WYNDHAM WORLDWIDE CORPORATION

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As of December 31, 2010, available capacity under the Company’s borrowing arrangements was as follows: Total Capacity Outstanding Borrowings Available Capacity Securitized vacation ownership debt: Term notes $ 1,498 $ 1,498 $ — Bank conduit facility (a) 600 152 448 Total securitized vacation ownership debt (b) Long-term debt: $ 2,098 $ 1,650 $ 448 6.00% senior unsecured notes (due December 2016) $ 798 $ 798 $ — Revolving credit facility (due October 2013) (c) 970 154 816 9.875% senior unsecured notes (due May 2014) 241 241 — 3.50% convertible notes (due May 2012) 266 266 — 7.375% senior unsecured notes (due March 2020) 247 247 — 5.75% senior unsecured notes (due February 2018) 247 247 — Vacation rentals capital leases 115 115 — Other 36 26 10 Total long-term debt $ 2,920 $ 2,094 826 Less: Issuance of letters of credit (c) 28 $ 798 (a) (b) (c) The capacity of this facility is subject to the Company’s ability to provide additional assets to collateralize additional securitized borrowings. These outstanding borrowings are collateralized by $2,865 million of underlying gross vacation ownership contract receivables and related assets. The capacity under the Company’s revolving credit facility includes availability for letters of credit. As of December 31, 2010, the available capacity of $816 million was further reduced to $788 million due to the issuance of $28 million of letters of credit. Securitized Vacation Ownership Debt As previously discussed in Note 8 — Vacation Ownership Contract Receivables, the Company issues debt through the securitization of vacation ownership contract receivables. Sierra Timeshare 2010-1 Receivables Funding, LLC. On March 12, 2010, the Company closed a series of term notes payable, Sierra Timeshare 2010-1 Receivables Funding LLC, in the initial principal amount of $300 million. These borrowings bear interest at a coupon rate of 4.48% and are secured by vacation ownership contract receivables. As of December 31, 2010, the Company had $174 million of outstanding borrowings under these term notes. Premium Yield Facility 2010-A LLC. On June 14, 2010, the Company closed a securitization facility, Premium Yield Facility 2010-A LLC, in the initial principal amount of $185 million. These borrowings bear interest at a coupon rate of 6.08% and are secured by vacation ownership contract receivables. As of December 31, 2010, the Company had $155 million of outstanding borrowings under this facility. Sierra Timeshare 2010-2 Receivables Funding, LLC. On July 23, 2010, the Company closed a series of term notes payable, Sierra Timeshare 2010-2 Receivables Funding LLC, in the initial principal amount of $350 million. These borrowings bear interest at a weighted average coupon rate of 4.11% and are secured by vacation ownership contract receivables. As of December 31, 2010, the Company had $266 million of outstanding borrowings under these term notes. Sierra Timeshare 2010-3 Receivables Funding, LLC. On October 21, 2010, the Company closed a series of term notes payable, Sierra Timeshare 2010-3 Receivables Funding LLC, in the initial principal amount of $300 million. These borrowings bear interest at a weighted average coupon rate of 3.67% and are secured by vacation ownership contract receivables. As of December 31, 2010, the Company had $277 million of outstanding borrowings under these term notes. As of December 31, 2010, the Company had $626 million of outstanding borrowings under term notes entered into prior to January 1, 2010. The Company’s securitized debt includes fixed and floating rate term notes for which the weighted average interest rate was 6.6%, 8.1% and 5.8% during the years ended December 31, 2010, 2009 and 2008, respectively. On October 1, 2010, the Company renewed its 364-day, $600 million, non-recourse, securitized vacation ownership bank conduit facility with a term through September 2011. This facility bears interest at variable rates based on commercial paper rates and LIBOR rates plus a spread. The bank conduit facility had a weighted average interest rate of 7.1%, 9.6% and 4.1% during the years ended December 31, 2010, 2009 and 2008, respectively. F-29
As of December 31, 2010, the Company’s securitized vacation ownership debt of $1,650 million is collateralized by $2,865 million of underlying gross vacation ownership contract receivables and related assets. Additional usage of the capacity of the Company’s Bank conduit facility is subject to the Company’s ability to provide additional assets to collateralize such facility. The combined weighted average interest rate on the Company’s total securitized vacation ownership debt was 6.7%, 8.5% and 5.2% during 2010, 2009 and 2008, respectively. Other 6.00% Senior Unsecured Notes. The Company’s 6.00% notes, with face value of $800 million, were issued in December 2006 for net proceeds of $796 million. The notes will mature on December 1, 2016 and are redeemable at the Company’s option at any time, in whole or in part, at the appropriate redemption prices plus accrued interest through the redemption date. These notes rank equally in right of payment with all of the Company’s other senior unsecured indebtedness. Term Loan. During July 2006, the Company entered into a five-year $300 million term loan facility bearing interest at LIBOR plus a spread and with a maturity date of July 7, 2011. This facility was fully repaid during March 2010. The weighted average interest rate during 2010, 2009 and 2008 was 5.3%, 5.7% and 6.2%, respectively. Revolving Credit Facility. On March 29, 2010, the Company replaced its five-year $900 million revolving credit facility with a $950 million revolving credit facility that expires on October 1, 2013. During the fourth quarter of 2010, the total capacity of this facility was increased to $970 million. This facility is subject to a fee of 50 basis points based on total capacity and bears interest at LIBOR plus 250 basis points. The interest rate of this facility is dependent on the Company’s credit ratings. As of December 31, 2010, the Company had $154 million of outstanding borrowings and $28 million of outstanding letters of credit and, as such, the total available remaining capacity was $788 million. 9.875% Senior Unsecured Notes. On May 18, 2009, the Company issued senior unsecured notes, with face value of $250 million and bearing interest at a rate of 9.875%, for net proceeds of $236 million. Interest began accruing on May 18, 2009 and is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2009. The notes will mature on May 1, 2014 and are redeemable at the Company’s option at any time, in whole or in part, at the stated redemption prices plus accrued interest through the redemption date. These notes rank equally in right of payment with all of the Company’s other senior unsecured indebtedness. 3.50% Convertible Notes. On May 19, 2009, the Company issued convertible notes (“Convertible Notes”) with face value of $230 million and bearing interest at a rate of 3.50%, for net proceeds of $224 million. The Company accounted for the conversion feature as a derivative instrument under the guidance for derivatives and bifurcated such conversion feature from the Convertible Notes for accounting purposes (“Bifurcated Conversion Feature”). The fair value of the Bifurcated Conversion Feature on the issuance date of the Convertible Notes was recorded as original issue discount for purposes of accounting for the debt component of the Convertible Notes. Therefore, interest expense greater than the coupon rate of 3.50% will be recognized by the Company primarily resulting from the accretion of the discounted carrying value of the Convertible Notes to their face amount over the term of the Convertible Notes. As such, the effective interest rate over the life of the Convertible Notes is approximately 10.7%. Interest began accruing on May 19, 2009 and is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2009. The Convertible Notes will mature on May 1, 2012. Holders may convert their notes to cash subject to (i) certain conversion provisions determined by the market price of the Company’s common stock; (ii) specified distributions to common shareholders; (iii) a fundamental change (as defined below); and (iv) certain time periods specified in the purchase agreement. The Convertible Notes had an initial conversion reference rate of 78.5423 shares of common stock per $1,000 principal amount (equivalent to an initial conversion price of approximately $12.73 per share of the Company’s common stock), subject to adjustment, with the principal amount and remainder payable in cash. The Convertible Notes are not convertible into the Company’s common stock or any other securities under any circumstances. On May 19, 2009, concurrent with the issuance of the Convertible Notes, the Company entered into convertible note hedge and warrant transactions (“Warrants”) with certain counterparties. The Company paid $42 million to purchase cash-settled call options (“Call Options”) that are expected to reduce the Company’s exposure to potential cash payments required to be made by the Company upon the cash conversion of the Convertible Notes. Concurrent with the purchase of the Call Options, the Company received $11 million of proceeds from the issuance of Warrants to purchase shares of the Company’s common stock. If the market price per share of the Company’s common stock at the time of cash conversion of any Convertible Notes is above the strike price of the Call Options (which strike price was the same as the equivalent initial conversion price of the Convertible Notes of approximately $12.73 per share of the Company’s common stock), such Call Options F-30
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UNITED STATES SECURITIES AND EXCHAN
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PART I FORWARD LOOKING STATEMENTS T
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Our portfolio of well-known hospita
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The following table sets forth the
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free access to a gym facility and t
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as annual budget preparation, finan
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Our field services team, strategica
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Competition Competition is robust a
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we offer property owners marketing
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Internet Given the increasing inter
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According to information compiled b
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Owners who participate in Club Wynd
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Purchaser Financing Wyndham Vacatio
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EMPLOYEES As of December 31, 2010,
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that we will be able to achieve the
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Our inability to adequately protect
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2014; Atlanta, Georgia expiring in
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Stock Performance Graph The Stock P
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(f) (g) (h) (i) (j) (k) (l) (m) (n)
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We enter into agreements to franchi
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eal estate inventory costs incurred
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Year Ended December 31, 2010 vs. Ye
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Arrangements), (ii) $16 million of
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at our U.K. and France destinations
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In addition, EBITDA was negatively
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OPERATING STATISTICS The following
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k $29 million of losses from foreig
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and $9 million of lower volume-rela
Page 57 and 58: k $25 million of increased costs re
Page 59 and 60: k a $49 million increase in franchi
Page 61 and 62: Operating Activities During 2010, n
Page 63 and 64: Capital Deployment We are focusing
Page 65 and 66: Capacity As of December 31, 2010, a
Page 67 and 68: We believe that our bank conduit fa
Page 69 and 70: on the matter. As a result of settl
Page 71 and 72: was approximately $373 million as o
Page 73 and 74: performance for a five-year period.
Page 75 and 76: cash flow model in determining the
Page 77 and 78: Cendant’s Vacation Network Group
Page 79 and 80: SIGNATURES Pursuant to the requirem
Page 81 and 82: REPORT OF INDEPENDENT REGISTERED PU
Page 83 and 84: WYNDHAM WORLDWIDE CORPORATION CONSO
Page 85 and 86: WYNDHAM WORLDWIDE CORPORATION CONSO
Page 87 and 88: The Company’s franchise agreement
Page 89 and 90: manages paid Wyndham Exchange & Ren
Page 91 and 92: expenses amounted to $48 million, $
Page 93 and 94: average exchange rates during the p
Page 95 and 96: integrated the operations of its ac
Page 97 and 98: (3) Adjusting the carrying value of
Page 99 and 100: 7. Income Taxes The income tax prov
Page 101 and 102: The following table summarizes the
Page 103 and 104: Credit Quality for Financed Receiva
Page 105 and 106: 10. Property and Equipment, net Pro
Page 107: measurement date and a maximum cons
Page 111 and 112: Vacation Rental Capital Leases. The
Page 113 and 114: The following table presents additi
Page 115 and 116: Consolidated Statement of Operation
Page 117 and 118: capacity and the Company’s corpor
Page 119 and 120: shareholders and further amended as
Page 121 and 122: comprehensive income on the Consoli
Page 123 and 124: Total restructuring costs by segmen
Page 125 and 126: and Avis Budget Group to satisfy th
Page 127 and 128: (a) (b) (c) (d) (e) (f) (g) (h) (i)
Page 129 and 130: 10.4 Employment Agreement with Fran
Page 131 and 132: 14.1 101.INS XBRL Instance document
Page 133 and 134: Name WYNDHAM WORLDWIDE CORPORATION
Page 135 and 136: Exhibit 23.1 CONSENT OF INDEPENDENT
Page 137 and 138: CERTIFICATION Exhibit 31.2 I, Thoma
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WYNDHAM WORLDWIDE CORPORATION

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