WYNDHAM WORLDWIDE CORPORATION

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PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Identification of Directors. Information required by this item is included in the Proxy Statement under the caption “Election of Directors” and is incorporated by reference in this report. Identification of Executive Officers. The following provides information for each of our executive officers. Stephen P. Holmes, 54, has served as the Chairman of our Board of Directors and as our Chief Executive Officer since our separation from Cendant in July 2006. Mr. Holmes was a Director since May 2003 of the alreadyexisting, wholly owned subsidiary of Cendant that held the assets and liabilities of Cendant’s hospitality services (including timeshare resorts) businesses before our separation from Cendant and has served as a Director of Wyndham Worldwide since the separation in July 2006. Mr. Holmes was Vice Chairman and director of Cendant and Chairman and Chief Executive Officer of Cendant’s Travel Content Division from December 1997 until our separation from Cendant in July 2006. Mr. Holmes was Vice Chairman of HFS Incorporated, from September 1996 until December 1997 and was a director of HFS from June 1994 until December 1997. From July 1990 through September 1996, Mr. Holmes served as Executive Vice President, Treasurer and Chief Financial Officer of HFS. Geoffrey A. Ballotti, 49, has served as President and Chief Executive Officer, Wyndham Exchange & Rentals, since March 2008. Prior to joining Wyndham Exchange & Rentals, from October 2003 to March 2008, Mr. Ballotti was President, North America Division of Starwood Hotels and Resorts Worldwide. From 1989 to 2003, Mr. Ballotti held leadership positions of increasing responsibility at Starwood Hotels and Resorts Worldwide including President of Starwood North America, Executive Vice President, Operations, Senior Vice President, Southern Europe and Managing Director, Ciga Spa, Italy. Prior to Starwood Hotels and Resorts Worldwide, Mr. Ballotti was a Banking Officer in the Commercial Real Estate Group at the Bank of New England. Eric A. Danziger, 56, has served as President and Chief Executive Officer, Wyndham Hotel Group, since December 2008. From August 2006 to December 2008, Mr. Danziger was Chief Executive Officer of WhiteFence, Inc., an online site for home services firm. From June 2001 to August 2006, Mr. Danziger was President and Chief Executive Officer of ZipRealty, a real estate brokerage. From April 1998 to June 2001, Mr. Danziger was President and Chief Operating Officer of Carlson Hotels Worldwide. From June 1996 to August 1998, Mr. Danziger was President and CEO of Starwood Hotels and Resorts Worldwide. From September 1990 to June 1996, Mr. Danziger was President of Wyndham Hotels and Resorts. Franz S. Hanning, 57, has served as President and Chief Executive Officer, Wyndham Vacation Ownership, since our separation from Cendant in July 2006. Mr. Hanning was the Chief Executive Officer of Cendant’s Timeshare Resort Group from March 2005 until our separation from Cendant in July 2006. Mr. Hanning served as President and Chief Executive Officer of Wyndham Vacation Resorts, Inc. (formerly known as Fairfield Resorts, Inc.) from April 2001, when Cendant acquired Fairfield Resorts, Inc., to March 2005 and as President and Chief Executive Officer of Wyndham Resort Development Corporation (formerly known as Trendwest Resorts, Inc.) from August 2004 to March 2005. Mr. Hanning joined Fairfield Resorts, Inc. in 1982 and held several key leadership positions with Fairfield Resorts, Inc., including Regional Vice President, Executive Vice President of Sales and Chief Operating Officer. Thomas G. Conforti, 52, has served as our Executive Vice President and Chief Financial Officer since September 2009. From December 2002 to September 2008, Mr. Conforti was Chief Financial Officer of DineEquity, Inc. Earlier in his career, Mr. Conforti held a number of general management, financial and strategic roles over a ten-year period in the Consumer Products Division of the Walt Disney Company. Mr. Conforti also held numerous finance and strategy roles within the College Textbook Publishing Division of CBS and the Soft Drink Division of Pepsico. Scott G. McLester, 48, has served as our Executive Vice President and General Counsel since our separation from Cendant in July 2006. Mr. McLester was Senior Vice President, Legal for Cendant from April 2004 until our separation from Cendant in July 2006. Mr. McLester was Group Vice President, Legal for Cendant from March 2002 to April 2004, Vice President, Legal for Cendant from February 2001 to March 2002 and Senior Counsel for Cendant from June 2000 to February 2001. Prior to joining Cendant, Mr. McLester was a Vice President in the Law Department of Merrill Lynch in New York and a partner with the law firm of Carpenter, Bennett and Morrissey in Newark, New Jersey. Mary R. Falvey, 50, has served as our Executive Vice President and Chief Human Resources Officer since our separation from Cendant in July 2006. Ms. Falvey was Executive Vice President, Global Human Resources for 74
Cendant’s Vacation Network Group from April 2005 until our separation from Cendant in July 2006. From March 2000 to April 2005, Ms. Falvey served as Executive Vice President, Human Resources for RCI. From January 1998 to March 2000, Ms. Falvey was Vice President of Human Resources for Cendant’s Hotel Division and Corporate Contact Center group. Prior to joining Cendant, Ms. Falvey held various leadership positions in the human resources division of Nabisco Foods Company. Thomas F. Anderson, 46, has served as our Executive Vice President and Chief Real Estate Development Officer since our separation from Cendant in July 2006. From April 2003 until July 2006, Mr. Anderson was Executive Vice President, Strategic Acquisitions and Development of Cendant’s Timeshare Resort Group. From January 2000 until February 2003, Mr. Anderson was Senior Vice President, Corporate Real Estate for Cendant Corporation. From November 1998 until December 1999, Mr. Anderson was Vice President of Real Estate Services, Coldwell Banker Commercial. From March 1995 to October 1998, Mr. Anderson was General Manager of American Asset Corporation, a full service real estate developer based in Charlotte, North Carolina. From June 1990 until February 1995, Mr. Anderson was Vice President of Commercial Lending for BB&T Corporation in Charlotte, North Carolina. Nicola Rossi, 44, has served as our Senior Vice President and Chief Accounting Officer since our separation from Cendant in July 2006. Mr. Rossi was Vice President and Controller of Cendant’s Hotel Group from June 2004 until our separation from Cendant in July 2006. From April 2002 to June 2004, Mr. Rossi served as Vice President, Corporate Finance for Cendant. From April 2000 to April 2002, Mr. Rossi was Corporate Controller of Jacuzzi Brands, Inc., a bath and plumbing products company, and was Assistant Corporate Controller from June 1999 to March 2000. Compliance with Section 16(a) of the Exchange Act. The information required by this item is included in the Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated by reference in this report. Code of Ethics. The information required by this item is included in the Proxy Statement under the caption “Code of Business Conduct and Ethics” and is incorporated by reference in this report. Corporate Governance. The information required by this item is included in the Proxy Statement under the caption “Governance of the Company” and is incorporated by reference in this report. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is included in the Proxy Statement under the captions “Compensation of Directors,” “Executive Compensation” and “Committees of the Board” and is incorporated by reference in this report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2010 Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) Equity compensation plans approved by security holders 11.7 million (a) $29.66 (b) 15.1 million (c) Equity compensation plans not approved by security holders None Not applicable Not applicable (a) (b) (c) Consists of shares issuable upon exercise of outstanding stock options, stock settled stock appreciation rights and restricted stock units under the 2006 Equity and Incentive Plan, as amended. Consists of weighted-average exercise price of outstanding stock options and stock settled stock appreciation rights. Consists of shares available for future grants under the 2006 Equity and Incentive Plan, as amended. The remaining information required by this item is included in the Proxy Statement under the caption “Ownership of Company Stock” and is incorporated by reference in this report. 75
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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
Page 25 and 26: Purchaser Financing Wyndham Vacatio
Page 27 and 28: EMPLOYEES As of December 31, 2010,
Page 29 and 30: that we will be able to achieve the
Page 31 and 32: Our inability to adequately protect
Page 33 and 34: 2014; Atlanta, Georgia expiring in
Page 35 and 36: Stock Performance Graph The Stock P
Page 37 and 38: (f) (g) (h) (i) (j) (k) (l) (m) (n)
Page 39 and 40: We enter into agreements to franchi
Page 41 and 42: eal estate inventory costs incurred
Page 43 and 44: Year Ended December 31, 2010 vs. Ye
Page 45 and 46: Arrangements), (ii) $16 million of
Page 47 and 48: at our U.K. and France destinations
Page 49 and 50: In addition, EBITDA was negatively
Page 51 and 52: OPERATING STATISTICS The following
Page 53 and 54: k $29 million of losses from foreig
Page 55 and 56: 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: cash flow model in determining the
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
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
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(a) (b) (c) (d) (e) (f) (g) (h) (i)
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10.4 Employment Agreement with Fran
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14.1 101.INS XBRL Instance document
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Name WYNDHAM WORLDWIDE CORPORATION
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Exhibit 23.1 CONSENT OF INDEPENDENT
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CERTIFICATION Exhibit 31.2 I, Thoma
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WYNDHAM WORLDWIDE CORPORATION

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