Wyndham Worldwide (WYN)

The ownership by our executive officers and some of our directors of shares of common stock, options or other equity awards of Cendant or any of the other separated companies may create, or may create the appearance of, conflicts of interest.

Because of their current or former positions with Cendant, substantially all of our executive officers, including our Chairman and Chief Executive Officer and our Chief Financial Officer, and some of our non-employee director nominees own shares of Cendant and Realogy common stock and options to purchase shares of Cendant and Realogy common stock or other equity awards. Following Cendant’s distribution of Realogy (and Travelport, if the sale of Travelport is not completed) to its stockholders, these officers and non-employee directors will own shares of common stock and options to purchase shares of common stock and other equity awards in these companies. The individual holdings of common stock and options to purchase common stock and other equity awards of Cendant and Realogy (and Travelport, if the sale of Travelport is not completed) may be significant for some of these persons compared to these persons’ total assets. Even though our Board will consist of a majority of directors who are independent from Cendant and Realogy (and Travelport, if the sale of Travelport is not completed), the other separated companies and our company, and our executive officers who are currently employees of Cendant will cease to be employees of Cendant upon consummation of the separation, ownership by our directors and officers, after our separation, of common stock or options to purchase common stock and other equity awards of Cendant, Realogy and Travelport creates, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for Cendant or Realogy (or Travelport, if the sale of Travelport is not completed) than the decisions have for us.