Long-Term Debt And Borrowing Arrangements (Tables)

6 Months Ended

Jun. 30, 2011

Long-Term Debt And Borrowing Arrangements

Summary of Indebtedness

	June 30,		December 31,
	2011		2010
Securitized vacation ownership debt: (a)
Term notes	$	1,446	$	1,498
Bank conduit facility (b)		242		152
Total securitized vacation ownership debt		1,688		1,650
Less: Current portion of securitized vacation ownership debt		190		223
Long-term securitized vacation ownership debt	$	1,498	$	1,427
Long-term debt:
Revolving credit facility (due October 2013) (c)	$	107	$	154
6.00% senior unsecured notes (due December 2016) (d)		803		798
9.875% senior unsecured notes (due May 2014) (e)		242		241
3.50% convertible notes (due May 2012) (f)		32		266
7.375% senior unsecured notes (due March 2020) (g)		247		247
5.75% senior unsecured notes (due February 2018) (h)		247		247
5.625% senior unsecured notes (due March 2021) (i)		245		—
Vacation rentals capital leases (j)		120		115
Other		1		26
Total long-term debt		2,044		2,094
Less: Current portion of long-term debt		43		11
Long-term debt	$	2,001	$	2,083

        ­ ­

(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 are collateralized by $2,672 million and $2,865 million of underlying gross vacation ownership contract receivables and related assets as of June 30, 2011 and December 31, 2010, respectively.
(b)	Represents a $600 million, non-recourse vacation ownership bank conduit facility, with a term through June 2013 whose capacity is subject to the Company's ability to provide additional assets to collateralize the facility. As of June 30, 2011, the total available capacity of the facility was $358 million.
(c)	Total capacity of the revolving credit facility was $980 million, which includes availability for letters of credit. As of June 30, 2011, the Company had $13 million of letters of credit outstanding and, as such, the total available capacity of the revolving credit facility was $860 million. See Note 17—Subsequent Event for additional information.
(d)	Represents senior unsecured notes issued by the Company during December 2006. The balance as of June 30, 2011 represents $800 million aggregate principal less $2 million of unamortized discount, plus a $5 million fair value hedge derivative.
(e)	Represents senior unsecured notes issued by the Company during May 2009. The balance as of June 30, 2011 represents $250 million aggregate principal less $8 million of unamortized discount.

^(f)   Represents convertible notes issued by the Company during May 2009, which includes debt principal, less unamortized discount, and a liability related to a bifurcated conversion feature. During the first six months of 2011, the Company repurchased a portion of its outstanding 3.50% convertible notes, primarily through the completion of a cash tender offer (see "3.50% Convertible Notes" below for further details). The following table details the components of the convertible notes:

	June 30,
	2011			December 31, 2010
Debt principal	$	12		$	116
Unamortized discount		(1	)		(12	)
Debt less discount		11			104
Fair value of bifurcated conversion feature (*)		21			162
Convertible notes	$	32		$	266

              ­ ­

^(*)   The Company also has an asset with a fair value equal to the bifurcated conversion feature, which represents cash-settled call options that the Company purchased concurrent with the issuance of the convertible notes ("Bifurcated Conversion Feature").

(g)	Represents senior unsecured notes issued by the Company during February 2010. The balance as of June 30, 2011 represents $250 million aggregate principal less $3 million of unamortized discount.
(h)	Represents senior unsecured notes issued by the Company during September 2010. The balance as of June 30, 2011 represents $250 million aggregate principal less $3 million of unamortized discount.

(i)	Represents senior unsecured notes issued by the Company during March 2011. The balance as of June 30, 2011 represents $250 million aggregate principal less $5 million of unamortized discount.
(j)	Represents capital lease obligations with corresponding assets classified within property and equipment on the Consolidated Balance Sheets.

Summary of Outstanding Debt Maturities

	Securitized
	Vacation
	Ownership
	Debt		Other			Total
Within 1 year	$	190	$	43	(*)	$	233
Between 1 and 2 years		202		11			213
Between 2 and 3 years		274		361			635
Between 3 and 4 years		294		12			306
Between 4 and 5 years		173		13			186
Thereafter		555		1,604			2,159
	$	1,688	$	2,044		$	3,732

        ­ ­

^(*)   Includes a liability of $21 million related to the Bifurcated Conversion Feature associated with the Company's Convertible Notes.

Summary of Available Capacity under Borrowing Arrangements

As of June 30, 2011, available capacity under the Company's borrowing arrangements was as follows:

	Securitized Bank		Revolving Credit
	Conduit Facility (a)		Facility
Total Capacity	$	600	$	980
Less: Outstanding Borrowings		242		107
Available Capacity	$	358	$	873	(b)

        ­ ­

(a)	The capacity of this facility is subject to the Company's ability to provide additional assets to collateralize additional securitized borrowings.
(b)	The capacity under the Company's revolving credit facility includes availability for letters of credit. As of June 30, 2011, the available capacity of $873 million was further reduced to $860 million due to the issuance of $13 million of letters of credit.