WYNDHAM WORLDWIDE CORPORATION

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10.23 Amendment Number One to Wyndham Worldwide Corporation Officer Deferred Compensation Plan, dated December 31, 2008 (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-K filed February 27, 2009) 10.24 Transition Services Agreement among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 27, 2006 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed July 31, 2006) 10.25 Tax Sharing Agreement among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 28, 2006 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed July 31, 2006) 10.26 Amendment, executed July 8, 2008 and effective as of July 28, 2006 to Tax Sharing Agreement, entered into as of July 28, 2006, by and among Avis Budget Group, Inc., Realogy Corporation and Wyndham Worldwide Corporation (incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed August 8, 2008) 10.27 Agreement, dated as of July 15, 2010, between Wyndham Worldwide Corporation and Realogy Corporation clarifying Tax Sharing Agreement, dated as of July 28, 2006, among Realogy Corporation, Cendant Corporation, Wyndham Worldwide Corporation and Travelport, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed July 21, 2010) 10.28 Credit Agreement, dated as of March 29, 2010, among Wyndham Worldwide Corporation, the lenders party to the agreement from time to time, JPMorgan Chase Bank, N.A., as syndication agent, The Bank of Nova Scotia, Deutsche Bank AG New York Branch, The Royal Bank of Scotland PLC, and Credit Suisse AG, Cayman Islands Branch, as co-documentation agents, and Bank of America, N.A., as administrative agent, for the lenders (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed April 30, 2010) 10.29 Form of Declaration of Vacation Owner Program of WorldMark, the Club (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-12B filed May 11, 2006) 10.30 Management Agreement, dated as of January 1, 1996, by and between Fairshare Vacation Owners Association and Fairfield Communities, Inc. (incorporated by reference to Exhibit 10.25 to the Registrant’s Form 10-12B filed May 11, 2006) 10.31 Second Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, dated as of March 14, 2008 by and among Fairshare Vacation Owners Association, Wyndham Vacation Resorts, Inc., Fairfield Myrtle Beach, Inc., such other subsidiaries and affiliates of Wyndham Vacation Resorts, Inc. and such other unrelated third parties as may from time to time desire to subject property interests to this Trust Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s From 10-Q filed May 8, 2008) 10.32 First Amendment to the Second Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, effective as of March 16, 2009, by and between the Fairshare Vacation Owners Association and Wyndham Vacation Resorts, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed May 7, 2009) 10.33 Second Amendment to the Second Amended and Restated FairShare Vacation Plan Use Management Trust Agreement, effective as of February 15, 2010, by and between the Fairshare Vacation Owners Association and Wyndham Vacation Resorts, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 30, 2010) 10.34 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 (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed October 5, 2010) 12* Computation of Ratio of Earnings to Fixed Charges G-3
14.1 101.INS XBRL Instance document** 101.SCH XBRL Taxonomy Extension Schema Document** 101.CAL XBRL Taxonomy Calculation Linkbase Document** 101.DEF XBRL Taxonomy Label Linkbase Document** 101.LAB XBRL Taxonomy Presentation Linkbase Document** 101.PRE XBRL Taxonomy Extension Definition Linkbase Document** 21.1* Subsidiaries of the Registrant 23.1* Consent of Independent Registered Public Accounting Firm 31.1* Certification of Chairman and Chief Executive Officer pursuant to Rule 13(a)-14 under the Securities Exchange Act of 1934 31.2* Certification of Chief Financial Officer pursuant to Rule 13(a)-14 under the Securities Exchange Act of 1934 32* Certification of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of the United States Code * Filed herewith ** Furnished with this report G-4
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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
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k $25 million of increased costs re
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k a $49 million increase in franchi
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Operating Activities During 2010, n
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Capital Deployment We are focusing
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Capacity As of December 31, 2010, a
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We believe that our bank conduit fa
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on the matter. As a result of settl
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was approximately $373 million as o
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performance for a five-year period.
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cash flow model in determining the
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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 and 108: measurement date and a maximum cons
Page 109 and 110: As of December 31, 2010, the Compan
Page 111 and 112: Vacation Rental Capital Leases. The
Page 113 and 114: The following table presents additi
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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: 10.4 Employment Agreement with Fran
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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