What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-24 · 40 added, 33 removed, 239 unchanged (23% of the section changed)

2 unchanged sentences

Our management, with the participation of our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.

Based on such evaluation, our principal executive and principal financial officers have concluded that, as of the end of such period, our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports that 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.

Based on such evaluation, our principal executive and principal financial officers have concluded that, as of the end of such period, our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports that 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 Securities and Exchange Commission, 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.

Management’s Report on Internal Control over Financial Reporting.

9 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Note applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning Executive Officers required by this item is located under the headings “Governance of the Company” and “Executive Officers of the Company” in the Proxy Statement for our 2021 Annual Meeting of Shareholders and is incorporated herein by reference.

Information concerning Directors required by this item is located under the headings “Election of Directors” and “Nominations for Elections to the Board” in the Proxy Statement for our 2021 Annual Meeting of Shareholders and is incorporated herein by reference.

Information concerning Executive Officers required by this item is located under the headings “Governance of the Company” and “Information about our Executive Officers” in the Proxy Statement for our 2022 Annual Meeting of Shareholders and is incorporated herein by reference.

Information concerning Directors required by this item is located under the headings “Election of Directors” and “Nominees for Elections to the Board” in the Proxy Statement for our 2022 Annual Meeting of Shareholders and is incorporated herein by reference.

Information concerning the Audit Committee and the Code of Conduct and Business Ethics required by this item is located under the headings “Governance of the Company” and “Code of Business Conduct and Ethics” in the Proxy Statement for our 2022 Annual Meeting of Shareholders and is incorporated herein by reference.

The Board maintains a Code of Business Conduct and Ethics for Directors with ethics guidelines specifically applicable to Directors.

The Board of Directors maintains a Code of Business Conduct and Ethics for Directors with ethics guidelines specifically applicable to Directors.

In addition, we maintain a Code of Conduct applicable to all our associates, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer.

17 unchanged sentences

Equity compensation plans not approved by security holders None Not applicable Not applicable

(a) Consists of shares issuable upon exercise of stock-settled appreciation rights, non-qualified stock options, performance-vested restricted stock units, and restricted stock units.

(b) Consists of weighted-average exercise price of outstanding stock-settled appreciation rights and non-qualified stock options.

(a) Consists of shares issuable upon exercise of non-qualified stock options, performance-vested restricted stock units, and restricted stock units.

(b) Consists of weighted-average exercise price of non-qualified stock options.

The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of performance-vested restricted stock units or restricted stock units, as these units have no exercise price.

5 unchanged sentences

The information required by Item 14 is included in the Proxy Statement for our 2022 Annual Meeting of Shareholders under the captions “Disclosure About Fees” and “Pre-Approval of Audit and Non-Audit Services,” and is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this report:

3 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Statements of (Loss)/Income for the years ended December 31, 2020, 2019, and 2018 72

Consolidated Statements of Comprehensive (Loss)/Income for the years ended December 31, 2020, 2019, and 2018 73

Consolidated Statements of Income/(Loss) for the years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2021, 2020, and 2019

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Equity/(Deficit) for the years ended December 31, 2020, 2019, and 2018 76

Consolidated Statements of Deficit for the years ended December 31, 2021, 2020, and 2019

Notes to Consolidated Financial Statements

21 unchanged sentences

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 Exh ibit 3.1 to the Regis trant ’ s Form 8-K filed February 17, 202 1).

3.4 Third Amended and Restated Bylaws of Travel + Leisure Co., effective as of February 17, 2021 (incorporated by refer ence to Exhibit 3.2 t o the Registrant ’ s Form 8-K filed February 17, 2021).

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).

4.1 Indenture, dated November 20, 2008, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-3 filed November 25, 2008) .

4.2 Third Supplemental Indenture, dated February 25, 2010, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee, respecting Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed February 26, 2010) .

4.3 Form of 7.375% Senior Notes due 2020 (included within Exhibit 4.2) .

4.4 Fourth Supplemental Indenture, dated September 20, 2010, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee, respecting Senior Notes due 2018 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed September 23, 2010) .

4.5 Fifth Supplemental Indenture, dated March 1, 2011, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee, respecting Senior Notes due 2021(incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed March 3, 2011) .

4.6 Form of 5.625% Senior Notes due 2021 (included within Exhibit 4.

4.7 Sixth Supplemental Indenture, dated March 7, 2012, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee, respecting Senior Notes due 2017 and 2022 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed March 7, 2012) .

4.8 Form of 4.25% Senior Notes due 2022 (included within Exhibit 4.

4.9 Seventh Supplemental Indenture, dated March 15, 2012, between Wyndham Worldwide Corporation and U.S.

Bank National Association, as Trustee, respecting Senior Notes due 2017 and 2022 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed March 15, 2012) .

4.10 Form of 4.25% Senior Notes due 2022 (included within Exhibit 4.

4.2 Eighth Supplemental Indenture, dated February 22, 2013, between Wyndham Worldwide Corporation and U.S.

16 unchanged sentences

4.13 Form of 6.625% Senior Note due 2026 (included within Exhibit 4.12).

4.23* Description of Registrant’s Securities

4.14 Third Supplemental Indenture, dated November 18, 2021, between Travel + Leisure Co.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed November 22, 2021).

4.15 Form of 4.50% Senior Secured Notes due 2029 (included within Exhibit 4.14).

4.16 Description of Registrant’s Securities (incorporated by reference to Exhibit 4.23 to the Registrant's Form 10-K filed February 24, 2021)

10.1 Credit Agreement, dated as of May 31, 2018, among Wyndham Destinations, Inc., the guarantors party thereto from time to time, Bank of America, N.A., as Administrative and Collateral Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K filed June 4, 2018).

10.2 First Amendment, dated as of July 15, 2020, to the Credit Agreement, dated as of May 31, 2018, among Wyndham Destinations, Inc., the several lenders and letter of credit issuers from time to time party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed July 20, 2020).

10.3 Second Amendment, dated as of October 22, 2021, to the Credit Agreement, dated as of May 31, 2018, among Travel + Leisure Co., the several lenders and letter of credit issuers from time to time party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 27, 2021).

10.4 Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S.

17 unchanged sentences

10.13 Tenth Amendment, dated as of October 27, 2020, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S.

Bank National Association, as Collateral Agent.

Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.

12 to the Registrant’s Form 10-K filed February 24, 2021) .

10.14 Share Sale Agreement, by and among Wyndham Destination Network, LLC, the other Sellers named therein, and Compass IV Limited, dated as of March 27, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-K filed on May 2, 2018).

9 unchanged sentences

Brown (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 8-K filed June 4, 2018).

10.19† Amended and Restated Employment Agreement by and between Travel + Leisure Co.

and Michael D.

Brown, dated June 1, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 28, 2021).

10.20† Employment Agreement, dated as June 1, 2018, by and between Wyndham Destinations, Inc.

and Michael Hug (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 8-K filed June 4, 2018).

10.21† Amended and Restated Employment Agreement by and between Travel + Leisure Co.

and Michael A.

Hug, dated June 1, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed July 28, 2021).

10.22† Letter Agreement, dated as March 22, 2018, by and between Wyndham Vacation Ownership, Inc.

9 unchanged sentences

and Noah Brodsky (incorporated by reference to Exhibit 10.21 to the Registrant's Form 10-K filed February 26, 2020).

10.27†* Appointment Letter and Letter Agreement, each dated as of October 25, 2021, by and between Wyndham Vacation Ownership, Inc.

d/b/a Travel + Leisure Co.

and Said Esfahani

10.28† Letter Agreement, dated as of May 16, 2018, by and between Wyndham Destinations, Inc.

and Brad Dettmer.

and Brad Dettmer (incorporated by reference to Exhibit 10.24 to the Registrant ’ s Form 10-K filed February 24, 2021) .

10.29† Severance Agreement dated as of May 4, 2020 by and between Wyndham Destinations, Inc.

and Brad Dettmer.

and Brad Dettmer (incorporated by reference to Exhibit 10.2 5 to the Registrant’s Form 10-K filed February 24, 2021) .

10.30† Consulting Agreement, dated as of June 16, 2020, by and between Wyndham Destinations, Inc.

and Brad Dettmer.

and Brad Dettmer (incorporated by reference to Exhibit 10.2 6 to the Registrant’s Form 10-K filed February 24, 2021) .

10.31† Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (Amended and Restated as of February 27, 2014) (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2014) .

2 unchanged sentences

10.33† Amended and Restated Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (amended and restated as of March 1, 2018) (incorporated by reference to Appendix A to Wyndham Worldwide Corporation’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2018).

Amended and Restated Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (amended and restated as of November 3, 2020).

10.34† Amended and Restated Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (amended and restated as of November 3, 2020) (incorporated by reference to Exhibit 10.30 to the Registrant’s Form 10-K filed February 24, 2021).

10.35† Form of Award Agreement for Stock Appreciation Rights (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed February 17, 2012).

42 unchanged sentences

2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 filed November 16, 2018).

10.63 Travel + Leisure Co.

Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed July 28, 2021).

10.64 Purchase Agreement, dated as of December 10, 2019, between Wyndham Destinations, Inc.

Morgan Securities LLC, as representative of the several initial purchasers named in Schedule II thereto (inc orporated by reference to Exhibit 10.56 to the Registrant ’ s Form 10-K filed February 26, 2020) .

Morgan Securities LLC, as representative of the several initial purchasers named in Schedule II thereto (incorporated by reference to Exhibit 10.56 to the Registrant’s Form 10-K filed February 26, 2020).

10.65 Purchase Agreement, dated as of July 20, 2020, between Wyndham Destinations, Inc.

41 unchanged sentences

George Herrera

/s/ LUCINDA MARTINEZ

Director February 23, 2022

Lucinda Martinez

/s/ D ENNY M ARIE P OST

6 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures