WYNDHAM WORLDWIDE CORPORATION

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on January 1, 2011, as required, and it believes the guidance will not have a material impact on the Company’s Consolidated Financial Statements. 3. Earnings per Share The computation of basic and diluted earnings per share (“EPS”) is based on the Company’s net income/(loss) available to common stockholders divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. The following table sets forth the computation of basic and diluted EPS (in millions, except per share data): Year Ended December 31, 2010 2009 2008 Net income/(loss) $ 379 $ 293 $ (1,074) Basic weighted average shares outstanding 178 179 178 Stock options and RSUs (a) 4 3 — Warrants (b) 3 — — Diluted weighted average shares outstanding Earnings/(losses) per share: 185 182 178 Basic $ 2.13 $ 1.64 $ (6.05) Diluted 2.05 1.61 (6.05) (a) (b) Includes unvested dilutive RSUs which are subject to future forfeitures. Represents the dilutive effect of warrants to purchase shares of the Company’s common stock related to the May 2009 issuance of the Company’s convertible notes (See Note 13 — Long — Term Debt and Borrowing Arrangements). The computations of diluted EPS for the years ended December 31, 2010, 2009 and 2008 do not include approximately 4 million, 9 million and 13 million stock options and stock-settled stock appreciation rights (“SSARs”), respectively, as the effect of their inclusion would have been anti-dilutive. Additionally, for the year ended December 31, 2009, the computation of diluted EPS does not include warrants to purchase approximately 18 million shares of the Company’s common stock related to the May 2009 issuance of the Company’s Convertible Notes (see Note 13 — Long — Term Debt and Borrowing Arrangements) as the effect of their inclusion would have been anti-dilutive. Dividend Payments During each of the quarterly periods ended March 31, June 30, September 30 and December 31, 2010, the Company paid cash dividends of $0.12 per share ($86 million in the aggregate). During each of the quarterly periods ended March 31, June 30, September 30 and December 31, 2009 and 2008 the Company paid cash dividends of $0.04 per share ($29 million and $28 million in the aggregate during 2009 and 2008, respectively). Stock Repurchase Program On August 20, 2007, the Company’s Board of Directors authorized a stock repurchase program that enables it to purchase up to $200 million of its common stock. Under such program, the Company repurchased 2,155,783 shares at an average price of $26.89 for a cost of $58 million and repurchase capacity increased $13 million from proceeds received from stock option exercises as of December 31, 2009. On July 22, 2010, the Company’s Board of Directors increased the authorization by $300 million. During 2010, the Company repurchased 9,270,419 shares at an average price of $25.52 for a cost of $237 million and repurchase capacity increased $40 million from proceeds received from stock option exercises. As of December 31, 2010, the Company repurchased a total of 11,426,202 shares at an average price of $25.78 for a cost of $295 million under its current authorization and had $258 million remaining availability in its program. 4. Acquisitions Assets acquired and liabilities assumed in business combinations were recorded on the Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Consolidated Statements of Operations since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final information, including appraisals and other analyses. Any revisions to the fair values during the allocation period, which may be significant, will be recorded by the Company as further adjustments to the purchase price allocations. Although the Company has substantially F-15
integrated the operations of its acquired businesses, additional future costs relating to such integration may occur. These costs may result from integrating operating systems, relocating employees, closing facilities, reducing duplicative efforts and exiting and consolidating other activities. These costs will be recorded on the Consolidated Balance Sheets as adjustments to the purchase price or on the Consolidated Statements of Operations as expenses, as appropriate. 2010 ACQUISITIONS Hoseasons Holdings Ltd. On March 1, 2010, the Company completed the acquisition of Hoseasons Holdings Ltd. (“Hoseasons”), a European vacation rentals business, for $59 million in cash, net of cash acquired. The purchase price allocation resulted in the recognition of $38 million of goodwill, $30 million of definite-lived intangible assets with a weighted average life of 18 years and $16 million of trademarks, all of which were assigned to the Company’s Vacation Exchange and Rentals segment. Management believes that this acquisition offers a strategic fit within the Company’s European rentals business and an opportunity to continue to grow the Company’s fee-for-service businesses. Tryp. On June 30, 2010, the Company completed the acquisition of the Tryp hotel brand (“Tryp”) for $43 million in cash. The purchase price allocation resulted in the recognition of $3 million of goodwill, $3 million of franchise agreements with a weighted average life of 20 years and $36 million of trademarks, all of which were assigned to the Company’s Lodging segment. This acquisition increases the Company’s footprint in Europe and Latin America and management believes it presents enhanced growth opportunities for its lodging business in North America. ResortQuest International, LLC. On September 30, 2010, the Company completed the acquisition of ResortQuest International, LLC (“ResortQuest”), a U.S. vacation rentals business, for $54 million in cash, net of cash acquired. The preliminary purchase price allocation resulted in the recognition of $14 million of goodwill, $15 million of definite-lived intangible assets with a weighted average life of 12 years and $9 million of trademarks, all of which were assigned to the Company’s Vacation Exchange and Rentals segment. Management believes that this acquisition provides the Company with an opportunity to build a growth platform in the U.S. rentals market. James Villa Holdings Ltd. On November 30, 2010, the Company completed the acquisition of James Villa Holdings Ltd. (“James Villa Holidays”), a European vacation rentals business, for $76 million in cash, net of cash acquired. The preliminary purchase price allocation resulted in the recognition of $52 million of goodwill, $26 million of definite-lived intangible assets with a weighted average life of 15 years and $10 million of trademarks, all of which were assigned to the Company’s Vacation Exchange and Rentals segment. Management believes that this acquisition is consistent with the Company’s strategy to invest in fee-for-service businesses and strengthens its presence in the European rentals market. 5. Intangible Assets Intangible assets consisted of: Gross Carrying Amount As of December 31, 2010 As of December 31, 2009 Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Unamortized Intangible Assets Goodwill $ 1,481 $ 1,386 Trademarks (a) Amortized Intangible Assets $ 731 $ 660 Franchise agreements (b) $ 634 $ 318 $ 316 $ 630 $ 298 $ 332 Other (c) 164 40 124 94 35 59 $ 798 $ 358 $ 440 $ 724 $ 333 $ 391 (a) (b) (c) Comprised of various trade names (including the Wyndham Hotels and Resorts, Ramada, Days Inn, RCI, Landal GreenParks, Baymont Inn & Suites, Microtel and Hawthorn trade names) that the Company has acquired and which distinguishes the Company’s consumer services. These trade names are expected to generate future cash flows for an indefinite period of time. Generally amortized over a period ranging from 20 to 40 years with a weighted average life of 33 years. Includes customer lists and business contracts, generally amortized over a period ranging from 7 to 20 years with a weighted average life of 19 years. F-16
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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
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 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: average exchange rates during the p
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
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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