finance, and sourcing on an interim, transitional basis. During both the three and six months ended June 30, 2020, transition service agreement expenses were less than $1 million and transition service agreement income was less than $1 million. Transition service agreement expenses were included in General and administrative expense and transition service income was included in Net revenues on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in 2020.

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 (“Vacasa”) against certain claims and assessments, including income tax and other tax matters related to the operations of the North American vacations rentals business for the periods prior to the transaction. 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 at June 30, 2021.

In connection with the sale of the North American vacations rentals business in the fourth quarter of 2019, the Company entered into a transition service agreement with Vacasa, pursuant to which the companies agreed to provide each other certain transitional services including human resources, facilities, payroll, information technology, information management and related services, treasury, and finance on an interim, transitional basis. During the six months ended June 30, 2021, transition service agreement expenses were less than $1 million and transition service agreement income was less than $1 million. During both the three and six months ended June 30, 2020, transition service agreement expenses were $1 million and transition service agreement income was $1 million. Transition service agreement expenses were included in General and administrative expense and transition service income was included in Other revenue on the Condensed Consolidated Statements of Income/(Loss). These transition services ended in February 2021.

Related Party Transactions

In March 2019, the Company entered into an agreement with a former executive of the Company whereby the former executive through an SPE would develop and construct VOI inventory located in Orlando, Florida. On July 8, 2020, the Company acquired the completed vacation ownership property for $45 million. This agreement was subsequently amended increasing the purchase to $47 million.

The Company occasionally sublets an aircraft from its former CEO and current Chairman of the Board of Directors for business travel through a timesharing arrangement. The Company incurred less than $1 million of expenses as of June 30, 2020 and did not sublet the aircraft during the six months ended June 30, 2021.

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Background and Basis of Presentation Background and Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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, as well as the entities in which Travel + Leisure 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 U.S. (“GAAP”). All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. In addition, prior period segment results have been restated to reflect the aforementioned reclassification of the Extra Holidays business into the Travel and Membership segment.

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 2020 Consolidated Financial Statements included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2021.

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New Accounting Pronouncements New Accounting Pronouncements (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

Reference Rate Reform. In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance, amended in January 2021, which provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. This guidance became effective on March 12, 2020, and will apply through December 31, 2022. The transition from LIBOR based benchmark is expected to begin January 1, 2022 and to be completed when U.S. Dollar (“USD”) LIBOR rates are phased out by June 30, 2023. The Company is currently evaluating the impact of the transition from LIBOR on its financial statements and related disclosures and the related impact of this guidance on the transition. On October 27, 2020, the Company closed on the renewal of its USD bank conduit facility and adopted appropriate LIBOR disclosures for asset-backed securities (“ABS”) financing structures as part of the renewal. The Company intends to adopt such language, as appropriate, in its other relevant agreements prior to the end of 2021.

Recently Adopted Accounting Pronouncements

Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued guidance to simplify the accounting for income taxes and clarify the financial statement presentation for tax benefits related to tax deductible dividends. This guidance became effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

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Revenue Recognition Revenue Recognition (Policies)

6 Months Ended

Jun. 30, 2021

Revenue Recognition and Deferred Revenue [Abstract]

Revenue [Policy Text Block]

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.

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 bifurcates the sale and allocates the sales price between the VOI sale and the non-cash incentive. Non-cash incentives generally have expiration periods of 18 months 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. Such agreements are generally for terms of one year or less, and are renewed automatically on an annual basis. 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/(Loss). The Company reduces its management fees 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 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/(Loss).

Travel and Membership

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.

Travel and Membership derives a majority of revenues from membership dues and fees for facilitating members’ trading of their intervals. Revenues from membership dues represent the fees paid by members or affiliated clubs on their behalf. 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 the 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. The Company also derives revenue from facilitating bookings of travel accommodations for both members and non-members. 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. Other vacation exchange related product fees are deferred and recognized as revenue upon the occurrence of a future exchange, event, or other related transaction.

The Company also derives revenue from other travel products and services, enabled as a result of the 2019 acquisition of ARN and via the Company’s resort services solution business, optimizing business to business (“B2B”) capabilities, and integration for consumer travel planning. The Company’s relationships and buying power with major travel suppliers provide its partners with access to exclusive travel inventory. The Company’s affiliates and members have access to inventory from accommodation wholesalers, airfare, and rental car providers.

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 advance payments received under the program are recognized as a contract liability until the Company’s performance obligations have been satisfied. The primary performance obligation for the program relates to brand performance services. Total contract consideration is estimated and recognized on a straight-line basis over the contract term.

Other Items

The Company records property management services revenues and RCI Elite Rewards revenues for its Vacation Ownership and Travel and Membership segments gross as a principal.

Revenue Recognition, Deferred Revenue [Policy Text Block]

In the Company’s Vacation Ownership business, deferred VOI trial package revenue represents consideration received in advance for a trial VOI, which allows customers to utilize a vacation package typically within one year of purchase. 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 one year of the VOI sale. Within the Company’s Travel and Membership business, 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 revenue primarily represents payments received in advance from members for the right to access the Company’s vacation travel network to book vacation exchanges, rent travel accommodations, and for other leisure-related services and products which are generally recognized as revenue within one year.

Capitalized contract costs policy text block [Policy Text Block]

Capitalized Contract Costs

The Company’s 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 amortized over the utilization period, which is typically within one year of the sale. As of June 30, 2021 and December 31, 2020, these capitalized costs were $34 million and $41 million and are included within Other assets on the Condensed Consolidated Balance Sheets.

The Company’s 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, 2021 and December 31, 2020, these capitalized costs were $17 million and $16 million; and are included within Other assets on the Condensed Consolidated Balance Sheets.

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Vacation Ownership Contract Receivables Policy (Policies)

6 Months Ended

Jun. 30, 2021

Receivables [Abstract]

Credit Quality for Financed Receivables and the Allowance for Credit Losses

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 Vacation Ownership Asia Pacific business for which scores are not readily available).

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/(Loss). 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 separate from the pool.

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Variable Interest Entities Variable Interest Entities Policies (Policies)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principals of consolidation

In accordance with the applicable accounting guidance for the consolidation of a variable interest entity (“VIE”), the Company analyzes its variable interests, including loans, guarantees, SPEs, and equity investments, to determine if an entity in which the Company has a variable interest is a VIE. If the entity is considered to be a VIE, the Company determines whether it would be considered the entity’s primary beneficiary. The Company consolidates into its financial statements those VIEs for which it has determined that it 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.

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Income Taxes Income Taxes (Policies)	6 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Tax, Policy [Policy Text Block]	Tax positions are reviewed at least quarterly and adjusted as new information becomes available. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, available tax planning strategies and forecasted operating earnings. These estimates of future taxable income inherently require significant judgment. To the extent it is considered more likely than not that a deferred tax asset will be not recovered, a valuation allowance is established.

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Leases (Policies)	6 Months Ended
	Jun. 30, 2021
Leases [Abstract]
Lessee, Leases [Policy Text Block]	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/(Loss).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.

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Commitment and Contingencies (Policies)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies, Policy

Travel + Leisure 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, 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.

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, 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 maintains insurance coverage that may mitigate any potential payments.

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Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Net Revenues

Property management revenues, which are comprised of management fee revenue and reimbursable revenue were (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020 (a)		2021		2020 (a)
Management fee revenues	$	91	$	73	$	179	$	166
Reimbursable revenues	70		49		139		126
Property management revenues	$	161	$	122	$	318	$	292

(a)Reflects the impact of reclassifying the Extra Holidays business line from the Vacation Ownership segment to Travel and Membership.

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)(a):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Vacation Ownership
Vacation ownership interest sales (b)	$	294	$	(13)	$	466	$	77
Property management fees and reimbursable revenues	161		122		318		292
Consumer financing	102		119		201		246
Fee-for-Service commissions	29		—		41		3
Ancillary revenues	13		10		22		23
Total Vacation Ownership	599		238		1,048		641
Travel and Membership
Transaction revenues	153		44		285		140
Subscription revenues	43		33		84		77
Ancillary revenues	8		29		18		48
Total Travel and Membership	204		106		387		265
Corporate and other
Eliminations	(6)		(1)		(10)		(5)
Total Corporate and other	(6)		(1)		(10)		(5)
Net revenues	$	797	$	343	$	1,425	$	901

(a)This table reflects the reclassification of Extra Holidays from the Vacation Ownership segment into the Travel and Membership segment for all periods presented. Extra Holidays revenue is included within Transaction revenues.

(b)The Company recorded a COVID-19 related provision for loan losses of $225 million in the first quarter of 2020, due to an expected increase in defaults driven by higher unemployment associated with COVID-19, which is reflected as a reduction to Vacation ownership interest sales on the Condensed Consolidated Statements of Income/(Loss) during the six months ended June 30, 2020. During the second quarter of 2021, the Company analyzed the adequacy of this COVID-19 related provision consistent with past methodology, resulting in a $26 million reversal which is reflected as an increase in Vacation ownership interest sales on the Condensed Consolidated Statements of Income/(Loss) during the three and six months ended June 30, 2021.

Schedule of Contract Liabilities

Contract liabilities as of June 30, 2021 and December 31, 2020, were as follows (in millions):

	June 30, 2021		December 31, 2020
Deferred subscription revenue	$	178	$	176
Deferred VOI trial package revenue	101		115
Deferred exchange-related revenue (a)	63		59
Deferred VOI incentive revenue	61		74
Deferred co-branded credit card programs revenue	13		16
Deferred other revenue	3		8
Total	$	419	$	448

(a)Includes contractual liabilities to accommodate members for cancellations initiated by the Company due to unexpected events. These amounts are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

Contract with customer liability rollforward

Changes in contract liabilities for the six months ended June 30, 2021 and 2020, follow (in millions):

	2021		2020
Beginning balance	$	448	$	539
Additions	145		145
Revenue recognized	(174)		(149)
Ending balance	$	419	$	535

Schedule of Performance Obligations

The following table summarizes the Company’s remaining performance obligations for the 12-month periods set forth below (in millions):

	7/1/2021 - 6/30/2022		7/1/2022 - 6/30/2023		7/1/2023 - 6/30/2024		Thereafter		Total
Subscription revenue	$	106	$	37	$	18	$	17	$	178
VOI trial package revenue	101		—		—		—		101
Exchange-related revenue	59		3		1		—		63
VOI incentive revenue	61		—		—		—		61
Co-branded credit card programs revenue	3		3		3		4		13
Other revenue	3		—		—		—		3
Total	$	333	$	43	$	22	$	21	$	419

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Earnings/(Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share Reconciliation [Abstract]

Computation Of Basic And Diluted EPS

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,
	2021		2020		2021		2020
Net income/(loss) from continuing operations attributable to Travel + Leisure shareholders	$	74	$	(164)	$	102	$	(298)
Loss on disposal of discontinued business attributable to Travel + Leisure shareholders, net of income taxes	(2)		—		(2)		—
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	100	$	(298)
Basic earnings/(loss) per share (a)
Continuing operations	$	0.85	$	(1.92)	$	1.18	$	(3.46)
Discontinued operations	(0.02)		—		(0.02)		—
	$	0.83	$	(1.92)	$	1.16	$	(3.46)
Diluted earnings/(loss) per share (a)
Continuing operations	$	0.84	$	(1.92)	$	1.17	$	(3.46)
Discontinued operations	(0.02)		—		(0.02)		—
	$	0.82	$	(1.92)	$	1.15	$	(3.46)
Basic weighted average shares outstanding	86.5		85.4		86.4		86.1
RSUs,(b) PSUs (c) and NQs (d)	0.9		—		0.7		—
Diluted weighted average shares outstanding (e)	87.4		85.4		87.1		86.1
Dividends:
Aggregate dividends paid to shareholders	$	27	$	43	$	53	$	86

(a)Earnings/(loss) per share amounts are calculated using whole numbers.

(b)Excludes 1.6 million and 1.4 million of anti-dilutive restricted stock units (“RSUs”) for the three and six months ended June 30, 2020, of which 0.4 million and 0.3 million would have been dilutive had the Company not been in a net loss position during these periods. These shares could potentially dilute EPS in the future.

(c)Excludes performance-vested restricted stock units (“PSUs”) of 0.4 million for both the three and six months ended June 30, 2021, as the Company had not met the required performance metrics. Excludes 0.3 million PSUs for both the three and six months ended June 30, 2020, as the Company has not met the required performance metrics. These PSUs could potentially dilute EPS in the future.

(d)Excludes 1.4 million of outstanding non-qualified stock option (“NQs”) awards that would have been anti-dilutive to EPS for both the three and six months ended June 30, 2021. Excludes 2.4 million and 2.0 million of outstanding awards that would have been anti-dilutive to EPS for the three and six months ended June 30, 2020. These outstanding stock option awards could potentially dilute EPS in the future.

(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.

Current Stock Repurchase Program

The following table summarizes stock repurchase activity under the current stock repurchase program (in millions):

	Shares	Cost
As of December 31, 2020	111.3	$	5,727
Repurchases	—	—
As of June 30, 2021	111.3	$	5,727

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Vacation Ownership Contract Receivables (Tables)

6 Months Ended

Jun. 30, 2021

Vacation Ownership Contract Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Vacation ownership contract receivables, net consisted of (in millions):

	June 30, 2021		December 31, 2020
Vacation ownership contract receivables:
Securitized (a)	$	2,158	$	2,458
Non-securitized (b)	734		717
Vacation ownership contract receivables, gross	2,892		3,175
Less: Allowance for loan losses	573		693
Vacation ownership contract receivables, net	$	2,319	$	2,482

(a)Excludes $17 million and $23 million of accrued interest on securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

(b)Excludes $6 million and $9 million of accrued interest on non-securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

Financing Receivable, Allowance for Credit Loss [Table Text Block]

The activity in the allowance for loan losses on VOCRs was as follows (in millions):

	Amount
Allowance for loan losses as of December 31, 2020	$	693
Provision for loan losses, net	71
Contract receivables write-offs, net	(191)
Allowance for loan losses as of June 30, 2021	$	573

	Amount
Allowance for loan losses as of December 31, 2019	$	747
Provision for loan losses, net	345
Contract receivables write-offs, net	(246)
Allowance for loan losses as of June 30, 2020	$	846

Financing Receivable Credit Quality Indicators [Table Text Block]

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, 2021
	700+		600-699		<600		No Score		Asia Pacific		Total
Current	$	1,624	$	764	$	129	$	80	$	197	$	2,794
31 - 60 days	15		16		10		2		1		44
61 - 90 days	8		10		7		1		1		27
91 - 120 days	8		10		7		1		1		27
Total (a)	$	1,655	$	800	$	153	$	84	$	200	$	2,892
	As of December 31, 2020
	700+		600-699		<600		No Score		Asia Pacific		Total
Current	$	1,706	$	835	$	160	$	96	$	221	$	3,018
31 - 60 days	20		25		13		4		2		64
61 - 90 days	13		18		12		3		1		47
91 - 120 days	12		16		14		3		1		46
Total (a)	$	1,751	$	894	$	199	$	106	$	225	$	3,175

(a)Includes contracts under temporary deferment (up to 180 days). As of June 30, 2021 and December 31, 2020, contracts under deferment total $12 million and $37 million.

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, 2021
	700+		600-699		<600		No Score		Asia Pacific		Total
2021	$	262	$	86	$	1	$	6	$	29	$	384
2020	295		147		22		7		49		520
2019	386		204		49		22		43		704
2018	285		147		34		16		30		512
2017	188		92		21		13		18		332
Prior	239		124		26		20		31		440
Total	$	1,655	$	800	$	153	$	84	$	200	$	2,892
	As of December 31, 2020
	700+		600-699		<600		No Score		Asia Pacific		Total
2020	$	424	$	173	$	11	$	17	$	55	$	680
2019	476		269		67		27		70		909
2018	339		183		50		21		36		629
2017	220		115		31		16		22		404
2016	128		63		16		10		16		233
Prior	164		91		24		15		26		320
Total	$	1,751	$	894	$	199	$	106	$	225	$	3,175

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Inventory (Tables)

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Inventory

Inventory consisted of (in millions):

	June 30, 2021		December 31, 2020
Completed VOI inventory	$	1,085	$	1,049
Estimated VOI recoveries, net	206		246
VOI construction in process	31		30
Inventory sold subject to repurchase	13		13
Vacation exchange credits and other	3		8
Land held for VOI development	1		1
Total inventory	$	1,339	$	1,347

Activity Related to Inventory Obligations

The following table summarizes the activity related to the Company’s inventory obligations (in millions):

	Las Vegas (a)		Moab (a)		Orlando (a)		Other (b)		Total
December 31, 2020	$	13	$	31	$	22	$	17	$	83
Purchases	2		25		1		39		67
Payments	(2)		(56)		(5)		(46)		(109)
June 30, 2021	$	13	$	—	$	18	$	10	$	41
December 31, 2019	$	43	$	—	$	—	$	6	$	49
Purchases	15		—		—		70		85
Payments	(19)		—		—		(65)		(84)
June 30, 2020	$	39	$	—	$	—	$	11	$	50

(a)Included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

(b)Included in Accounts payable on the Condensed Consolidated Balance Sheets.

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Property and equipment (Tables)

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment, net, consisted of (in millions):

	June 30, 2021		December 31, 2020
Land	$	31	$	30
Building and leasehold improvements	596		591
Furniture, fixtures and equipment	208		207
Capitalized software	707		694
Finance leases	15		14
Construction in progress	19		12
Total property and equipment	1,576		1,548
Less: Accumulated depreciation and amortization	931		882
Property and equipment, net	$	645	$	666

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Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The Company’s indebtedness consisted of (in millions):

	June 30, 2021		December 31, 2020
Non-recourse vacation ownership debt: (a)
Term notes (b)	$	1,719	$	1,893
USD bank conduit facility (due October 2022) (c)	154		168
AUD/NZD bank conduit facility (due April 2023) (d)	145		173
Total	$	2,018	$	2,234
Debt: (e)
$1.0 billion secured revolving credit facility (due May 2023) (f)	$	—	$	547
$300 million secured term loan B (due May 2025) (g)	290		291
$250 million 5.625% secured notes (due March 2021)	—		250
$650 million 4.25% secured notes (due March 2022) (h)	650		650
$400 million 3.90% secured notes (due March 2023) (i)	402		402
$300 million 5.65% secured notes (due April 2024)	299		299
$350 million 6.60% secured notes (due October 2025) (j)	344		344
$650 million 6.625% secured notes (due July 2026)	642		641
$400 million 6.00% secured notes (due April 2027) (k)	407		408
$350 million 4.625% secured notes (due March 2030)	345		345
Finance leases	6		7
Total	$	3,385	$	4,184

(a)Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities (“SPEs”), 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 $2.26 billion and $2.57 billion of underlying gross VOCRs and related assets (which legally are not assets of the Company) as of June 30, 2021 and December 31, 2020.

(b)The carrying amounts of the term notes are net of deferred financing costs of $19 million and $21 million as of June 30, 2021 and December 31, 2020.

(c)The Company has a borrowing capacity of $800 million under the USD bank conduit facility through October 2022. Borrowings under this facility are required to be repaid as the collateralized receivables amortize but no later than November 2023.

(d)The Company has a borrowing capacity of 250 million Australian dollars (“AUD”) and 48 million New Zealand dollars (“NZD”) under the AUD/NZD bank conduit facility through April 2023. Borrowings under this facility are required to be repaid no later than April 2025.

(e)The carrying amounts of the secured notes and term loan are net of unamortized discounts of $14 million and $16 million as of June 30, 2021 and December 31, 2020, and net of unamortized debt financing costs of $7 million as of June 30, 2021 and December 31, 2020.

(f)The weighted average effective interest rate on borrowings from this facility were 3.19% and 3.02% as of June 30, 2021 and December 31, 2020. In late March 2020, the Company drew down its $1.0 billion secured revolving credit facility as a precautionary measure due to COVID-19. As of June 30, 2021, these borrowings have been repaid.

(g)The weighted average effective interest rate on borrowings from this facility was 2.39% and 2.93% as of June 30, 2021 and December 31, 2020.

(h)Includes less than $1 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

(i)Includes $2 million and $3 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

(j)Includes $4 million and $5 million of unamortized losses from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

(k)Includes $10 million and $11 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

Summary Of Outstanding Debt Maturities

The Company’s outstanding debt as of June 30, 2021, matures as follows (in millions):

	Non-recourse Vacation Ownership Debt		Debt		Total
Within 1 year	$	274	$	655	$	929
Between 1 and 2 years	372		407		779
Between 2 and 3 years	207		303		510
Between 3 and 4 years	207		281		488
Between 4 and 5 years	227		344		571
Thereafter	731		1,395		2,126
	$	2,018	$	3,385	$	5,403

Summary Of Available Capacity Under Borrowing Arrangements

As of June 30, 2021, available capacity under the Company’s borrowing arrangements was as follows (in millions):

	Non-recourse Conduit Facilities (a)		Revolving Credit Facilities (b)
Total capacity	$	1,025	$	1,000
Less: Outstanding borrowings	299		—
Less: Letters of credit	—		66
Available capacity	$	726	$	934

(a)Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacity of these facilities is 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.

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Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2021

Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]

Assets and Liabilities of SPEs

The assets and liabilities of these vacation ownership SPEs are as follows (in millions):

	June 30, 2021		December 31, 2020
Securitized contract receivables, gross (a)	$	2,158	$	2,458
Securitized restricted cash (b)	83		92
Interest receivables on securitized contract receivables (c)	17		23
Other assets (d)	5		5
Total SPE assets	2,263		2,578
Non-recourse term notes (e) (f)	1,719		1,893
Non-recourse conduit facilities (e)	299		341
Other liabilities (g)	9		2
Total SPE liabilities	2,027		2,236
SPE assets in excess of SPE liabilities	$	236	$	342

(a)The Company does not allocate allowance for loan losses to SPEs. This amount is 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 facility and a security investment asset, which is 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 $19 million and $21 million as of June 30, 2021 and December 31, 2020, 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.

Summary Of Total Vacation Ownership Receivables And Other Securitized Assets, Net Of Securitized Liabilities And Allowance For Loan Losses

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, 2021		December 31, 2020
SPE assets in excess of SPE liabilities	$	236	$	342
Non-securitized contract receivables	734		717
Less: Allowance for loan losses	573		693
Total, net	$	397	$	366

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Fair Value (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Carrying Amounts and Estimated Fair Values of Financial Instruments

The carrying amounts and estimated fair values of all other financial instruments were as follows (in millions):

	June 30, 2021				December 31, 2020
	Carrying Amount		Estimated Fair Value		Carrying  Amount		Estimated Fair Value
Assets
Vacation ownership contract receivables, net (Level 3)	$	2,319	$	2,811	$	2,482	$	3,035
Liabilities
Debt (Level 2)	$	5,403	$	5,691	$	6,418	$	6,705

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Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Lease, Cost [Table Text Block]

The table below presents certain information related to the lease costs for finance and operating leases (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Operating lease cost	$	6	$	9	$	11	$	17
Short-term lease cost	$	3	$	2	$	6	$	7
Finance lease cost:
Amortization of right-of-use assets	$	1	$	1	$	2	$	1
Interest on lease liabilities	—		—		—		—
Total finance lease cost	$	1	$	1	$	2	$	1

Leases, Assets and Liabilities [Table Text Block]

The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets:

	Balance Sheet Classification	June 30, 2021			December 31, 2020
Operating leases (in millions):
Operating lease right-of-use assets	Other assets	$	86		$	92
Operating lease liabilities	Accrued expenses and other liabilities	$	147		$	157
Finance leases (in millions):
Finance lease assets (a)	Property and equipment, net	$	7		$	8
Finance lease liabilities	Debt	$	6		$	7
Weighted average remaining lease term:
Operating leases		6.7 years			7.1 years
Finance leases		2.5 years			2.6 years
Weighted average discount rate:
Operating leases (b)		5.8		%	5.9		%
Finance leases		5.0		%	5.6		%

(a)Presented net of accumulated depreciation.

(b)Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

Leases, Cash Flow Presentation [Table Text Block]

The table below presents supplemental cash flow information related to leases (in millions):

	Six Months Ended
	June 30,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19	$	19
Operating cash flows from finance leases	—		—
Financing cash flows from finance leases	2		1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	5	$	8
Finance leases	1		5

Leases, Liability Maturity [Table Text Block]

The table below presents maturities of lease liabilities as of June 30, 2021 (in millions):

	Operating Leases		Finance Leases
Six months ending December 31, 2021	$	17	$	1
2022	31		3
2023	30		2
2024	28		1
2025	24		—
Thereafter	49		—
Total minimum lease payments	179		7
Less: Amount of lease payments representing interest	(32)		(1)
Present value of future minimum lease payments	$	147	$	6

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Accumulated Other Comprehensive (Loss)/Income (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Components Of Accumulated Other Comprehensive (Loss)/Income

The components of accumulated other comprehensive loss are as follows (in millions):

	Foreign		Unrealized		Defined		Accumulated
	Currency		(Losses)/Gains		Benefit		Other
	Translation		on Cash Flow		Pension		Comprehensive
Pretax	Adjustments		Hedges		Plans		(Loss)/Income
Balance, December 31, 2020	$	(113)	$	(1)	$	—	$	(114)
Other comprehensive loss	(11)		—		—		(11)
Balance, June 30, 2021	$	(124)	$	(1)	$	—	$	(125)

Tax
Balance, December 31, 2020	$	97	$	1	$	—	$	98
Other comprehensive loss	—		—		—		—
Balance, June 30, 2021	$	97	$	1	$	—	$	98

Net of Tax
Balance, December 31, 2020	$	(16)	$	—	$	—	$	(16)
Other comprehensive loss	(11)		—		—		(11)
Balance, June 30, 2021	$	(27)	$	—	$	—	$	(27)

	Foreign		Unrealized		Defined		Accumulated
	Currency		(Losses)/Gains		Benefit		Other
	Translation		on Cash Flow		Pension		Comprehensive
Pretax	Adjustments		Hedges		Plans		(Loss)/Income
Balance, December 31, 2019	$	(148)	$	(1)	$	1	$	(148)
Other comprehensive loss	(25)		—		—		(25)
Balance, June 30, 2020	$	(173)	$	(1)	$	1	$	(173)

Tax
Balance, December 31, 2019	$	95	$	1	$	—	$	96
Other comprehensive loss	—		—		—		—
Balance, June 30, 2020	$	95	$	1	$	—	$	96

Net of Tax
Balance, December 31, 2019	$	(53)	$	—	$	1	$	(52)
Other comprehensive loss	(25)		—		—		(25)
Balance, June 30, 2020	$	(78)	$	—	$	1	$	(77)

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement, Noncash Expense [Abstract]

Incentive Equity Awards Granted By The Company

The activity related to incentive equity awards granted to the Company’s key employees and senior officers by the Company for the six months ended June 30, 2021, consisted of the following (in millions, except grant prices):

	Balance, December 31, 2020		Granted		Vested/Exercised		Forfeitures(a)		Balance, June 30, 2021
RSUs
Number of RSUs	1.6		0.5		(0.4)		—		1.7		(b)
Weighted average grant price	$	38.22	$	59.03	$	44.73	$	—	$	47.71
PSUs
Number of PSUs	0.3		0.1		—		—		0.4		(c)
Weighted average grant price	$	42.57	$	59.00	$	—	$	—	$	48.18
SSARs
Number of SSARs	0.2		—		(0.2)		—		—		(d)
Weighted average grant price	$	34.51	$	—	$	34.51	$	—	$	—
NQs (f)
Number of NQs	2.3		0.1		(0.1)		—		2.3		(e)
Weighted average grant price	$	44.15	$	59.00	$	44.50	$	—	$	45.32

(a)The Company recognizes forfeitures as they occur.

(b)Aggregate unrecognized compensation expense related to RSUs was $64 million as of June 30, 2021, which is expected to be recognized over a weighted average period of 2.8 years.

(c)There was no unrecognized compensation expense related to PSUs as these awards were not probable of vesting as of June 30, 2021. The maximum amount of compensation expense associated with these awards would be $8 million which would be recognized over a weighted average period of 2.5 years.

(d)As of June 30, 2021, all SSARs had been exercised and thus there was no unrecognized compensation expense.

(e)There were 0.9 million NQs which were exercisable as of June 30, 2021. These exercisable NQs will expire over a weighted average period of 7.4 years and carry a weighted average grant date fair value of $8.39. Unrecognized compensation expense for NQs was $10 million as of June 30, 2021, which is expected to be recognized over a weighted average period of 2.6 years.

(f)Upon exercise of NQs, the Company issues new shares to participants.

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

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.

Stock Options	2021	2020
Grant date fair value	$18.87	$7.27	-	$7.28
Grant date strike price	$59.00	$41.04
Expected volatility	44.80%	32.60%	-	32.88%
Expected life	6.25 years	6.25	-	7.50 years
Risk-free interest rate	1.09%	0.95%	-	1.03%
Projected dividend yield	3.12%	4.87%

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Summary Of Segment Information

The following tables present the Company’s segment information (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Net revenues	2021		2020		2021		2020
Vacation Ownership	$	599	$	238	$	1,048	$	641
Travel and Membership	204		106		387		265
Total reportable segments	803		344		1,435		906
Corporate and other (a)	(6)		(1)		(10)		(5)
Total Company	$	797	$	343	$	1,425	$	901
	Three Months Ended				Six Months Ended
	June 30,				June 30,
Reconciliation of Net income/(loss) to Adjusted EBITDA	2021		2020		2021		2020
Net income/(loss) attributable to Travel + Leisure shareholders	$	72	$	(164)	$	100	$	(298)
Loss on disposal of discontinued business, net of income taxes	2		—		2		—
Provision/(benefit) for income taxes	31		11		37		(33)
Depreciation and amortization	31		31		63		62
Interest expense	47		46		100		87
Interest (income)	(1)		(2)		(1)		(4)
Stock-based compensation	9		6		16		7
Legacy items	1		1		4		2
COVID-19 related costs (b)	1		26		2		38
Asset impairments (c)	—		38		—		48
Restructuring	—		23		(1)		25
Exchange inventory write-off	—		—		—		38
Adjusted EBITDA	$	193	$	16	$	322	$	(28)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
Adjusted EBITDA	2021		2020		2021		2020
Vacation Ownership	$	133	$	(12)	$	200	$	(87)
Travel and Membership	75		35		150		79
Total reportable segments	208		23		350		(8)
Corporate and other (a)	(15)		(7)		(28)		(20)
Total Company	$	193	$	16	$	322	$	(28)

(a)Includes the elimination of transactions between segments.

(b)Reflects severance and other employee costs associated with layoffs due to the COVID-19 workforce reduction offset in part by employee retention credits received in connection with the U.S. CARES Act, ARPA, and similar international programs for wages paid to certain employees despite having operations suspended. This amount does not include costs associated with idle pay.

(c)Includes $5 million of bad debt expense related to a note receivable for the three and six months ended June 30, 2020, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss).

Segment Assets (a)	June 30, 2021		December 31, 2020
Vacation Ownership	$	4,782	$	5,000
Travel and Membership	1,472		1,372
Total reportable segments	6,254		6,372
Corporate and other	385		1,241
Total Company	$	6,639	$	7,613

(a)Excludes investment in consolidated subsidiaries.

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COVID-19 Related Items (Tables)

6 Months Ended

Jun. 30, 2021

Jun. 30, 2020

Restructuring and Related Activities [Abstract]

COVID-19 Related Impacts [Table Text Block]

During the three months ended June 30, 2021, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	(26)	$	—	$	—	$	(26)	Vacation ownership interest sales
Recoveries	10		—		—		10		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	1		—		—		1		COVID-19 related costs
Total COVID-19	$	(15)	$	—	$	—	$	(15)

During the six months ended June 30, 2021, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	(26)	$	—	$	—	$	(26)	Vacation ownership interest sales
Recoveries	10		—		—		10		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	1		—		1		2		COVID-19 related costs
Lease related	(1)		—		—		(1)		Restructuring
Total COVID-19	$	(16)	$	—	$	1	$	(15)

During the three months ended June 30, 2020, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Employee compensation related and other	$	32	$	5	$	8	$	45	COVID-19 related costs
Asset impairments	8		30		—		38		Asset impairments/ Operating expenses
Lease related	1		22		—		23		Restructuring
Total COVID-19	$	41	$	57	$	8	$	106

During the six months ended June 30, 2020, the Company had expenses directly related to COVID-19 as detailed in the table below (in millions):

	Vacation Ownership		Travel and Membership		Corporate		Consolidated		Income Statement Classification
Allowance for loan losses:
Provision	$	225	$	—	$	—	$	225	Vacation ownership interest sales
Recoveries	(55)		—		—		(55)		Cost/(recovery) of vacation ownership interests
Employee compensation related and other	51		5		11		67		COVID-19 related costs
Asset impairments	14		34		—		48		Asset impairments/ Operating expenses
Exchange inventory write-off	—		38		—		38		Operating expenses
Lease related	1		22		—		23		Restructuring
Total COVID-19	$	236	$	99	$	11	$	346

COVID-19 Related Liabilities [Table Text Block]

The activity associated with these COVID-19 related liabilities is summarized as follows (in millions):

	Liability as of						Liability as of
	December 31, 2020		Costs Recognized		Cash Payments		June 30, 2021
COVID-19 employee-related	$	6	$	—	$	(5)	$	1
	$	6	$	—	$	(5)	$	1

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Restructuring (Tables)

6 Months Ended

Jun. 30, 2021

Restructuring Charges [Abstract]

Activity Related To The Restructuring Costs

The activity associated with the Company’s restructuring plans is summarized as follows (in millions):

	Liability as of										Liability as of
	December 31, 2020		Costs Recognized			Cash Payments		Other			June 30, 2021
Personnel-related	$	1	$	—		$	(1)	$	—		$	—
Facility-related	23		—			—		—			23
Marketing-related	2		(1)		(a)	—		3		(b)	4
	$	26	$	(1)		$	(1)	$	3		$	27

(a)Includes $1 million reversal of expense related to the reimbursement of prepaid licensing fees that were previously written-off at the Vacation Ownership segment.

(b)Includes $2 million reimbursement of termination payments and $1 million reimbursement of license fees at the Vacation Ownership segment.

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Background and Basis of Presentation (Narrative) (Details) $ in Millions		3 Months Ended			6 Months Ended
	Jan. 05, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2021 USD ($) segment brand	Jun. 30, 2020 USD ($)
Background [Line Items]
Number of Reportable Segments | segment					2
Resorts reopened		96.00%			96.00%
Sales and marketing operations reopened		95.00%			95.00%
Business Acquisition [Line Items]
Payments to acquire business					$ 37	$ 0
Restructuring Cost and Reserve [Line Items]
Provision for loan losses					$ 71	345
Debt Instrument [Line Items]
Number of operating segments | segment					2
Secured Revolving Credit Facility due May 2023 | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount		$ 1,000			$ 1,000
Travel and Membership
Background [Line Items]
Number of brands | brand					3
Revolving Credit Facility | Secured Revolving Credit Facility due May 2023 | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount		1,000			$ 1,000
COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Total COVID-19 Impact		(15)	$ 106		(15)	346
COVID-19 [Member] | Vacation ownership interest sales
Restructuring Cost and Reserve [Line Items]
Provision for loan losses		(26)		$ 225	(26)	225
COVID-19 [Member] | Cost/(recovery) of vacation ownership interest [Member]
Restructuring Cost and Reserve [Line Items]
Estimated inventory recoveries during the period		(10)		$ 55	(10)	55
COVID-19 [Member] | Travel and Membership
Restructuring Cost and Reserve [Line Items]
Total COVID-19 Impact		0	$ 57		0	99
COVID-19 [Member] | Travel and Membership | Vacation ownership interest sales
Restructuring Cost and Reserve [Line Items]
Provision for loan losses		0			0	0
COVID-19 [Member] | Travel and Membership | Cost/(recovery) of vacation ownership interest [Member]
Restructuring Cost and Reserve [Line Items]
Estimated inventory recoveries during the period		0			$ 0	$ 0
Travel + Leisure
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 100
Payments to acquire business	$ 35	$ 20

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Revenue Recognition (Narrative) (Details)	6 Months Ended
	Jun. 30, 2021 numberOfAssociations
Revenue from Contract with Customer [Abstract]
Expiration periods for non-cash incentives (or less)	18 months
Term of management services agreements (or less)	1 year
Fees For Property Management Services, Budgeted Operating Expenses, Percentage	10.00%
Managed property owner's associations that paid travel and membership exchange fees	1

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Revenue Recognition (Prop Mgmt Rev) (Details) - USD ($) $ in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020		Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Net revenues	[1]	$ 797	$ 343		$ 1,425	$ 901
Operating Segments
Disaggregation of Revenue [Line Items]
Net revenues		803	344		1,435	906
Vacation Ownership | Operating Segments
Disaggregation of Revenue [Line Items]
Net revenues	[1]	599	238		1,048	641
Management Fee Revenue [Member] | Vacation Ownership
Disaggregation of Revenue [Line Items]
Net revenues		91	73	[2]	179	166	[2]
Reimbursement Revenue [Member] | Vacation Ownership
Disaggregation of Revenue [Line Items]
Net revenues		70	49	[2]	139	126	[2]
Property management fees and reimbursable revenues | Vacation Ownership | Operating Segments
Disaggregation of Revenue [Line Items]
Net revenues	[1]	161	122	[2]	318	292	[2]
Deferred exchange-related revenue | Vacation Ownership
Disaggregation of Revenue [Line Items]
Net revenues		$ 7	$ 6		$ 14	$ 13

[1] This table reflects the reclassification of Extra Holidays from the Vacation Ownership segment into the Travel and Membership segment for all periods presented. Extra Holidays revenue is included within Transaction revenues.

[2] Reflects the impact of reclassifying the Extra Holidays business line from the Vacation Ownership segment to Travel and Membership.

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Revenue Recognition (Contract Liabilities) (Details) - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Contract liabilities		$ 419	$ 448	$ 535	$ 539
Contract with Customer, Liability, Revenue Recognition Term		1 year
Deferred subscription revenue
Disaggregation of Revenue [Line Items]
Contract liabilities		$ 178	176
Deferred VOI trial package revenue
Disaggregation of Revenue [Line Items]
Contract liabilities		$ 101	115
Deferred VOI trial package revenue | Vacation Ownership
Disaggregation of Revenue [Line Items]
Contract with Customer, Liability, Revenue Recognition Term		1 year
Deferred exchange-related revenue
Disaggregation of Revenue [Line Items]
Contract liabilities	[1]	$ 63	59
Deferred exchange-related revenue | Travel and Membership
Disaggregation of Revenue [Line Items]
Contract with Customer, Liability, Revenue Recognition Term		1 year
Deferred VOI incentive revenue
Disaggregation of Revenue [Line Items]
Contract liabilities		$ 61	74
Deferred co-branded credit card programs revenue
Disaggregation of Revenue [Line Items]
Contract liabilities		13	16
Deferred other revenue
Disaggregation of Revenue [Line Items]
Contract liabilities		$ 3	$ 8

[1] Includes contractual liabilities to accommodate members for cancellations initiated by the Company due to unexpected events. These amounts are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

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Revenue Recognition Revenue Recognition (Contract Liabilities Rollforward) (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Revenue Recognition and Deferred Revenue [Abstract]
Contract liabilities, Beginning Balance	$ 448	$ 539
Contract with Customer, Liability, Additions	145	145
Contract with Customer, Liability, Revenue Recognized	174	149
Contract liabilities, Ending Balance	$ 419	$ 535

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Revenue Recognition (Capitalized Contract Costs) (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Capitalized Contract Cost [Line Items]
Contract with Customer, Liability, Revenue Recognition Term	1 year
Vacation Ownership
Capitalized Contract Cost [Line Items]
Capitalized Contract Cost, Amortization Period	1 year
Other Assets | Vacation Ownership
Capitalized Contract Cost [Line Items]
Capitalized contract costs	$ 34	$ 41
Other Assets | Travel and Membership
Capitalized Contract Cost [Line Items]
Capitalized contract costs	$ 17	$ 16

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Revenue Recognition (Performance Obligations) (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with Customer, Liability		$ 419	$ 448	$ 535	$ 539
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 333
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 43
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 22
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 21
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Subscription revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with Customer, Liability		$ 178	176
Subscription revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 106
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Subscription revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 37
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Subscription revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 18
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Subscription revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 17
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
VOI trial package revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with Customer, Liability		$ 101	115
VOI trial package revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 101
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
VOI trial package revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
VOI trial package revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
VOI trial package revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Exchange-related revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with Customer, Liability	[1]	$ 63	59
Exchange-related revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 59
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Exchange-related revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Exchange-related revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Exchange-related revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
VOI incentive revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with Customer, Liability		$ 61	74
VOI incentive revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 61
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
VOI incentive revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
VOI incentive revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
VOI incentive revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Co-branded credit card programs revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with Customer, Liability		$ 13	16
Co-branded credit card programs revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Co-branded credit card programs revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Co-branded credit card programs revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Co-branded credit card programs revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Other revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with Customer, Liability		$ 3	$ 8
Other revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Other revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Other revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Other revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations		$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year

[1] Includes contractual liabilities to accommodate members for cancellations initiated by the Company due to unexpected events. These amounts are included within Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

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Revenue Recognition Revenue Recognition (Disaggregation of Net Revenues) (Details) - USD ($) $ in Millions		3 Months Ended				6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020		Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Net revenues	[1]	$ 797	$ 343			$ 1,425	$ 901
Provision for loan losses						71	345
Operating Segments
Disaggregation of Revenue [Line Items]
Net revenues		803	344			1,435	906
Corporate and other
Disaggregation of Revenue [Line Items]
Net revenues	[1],[2]	(6)	(1)			(10)	(5)
Corporate and other | Eliminations
Disaggregation of Revenue [Line Items]
Net revenues	[1]	(6)	(1)			(10)	(5)
Vacation Ownership | Operating Segments
Disaggregation of Revenue [Line Items]
Net revenues	[1]	599	238			1,048	641
Vacation Ownership | Operating Segments | Vacation Ownership Interest Sales [Member]
Disaggregation of Revenue [Line Items]
Net revenues	[1],[3]	294	(13)			466	77
Vacation Ownership | Operating Segments | Property management fees and reimbursable revenues
Disaggregation of Revenue [Line Items]
Net revenues	[1]	161	122	[4]		318	292	[4]
Vacation Ownership | Operating Segments | Consumer financing
Disaggregation of Revenue [Line Items]
Net revenues	[1]	102	119			201	246
Vacation Ownership | Operating Segments | Fee-for-Service commissions
Disaggregation of Revenue [Line Items]
Net revenues	[1]	29	0			41	3
Vacation Ownership | Operating Segments | Ancillary revenues
Disaggregation of Revenue [Line Items]
Net revenues	[1]	13	10			22	23
Travel and Membership | Operating Segments
Disaggregation of Revenue [Line Items]
Net revenues	[1]	204	106			387	265
Travel and Membership | Operating Segments | Ancillary revenues
Disaggregation of Revenue [Line Items]
Net revenues	[1]	8	29			18	48
Travel and Membership | Operating Segments | Transaction revenues
Disaggregation of Revenue [Line Items]
Net revenues	[1]	153	44			285	140
Travel and Membership | Operating Segments | Deferred subscription revenue
Disaggregation of Revenue [Line Items]
Net revenues	[1]	43	$ 33			84	77
Vacation Ownership Interest Sales [Member] | COVID-19 [Member]
Disaggregation of Revenue [Line Items]
Provision for loan losses		(26)			$ 225	(26)	225
Vacation Ownership Interest Sales [Member] | Vacation Ownership | COVID-19 [Member]
Disaggregation of Revenue [Line Items]
Provision for loan losses		(26)				(26)	225
Vacation Ownership Interest Sales [Member] | Travel and Membership | COVID-19 [Member]
Disaggregation of Revenue [Line Items]
Provision for loan losses		$ 0				$ 0	$ 0

[1] This table reflects the reclassification of Extra Holidays from the Vacation Ownership segment into the Travel and Membership segment for all periods presented. Extra Holidays revenue is included within Transaction revenues.

[2] Includes the elimination of transactions between segments.

[3] The Company recorded a COVID-19 related provision for loan losses of $225 million in the first quarter of 2020, due to an expected increase in defaults driven by higher unemployment associated with COVID-19, which is reflected as a reduction to Vacation ownership interest sales on the Condensed Consolidated Statements of Income/(Loss) during the six months ended June 30, 2020. During the second quarter of 2021, the Company analyzed the adequacy of this COVID-19 related provision consistent with past methodology, resulting in a $26 million reversal which is reflected as an increase in Vacation ownership interest sales on the Condensed Consolidated Statements of Income/(Loss) during the three and six months ended June 30, 2021.

[4] Reflects the impact of reclassifying the Extra Holidays business line from the Vacation Ownership segment to Travel and Membership.

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Earnings/(Loss) Per Share (Computation Of Basic And Diluted EPS) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income/(loss) from continuing operations attributable to Travel + Leisure shareholders		$ 74	$ (164)	$ 102	$ (298)
Loss on disposal of discontinued business, net of income taxes		(2)	0	(2)	0
Net income/(loss) attributable to Travel + Leisure shareholders		$ 72	$ (164)	$ 100	$ (298)
Basic earnings/(loss) per share
Continuing operations	[1]	$ 0.85	$ (1.92)	$ 1.18	$ (3.46)
Discontinued operations	[1]	(0.02)	0	(0.02)	0
Basic earnings/(loss) per share	[1]	0.83	(1.92)	1.16	(3.46)
Diluted earnings/(loss) per share
Continuing operations	[1]	0.84	(1.92)	1.17	(3.46)
Discontinued operations	[1]	(0.02)	0	(0.02)	0
Diluted earnings/(loss) per share	[1]	$ 0.82	$ (1.92)	$ 1.15	$ (3.46)
Basic weighted average shares outstanding (in shares)		86.5	85.4	86.4	86.1
Stock-settled appreciation rights (“SSARs”), RSUs and PSUs (in shares)	[2],[3],[4]	0.9	0.0	0.7	0.0
Diluted weighted average shares outstanding (in shares)	[5]	87.4	85.4	87.1	86.1
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]
Aggregate dividends paid to shareholders		$ 27	$ 43	$ 53	$ 86
Restricted Stock Units (RSUs)
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]
Shares excluded from computation of diluted EPS (in shares)			1.6		1.4
Restricted Stock Units (RSUs) | Dilutive Outside Loss Position
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]
Shares excluded from computation of diluted EPS (in shares)			0.4		0.3
Performance Shares [Member]
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]
Shares excluded from computation of diluted EPS (in shares)		0.4	0.3	0.4	0.3
Share-based Payment Arrangement, Option [Member]
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]
Shares excluded from computation of diluted EPS (in shares)		1.4	2.4	1.4	2.0

[1] Earnings/(loss) per share amounts are calculated using whole numbers.

[2] Excludes 1.4 million of outstanding non-qualified stock option (“NQs”) awards that would have been anti-dilutive to EPS for both the three and six months ended June 30, 2021. Excludes 2.4 million and 2.0 million of outstanding awards that would have been anti-dilutive to EPS for the three and six months ended June 30, 2020. These outstanding stock option awards could potentially dilute EPS in the future

[3] Excludes 1.6 million and 1.4 million of anti-dilutive restricted stock units (“RSUs”) for the three and six months ended June 30, 2020, of which 0.4 million and 0.3 million would have been dilutive had the Company not been in a net loss position during these periods. These shares could potentially dilute EPS in the future.

[4] Excludes performance-vested restricted stock units (“PSUs”) of 0.4 million for both the three and six months ended June 30, 2021, as the Company had not met the required performance metrics. Excludes 0.3 million PSUs for both the three and six months ended June 30, 2020, as the Company has not met the required performance metrics. These PSUs could potentially dilute EPS in the future.

[5] The dilutive impact of the Company’s potential common stock is computed utilizing the treasury stock method using average market prices during the period.

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Earnings/(Loss) Per Share (Current Stock Repurchase Program) (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($) shares
Stock Repurchase Activity [Roll Forward]
As of December 31, 2020 | shares	135,824,676
As of June 30, 2021 | shares	135,824,676
Maximum leverage ratio	4.25
Stock Repurchase Program [Member]
Stock Repurchase Activity [Roll Forward]
As of December 31, 2020 | shares	111,300,000
Repurchases | shares	0
As of June 30, 2021 | shares	111,300,000
As of December 31, 2020 | $	$ 5,727
Cost of repurchases | $	0
As of June 30, 2021 | $	5,727
Proceeds from Stock Options Exercised | $	4
Remaining authorized amount under share repurchases | $	$ 354

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Acquisitions Narrative (Details) - USD ($) $ in Millions		3 Months Ended	6 Months Ended
	Jan. 05, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Payments to acquire business			$ 37	$ 0
Travel + Leisure
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 100
Payments to acquire business	$ 35	$ 20

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Discontinued Operations and Disposal Groups (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on disposal of discontinued business, net of income taxes	$ (2)	$ 0	$ (2)	$ 0
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on disposal of discontinued business, net of income taxes	$ (2)		$ (2)

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Vacation Ownership Contract Receivables (Current And Long-Term Vacation Ownership Contract Receivables) (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivables [Line Items]
Vacation ownership contract receivables, gross	[1]	$ 2,892	$ 3,175
Financing Receivable, Allowance for Credit Loss		573	693	$ 846	$ 747
Vacation ownership contract receivables, net		2,319	2,482
Securitized
Accounts, Notes, Loans and Financing Receivables [Line Items]
Vacation ownership contract receivables, gross	[2]	2,158	2,458
Securitized | Trade Accounts Receivable
Accounts, Notes, Loans and Financing Receivables [Line Items]
Interest receivables on securitized contract receivables		17	23
Non-securitized
Accounts, Notes, Loans and Financing Receivables [Line Items]
Vacation ownership contract receivables, gross	[3]	734	717
Non-securitized | Trade Accounts Receivable
Accounts, Notes, Loans and Financing Receivables [Line Items]
Interest receivables on securitized contract receivables		$ 6	$ 9

[1] Includes contracts under temporary deferment (up to 180 days). As of June 30, 2021 and December 31, 2020, contracts under deferment total $12 million and $37 million.

[2] Excludes $17 million and $23 million of accrued interest on securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

[3] Excludes $6 million and $9 million of accrued interest on non-securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

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Vacation Ownership Contract Receivables (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Loans and Leases Receivable Disclosure [Line Items]
Interest income on securitized receivables	$ 77	$ 105		$ 156	$ 211
Originated vacation ownership contract receivables				299	233
Vacation ownership contract principal collections				$ 389	387
Weighted average interest rate	14.50%			14.50%		14.40%
Provision for Loan, Lease, and Other Losses	$ 33	$ 30		$ 71	345
Provision for loan losses				$ 71	345
Minimum days which Company ceases to accrue interest on VOI contract receivables				90 days
VOI contract receivable written off as credit loss				120 days
Vacation Ownership Interest Sales [Member] | COVID-19 [Member]
Loans and Leases Receivable Disclosure [Line Items]
Provision for loan losses	(26)		$ 225	$ (26)	225
Cost/(recovery) of vacation ownership interest [Member] | COVID-19 [Member]
Loans and Leases Receivable Disclosure [Line Items]
Estimated inventory recoveries during the period	$ (10)		$ 55	$ (10)	$ 55

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Vacation Ownership Contract Receivables (Allowance For Loan Losses On Vacation Ownership Contract Receivables) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Allowance for Loan Losses [Roll Forward]
Financing Receivable, Allowance for Credit Loss, Beginning Balance			$ 693	$ 747
Provision for loan losses	$ 33	$ 30	71	345
Contract receivables write-offs, net			(191)	(246)
Financing Receivable, Allowance for Credit Loss, Ending Balance	$ 573	$ 846	$ 573	$ 846

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Vacation Ownership Contract Receivables (Summary Of The Aged Analysis Of Financing Receivables Using The Most Recently Updated FICO Scores) (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross	[1]	$ 2,892	$ 3,175
Vacation ownership contract receivable, under temporary deferment		12	37
FICO Score, Greater than 700 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross	[1]	1,655	1,751
FICO Score, 600 to 699 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross	[1]	800	894
Less than 600
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross	[1]	153	199
No Score
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross	[1]	84	106
Asia Pacific
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross	[1]	200	225
Current
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		2,794	3,018
Current | FICO Score, Greater than 700 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		1,624	1,706
Current | FICO Score, 600 to 699 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		764	835
Current | Less than 600
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		129	160
Current | No Score
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		80	96
Current | Asia Pacific
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		197	221
31 - 60 days
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		44	64
31 - 60 days | FICO Score, Greater than 700 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		15	20
31 - 60 days | FICO Score, 600 to 699 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		16	25
31 - 60 days | Less than 600
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		10	13
31 - 60 days | No Score
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		2	4
31 - 60 days | Asia Pacific
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		1	2
61 - 90 days
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		27	47
61 - 90 days | FICO Score, Greater than 700 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		8	13
61 - 90 days | FICO Score, 600 to 699 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		10	18
61 - 90 days | Less than 600
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		7	12
61 - 90 days | No Score
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		1	3
61 - 90 days | Asia Pacific
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		1	1
91 - 120 days
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		27	46
91 - 120 days | FICO Score, Greater than 700 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		8	12
91 - 120 days | FICO Score, 600 to 699 [Member]
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		10	16
91 - 120 days | Less than 600
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		7	14
91 - 120 days | No Score
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		1	3
91 - 120 days | Asia Pacific
Financing Receivables, Recorded Investment [Line Items]
Vacation ownership contract receivables, gross		$ 1	$ 1

[1] Includes contracts under temporary deferment (up to 180 days). As of June 30, 2021 and December 31, 2020, contracts under deferment total $12 million and $37 million.

XML

Vacation Ownership Contract Receivables Vacation Ownership Contract Receivables (Year of Origination) (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020
Financing Receivable, Origination [Line Items]
Financing Receivable, Year One, Originated, Current Fiscal Year		$ 384	$ 680
Financing Receivable, Year Two, Originated, Fiscal Year before Current Fiscal Year		520	909
Financing Receivable, Year Three, Originated, Two Years before Current Fiscal Year		704	629
Financing Receivable, Year Four, Originated, Three Years before Current Fiscal Year		512	404
Financing Receivable, Year Five, Originated, Four Years before Current Fiscal Year		332	233
Financing Receivable, Originated, More than Five Years before Current Fiscal Year		440	320
Vacation ownership contract receivables, gross	[1]	2,892	3,175
FICO Score, Greater than 700 [Member]
Financing Receivable, Origination [Line Items]
Financing Receivable, Year One, Originated, Current Fiscal Year		262	424
Financing Receivable, Year Two, Originated, Fiscal Year before Current Fiscal Year		295	476
Financing Receivable, Year Three, Originated, Two Years before Current Fiscal Year		386	339
Financing Receivable, Year Four, Originated, Three Years before Current Fiscal Year		285	220
Financing Receivable, Year Five, Originated, Four Years before Current Fiscal Year		188	128
Financing Receivable, Originated, More than Five Years before Current Fiscal Year		239	164
Vacation ownership contract receivables, gross	[1]	1,655	1,751
FICO Score, 600 to 699 [Member]
Financing Receivable, Origination [Line Items]
Financing Receivable, Year One, Originated, Current Fiscal Year		86	173
Financing Receivable, Year Two, Originated, Fiscal Year before Current Fiscal Year		147	269
Financing Receivable, Year Three, Originated, Two Years before Current Fiscal Year		204	183
Financing Receivable, Year Four, Originated, Three Years before Current Fiscal Year		147	115
Financing Receivable, Year Five, Originated, Four Years before Current Fiscal Year		92	63
Financing Receivable, Originated, More than Five Years before Current Fiscal Year		124	91
Vacation ownership contract receivables, gross	[1]	800	894
Less than 600
Financing Receivable, Origination [Line Items]
Financing Receivable, Year One, Originated, Current Fiscal Year		1	11
Financing Receivable, Year Two, Originated, Fiscal Year before Current Fiscal Year		22	67
Financing Receivable, Year Three, Originated, Two Years before Current Fiscal Year		49	50
Financing Receivable, Year Four, Originated, Three Years before Current Fiscal Year		34	31
Financing Receivable, Year Five, Originated, Four Years before Current Fiscal Year		21	16
Financing Receivable, Originated, More than Five Years before Current Fiscal Year		26	24
Vacation ownership contract receivables, gross	[1]	153	199
No Score
Financing Receivable, Origination [Line Items]
Financing Receivable, Year One, Originated, Current Fiscal Year		6	17
Financing Receivable, Year Two, Originated, Fiscal Year before Current Fiscal Year		7	27
Financing Receivable, Year Three, Originated, Two Years before Current Fiscal Year		22	21
Financing Receivable, Year Four, Originated, Three Years before Current Fiscal Year		16	16
Financing Receivable, Year Five, Originated, Four Years before Current Fiscal Year		13	10
Financing Receivable, Originated, More than Five Years before Current Fiscal Year		20	15
Vacation ownership contract receivables, gross	[1]	84	106
Asia Pacific
Financing Receivable, Origination [Line Items]
Financing Receivable, Year One, Originated, Current Fiscal Year		29	55
Financing Receivable, Year Two, Originated, Fiscal Year before Current Fiscal Year		49	70
Financing Receivable, Year Three, Originated, Two Years before Current Fiscal Year		43	36
Financing Receivable, Year Four, Originated, Three Years before Current Fiscal Year		30	22
Financing Receivable, Year Five, Originated, Four Years before Current Fiscal Year		18	16
Financing Receivable, Originated, More than Five Years before Current Fiscal Year		31	26
Vacation ownership contract receivables, gross	[1]	$ 200	$ 225

[1] Includes contracts under temporary deferment (up to 180 days). As of June 30, 2021 and December 31, 2020, contracts under deferment total $12 million and $37 million.

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Inventory (Summary of Inventory) (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Completed VOI inventory	$ 1,085	$ 1,049
Estimated VOI recoveries, net	206	246
VOI construction in process	31	30
Inventory sold subject to repurchase	13	13
Vacation exchange credits and other	3	8
Land held for VOI development	1	1
Total inventory	$ 1,339	$ 1,347

XML

Inventory (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2014
Inventory [Line Items]
Inventory transferred to Property and Equipment			$ 11	$ 13
COVID-19 [Member]
Inventory [Line Items]
Inventory Write-down	$ 0	$ 0	0	38
Las Vegas, Nevada Inventory Sales [Member] | Maximum [Member]
Inventory [Line Items]
Long-term Purchase Commitment, Amount			$ 65
Vacation Ownership Inventory Sales
Inventory [Line Items]
Gain (Loss) on Sale of Properties						$ 0
Operating Expense [Member] | COVID-19 [Member]
Inventory [Line Items]
Inventory Write-down				$ 38	$ 48

XML

Inventory (Activity Related to Inventory Obligations) (Details) - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020
Inventory [Line Items]
Total Inventory obligations, Beginning Balance		$ 83	$ 49
Purchases		67	85
Payments		(109)	(84)
Total Inventory obligations, Ending Balance		41	50
Las Vegas, Nevada Inventory Sales [Member]
Inventory [Line Items]
Inventory Sold Under Agreement to Repurchase, Repurchase Liability, Beginning Balance	[1]	13	43
Purchases	[1]	2	15
Payments	[1]	(2)	(19)
Inventory Sold Under Agreement to Repurchase, Repurchase Liability, Ending Balance	[1]	13	39
Moab
Inventory [Line Items]
Inventory Sold Under Agreement to Repurchase, Repurchase Liability, Beginning Balance	[1]	31	0
Purchases	[1]	25	0
Payments	[1]	(56)	0
Inventory Sold Under Agreement to Repurchase, Repurchase Liability, Ending Balance	[1]	0	0
Orlando
Inventory [Line Items]
Inventory Sold Under Agreement to Repurchase, Repurchase Liability, Beginning Balance	[1]	22	0
Purchases	[1]	1	0
Payments	[1]	(5)	0
Inventory Sold Under Agreement to Repurchase, Repurchase Liability, Ending Balance	[1]	18	0
Other Inventory Sales
Inventory [Line Items]
Other inventory obligations, Beginning Balance	[2]	17	6
Purchases	[2]	39	70
Payments	[2]	(46)	(65)
Other inventory obligations, Ending Balance	[2]	$ 10	$ 11

[1] Included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

[2] Included in Accounts payable on the Condensed Consolidated Balance Sheets.

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Property and equipment (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,576	$ 1,548
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization	931	882
Property and equipment, net	645	666
Land
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	31	30
Building and leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	596	591
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	208	207
Capitalized software
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	707	694
Finance leases
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	15	14
Construction in progress
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 19	$ 12

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Debt (Schedule of Long-term Debt Instruments) (Details) $ in Millions, $ in Millions, $ in Millions		6 Months Ended		12 Months Ended
		Jun. 30, 2021 USD ($)		Dec. 31, 2020 USD ($)	Jun. 30, 2021 AUD ($)	Jun. 30, 2021 NZD ($)	Apr. 27, 2021 AUD ($)	Apr. 27, 2021 NZD ($)	Mar. 31, 2021 AUD ($)
Debt Instrument [Line Items]
Long-term Debt		$ 5,403
USD bank conduit facility (due August 2021) [Member] | Revolving Credit Facility
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 800
$300 million secured term loan B (due May 2025) | Term Loan B [Member]
Debt Instrument [Line Items]
Weighted average coupon rate		2.39%		2.93%
5.625% Secured Notes Due March 2021 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		5.625%			5.625%	5.625%
4.25% Secured Notes Due March 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		4.25%			4.25%	4.25%
3.90% Secured Notes (Due March 2023) [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		3.90%			3.90%	3.90%
5.40% Secured Notes (Due April 2024) [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		5.40%			5.40%	5.40%
6.60% secured notes due October 2025 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		6.60%			6.60%	6.60%
6.625% Senior Secured Notes Due July 2026 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		6.625%			6.625%	6.625%
6.00% secured notes due April 2027 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		6.00%			6.00%	6.00%
4.625% Secured notes due March 2030 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		4.625%			4.625%	4.625%
Term Notes [Member]
Debt Instrument [Line Items]
Debt financing cost		$ 19		$ 21
Term Notes [Member] | Term Notes [Member]
Debt Instrument [Line Items]
Non-recourse vacation ownership debt (VIE)	[1],[2]	1,719		1,893
Non-recourse bank conduit facility [Member]
Debt Instrument [Line Items]
Non-recourse vacation ownership debt (VIE)	[3]	299
Line of Credit Facility, Maximum Borrowing Capacity	[3]	1,025
Non-recourse bank conduit facility [Member] | USD bank conduit facility (due August 2021) [Member]
Debt Instrument [Line Items]
Non-recourse vacation ownership debt (VIE)	[1]	154		168
Debt instrument, face amount		800
Non-recourse bank conduit facility [Member] | AUD/NZD bank conduit Facility (due September 2021) [Member]
Debt Instrument [Line Items]
Non-recourse vacation ownership debt (VIE)	[1],[4]	145		173
Line of Credit Facility, Maximum Borrowing Capacity					$ 250	$ 48	$ 250	$ 48	$ 255
Non-Recourse Vacation Ownership Debt [Member]
Debt Instrument [Line Items]
Non-recourse vacation ownership debt (VIE)	[1]	2,018		2,234
Long-term Debt		2,018
Long-term vacation ownership contract receivables		2,260		2,570
Revolving Credit Facility | Secured Revolving Credit Facility due May 2023
Debt Instrument [Line Items]
Debt instrument, face amount		1,000
Revolving Credit Facility | Secured Revolving Credit Facility due May 2023 | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility	[6],[7]	0	[5]	$ 547
Line of Credit Facility, Maximum Borrowing Capacity	[5]	$ 1,000
Weighted average coupon rate		3.19%		3.02%
Debt instrument, face amount		$ 1,000
Debt
Debt Instrument [Line Items]
Long-term Debt	[6]	3,385		$ 4,184
Debt financing cost		7		7
Unamortized discount		14		16
Debt | $300 million secured term loan B (due May 2025) | Term Loan B [Member]
Debt Instrument [Line Items]
Debt	[6],[8]	290		291
Debt instrument, face amount		300
Debt | 5.625% Secured Notes Due March 2021 [Member]
Debt Instrument [Line Items]
Senior notes	[6]	0		250
Debt instrument, face amount		250
Debt | 4.25% Secured Notes Due March 2022 [Member]
Debt Instrument [Line Items]
Senior notes	[6],[9]	650		650
Unamortized (gains)/losses from the settlement of a derivative		(1)		(1)
Debt instrument, face amount		650
Debt | 3.90% Secured Notes (Due March 2023) [Member]
Debt Instrument [Line Items]
Senior notes	[6],[10]	402		402
Unamortized (gains)/losses from the settlement of a derivative		(2)		(3)
Debt instrument, face amount		400
Debt | 5.40% Secured Notes (Due April 2024) [Member]
Debt Instrument [Line Items]
Senior notes	[6]	299		299
Debt instrument, face amount		300
Debt | 6.60% secured notes due October 2025 [Member]
Debt Instrument [Line Items]
Senior notes	[6],[11]	344		344
Unamortized (gains)/losses from the settlement of a derivative		4		5
Debt instrument, face amount		350
Debt | 6.625% Senior Secured Notes Due July 2026 [Member]
Debt Instrument [Line Items]
Senior notes	[6]	642		641
Debt instrument, face amount		650
Debt | 6.00% secured notes due April 2027 [Member]
Debt Instrument [Line Items]
Senior notes	[6],[12]	407		408
Unamortized (gains)/losses from the settlement of a derivative		(10)		(11)
Debt instrument, face amount		400
Debt | 4.625% Secured notes due March 2030 [Member]
Debt Instrument [Line Items]
Senior notes	[6]	345		345
Debt instrument, face amount		350
Debt | Finance leases [Member]
Debt Instrument [Line Items]
Finance leases	[6]	$ 6		$ 7

[1] Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities (“SPEs”), 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 $2.26 billion and $2.57 billion of underlying gross VOCRs and related assets (which legally are not assets of the Company) as of June 30, 2021 and December 31, 2020.

[2] The carrying amounts of the term notes are net of deferred financing costs of $19 million and $21 million as of June 30, 2021 and December 31, 2020.(c)The Company has a borrowing capacity of $800 million under the USD bank conduit facility through October 2022. Borrowings under this facility are required to be repaid as the collateralized receivables amortize but no later than November 2023.

[3] Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacity of these facilities is subject to the Company’s ability to provide additional assets to collateralize additional non-recourse borrowings.

[4] The Company has a borrowing capacity of 250 million Australian dollars (“AUD”) and 48 million New Zealand dollars (“NZD”) under the AUD/NZD bank conduit facility through April 2023. Borrowings under this facility are required to be repaid no later than April 2025.

[5] Consists of the Company’s $1.0 billion secured revolving credit facility.

[6] The carrying amounts of the secured notes and term loan are net of unamortized discounts of $14 million and $16 million as of June 30, 2021 and December 31, 2020, and net of unamortized debt financing costs of $7 million as of June 30, 2021 and December 31, 2020.

[7] The weighted average effective interest rate on borrowings from this facility were 3.19% and 3.02% as of June 30, 2021 and December 31, 2020. In late March 2020, the Company drew down its $1.0 billion secured revolving credit facility as a precautionary measure due to COVID-19. As of June 30, 2021, these borrowings have been repaid.

[8] The weighted average effective interest rate on borrowings from this facility was 2.39% and 2.93% as of June 30, 2021 and December 31, 2020.

[9] Includes less than $1 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

[10] Includes $2 million and $3 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

[11] Includes $4 million and $5 million of unamortized losses from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

[12] Includes $10 million and $11 million of unamortized gains from the settlement of a derivative as of June 30, 2021 and December 31, 2020.

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Debt Debt (Narrative) (Details) $ in Millions, $ in Millions, $ in Millions		Jun. 30, 2021 USD ($)	Jun. 30, 2021 AUD ($)	Jun. 30, 2021 NZD ($)	Apr. 27, 2021 AUD ($)	Apr. 27, 2021 NZD ($)	Mar. 31, 2021 AUD ($)	Mar. 08, 2021 USD ($)
Non-recourse bank conduit facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	[1]	$ 1,025
Sierra Timeshare 2021-1
Debt Instrument [Line Items]
Debt instrument, face amount								$ 500
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate								1.57%
Debt Instrument, Advance Rate								98.00%
AUD/NZD bank conduit Facility (due September 2021) [Member] | Non-recourse bank conduit facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate					1.65%	1.65%
Line of Credit Facility, Maximum Borrowing Capacity			$ 250	$ 48	$ 250	$ 48	$ 255

[1] Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacity of these facilities is subject to the Company’s ability to provide additional assets to collateralize additional non-recourse borrowings.

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Debt (Summary Of Outstanding Debt Maturities) (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Within 1 year		$ 929
Between 1 and 2 years		779
Between 2 and 3 years		510
Between 3 and 4 years		488
Between 4 and 5 years		571
Thereafter		2,126
Total long-term debt		5,403
Non-Recourse Vacation Ownership Debt [Member]
Debt Instrument [Line Items]
Within 1 year		274
Between 1 and 2 years		372
Between 2 and 3 years		207
Between 3 and 4 years		207
Between 4 and 5 years		227
Thereafter		731
Total long-term debt		2,018
Debt
Debt Instrument [Line Items]
Within 1 year		655
Between 1 and 2 years		407
Between 2 and 3 years		303
Between 3 and 4 years		281
Between 4 and 5 years		344
Thereafter		1,395
Total long-term debt	[1]	$ 3,385	$ 4,184

[1] The carrying amounts of the secured notes and term loan are net of unamortized discounts of $14 million and $16 million as of June 30, 2021 and December 31, 2020, and net of unamortized debt financing costs of $7 million as of June 30, 2021 and December 31, 2020.

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Debt (Summary Of Available Capacity Under Borrowing Arrangements) (Details) - USD ($) $ in Millions		Jun. 30, 2021		Dec. 31, 2020
Non-recourse bank conduit facility [Member]
Debt Instrument [Line Items]
Total capacity	[1]	$ 1,025
Less: Outstanding borrowings	[1]	299
Letters of Credit Outstanding, Amount	[1]	0
Available capacity	[1]	726
Revolving Credit Facility | Secured Revolving Credit Facility due May 2023
Debt Instrument [Line Items]
Debt instrument, face amount		1,000
Revolving Credit Facility | Revolving Credit Facility | Secured Revolving Credit Facility due May 2023
Debt Instrument [Line Items]
Total capacity	[2]	1,000
Less: Outstanding borrowings	[3],[4]	0	[2]	$ 547
Letters of Credit Outstanding, Amount	[2]	66
Available capacity	[2]	934
Debt instrument, face amount		$ 1,000

[1] Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacity of these facilities is subject to the Company’s ability to provide additional assets to collateralize additional non-recourse borrowings.

[2] Consists of the Company’s $1.0 billion secured revolving credit facility.

[3] The carrying amounts of the secured notes and term loan are net of unamortized discounts of $14 million and $16 million as of June 30, 2021 and December 31, 2020, and net of unamortized debt financing costs of $7 million as of June 30, 2021 and December 31, 2020.

[4] The weighted average effective interest rate on borrowings from this facility were 3.19% and 3.02% as of June 30, 2021 and December 31, 2020. In late March 2020, the Company drew down its $1.0 billion secured revolving credit facility as a precautionary measure due to COVID-19. As of June 30, 2021, these borrowings have been repaid.

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Debt (Debt Covenants) (Details) $ / shares in Units, $ in Millions		6 Months Ended
	Mar. 02, 2021	Jun. 30, 2021 USD ($) $ / shares	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Maximum leverage ratio		4.25
Minimum interest coverage ratio		2.5
Interest Coverage Ratio		3.1
First Lien Leverage Ratio		4.7		5.4
Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio, Tier		5.75
Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio, Tier		4.25
Secured Revolving Credit Facility due May 2023
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	0.25%
Secured Revolving Credit Facility due May 2023 | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)		0.25%
Relief Period [Member]
Debt Instrument [Line Items]
Maximum leverage ratio		7.5
Minimum interest coverage ratio		2.0
Debt instrument, Covenant, Liquidity base | $		$ 250
Debt instrument, Covenant, Liquidity dividend spread		50.00%
Relief Period [Member] | Maximum [Member]
Debt Instrument [Line Items]
Dividends Payable, Amount Per Share | $ / shares		$ 0.50
Relief Period [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt Instrument, Covenant, Leverage Ratio, Maximum Decrease			0.75

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Debt (Interest Expense Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Debt Instrument [Line Items]
Interest expense	$ 47	$ 46	$ 100	$ 87
Capitalized Interest Costs, Including Allowance for Funds Used During Construction	1	1	1	1
Consumer financing interest	20	25	44	50
consumer finance interest [Member]
Debt Instrument [Line Items]
Consumer financing interest	$ 20	$ 25	44	50
Debt
Debt Instrument [Line Items]
Cash paid for interest			105	81
Non-Recourse Vacation Ownership Debt [Member]
Debt Instrument [Line Items]
Cash paid for interest			$ 31	$ 37

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Variable Interest Entities (Assets And Liabilities Of Vacation Ownership SPEs) (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020
Schedule Of Transfer And Financial Assets [Line Items]
Less: Restricted cash		$ 118	$ 121	$ 134
Other assets		387	387
Total assets		6,639	7,613
Total SPE liabilities		(7,557)	(8,581)
Variable Interest Entity, Primary Beneficiary [Member]
Schedule Of Transfer And Financial Assets [Line Items]
Less: Restricted cash		83	92
Vacation Ownership SPEs
Schedule Of Transfer And Financial Assets [Line Items]
Deferred financing cost related to securitized debt		19	21
Vacation Ownership SPEs | Variable Interest Entity, Primary Beneficiary [Member]
Schedule Of Transfer And Financial Assets [Line Items]
Securitized contract receivables, gross	[1]	2,158	2,458
Less: Restricted cash	[2]	83	92
Interest receivables on securitized contract receivables	[3]	17	23
Other assets	[4]	5	5
Total assets		2,263	2,578
Other liabilities	[5]	(9)	(2)
Total SPE liabilities		(2,027)	(2,236)
SPE assets in excess of SPE liabilities		236	342
Term Notes [Member] | Vacation Ownership SPEs | Variable Interest Entity, Primary Beneficiary [Member]
Schedule Of Transfer And Financial Assets [Line Items]
Non-recourse term notes	[6],[7]	(1,719)	(1,893)
Non-recourse bank conduit facility [Member]
Schedule Of Transfer And Financial Assets [Line Items]
Non-recourse term notes	[8]	(299)
Non-recourse bank conduit facility [Member] | Vacation Ownership SPEs | Variable Interest Entity, Primary Beneficiary [Member]
Schedule Of Transfer And Financial Assets [Line Items]
Non-recourse term notes	[6]	$ (299)	$ (341)

[1] The Company does not allocate allowance for loan losses to SPEs. This amount is included in Vacation ownership contract receivables, net on the Condensed Consolidated Balance Sheets.

[2] Included in Restricted cash on the Condensed Consolidated Balance Sheets.

[3] Included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

[4] Primarily includes deferred financing costs for the bank conduit facility and a security investment asset, which is included in Other assets on the Condensed Consolidated Balance Sheets.

[5] Primarily includes accrued interest on non-recourse debt, which is included in Accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.

[6] Included in Non-recourse vacation ownership debt on the Condensed Consolidated Balance Sheets.

[7] Includes deferred financing costs of $19 million and $21 million as of June 30, 2021 and December 31, 2020, related to non-recourse debt.

[8] Consists of the Company’s USD bank conduit facility and AUD/NZD bank conduit facility. The capacity of these facilities is subject to the Company’s ability to provide additional assets to collateralize additional non-recourse borrowings.

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Variable Interest Entities (Narrative) (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020
Schedule Of Transfer And Financial Assets [Line Items]
Vacation ownership contract receivables, gross	[1]	$ 2,892	$ 3,175
Non Securitized Receivable [Member]
Schedule Of Transfer And Financial Assets [Line Items]
Vacation ownership contract receivables, gross	[2]	$ 734	$ 717

[1] Includes contracts under temporary deferment (up to 180 days). As of June 30, 2021 and December 31, 2020, contracts under deferment total $12 million and $37 million.

[2] Excludes $6 million and $9 million of accrued interest on non-securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

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Variable Interest Entities (Summary Of Total Vacation Ownership Receivables And Other Securitized Assets, Net Of Securitized Liabilities And Allowance For Loan Losses) (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020
Schedule Of Transfer And Financial Assets [Line Items]
Non-securitized contract receivables	[1]	$ 2,892	$ 3,175
Non Securitized Receivable [Member]
Schedule Of Transfer And Financial Assets [Line Items]
Non-securitized contract receivables	[2]	734	717
Variable Interest Entity, Primary Beneficiary [Member] | Non Securitized Receivable [Member]
Schedule Of Transfer And Financial Assets [Line Items]
SPE assets in excess of SPE liabilities		236	342
Non-securitized contract receivables		734	717
Less: Allowance for loan losses		573	693
Total, net		$ 397	$ 366

[1] Includes contracts under temporary deferment (up to 180 days). As of June 30, 2021 and December 31, 2020, contracts under deferment total $12 million and $37 million.

[2] Excludes $6 million and $9 million of accrued interest on non-securitized VOCRs as of June 30, 2021 and December 31, 2020, which are included in Trade receivables, net on the Condensed Consolidated Balance Sheets.

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Fair Value (Narrative) (Details) - Recurring Basis - Estimated Fair Value - Fair Value, Inputs, Level 2 [Member] - Foreign Exchange Contracts $ in Millions	Jun. 30, 2021 USD ($)
Other Assets
Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items]
Derivative Asset	$ 1
Other Liabilities [Member]
Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis [Line Items]
Derivative Liability	$ 1

XML

Fair Value (Carrying Amounts And Estimated Fair Values Of Financial Instruments) (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 3 [Member] | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vacation ownership contract receivables, net (Level 3)	$ 2,319	$ 2,482
Fair Value, Inputs, Level 3 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Vacation ownership contract receivables, net (Level 3)	2,811	3,035
Fair Value, Inputs, Level 2 [Member] | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt (Level 2)	5,403	6,418
Fair Value, Inputs, Level 2 [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt (Level 2)	$ 5,691	$ 6,705

XML

Derivative Instruments And Hedging Activities Derivative Instruments and Hedging Activities (Details) - numberOfInterestRateDerivatives	Jun. 30, 2021	Jun. 30, 2020
Interest Rate Contract [Member]
Derivative [Line Items]
Number of Interest Rate Derivatives Held	0	0

XML

Income Taxes (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Effective income tax rate	29.50%	(7.20%)	26.60%	10.00%
Income tax payments, net of refunds			$ 65	$ 5
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount			1	2
Personnel-related | COVID-19 Plan
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Employee Retention Credits				$ 21
Maximum [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Compensation deduction limitation	$ 1		1
COVID-19 [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Employee Retention Credits			$ 1

XML

Leases Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Restructuring	$ 0	$ 23	$ (1)	$ 25
Restructuring Plan 2020 [Member]
Restructuring					$ 37
Facility Closing [Member]
Restructuring			$ 0
COVID-19 [Member] | Restructuring Plan 2020 [Member]
Restructuring					$ 36
COVID-19 [Member] | Travel and Membership | Facility Closing [Member] | Restructuring Plan 2020 [Member]
Restructuring		22
COVID-19 [Member] | Asset Impairments [Member] | Travel and Membership
Operating Lease, Impairment Loss		$ 24
Minimum [Member]
Lessee, Operating Lease, Remaining Lease Term	1 year		1 year
Maximum [Member]
Lessee, Operating Lease, Remaining Lease Term	20 years		20 years
Lessee, Operating Lease, Renewal Term	10 years		10 years
Lessee, Operating Lease, Termination Period			1 year

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Leases Costs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Leases [Abstract]
Operating Lease, Cost	$ 6	$ 9	$ 11	$ 17
Short-term Lease, Cost	3	2	6	7
Finance Lease, Right-of-Use Asset, Amortization	1	1	2	1
Finance Lease, Interest Expense	0	0	0	0
Finance lease cost	$ 1	$ 1	$ 2	$ 1

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Leases, Assets and Liabilities (Details) - USD ($) $ in Millions		Jun. 30, 2021	Dec. 31, 2020
Operating Lease, Weighted Average Remaining Lease Term		6 years 8 months 12 days	7 years 1 month 6 days
Finance Lease, Weighted Average Remaining Lease Term		2 years 6 months	2 years 7 months 6 days
Operating Lease, Weighted Average Discount Rate, Percent	[1]	5.80%	5.90%
Finance Lease, Weighted Average Discount Rate, Percent		5.00%	5.60%
Other Assets
Operating Lease, Right-of-Use Asset		$ 86	$ 92
Other Liabilities [Member]
Operating Lease, Liability		147	157
Property and equipment, net [Member]
Finance Lease, Right-of-Use Asset, after Accumulated Amortization	[2]	7	8
Debt [Member]
Finance leases		$ 6	$ 7

[1] Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

[2] Presented net of accumulated depreciation.

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Leases Leases, Cash Flow Presentation (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash Flow of Leases [Abstract]
Operating Lease, Payments	$ 19	$ 19
Finance Lease, Interest Payment on Liability	0	0
Finance Lease, Principal Payments	2	1
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	5	8
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability	$ 1	$ 5

XML

Leases Maturity (Details) $ in Millions	Jun. 30, 2021 USD ($)
Leases [Abstract]
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	$ 17
Finance Lease, Liability, to be Paid, Remainder of Fiscal Year	1
Lessee, Operating Lease, Liability, to be Paid, Year One	31
Finance Lease, Liability, to be Paid, Year One	3
Lessee, Operating Lease, Liability, to be Paid, Year Two	30
Finance Lease, Liability, to be Paid, Year Two	2
Lessee, Operating Lease, Liability, to be Paid, Year Three	28
Finance Lease, Liability, to be Paid, Year Three	1
Lessee, Operating Lease, Liability, to be Paid, Year Four	24
Finance Lease, Liability, to be Paid, Year Four	0
Lessee, Operating Lease, Liability, to be Paid, after Year Five	49
Finance Lease, Liability, to be Paid, after Year Five	0
Lessee, Operating Lease, Liability, to be Paid	179
Finance Lease, Liability, Payment, Due	7
Operating lease, Future Minimum Payments, Interest Included in Payments	(32)
Capital Leases, Future Minimum Payments, Interest Included in Payments	(1)
Operating Leases, Future Minimum Payments Due	147
Capital Leases, Future Minimum Payments Due	$ 6

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Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Commitments And Contingencies [Line Items]
Estimated Litigation Liability	$ 16	$ 13
Maximum [Member] | Pending Litigation
Commitments And Contingencies [Line Items]
Loss Contingency, Range of Possible Loss, Portion Not Accrued	36
Maximum [Member] | Unasserted Claim [Member]
Commitments And Contingencies [Line Items]
Loss Contingency, Range of Possible Loss, Portion Not Accrued	$ 1

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Accumulated Other Comprehensive (Loss)/Income (Components Of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Accumulated Other Comprehensive Income, Net Of Tax
Beginning Balance, value	$ (968)	$ (524)
Ending Balance, value	(918)	(1,050)
Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income, Before Tax
AOCI, Pretax, Beginning Balance	(113)	(148)
Other Comprehensive Income (Loss), before Tax	(11)	(25)
AOCI, Pretax, Ending Balance	(124)	(173)
Accumulated Other Comprehensive Income, Tax
AOCI, Tax, Beginning Balance	97	95
Other Comprehensive Income (Loss), Tax	0	0
AOCI, Tax, Ending Balance	97	95
Accumulated Other Comprehensive Income, Net Of Tax
Beginning Balance, value	(16)	(53)
Other comprehensive loss	(11)	(25)
Ending Balance, value	(27)	(78)
Unrealized (losses)/Gains on Cash Flow Hedges
Accumulated Other Comprehensive Income, Before Tax
AOCI, Pretax, Beginning Balance	(1)	(1)
Other Comprehensive Income (Loss), before Tax	0	0
AOCI, Pretax, Ending Balance	(1)	(1)
Accumulated Other Comprehensive Income, Tax
AOCI, Tax, Beginning Balance	1	1
Other Comprehensive Income (Loss), Tax	0	0
AOCI, Tax, Ending Balance	1	1
Accumulated Other Comprehensive Income, Net Of Tax
Beginning Balance, value	0	0
Other comprehensive loss	0	0
Ending Balance, value	0	0
Defined Benefit Pension Plans
Accumulated Other Comprehensive Income, Before Tax
AOCI, Pretax, Beginning Balance	0	1
Other Comprehensive Income (Loss), before Tax	0	0
AOCI, Pretax, Ending Balance	0	1
Accumulated Other Comprehensive Income, Tax
AOCI, Tax, Beginning Balance	0	0
Other Comprehensive Income (Loss), Tax	0	0
AOCI, Tax, Ending Balance	0	0
Accumulated Other Comprehensive Income, Net Of Tax
Beginning Balance, value	0	1
Other comprehensive loss	0	0
Ending Balance, value	0	1
Accumulated Other Comprehensive (Loss)/Income
Accumulated Other Comprehensive Income, Before Tax
AOCI, Pretax, Beginning Balance	(114)	(148)
Other Comprehensive Income (Loss), before Tax	(11)	(25)
AOCI, Pretax, Ending Balance	(125)	(173)
Accumulated Other Comprehensive Income, Tax
AOCI, Tax, Beginning Balance	98	96
Other Comprehensive Income (Loss), Tax	0	0
AOCI, Tax, Ending Balance	98	96
Accumulated Other Comprehensive Income, Net Of Tax
Beginning Balance, value	(16)	(52)
Other comprehensive loss	(11)	(25)
Ending Balance, value	$ (27)	$ (77)

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Stock-Based Compensation (Narrative) (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum shares of common stock to be awarded	15.7		15.7
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	11.3		11.3
Stock-based compensation	$ 9	$ 7	$ 16	$ 8
Payment of taxes for net share settlement			$ 9	$ 2
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date			10.00%
Stock Issued During Period, Shares, Employee Stock Purchase Plans			0.1	0.1
Employee Stock Ownership Plan (ESOP), Compensation Expense			$ 1	$ 1
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture			$ 33	35
Vesting terms, in years			4 years
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture			$ 7	8
Vesting terms, in years			3 years
NQs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture			$ 2	$ 8
Vesting terms, in years			4 years

XML

Stock-Based Compensation Stock-Based Compensation (Details) $ / shares in Units, shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $	$ 64
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 9 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Price, Beginning Balance (in dollars per share) | $ / shares	$ 38.22
Weighted Average Grant Price, Granted (in dollars per share) | $ / shares	59.03
Weighted Average Grant Price, Vested/exercised (in dollars per share) | $ / shares	44.73
Weighted Average Grant Price, Forfeitures (in dollars) | $ / shares	0	[1]
Weighted Average Grant Price, Ending Balance (in dollars per share) | $ / shares	$ 47.71
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Number of Units, Beginning Balance (shares) | shares	1.6
Number of Units, Granted (shares) | shares	0.5
Number of Units, Vested/exercised (shares) | shares	(0.4)
Number of Units, Forfeitures (shares) | shares	0.0	[1]
Number of Units, Ending Balance (shares) | shares	1.7	[2]
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $	$ 0
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Price, Beginning Balance (in dollars per share) | $ / shares	$ 42.57
Weighted Average Grant Price, Granted (in dollars per share) | $ / shares	59.00
Weighted Average Grant Price, Vested/exercised (in dollars per share) | $ / shares	0
Weighted Average Grant Price, Forfeitures (in dollars) | $ / shares	0	[1]
Weighted Average Grant Price, Ending Balance (in dollars per share) | $ / shares	$ 48.18
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Number of Units, Beginning Balance (shares) | shares	0.3
Number of Units, Granted (shares) | shares	0.1
Number of Units, Vested/exercised (shares) | shares	0.0
Number of Units, Forfeitures (shares) | shares	0.0	[1]
Number of Units, Ending Balance (shares) | shares	0.4	[3]
PSUs | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $	$ 8
Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Price, Beginning Balance (in dollars per share) | $ / shares	$ 34.51
Weighted Average Grant Price, Granted (in dollars per share) | $ / shares	0
Weighted Average Grant Price, Vested/exercised (in dollars per share) | $ / shares	34.51
Weighted Average Grant Price, Forfeitures (in dollars) | $ / shares	0	[1]
Weighted Average Grant Price, Ending Balance (in dollars per share) | $ / shares	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Number of Units, Beginning Balance (shares) | shares	0.2
Number of Units, Granted (shares) | shares	0.0
Number of Units, Vested/exercised (shares) | shares	(0.2)
Number of Units, Forfeitures (shares) | shares	0.0	[1]
Number of Units, Ending Balance (shares) | shares	0.0	[4]
NQs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $	$ 10
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 7 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 44.15	[5]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	59.00	[5]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercised, Weighted Average Grant Date Fair Value | $ / shares	44.50	[5]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Intrinsic Value | $ / shares	0	[1],[5]
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance | $ / shares	$ 45.32	[5]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | shares	2.3	[5]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares	0.1	[5]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercised, Weighted Average Grant Date Fair Value | shares	(0.1)	[5]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | shares	0.0	[1],[5]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Ending Balance | shares	2.3	[5],[6]
NQs | Exercisable options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares	0.9
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	7 years 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercised, Weighted Average Grant Date Fair Value | $ / shares	$ 8.39

[1] The Company recognizes forfeitures as they occur.

[2] Aggregate unrecognized compensation expense related to RSUs was $64 million as of June 30, 2021, which is expected to be recognized over a weighted average period of 2.8 years.

[3] There was no unrecognized compensation expense related to PSUs as these awards were not probable of vesting as of June 30, 2021. The maximum amount of compensation expense associated with these awards would be $8 million which would be recognized over a weighted average period of 2.5 years.

[4] As of June 30, 2021, all SSARs had been exercised and thus there was no unrecognized compensation expense.

[5] Upon exercise of NQs, the Company issues new shares to participants.

[6] There were 0.9 million NQs which were exercisable as of June 30, 2021. These exercisable NQs will expire over a weighted average period of 7.4 years and carry a weighted average grant date fair value of $8.39. Unrecognized compensation expense for NQs was $10 million as of June 30, 2021, which is expected to be recognized over a weighted average period of 2.6 years.

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Stock-Based Compensation (Incentive Equity Awards Granted By The Company) (Details) - NQs - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value	$ 18.87
Grant date strike price	$ 59.00	$ 41.04
Expected volatility	44.80%
Expected life	6 years 3 months
Risk-free interest rate	1.09%
Projected dividend yield	3.12%	4.87%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value		$ 7.27
Expected volatility		32.60%
Expected life		6 years 3 months
Risk-free interest rate		0.95%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value		$ 7.28
Expected volatility		32.88%
Expected life		7 years 6 months
Risk-free interest rate		1.03%

XML

Segment Information (Summary Of Segment Information) (Details) $ in Millions		3 Months Ended		6 Months Ended		12 Months Ended
		Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) segment brand	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of Reportable Segments | segment				2
Assets, Net of Investment in Unconsolidated Subsidiaries	[1]	$ 6,639		$ 6,639		$ 7,613
Net revenues
Net revenues	[2]	797	$ 343	1,425	$ 901
Reconciliation of Net income to Adjusted EBITDA
Net income/(loss) attributable to Travel + Leisure shareholders		72	(164)	100	(298)
Loss on disposal of discontinued business, net of income taxes		2	0	2	0
Provision/(benefit) for income taxes		31	11	37	(33)
Depreciation and amortization		31	31	63	62
Interest expense		47	46	100	87
Interest (income)		(1)	(2)	(1)	(4)
Stock-based compensation		9	6	16	7
Legacy items		1	1	4	2
Asset impairments		0	33	0	44
Restructuring		0	23	(1)	25
Adjusted EBITDA		193	16	322	(28)
COVID-19 [Member]
Reconciliation of Net income to Adjusted EBITDA
COVID-19 related costs Adj EBITDA	[3]	1	26	2	38
Asset impairments	[4]	0	38	0	48
Inventory Write-down		0	0	0	38
COVID-19 [Member] | Operating Expense [Member]
Reconciliation of Net income to Adjusted EBITDA
Asset impairments			5
Inventory Write-down					38	48
Operating Segments
Segment Reporting Information [Line Items]
Assets, Net of Investment in Unconsolidated Subsidiaries	[1]	6,254		6,254		6,372
Net revenues
Net revenues		803	344	1,435	906
Reconciliation of Net income to Adjusted EBITDA
Adjusted EBITDA		208	23	350	(8)
Corporate and other
Segment Reporting Information [Line Items]
Assets, Net of Investment in Unconsolidated Subsidiaries	[1]	385		385		1,241
Net revenues
Net revenues	[2],[5]	(6)	(1)	(10)	(5)
Reconciliation of Net income to Adjusted EBITDA
Adjusted EBITDA	[5]	(15)	(7)	(28)	(20)
Vacation Ownership | COVID-19 [Member] | Operating Expense [Member]
Reconciliation of Net income to Adjusted EBITDA
Inventory Write-down					0
Vacation Ownership | Operating Segments
Segment Reporting Information [Line Items]
Assets, Net of Investment in Unconsolidated Subsidiaries	[1]	4,782		4,782		5,000
Net revenues
Net revenues	[2]	599	238	1,048	641
Reconciliation of Net income to Adjusted EBITDA
Adjusted EBITDA		133	(12)	$ 200	(87)
Travel and Membership
Segment Reporting Information [Line Items]
Number of brands | brand				3
Travel and Membership | COVID-19 [Member] | Operating Expense [Member]
Reconciliation of Net income to Adjusted EBITDA
Inventory Write-down					38
Travel and Membership | Operating Segments
Segment Reporting Information [Line Items]
Assets, Net of Investment in Unconsolidated Subsidiaries	[1]	1,472		$ 1,472		$ 1,372
Net revenues
Net revenues	[2]	204	106	387	265
Reconciliation of Net income to Adjusted EBITDA
Adjusted EBITDA		$ 75	$ 35	$ 150	$ 79

[1] Excludes investment in consolidated subsidiaries.

[2] This table reflects the reclassification of Extra Holidays from the Vacation Ownership segment into the Travel and Membership segment for all periods presented. Extra Holidays revenue is included within Transaction revenues.

[3] Reflects severance and other employee costs associated with layoffs due to the COVID-19 workforce reduction offset in part by employee retention credits received in connection with the U.S. CARES Act, ARPA, and similar international programs for wages paid to certain employees despite having operations suspended. This amount does not include costs associated with idle pay.

[4] Includes $5 million of bad debt expense related to a note receivable for the three and six months ended June 30, 2020, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss).

[5] Includes the elimination of transactions between segments.

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COVID-19 Related Impacts (Details) - USD ($) $ in Millions		3 Months Ended			6 Months Ended		12 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Provision for loan losses					$ 71	$ 345
COVID-19 related costs		$ 1	$ 45		2	67
Asset impairments		0	33		0	44
Restructuring		0	23		(1)	25
Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring							$ 37
COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairments	[1]	0	38		0	48
Inventory Write-down		0	0		0	38
Total COVID-19 Impact		(15)	106		(15)	346
COVID-19 [Member] | Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring							36
COVID-19 [Member] | Vacation Ownership
Restructuring Cost and Reserve [Line Items]
Total COVID-19 Impact		(15)	41		(16)	236
COVID-19 [Member] | Travel and Membership
Restructuring Cost and Reserve [Line Items]
Total COVID-19 Impact		0	57		0	99
COVID-19 [Member] | Corporate and Other
Restructuring Cost and Reserve [Line Items]
Total COVID-19 Impact		0	8		1	11
COVID-19 [Member] | Vacation ownership interest sales
Restructuring Cost and Reserve [Line Items]
Provision for loan losses		(26)		$ 225	(26)	225
COVID-19 [Member] | Vacation ownership interest sales | Vacation Ownership
Restructuring Cost and Reserve [Line Items]
Provision for loan losses		(26)			(26)	225
COVID-19 [Member] | Vacation ownership interest sales | Travel and Membership
Restructuring Cost and Reserve [Line Items]
Provision for loan losses		0			0	0
COVID-19 [Member] | Vacation ownership interest sales | Corporate and Other
Restructuring Cost and Reserve [Line Items]
Provision for loan losses		0			0	0
COVID-19 [Member] | Cost/(recovery) of vacation ownership interest [Member]
Restructuring Cost and Reserve [Line Items]
Estimated inventory recoveries during the period		10		$ (55)	10	(55)
COVID-19 [Member] | Cost/(recovery) of vacation ownership interest [Member] | Vacation Ownership
Restructuring Cost and Reserve [Line Items]
Estimated inventory recoveries during the period		10			10	(55)
COVID-19 [Member] | Cost/(recovery) of vacation ownership interest [Member] | Travel and Membership
Restructuring Cost and Reserve [Line Items]
Estimated inventory recoveries during the period		0			0	0
COVID-19 [Member] | Cost/(recovery) of vacation ownership interest [Member] | Corporate and Other
Restructuring Cost and Reserve [Line Items]
Estimated inventory recoveries during the period		0			0	0
COVID-19 [Member] | COVID-19 related costs
Restructuring Cost and Reserve [Line Items]
COVID-19 related costs		1	45		2	67
COVID-19 [Member] | COVID-19 related costs | Vacation Ownership
Restructuring Cost and Reserve [Line Items]
COVID-19 related costs		1	32		1	51
COVID-19 [Member] | COVID-19 related costs | Travel and Membership
Restructuring Cost and Reserve [Line Items]
COVID-19 related costs		0	5		0	5
COVID-19 [Member] | COVID-19 related costs | Corporate and Other
Restructuring Cost and Reserve [Line Items]
COVID-19 related costs		$ 0	8		1	11
COVID-19 [Member] | Asset Impairment and Operating Expenses [Member] [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairments			38			48
COVID-19 [Member] | Asset Impairment and Operating Expenses [Member] [Member] | Vacation Ownership
Restructuring Cost and Reserve [Line Items]
Asset impairments			8			14
COVID-19 [Member] | Asset Impairment and Operating Expenses [Member] [Member] | Travel and Membership
Restructuring Cost and Reserve [Line Items]
Asset impairments			30			34
COVID-19 [Member] | Asset Impairment and Operating Expenses [Member] [Member] | Corporate and Other
Restructuring Cost and Reserve [Line Items]
Asset impairments			0			0
COVID-19 [Member] | Operating Expense [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairments			5
Inventory Write-down						38	$ 48
COVID-19 [Member] | Operating Expense [Member] | Vacation Ownership
Restructuring Cost and Reserve [Line Items]
Inventory Write-down						0
COVID-19 [Member] | Operating Expense [Member] | Travel and Membership
Restructuring Cost and Reserve [Line Items]
Inventory Write-down						38
COVID-19 [Member] | Operating Expense [Member] | Corporate and Other
Restructuring Cost and Reserve [Line Items]
Inventory Write-down						0
COVID-19 [Member] | Restructuring [Member] | Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring			23		(1)
COVID-19 [Member] | Restructuring [Member] | Vacation Ownership | Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring			1		(1)	1
COVID-19 [Member] | Restructuring [Member] | Travel and Membership | Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring			22		0	22
COVID-19 [Member] | Restructuring [Member] | Corporate and Other | Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring			$ 0		$ 0	$ 0

[1] Includes $5 million of bad debt expense related to a note receivable for the three and six months ended June 30, 2020, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss).

XML

COVID-19 Related Items Narrative (Details) - USD ($) $ in Millions		3 Months Ended			6 Months Ended		12 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring		$ 0	$ 23		$ (1)	$ 25
Provision for loan losses					71	345
Asset impairments		0	33		0	44
COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Total COVID-19 Impact		(15)	106		(15)	346
Inventory Write-down		0	0		0	38
Net Provision impact					(16)	170
Asset impairments	[1]	0	38		0	48
Employee Retention Credits					1
Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring							$ 37
Restructuring Plan 2020 [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring							36
Personnel-related
Restructuring Cost and Reserve [Line Items]
Restructuring					0
Personnel-related | COVID-19 Plan
Restructuring Cost and Reserve [Line Items]
Employee Retention Credits						21
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring					0
Travel and Membership | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Total COVID-19 Impact		0	57		0	99
Travel and Membership | Personnel-related | Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring							1
Travel and Membership | Facility Closing [Member] | Restructuring Plan 2020 [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring			22
Vacation Ownership Interest Sales [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Provision for loan losses		(26)		$ 225	(26)	225
Vacation Ownership Interest Sales [Member] | Travel and Membership | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Provision for loan losses		0			0	0
Cost/(recovery) of vacation ownership interest [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Estimated inventory recoveries during the period		(10)		$ 55	(10)	55
Cost/(recovery) of vacation ownership interest [Member] | Travel and Membership | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Estimated inventory recoveries during the period		$ 0			0	0
COVID-19 related costs | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Other COVID-19 related costs			6			8
COVID-19 related costs | Personnel-related | COVID-19 Plan | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs			39			59
Asset Impairment and Operating Expenses [Member] [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairments			38			48
Asset Impairment and Operating Expenses [Member] [Member] | Travel and Membership | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairments			30			34
Operating Expense [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Inventory Write-down						38	$ 48
Asset impairments			5
Operating Expense [Member] | Travel and Membership | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Inventory Write-down						38
Restructuring [Member] | Restructuring Plan 2020 [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring			23		(1)
Restructuring [Member] | Travel and Membership | Restructuring Plan 2020 [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring			22		$ 0	22
Asset Impairments [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairments			$ 33			$ 44

[1] Includes $5 million of bad debt expense related to a note receivable for the three and six months ended June 30, 2020, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss).

XML

COVID-19 Related Liabilities (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Restructuring Cost and Reserve [Line Items]
Liability beginning balance			$ 26
COVID-19 related costs	$ 1	$ 45	2	$ 67
Cash payments			(1)
Liability ending balance	27		27
COVID-19 Plan
Restructuring Cost and Reserve [Line Items]
Liability beginning balance			6
COVID-19 related costs			0
Cash payments			(5)
Liability ending balance	1		1
Personnel-related
Restructuring Cost and Reserve [Line Items]
Liability beginning balance			1
Cash payments			(1)
Liability ending balance	0		0
Personnel-related | COVID-19 Plan
Restructuring Cost and Reserve [Line Items]
Liability beginning balance			6
COVID-19 related costs			0
Cash payments			(5)
Liability ending balance	$ 1		$ 1

XML

Impairments Impairments (Details) - USD ($) $ in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Asset impairments		$ 0	$ 33		$ 0	$ 44
Asset impairments					0	44
COVID-19 [Member]
Asset impairments	[1]	$ 0	38		$ 0	48
Asset Impairments [Member] | COVID-19 [Member]
Asset impairments			33			$ 44
Vacation Ownership | Asset Impairments [Member] | COVID-19 [Member]
Asset impairments			3
Impairment of Real Estate				$ 6
Travel and Membership | Asset Impairments [Member] | COVID-19 [Member]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)				$ 4
Operating Lease, Impairment Loss			24
Asset impairments			$ 6

[1] Includes $5 million of bad debt expense related to a note receivable for the three and six months ended June 30, 2020, included in Operating expenses on the Condensed Consolidated Statements of Income/(Loss).

XML

Restructuring (Narrative) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended		12 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 0	$ 23	$ (1)	$ 25
Cash payments				(1)
Restructuring Reserve, Accrual Adjustment				3
Restructuring liability		27		27		$ 26
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges				0
Cash payments				0
Restructuring Reserve, Accrual Adjustment				0
Restructuring liability		23		23		23
Personnel-related
Restructuring Cost and Reserve [Line Items]
Restructuring charges				0
Cash payments				(1)
Restructuring Reserve, Accrual Adjustment				0
Restructuring liability		0		0		1
Other Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring charges	[1]			(1)
Cash payments				0
Restructuring Reserve, Accrual Adjustment	[2]			3
Restructuring liability		4		4		2
Vacation Ownership | Other Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring charges				(1)
Restructuring Plan 2020 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges						37
Cash payments						(12)
Restructuring liability		27		27
Restructuring Plan 2020 [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges						36
Restructuring Plan 2020 [Member] | Vacation Ownership | Facility Closing [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges						2
Restructuring Plan 2020 [Member] | Vacation Ownership | Other Restructuring | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges						12
Restructuring Plan 2020 [Member] | Travel and Membership | Facility Closing [Member] | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges			22
Restructuring Plan 2020 [Member] | Travel and Membership | Personnel-related
Restructuring Cost and Reserve [Line Items]
Restructuring charges						$ 1
Restructuring Plans, Additional [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring liability		$ 1		$ 1
Asset Impairments [Member] | Travel and Membership | COVID-19 [Member]
Restructuring Cost and Reserve [Line Items]
Operating Lease, Impairment Loss			$ 24

[1] Includes $1 million reversal of expense related to the reimbursement of prepaid licensing fees that were previously written-off at the Vacation Ownership segment.

[2] Includes $2 million reimbursement of termination payments and $1 million reimbursement of license fees at the Vacation Ownership segment.

XML

Restructuring (Activity Related To The Restructuring Costs) (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Restructuring Cost and Reserve [Roll Forward]
Liability beginning balance				$ 26
Restructuring		$ 0	$ 23	(1)	$ 25
Cash Payments				(1)
Other				3
Liability ending balance		27		27
Termination reimbursement | Vacation Ownership
Restructuring Cost and Reserve [Roll Forward]
Other				2
License fee reimbursement | Vacation Ownership
Restructuring Cost and Reserve [Roll Forward]
Other				1
Personnel-related
Restructuring Cost and Reserve [Roll Forward]
Liability beginning balance				1
Restructuring				0
Cash Payments				(1)
Other				0
Liability ending balance		0		0
Facility Closing [Member]
Restructuring Cost and Reserve [Roll Forward]
Liability beginning balance				23
Restructuring				0
Cash Payments				0
Other				0
Liability ending balance		23		23
Other Restructuring
Restructuring Cost and Reserve [Roll Forward]
Liability beginning balance				2
Restructuring	[1]			(1)
Cash Payments				0
Other	[2]			3
Liability ending balance		$ 4		4
Other Restructuring | Vacation Ownership
Restructuring Cost and Reserve [Roll Forward]
Restructuring				$ (1)

[1] Includes $1 million reversal of expense related to the reimbursement of prepaid licensing fees that were previously written-off at the Vacation Ownership segment.

[2] Includes $2 million reimbursement of termination payments and $1 million reimbursement of license fees at the Vacation Ownership segment.

XML

Transactions with Former Parent and Former Subsidiaries (Narrative) (Details) £ in Millions, $ in Millions	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 GBP (£)	Dec. 31, 2019 USD ($)
British Travel Association and Regulatory Authorities
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Secured bonding facility and perpetual guarantee		$ 46
Guarantee, fair value		22
Sale Of European Vacation Rental Business | Financial Guarantee | British Travel Association and Regulatory Authorities
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability		80			£ 58
Sale Of European Vacation Rental Business | Letter of Credit [Member] | British Travel Association and Regulatory Authorities
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability		49			£ 36
Accrued Expenses and Other Liabilities | Sale Of European Vacation Rental Business | European vacation rentals business
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Guarantee, fair value		$ 90
Affiliated Entity
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Responsible liability for separation agreement		37.50%
Contingent and other corporate liabilities retained		0.25
Related Party Transaction, Expenses from Transactions with Related Party		$ 0	$ 1
Separation and Distribution Agreement, Portion of Certain Contingent and Other Corporate Liabilities Assumed		0.67
Separation and Distribution Agreement, Portion of Proceeds From Contingent and Other Corporate Assets		0.67
Post-closing Credit Support, Portion of Escrow Received Upon Release		0.67
Post-closing Credit Support, Portion of Guarantees Assumed		0.67
Affiliated Entity | Sale Of European Vacation Rental Business | Financial Guarantee | Awaze Limited [Member]
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Secured bonding facility and perpetual guarantee						$ 44
Affiliated Entity | Sale Of European Vacation Rental Business | Indemnification Agreement
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Guarantee, fair value		$ 42
Affiliated Entity | Sale Of North American Vacation Rental Business [Member] | Indemnification Agreement
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Guarantee, fair value		2
Affiliated Entity | General and Administrative Expense [Member] | Sale Of European Vacation Rental Business
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 1		1
Affiliated Entity | General and Administrative Expense [Member] | Sale Of North American Vacation Rental Business [Member]
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	1	1	1
Affiliated Entity | Net Revenue [Member] | Sale Of European Vacation Rental Business
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Revenue from Related Parties	1		1
Affiliated Entity | Other Revenue [Member] | Sale Of North American Vacation Rental Business [Member]
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Revenue from Related Parties	$ 1	1	1
Affiliated Entity | Cendant | Accrued Expenses and Other Liabilities
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Liabilities assumed		13		$ 13
Tax liabilities assumed		12
Other contingent and corporate liabilities assumed		$ 1
Affiliated Entity | Realogy
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Responsible liability for separation agreement		62.50%
Affiliated Entity | Wyndham Hotels And Resorts, Inc. [Member]
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Contingent and other corporate liabilities retained		0.33
Separation and Distribution Agreement, Portion of Certain Contingent and Other Corporate Liabilities Assumed		0.33
Separation and Distribution Agreement, Portion of Proceeds From Contingent and Other Corporate Assets		0.33
Post-closing Credit Support, Portion of Escrow Received Upon Release		0.33
Wyndham Hotels And Resorts, Inc. [Member]
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Receivable from related party		$ 7
Wyndham Hotels And Resorts, Inc. [Member] | Sale Of European Vacation Rental Business | Financial Guarantee | British Travel Association and Regulatory Authorities
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Secured bonding facility and perpetual guarantee		81
Guarantee, fair value		39
Wyndham Hotels And Resorts, Inc. [Member] | Sale Of European Vacation Rental Business | Indemnification Agreement
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Receivable from related party		14
Wyndham Hotels And Resorts, Inc. [Member] | General and Administrative Expense [Member] | Transaction Service Agreement [Member]
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party			$ 1
Wyndham Hotels And Resorts, Inc. [Member] | Other Assets | Sale Of European Vacation Rental Business
Separation Adjustments And Transactions With Former Parent And Subsidiaries [Line Items]
Receivable from related party		$ 21

XML

Related Party Transactions Related Party Transactions (Details) - USD ($) $ in Millions		6 Months Ended
	Jul. 08, 2020	Jun. 30, 2021	Jun. 30, 2020
Former Officer [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 45	$ 47
Affiliated Entity
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party		$ 0	$ 1