Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

____________

Date of report (Date of earliest event reported) October 24, 2014 (October 24, 2014)

Wyndham Worldwide Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-32876	20-0052541
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

22 Sylvan Way		07054
Parsippany, NJ		(Zip Code)
(Address of Principal
Executive Offices)

Registrant's telephone number, including area code (973) 753-6000

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

Wyndham Worldwide Corporation (the “Company”) today issued a press release reporting financial results for the quarter ended September 30, 2014.

A copy of the Company’s press release is furnished as Exhibit 99.1 and is incorporated by reference.

Item 7.01.

Regulation FD Disclosure.

The Company will post 2014 earnings and driver guidance information on the Company’s website, www.wyndhamworldwide.com/investors, following the Company’s earnings conference call to be held Friday, October 24, 2014 at 8:30 a.m. EDT.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished with this report:

Exhibit No.		Description

Exhibit 99.1		Press Release of Wyndham Worldwide Corporation, dated October 24, 2014, reporting financial results for the quarter ended September 30, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WYNDHAM WORLDWIDE CORPORATION

Date: October 24, 2014	By:	/s/ Nicola Rossi
		Nicola Rossi
		Chief Accounting Officer

WYNDHAM WORLDWIDE CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated October 24, 2014

EXHIBIT INDEX

Exhibit No.		Description

Exhibit 99.1		Press Release of Wyndham Worldwide Corporation, dated October 24, 2014, reporting financial results for the quarter ended September 30, 2014.

Exhibit 99.1

WW_Logo_1clr_Spot

Wyndham Worldwide Reports Third Quarter 2014 Earnings

Adjusted Diluted EPS Growth of 18%

Additional One Billion Dollar Share Repurchase Authorization

PARSIPPANY, N.J. (October 24, 2014) – Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months ended September 30, 2014.

THIRD QUARTER HIGHLIGHTS:

Adjusted diluted earnings per share (EPS) was $1.67, an increase of 18% from adjusted diluted EPS of $1.41 in the third quarter of 2013. Reported diluted EPS was $1.64, compared with $1.40 in the third quarter of 2013.

Revenues increased 6% compared with the third quarter of 2013.

Adjusted EBITDA increased 11% compared with the third quarter of 2013.

The Company repurchased 2.0 million shares of its common stock for $161 million during the quarter.

The Company announced today that its Board of Directors approved a $1 billion increase in the share repurchase authorization.

“We delivered strong results in the third quarter, with 11% growth in adjusted EBITDA and 18% growth in adjusted EPS,” said Stephen P. Holmes, chairman and chief executive officer. “Domestic RevPAR growth once again exceeded 8%, our vacation rentals business had a robust summer and our vacation ownership business significantly increased sales to new owners while continuing to benefit from improved lending practices. Based on our confidence in the prospects of our business, the Board of Directors approved a one billion dollar increase in our share repurchase authorization.”

THIRD QUARTER 2014 OPERATING RESULTS

Third quarter revenues were $1.5 billion, an increase of 6% from the prior year period. The increase reflects growth in all of the Company’s business segments.

Adjusted net income was $210 million, or $1.67 per diluted share, compared with $187 million, or $1.41 per diluted share for the same period in 2013. The performance reflects solid operating results across all of the Company’s businesses. EPS growth also benefited from the Company’s share repurchase activity.

Reported net income for the third quarter of 2014 was $206 million, or $1.64 per diluted share, compared with $187 million, or $1.40 per diluted share, for the third quarter of 2013. Reported net income included items excluded from adjusted net income. The net result of these items unfavorably impacted third quarter 2014 net income by $4 million. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

Free cash flow was $750 million for the nine months ended September 30, 2014, compared with $705 million for the same period in 2013. The growth of free cash flow largely reflects the favorable timing of working capital. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. For the nine months ended September 30, 2014, net cash provided by operating activities was $899 million, compared with $858 million in the prior year period.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $315 million in the third quarter of 2014, a 6% increase over the third quarter of 2013. The increase predominantly reflects higher RevPAR and increased ancillary fees related to our co-branded credit card program. The increase was partially offset by the absence of $11 million of fees from a global franchisee conference held in the third quarter of 2013, which were fully offset in expenses.

Domestic RevPAR increased 8.4%, partially offset by a 3.5% decline in international RevPAR, resulting in a 4.6% increase in total system-wide RevPAR compared with the third quarter of 2013. International RevPAR declined due to growth in lower RevPAR countries and unfavorable currency effects.

Adjusted EBITDA for the third quarter of 2014 was $107 million, a 13% increase compared with the third quarter of 2013, primarily reflecting the revenue increases.

As of September 30, 2014, the Company’s hotel system consisted of approximately 7,590 properties and 655,300 rooms, a 2.7% room increase compared with the third quarter of 2013. The development pipeline included over 960 hotels and over 116,000 rooms, of which 57% were international and 66% were new construction.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $512 million in the third quarter of 2014, a 9% increase over the third quarter of 2013. In constant currency and excluding the impact of acquisitions, revenues were up 6%.

Exchange revenues were $162 million, up 3% compared with the third quarter of 2013, as the average number of members increased 1.8% and exchange revenue per member increased 1.1%.

Vacation rental revenues were $331 million, a 13% increase over the third quarter of 2013. Excluding the impact of foreign currency and acquisitions, vacation rental revenues were up 8%, reflecting a 3.8% increase in the average net price per vacation rental and a 3.6% increase in transaction volume.

EBITDA for the third quarter of 2014 was $159 million, a 13% increase compared with the third quarter of 2013. Excluding the impact of acquisitions and the net effect of foreign currency, EBITDA increased 6% compared with the prior year period.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues were $704 million in the third quarter of 2014, a 4% increase over the third quarter of 2013, primarily reflecting 8% higher net VOI revenues, which benefited from a lower loan loss provision. Revenues also increased due to higher resort management fees.

Gross VOI sales were $513 million in the third quarter of 2014, a decrease of 4% compared with the third quarter of 2013, reflecting a 5.3% decrease in volume per guest. VPG declined primarily due to an increase in the percentage of new owner tours, which generally have a lower VPG than tours to existing owners. Total tour flow was flat compared with the third quarter of 2013.

EBITDA for the third quarter of 2014 was $188 million, a 7% increase compared with the third quarter of 2013, primarily reflecting the net revenue increases.

OTHER ITEMS

The Company repurchased 2.0 million shares of common stock for $161 million during the third quarter of 2014. From October 1 through October 23, 2014, the Company repurchased an additional 0.6 million shares for $50 million. The Company’s remaining share repurchase authorization, including the $1 billion authorization increase, totals $1.1 billion as of October 23, 2014.

Reported net interest expense in the third quarter of 2014 was $26 million, compared with $29 million in the third quarter of 2013, reflecting lower rates associated with fixed-for-floating interest rate swaps and an increase in capitalized interest.

BALANCE SHEET INFORMATION AS OF SEPTEMBER 30, 2014:

Cash and cash equivalents of $252 million, compared with $194 million at December 31, 2013

Vacation ownership contract receivables, net, of $2.7 billion, compared with $2.8 billion at December 31, 2013

Vacation ownership and other inventory of $1.0 billion, unchanged from December 31, 2013

Securitized vacation ownership debt of $1.9 billion, unchanged from December 31, 2013

Long-term debt of $2.9 billion, unchanged from December 31, 2013. The remaining borrowing capacity on the revolving credit facility, net of commercial paper borrowings, was $1.2 billion as of September 30, 2014, compared with $1.3 billion as of December 31, 2013

A schedule of debt is included in Table 5 of this press release.

OUTLOOK

Note to Editors: The guidance excludes possible future share repurchases, while analysts’ estimates often include share repurchases. This results in discrepancies between Company guidance and database consensus forecasts.

For the full year 2014, the Company provides the following guidance:

Revenues of approximately $5.250 - $5.350 billion (unchanged)

Adjusted EBITDA of approximately $1.230 - $1.245 billion (unchanged)

Adjusted EPS of approximately $4.45 - $4.48 based on a diluted share count of 127 million up from $4.34 - $4.44 based on a diluted share count of 128 million

The Company’s preliminary guidance for the full-year 2015 is as follows:

Revenues of approximately $5.400 - $5.500 billion

EBITDA of approximately $1.300 - $1.330 billion

EPS of approximately $4.70 - $4.85 based on a diluted share count of 125 million. EPS guidance assumes a higher year-over-year tax rate and higher depreciation and amortization.

CONFERENCE CALL INFORMATION

Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company’s results, outlook and guidance on Friday, October 24, 2014 at 8:30 a.m. EDT. Listeners may access the webcast live through the Company’s website at www.wyndhamworldwide.com/investors. An archive of this webcast will be available on the website for approximately 90 days beginning at noon EDT on October 24, 2014. The conference call may also be accessed by dialing 800-369-2125 and providing the passcode "WYNDHAM." Listeners are urged to call at least 10 minutes prior to the scheduled start time. A telephone replay will be available for approximately 90 days beginning at noon EDT on October 24, 2014, at 800-841-4360.

The Company will post guidance information on its website following the conference call.

PRESENTATION OF FINANCIAL INFORMATION

Financial information discussed in this press release includes non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported GAAP results and are intended to illustrate what management believes are relevant period-over-period comparisons and are helpful to investors as an additional tool for further understanding and assessing the Company’s ongoing core operating performance. Exclusion of items in our non-GAAP presentation should not be considered an inference that these items are unusual, infrequent or non-recurring. A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the financial tables section of the press release. It is not practicable to provide a reconciliation of forecasted adjusted EBITDA and adjusted EPS to the most directly comparable GAAP measures because certain items cannot be reasonably estimated or predicted at this time. Any such items could be significant to the Company’s reported results.

ABOUT WYNDHAM WORLDWIDE CORPORATION

One of the world’s largest hospitality companies, Wyndham Worldwide (NYSE: WYN) provides a wide range of hospitality services and products through its global portfolio of world-renowned brands. The world’s largest hotel company based on the number of properties, Wyndham Hotel Group is home to many of the world’s best-known hotel brands, with approximately 7,600 franchised hotels and over 655,000 hotel rooms worldwide. Wyndham Exchange & Rentals is the worldwide leader in vacation exchange and the world’s largest professionally managed vacation rentals business, providing more than 5 million leisure-bound families annually with access to over 107,000 vacation properties in over 100 countries through its prominent exchange and vacation rental brands. The industry and timeshare ownership market leader, Wyndham Vacation Ownership develops, markets, and sells vacation ownership interests and provides consumer financing to owners through its network of over 200 vacation ownership resorts serving approximately 907,000 owners throughout the United States, Canada, Mexico, the Caribbean, and the South Pacific. Based in Parsippany, NJ, Wyndham Worldwide employs approximately 32,800 associates globally. For more information, please visit www.wyndhamworldwide.com.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Company’s revenues, earnings and related financial and operating measures.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include general economic conditions, the performance of the financial and credit markets, the economic environment for the hospitality industry, the impact of war, terrorist activity or political strife, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, as well as those described in the Company’s Annual Report on Form 10-K, filed with the SEC on February 14, 2014. Except for the Company’s ongoing obligations to disclose material information under the federal securities laws, it undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

# # #

Investor and Media contact:

Margo C. Happer

Senior Vice President, Investor Relations

Wyndham Worldwide Corporation

(973) 753-6472

margo.happer@wyn.com

Barry Goldschmidt

Vice President, Investor Relations

Wyndham Worldwide Corporation

(973) 753-7703

barry.goldschmidt@wyn.com

Table 1

(1 of 2)

Wyndham Worldwide Corporation

OPERATING RESULTS OF REPORTABLE SEGMENTS

(In millions)

In addition to other measures, management evaluates the operating results of each of its reportable segments based upon net revenues and “EBITDA”, which is defined as net income before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing interest) and income taxes, each of which is presented on the Company’s Consolidated Statements of Income. The Company believes that EBITDA is a useful measure of performance for the Company's industry segments which when considered with GAAP measures, gives a more complete understanding of its operating performance. The Company’s presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.

The following tables summarize net revenues and EBITDA for reportable segments, as well as reconcile EBITDA to Net income attributable to Wyndham shareholders for the three months ended September 30, 2014 and 2013:

	Three Months Ended September 30,
	2014						2013
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	315		$	100		$	297		$	95
Vacation Exchange and Rentals		512			159			470			141
Vacation Ownership		704			188			677			176
Total Reportable Segments		1,531			447			1,444			412
Corporate and Other ^(a)		(17	)		(36	)		(17	)		(33	)
Total Company	$	1,514		$	411		$	1,427		$	379

Reconciliation of EBITDA to Net income attributable to Wyndham shareholders

	Three Months Ended September 30,
	2014			2013
EBITDA	$	411		$	379
Depreciation and amortization		60			54
Interest expense		28			31
Interest income		(2	)		(2	)
Income before income taxes		325			296
Provision for income taxes		119			109
Net income attributable to Wyndham shareholders	$	206		$	187

^(a)

Includes the elimination of transactions between segments.

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the three months ended September 30, 2014 and 2013 (for a description of adjustments by segment, see Table 7):

	Three Months Ended September 30,
	2014						2013
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	315		$	107		$	297		$	95
Vacation Exchange and Rentals		512			159			470			141
Vacation Ownership		704			188			677			176
Total Reportable Segments		1,531			454			1,444			412
Corporate and Other		(17	)		(36	)		(17	)		(34	)
Total Company	$	1,514		$	418		$	1,427		$	378

Table 1

(2 of 2)

Wyndham Worldwide Corporation

OPERATING RESULTS OF REPORTABLE SEGMENTS

(In millions)

The following tables summarize net revenues and EBITDA for reportable segments, as well as reconcile EBITDA to Net income attributable to Wyndham shareholders for the nine months ended September 30, 2014 and 2013:

	Nine Months Ended September 30,
	2014						2013
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	835		$	250		$	782		$	232
Vacation Exchange and Rentals		1,293			333			1,220			320
Vacation Ownership		1,970			488			1,856			447
Total Reportable Segments		4,098			1,071			3,858			999
Corporate and Other ^(a)		(48	)		(104	)		(44	)		(89	)
Total Company	$	4,050		$	967		$	3,814		$	910

Reconciliation of EBITDA to Net income attributable to Wyndham shareholders

	Nine Months Ended September 30,
	2014			2013
EBITDA	$	967		$	910
Depreciation and amortization		175			160
Interest expense		84			97
Early extinguishment of debt		-			111
Interest income		(6	)		(6	)
Income before income taxes		714			548
Provision for income taxes		265			201
Net income		449			347
Net income attributable to noncontrolling interest		(1	)		(1	)
Net income attributable to Wyndham shareholders	$	448		$	346

^(a)

Includes the elimination of transactions between segments.

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the nine months ended September 30, 2014 and 2013 (for a description of adjustments by segment, see Table 7):

	Nine Months Ended September 30,
	2014						2013
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	835		$	261		$	782		$	232
Vacation Exchange and Rentals		1,293			341			1,220			320
Vacation Ownership		1,970			488			1,856			449
Total Reportable Segments		4,098			1,090			3,858			1,001
Corporate and Other		(48	)		(103	)		(44	)		(88	)
Total Company	$	4,050		$	987		$	3,814		$	913

Table 2

Wyndham Worldwide Corporation

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net revenues
Service and membership fees	$	717		$	680		$	1,922		$	1,833
Vacation ownership interest sales		415			384			1,101			995
Franchise fees		189			186			482			460
Consumer financing		108			107			319			318
Other		85			70			226			208
Net revenues		1,514			1,427			4,050			3,814

Expenses
Operating		613			589			1,721			1,645
Cost of vacation ownership interests		49			43			129			107
Consumer financing interest		18			19			52			60
Marketing and reservation		227			213			614			570
General and administrative		188			186			564			528
Asset impairment		8			-			8			-
Depreciation and amortization		60			54			175			160
Total expenses		1,163			1,104			3,263			3,070

Operating income		351			323			787			744
Other income, net		-			(2	)		(5	)		(6	)
Interest expense		28			31			84			97
Early extinguishment of debt		-			-			-			111
Interest income		(2	)		(2	)		(6	)		(6	)

Income before income taxes		325			296			714			548
Provision for income taxes		119			109			265			201
Net income		206			187			449			347
Net income attributable to noncontrolling interest		-			-			(1	)		(1	)
Net income attributable to Wyndham shareholders	$	206		$	187		$	448		$	346

Earnings per share
Basic	$	1.65		$	1.42		$	3.55		$	2.58
Diluted		1.64			1.40			3.51			2.55

Weighted average shares outstanding
Basic		124			131			126			134
Diluted		126			133			128			136

Note: For a description of adjustments to Net Income, see Table 8.

Table 3

(1 of 2)

Wyndham Worldwide Corporation

OPERATING STATISTICS

The following operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses:

	Year		Q1		Q2		Q3		Q4		Full Year
Lodging
Number of Rooms		2014		646,900		650,200		655,300		N/A		N/A
		2013		631,800		635,100		638,300		645,400		N/A
		2012		609,300		608,300		618,100		627,400		N/A
		2011		609,600		612,900		611,200		613,100		N/A

RevPAR		2014	$	32.30	$	40.11	$	43.71		N/A		N/A
		2013	$	31.05	$	38.00	$	41.78	$	33.07	$	36.00
		2012	$	29.73	$	37.23	$	40.39	$	31.86	$	34.80
		2011	$	27.71	$	35.38	$	39.49	$	30.65	$	33.34

Vacation Exchange and Rentals
Average Number of Members (in 000s)		2014		3,727		3,748		3,777		N/A		N/A
		2013		3,668		3,686		3,711		3,728		3,698
		2012		3,684		3,670		3,672		3,670		3,674
		2011		3,766		3,755		3,744		3,734		3,750

Exchange Revenue Per Member		2014	$	200.78	$	179.17	$	171.77		N/A		N/A
		2013	$	210.96	$	182.42	$	169.95	$	161.21	$	181.02
		2012	$	204.56	$	177.07	$	171.14	$	165.86	$	179.68
		2011	$	205.64	$	178.46	$	172.38	$	161.68	$	179.59

Vacation Rental Transactions (in 000s) ^(a)		2014		429		376		455		N/A		N/A
		2013		423		355		433		273		1,483
		2012		418		325		390		259		1,392
		2011		398		328		370		250		1,347

Average Net Price Per Vacation Rental^(a)		2014	$	410.04	$	577.13	$	727.40		N/A		N/A
		2013	$	392.64	$	540.38	$	677.81	$	506.62	$	532.11
		2012	$	379.40	$	524.40	$	635.44	$	484.69	$	504.55
		2011	$	377.71	$	549.09	$	701.81	$	497.04	$	530.78

Vacation Ownership ^(a)
Gross Vacation Ownership Interest (VOI) Sales (in 000s) ^(b)		2014	$	410,000	$	496,000	$	513,000		N/A		N/A
		2013	$	384,000	$	481,000	$	536,000	$	488,000	$	1,889,000
		2012	$	384,000	$	460,000	$	502,000	$	435,000	$	1,781,000
		2011	$	319,000	$	412,000	$	455,000	$	409,000	$	1,595,000

Tours (in 000s) ^(c)		2014		170		208		225		N/A		N/A
		2013		163		206		225		195		789
		2012		148		186		207		183		724
		2011		137		177		197		173		685

Volume Per Guest (VPG) ^(c)		2014	$	2,272	$	2,280	$	2,158		N/A		N/A
		2013	$	2,211	$	2,256	$	2,278	$	2,370	$	2,281
		2012	$	2,414	$	2,361	$	2,315	$	2,225	$	2,324
		2011	$	2,192	$	2,227	$	2,197	$	2,296	$	2,229

Note: Full year amounts may not add across due to rounding.

^(a)

Includes the impact of acquisitions from the acquisition dates forward. Therefore, the operating statistics are not presented on a comparable basis.

^(b)

Includes Gross VOI sales under the Company's Wyndham Asset Affiliate Model (WAAM) Just-in-Time beginning in the second quarter of 2012 (see Table 9 for a reconciliation of Gross VOI sales to vacation ownership interest sales).

^(c)

Includes the impact of WAAM Just-in-Time related tours beginning in the second quarter of 2012.

ADDITIONAL DATA

	Year		Q1		Q2		Q3		Q4		Full Year
Lodging
Number of Properties		2014		7,500		7,540		7,590		N/A		N/A
		2013		7,380		7,410		7,440		7,490		N/A
		2012		7,150		7,170		7,260		7,340		N/A
		2011		7,190		7,220		7,190		7,210		N/A

Vacation Ownership
Provision for Loan Losses (in 000s) ⁽^*)		2014	$	60,000	$	70,000	$	70,000		N/A		N/A
		2013	$	84,000	$	90,000	$	102,000	$	73,000	$	349,000
		2012	$	96,000	$	100,000	$	124,000	$	89,000	$	409,000
		2011	$	79,000	$	80,000	$	96,000	$	83,000	$	339,000

Note: Full year amounts may not add across due to rounding.

⁽^*)

Represents provision for estimated losses on vacation ownership contract receivables originated during the period, which is recorded as a contra revenue to vacation ownership interest sales on the Consolidated Statements of Income.

Table 3

(2 of 2)

Wyndham Worldwide Corporation

OPERATING STATISTICS

GLOSSARY OF TERMS

Lodging

Number of Rooms: Represents the number of rooms at lodging properties at the end of the period which are either (i) under franchise and/or management agreements, or company owned, (ii) properties under affiliation agreements for which the Company receives a fee for reservation and/or other services provided and (iii) properties managed under a joint venture.

Average Occupancy Rate: Represents the percentage of available rooms occupied during the period.

Average Daily Rate (ADR): Represents the average rate charged for renting a lodging room for one day.

RevPAR: Represents revenue per available room and is calculated by multiplying average occupancy rate by ADR. Comparable RevPAR represents RevPAR of hotels which are included in both periods.

Vacation Exchange and Rentals

Average Number of Members: Represents members in our vacation exchange programs who paid annual membership dues as of the end of the period or who are within the allowed grace period. For additional fees, such participants are entitled to exchange intervals for intervals at other properties affiliated with the Company's vacation exchange business. In addition, certain participants may exchange intervals for other leisure-related services and products.

Exchange Revenue Per Member: Represents total annualized revenues generated from fees associated with memberships, exchange transactions, member-related rentals and other servicing for the period divided by the average number of vacation exchange members during the period.

Vacation Rental Transactions: Represents the number of transactions that are generated during the period in connection with customers booking their vacation rental stays through the Company. One rental transaction is recorded for each standard one-week rental.

Average Net Price Per Vacation Rental: Represents the net rental price generated from renting vacation properties to customers and other related rental servicing fees during the period divided by the number of vacation rental transactions during the period.

Vacation Ownership

Gross Vacation Ownership Interest Sales: Represents sales of vacation ownership interest (VOIs), including WAAM sales, before the net effect of percentage-of-completion accounting and loan loss provisions. See Table 9 for a reconciliation of Gross VOI sales to vacation ownership interest sales.

Tours: Represents the number of tours taken by guests in our efforts to sell VOIs.

Volume per Guest (VPG): Represents Gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) divided by the number of tours. The Company has excluded non-tour upgrade sales in the calculation of VPG because non-tour upgrade sales are generated by a different marketing channel. See Table 9 for a detail of tele-sales upgrades for 2011-2014.

General

Constant Currency: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods.

Table 4

Wyndham Worldwide Corporation

REVENUE DETAIL BY REPORTABLE SEGMENT

(In millions)

	2014										2013
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Lodging
Royalties and Franchise Fees	$	68	$	88	$	100		N/A		N/A	$	64	$	79	$	91	$	75	$	309
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		76		101		117		N/A		N/A		73		92		118		83		365
Hotel Management Reimbursable Revenues ^(b)		37		39		39		N/A		N/A		25		38		37		35		135
Intersegment Trademark Fees		9		11		11		N/A		N/A		8		10		11		10		39
Owned Hotel Revenues		24		20		18		N/A		N/A		26		20		18		19		84
Ancillary Revenues ^(c)		23		24		30		N/A		N/A		26		23		22		23		95
Total Lodging		237		283		315		N/A		N/A		222		262		297		245		1,027

Vacation Exchange and Rentals
Exchange Revenues		187		168		162		N/A		N/A		193		168		158		150		669
Rental Revenues		176		217		331		N/A		N/A		166		192		293		138		789
Ancillary Revenues ^(d)		16		17		19		N/A		N/A		15		16		19		17		68
Total Vacation Exchange and Rentals		379		402		512		N/A		N/A		374		376		470		305		1,526

Vacation Ownership
Vacation Ownership Interest Sales		303		382		415		N/A		N/A		263		347		384		384		1,379
Consumer Financing		105		106		108		N/A		N/A		105		106		107		108		426
Property Management Fees		143		145		150		N/A		N/A		146		141		143		137		567
WAAM Fee-for-Service Commissions		33		30		18		N/A		N/A		24		30		33		20		107
Ancillary Revenues ^(e)		9		10		13		N/A		N/A		11		6		10		9		36
Total Vacation Ownership		593		673		704		N/A		N/A		549		630		677		658		2,515
Total Reportable Segments	$	1,209	$	1,358	$	1,531		N/A		N/A	$	1,145	$	1,268	$	1,444	$	1,208	$	5,068

	2012										2011
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Lodging
Royalties and Franchise Fees	$	62	$	80	$	88	$	71	$	301	$	58	$	75	$	85	$	66	$	284
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		68		99		98		80		345		54		75		94		76		299
Hotel Management Reimbursable Revenues ^(b)		21		22		25		23		91		19		19		21		20		79
Intersegment Trademark Fees ^(f)		8		9		9		8		34		1		2		3		4		10
Owned Hotel Revenues		8		8		7		18		41		-		-		-		5		5
Ancillary Revenues ^(c)		18		15		22		23		78		17		19		19		17		72
Total Lodging		185		233		249		223		890		149		190		222		188		749

Vacation Exchange and Rentals
Exchange Revenues		188		162		157		153		660		194		168		161		150		673
Rental Revenues		159		170		248		125		702		150		180		260		125		715
Ancillary Revenues ^(d)		14		16		15		15		60		12		13		15		16		56
Total Vacation Exchange and Rentals		361		348		420		293		1,422		356		361		436		291		1,444

Vacation Ownership
Vacation Ownership Interest Sales		271		342		373		337		1,323		222		313		320		295		1,150
Consumer Financing		103		102		106		110		421		102		103		105		105		415
Property Management Fees		110		108		117		125		460		110		108		105		101		424
WAAM Fee-for-Service Commissions		12		11		4		6		33		10		11		23		21		65
Ancillary Revenues ^(e)		5		7		8		12		32		6		6		6		5		23
Total Vacation Ownership		501		570		608		590		2,269		450		541		559		527		2,077
Total Reportable Segments	$	1,047	$	1,151	$	1,277	$	1,106	$	4,581	$	955	$	1,092	$	1,217	$	1,006	$	4,270

Note: Full year amounts may not add across due to rounding.

^(a)

Marketing and reservation revenues represent fees the Company receives from franchised and managed hotels that are to be expended for marketing purposes or the operation of a centralized, brand-specific reservation system. These fees are typically based on a percentage of the gross room revenues of each hotel. Wyndham Rewards revenues represent fees the Company receives relating to its loyalty program.

^(b)

Primarily represents payroll costs in the hotel management business that the Company pays on behalf of property owners and for which it is reimbursed by the property owners. During each of Q1, Q2 and Q3 2014, reimbursable revenues of $2 million, respectively, which eliminate in consolidation, were charged to the Company's vacation ownership business. During Q2, Q3 and Q4 2013, such amounts were $1 million, $3 million and $2 million, respectively.

^(c)

Primarily includes additional services provided to franchisees.

^(d)

Primarily includes fees generated from programs with affiliated resorts and homeowners.

^(e)

Primarily includes revenues associated with bonus points/credits that are provided as purchase incentives on VOI sales and fees generated from other non-core operations.

^(f)

During 2011, $3 million, $1 million and $2 million of intersegment trademark fees were recorded as a reduction of expenses in Q1, Q2 and Q3, respectively. As such, total inter-segment trademark fees for 2011 were $16 million.

Table 5

Wyndham Worldwide Corporation

SCHEDULE OF DEBT

(In millions)

	September 30, 2014		June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013

Securitized vacation ownership debt ^(a)
Term notes	$	1,670	$	1,600	$	1,823	$	1,648	$	1,615
Bank conduit facility ^(b)		271		291		156		262		273
Total securitized vacation ownership debt ^(c)		1,941		1,891		1,979		1,910		1,888
Less: Current portion of securitized vacation ownership debt		192		187		192		184		186
Long-term securitized vacation ownership debt	$	1,749	$	1,704	$	1,787	$	1,726	$	1,702


Debt:
Revolving credit facility (due July 2018) ^(d)	$	18	$	16	$	10	$	23	$	74
Commercial paper ^(e)		237		107		184		210		164
$315 million 6.00% senior unsecured notes (due December 2016)^(f)		317		318		318		318		318
$300 million 2.95% senior unsecured notes (due March 2017)		299		299		299		298		298
$14 million 5.75% senior unsecured notes (due February 2018)		14		14		14		14		14
$450 million 2.50% senior unsecured notes (due March 2018)		448		448		447		447		447
$40 million 7.375% senior unsecured notes (due March 2020)		40		40		40		40		40
$250 million 5.625% senior unsecured notes (due March 2021)		247		246		246		246		246
$650 million 4.25% senior unsecured notes (due March 2022)^(g)		646		646		645		643		644
$400 million 3.90% senior unsecured notes (due March 2023)^(h)		401		403		395		387		396
Capital leases		175		186		188		191		185
Other		80		99		100		114		117
Total long-term debt		2,922		2,822		2,886		2,931		2,943
Less: Current portion of long-term debt		49		50		52		49		55
Long-term debt	$	2,873	$	2,772	$	2,834	$	2,882	$	2,888

^(a)

The Company's vacation ownership contract receivables are securitized through bankruptcy-remote special purpose entities ("SPEs") that are consolidated within our financial statements. These bankruptcy-remote SPEs are legally separate from the Company. The receivables held by the bankruptcy-remote SPEs are not available to the Company's creditors and legally are not the Company's assets. Additionally, the creditors of these SPEs have no recourse to the Company for principal and interest.

^(b)

Represents a non-recourse vacation ownership bank conduit facility with a term through August 2016 and borrowing capacity of $650 million. As of September 30, 2014, this facility had a remaining borrowing capacity of $379 million.

^(c)

This debt is collateralized by $2,326 million, $2,287 million, $2,328 million, $2,314 million and $2,306 million of underlying vacation ownership contract receivables and related assets as of September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, respectively.

^(d)

Represents a $1.5 billion revolving credit facility that expires in July 2018. As of September 30, 2014, the Company had $2 million of outstanding letters of credit. After considering outstanding commercial paper borrowings of $237 million, the remaining borrowing capacity was $1.2 billion as of September 30, 2014.

^(e)

Represents commercial paper programs of $1.25 billion with a remaining borrowing capacity of $1.0 billion, as of September 30, 2014.

^(f)

Includes unamortized gains from the settlement of a derivative in the amount of $2 million as of September 30, 2014 and $3 million as of June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013.

^(g)

Includes a $1 million increase and $2 million decrease in the carrying value resulting from a fair value hedge derivative as of September 30, 2014 and December 31, 2013, respectively.

^(h)

Includes a $4 million increase and $10 million decrease in the carrying value resulting from a fair value hedge derivative as of September 30, 2014 and December 31, 2013, respectively.

Table 6

(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS

	As of and For the Three Months Ended September 30, 2014
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)		Average Revenue Per Available Room (RevPAR)

Lodging
Wyndham Hotels and Resorts		182		41,510		67.0	%	$	113.52	$	76.06

TRYP by Wyndham		119		16,910		69.4	%	$	93.45	$	64.85

Wingate by Wyndham		157		14,377		68.2	%	$	89.34	$	60.89

Hawthorn Suites by Wyndham		97		9,685		69.5	%	$	77.13	$	53.62

Ramada		829		114,918		58.5	%	$	82.00	$	47.95

Baymont		359		29,293		59.0	%	$	69.16	$	40.78

Days Inn		1,791		144,405		57.7	%	$	70.77	$	40.83

Super 8		2,476		158,347		63.3	%	$	55.36	$	35.05

Howard Johnson		432		46,303		54.4	%	$	65.79	$	35.77

Travelodge		424		31,117		60.5	%	$	75.65	$	45.74

Microtel Inns & Suites by Wyndham		320		22,862		65.6	%	$	71.02	$	46.59

Knights Inn		394		24,326		50.2	%	$	49.53	$	24.84

Dream		5		989		63.9	%	$	221.73	$	141.74

Night		2		280		76.6	%	$	164.40	$	125.90

Total Lodging		7,587		655,322		60.4	%	$	72.34	$	43.71

Vacation Ownership
Wyndham Vacation Ownership resorts		202		23,498		N/A			N/A		N/A

Total Wyndham Worldwide		7,789		678,820

	As of and For the Three Months Ended September 30, 2013
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)		Average Revenue Per Available Room (RevPAR)

Lodging
Wyndham Hotels and Resorts		144		33,748		60.3	%	$	116.22	$	70.08

TRYP by Wyndham		108		15,218		66.2	%	$	94.58	$	62.61

Wingate by Wyndham		158		14,491		65.6	%	$	86.69	$	56.88

Hawthorn Suites by Wyndham		91		9,126		64.7	%	$	73.12	$	47.31

Ramada		829		113,815		58.0	%	$	80.70	$	46.81

Baymont		323		26,636		57.9	%	$	65.65	$	38.00

Days Inn		1,828		147,891		56.4	%	$	67.76	$	38.25

Super 8		2,382		152,534		64.0	%	$	56.34	$	36.06

Howard Johnson		445		45,199		53.7	%	$	64.43	$	34.57

Travelodge		439		32,773		58.2	%	$	73.66	$	42.87

Microtel Inns & Suites by Wyndham		309		22,085		63.7	%	$	67.61	$	43.08

Knights Inn		377		23,174		47.1	%	$	49.32	$	23.21

Dream		5		990		75.3	%	$	226.39	$	170.40

Night		3		630		69.8	%	$	143.58	$	100.16

Total Lodging		7,441		638,310		59.2	%	$	70.59	$	41.78

Vacation Ownership
Wyndham Vacation Ownership resorts		191		23,440		N/A			N/A		N/A

Total Wyndham Worldwide		7,632		661,750

NOTE: A glossary of terms is included in Table 3 (2 of 2); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding.

Table 6

(2 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS

	As of and For the Nine Months Ended September 30, 2014
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)		Average Revenue Per Available Room (RevPAR)

Lodging
Wyndham Hotels and Resorts		182		41,510		63.2	%	$	114.72	$	72.47

TRYP by Wyndham		119		16,910		62.7	%	$	92.33	$	57.89

Wingate by Wyndham		157		14,377		65.3	%	$	87.14	$	56.93

Hawthorn Suites by Wyndham		97		9,685		66.4	%	$	76.90	$	51.03

Ramada		829		114,918		55.3	%	$	80.22	$	44.36

Baymont		359		29,293		54.4	%	$	66.09	$	35.95

Days Inn		1,791		144,405		52.7	%	$	66.20	$	34.91

Super 8		2,476		158,347		58.4	%	$	51.75	$	30.21

Howard Johnson		432		46,303		49.5	%	$	63.66	$	31.49

Travelodge		424		31,117		53.1	%	$	68.87	$	36.56

Microtel Inns & Suites by Wyndham		320		22,862		61.1	%	$	67.25	$	41.08

Knights Inn		394		24,326		45.9	%	$	47.01	$	21.56

Dream		5		989		70.2	%	$	219.10	$	153.79

Night		2		280		69.4	%	$	147.35	$	102.20

Total Lodging		7,587		655,322		55.8	%	$	69.45	$	38.77

Vacation Ownership
Wyndham Vacation Ownership resorts		202		23,498		N/A			N/A		N/A

Total Wyndham Worldwide		7,789		678,820

	As of and For the Nine Months Ended September 30, 2013
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)		Average Revenue Per Available Room (RevPAR)

Lodging
Wyndham Hotels and Resorts		144		33,748		60.2	%	$	116.07	$	69.90

TRYP by Wyndham		108		15,218		61.7	%	$	95.72	$	59.05

Wingate by Wyndham		158		14,491		62.6	%	$	85.63	$	53.56

Hawthorn Suites by Wyndham		91		9,126		63.7	%	$	72.10	$	45.90

Ramada		829		113,815		53.7	%	$	79.99	$	42.96

Baymont		323		26,636		53.1	%	$	63.44	$	33.70

Days Inn		1,828		147,891		50.4	%	$	64.97	$	32.73

Super 8		2,382		152,534		57.7	%	$	53.25	$	30.71

Howard Johnson		445		45,199		48.3	%	$	62.76	$	30.32

Travelodge		439		32,773		51.3	%	$	68.24	$	35.01

Microtel Inns & Suites by Wyndham		309		22,085		58.9	%	$	64.70	$	38.12

Knights Inn		377		23,174		42.7	%	$	45.56	$	19.44

Dream		5		990		70.8	%	$	222.79	$	157.74

Night		3		630		62.0	%	$	145.14	$	89.99

Total Lodging		7,441		638,310		54.0	%	$	68.56	$	37.00

Vacation Ownership
Wyndham Vacation Ownership resorts		191		23,440		N/A			N/A		N/A

Total Wyndham Worldwide		7,632		661,750

______________

NOTE: A glossary of terms is included in Table 3 (2 of 2); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding.

Table 7

(1 of 2)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION

(In millions)

Three months ended March 31, 2014	Net Revenues			Reported EBITDA			Executive Departure Costs		Venezuela Currency Devaluation ^(b)		VAT Adjustment^(c)			Restructuring Reversal^(d)			Asset Impairment^(e)		Adjusted EBITDA
Lodging	$	237		$	64		$	4	$	-	$	-		$	-		$	-	$	68
Vacation Exchange and Rentals		379			85			-		10		-			-			-		95
Vacation Ownership		593			115			-		-		-			-			-		115
Total Reportable Segments		1,209			264			4		10		-			-			-		278
Corporate and Other ^(a)		(16	)		(34	)		-		-		-			-			-		(34	)
Total Company	$	1,193		$	230		$	4	$	10	$	-		$	-		$	-	$	244

Three months ended June 30, 2014
Lodging	$	283		$	87		$	-	$	-	$	-		$	-		$	-	$	87
Vacation Exchange and Rentals		402			89			-		-		(2	)		-			-		87
Vacation Ownership		673			185			-		-		-			-			-		185
Total Reportable Segments		1,358			361			-		-		(2	)		-			-		359
Corporate and Other ^(a)		(15	)		(35	)		-		-		-			-			-		(35	)
Total Company	$	1,343		$	326		$	-	$	-	$	(2	)	$	-		$	-	$	324

Three months ended September 30, 2014
Lodging	$	315		$	100		$	-	$	-	$	-		$	(1	)	$	8	$	107
Vacation Exchange and Rentals		512			159			-		-		-			-			-		159
Vacation Ownership		704			188			-		-		-			-			-		188
Total Reportable Segments		1,531			447			-		-		-			(1	)		8		454
Corporate and Other ^(a)		(17	)		(36	)		-		-		-			-			-		(36	)
Total Company	$	1,514		$	411		$	-	$	-	$	-		$	(1	)	$	8	$	418

__________________

^(a)

Includes the elimination of transactions between segments.

^(b)

Represents the devaluation of the official exchange rate of Venezuela.

^(c)

Reversal of a reserve for value-added taxes.

^(d)

Relates to the reversal of a portion of a restructuring reserve established during the fourth quarter of 2013.

^(e)

Relates to a write-down of an investment in a joint venture.

Table 7

(2 of 2)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION

(In millions)

Three months ended March 31, 2013	Net Revenues			Reported EBITDA			Legacy Adjustments ^(b)			Acquisition Costs ^(c)		Restructuring Costs ^(d)		Asset Impairment ^(e)		Adjusted EBITDA
Lodging	$	222		$	58		$	-		$	-	$	-	$	-	$	58
Vacation Exchange and Rentals		374			94			-			-		-		-		94
Vacation Ownership		549			111			-			2		-		-		113
Total Reportable Segments		1,145			263			-			2		-		-		265
Corporate and Other ^(a)		(12	)		(29	)		-			-		-		-		(29	)
Total Company	$	1,133		$	234		$	-		$	2	$	-	$	-	$	236

Three months ended June 30, 2013
Lodging	$	262		$	78		$	-		$	-	$	-	$	-	$	78
Vacation Exchange and Rentals		376			85			-			-		-		-		85
Vacation Ownership		630			161			-			-		-		-		161
Total Reportable Segments		1,268			324			-			-		-		-		324
Corporate and Other ^(a)		(15	)		(27	)		-			-		-		-		(27	)
Total Company	$	1,253		$	297		$	-		$	-	$	-	$	-	$	297

Three months ended September 30, 2013
Lodging	$	297		$	95		$	-		$	-	$	-	$	-	$	95
Vacation Exchange and Rentals		470			141			-			-		-		-		141
Vacation Ownership		677			176			-			-		-		-		176
Total Reportable Segments		1,444			412			-			-		-		-		412
Corporate and Other ^(a)		(17	)		(33	)		(1	)		-		-		-		(34	)
Total Company	$	1,427		$	379		$	(1	)	$	-	$	-	$	-	$	378

Three months ended December 31, 2013
Lodging	$	245		$	47		$	-		$	-	$	9	$	8	$	64
Vacation Exchange and Rentals		305			36			-			-		-		-		36
Vacation Ownership		658			172			-			-		-		-		172
Total Reportable Segments		1,208			255			-			-		9		8		272
Corporate and Other ^(a)		(13	)		(33	)		-			-		-		-		(33	)
Total Company	$	1,195		$	222		$	-		$	-	$	9	$	8	$	239

Twelve months ended December 31, 2013
Lodging	$	1,027		$	279		$	-		$	-	$	9	$	8	$	296
Vacation Exchange and Rentals		1,526			356			-			-		-		-		356
Vacation Ownership		2,515			619			-			2		-		-		621
Total Reportable Segments		5,068			1,254			-			2		9		8		1,273
Corporate and Other ^(a)		(59	)		(122	)		1			-		-		-		(121	)
Total Company	$	5,009		$	1,132		$	1		$	2	$	9	$	8	$	1,152

_________________

Note: The sum of the quarters may not agree to the twelve months ended December 31, 2013 due to rounding.

^(a)

Includes the elimination of transactions between segments.

^(b)

Relates to a net (benefit)/expense from the resolution of and adjustment to certain contingent liabilities and assets resulting from the Company's separation from Cendant.

^(c)

Relates to costs incurred in connection with the acquisition of Midtown 45, a NYC property (January 2013).

^(d)

Relates to costs incurred as a result of an organizational realignment initiative.

^(e)

Relates primarily to a non-cash impairment charge from a partial write-down of the Hawthorn trademark.

Table 8

(1 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Three Months Ended September 30, 2014
	As Reported			Restructuring Reversal^(a)			Asset Impairment^(b)			As Adjusted non-GAAP
Net revenues
Service and membership fees	$	717		$			$			$	717
Vacation ownership interest sales		415									415
Franchise fees		189									189
Consumer financing		108									108
Other		85									85
Net revenues		1,514			-			-			1,514

Expenses
Operating		613									613
Cost of vacation ownership interests		49									49
Consumer financing interest		18									18
Marketing and reservation		227									227
General and administrative		188			1						189
Asset impairment		8						(8	)		-
Depreciation and amortization		60									60
Total expenses		1,163			1			(8	)		1,156

Operating income		351			(1	)		8			358
Interest expense		28									28
Interest income		(2	)								(2	)

Income before income taxes		325			(1	)		8			332
Provision for income taxes		119			-			3	^(c)		122

Net income attributable to Wyndham shareholders	$	206		$	(1	)	$	5		$	210

Earnings per share
Basic	$	1.65		$	(0.01	)	$	0.04		$	1.69
Diluted		1.64			(0.01	)		0.04			1.67

Weighted average shares outstanding
Basic		124			124			124			124
Diluted		126			126			126			126

____________

The above table reconciles certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the line items of the income statement in order to assist investors' understanding of the overall impact of such adjustments. This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Note:

EPS amounts may not add due to rounding.

^(a)

Relates to the reversal of a portion of a restructuring reserve established during the fourth quarter of 2013 at the Company's lodging business.

^(b)

Relates to a write-down of an investment in a joint venture at the Company's lodging business.

^(c)

Relates to the tax effect of the adjustment.

Table 8

(2 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Nine Months Ended September 30, 2014
	As Reported			Executive Departure Costs ^(a)			Venezuela Currency Devaluation^(c)			Legacy Adjustments^(d)			VAT Adjustment^(f)			Restructuring Reversal^(g)			Asset Impairment^(h)			As Adjusted non-GAAP
Net revenues
Service and membership fees	$	1,922		$			$			$			$			$			$			$	1,922
Vacation ownership interest sales		1,101																					1,101
Franchise fees		482																					482
Consumer financing		319																					319
Other		226																					226
Net revenues		4,050			-			-			-			-			-			-			4,050

Expenses
Operating		1,721						(10	)														1,711
Cost of vacation ownership interests		129																					129
Consumer financing interest		52																					52
Marketing and reservation		614																					614
General and administrative		564			(4	)					(1	)		2			1						562
Asset impairment		8																		(8	)		-
Depreciation and amortization		175																					175
Total expenses		3,263			(4	)		(10	)		(1	)		2			1			(8	)		3,243

Operating income		787			4			10			1			(2	)		(1	)		8			807
Other income, net		(5	)																				(5	)
Interest expense		84												2									86
Interest income		(6	)																				(6	)

Income before income taxes		714			4			10			1			(4	)		(1	)		8			732
Provision for income taxes		265			1	^(b)		1	^(b)		1	^(e)		(2	)^(b)		-			3	^(b)		269

Net income		449			3			9			-			(2	)		(1	)		5			463
Net income attributable to noncontrolling interest		(1	)		-			-			-			-			-			-			(1	)

Net income attributable to Wyndham shareholders	$	448		$	3		$	9		$	-		$	(2	)	$	(1	)	$	5		$	462

Earnings per share
Basic	$	3.55		$	0.02		$	0.07		$	-		$	(0.02	)	$	(0.01	)	$	0.04		$	3.65
Diluted		3.51			0.02			0.07			-			(0.02	)		(0.01	)		0.04			3.62

Weighted average shares outstanding
Basic		126			126			126			126			126			126			126			126
Diluted		128			128			128			128			128			128			128			128

__________

Note: EPS amounts may not add due to rounding.

^(a)

Related to costs associated with an executive's departure at the Company's lodging business.

^(b)

Relates to the tax effect of the adjustment.

^(c)

Represents the devaluation of the official exchange rate of Venezuela at the Company's vacation exchange and rental business.

^(d)

Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(e)

Relates to the reversal of a state tax accrual.

^(f)

Relates to the reversal of a reserve for value-added taxes at the Company's vacation exchange and rentals business.

^(g)

Relates to the reversal of a portion of a restructuring reserve established during the fourth quarter of 2013 at the Company's lodging business.

^(h)

Relates to a write-down of an invesmtent in a joint venture at the Company's lodging business.

Table 8

(3 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Three Months Ended September 30, 2013
	As Reported			Legacy Adjustments^(a)			As Adjusted non-GAAP
Net revenues
Service fees and membership	$	680		$			$	680
Vacation ownership interest sales		384						384
Franchise fees		186						186
Consumer financing		107						107
Other		70						70
Net revenues		1,427			-			1,427

Expenses
Operating		589						589
Cost of vacation ownership interests		43						43
Consumer financing interest		19						19
Marketing and reservation		213						213
General and administrative		186			1			187
Depreciation and amortization		54						54
Total expenses		1,104			1			1,105

Operating income		323			(1	)		322
Other income, net		(2	)					(2	)
Interest expense		31						31
Interest income		(2	)					(2	)

Income before income taxes		296			(1	)		295
Provision for income taxes		109			(1	)^(b)		108

Net income attributable to Wyndham shareholders	$	187		$	-		$	187

Earnings per share
Basic	$	1.42		$	-		$	1.42
Diluted		1.40			-			1.41

Weighted average shares outstanding
Basic		131			131			131
Diluted		133			133			133

___________

Note: EPS amounts may not add due to rounding.

^(a)

Relates to a net benefit from the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(b)

Relates to a state tax accrual for legacy tax matters.

Table 8

(4 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Nine Months Ended September 30, 2013
	As Reported			Legacy Adjustments^(a)			Acquisition Costs^(c)			Early Extinguishment of Debt ^(e)			As Adjusted non-GAAP
Net revenues
Service fees and membership	$	1,833		$			$			$			$	1,833
Vacation ownership interest sales		995												995
Franchise fees		460												460
Consumer financing		318												318
Other		208												208
Net revenues		3,814			-			-			-			3,814

Expenses
Operating		1,645						(2	)					1,643
Cost of vacation ownership interests		107												107
Consumer financing interest		60												60
Marketing and reservation		570												570
General and administrative		528			(1	)								527
Depreciation and amortization		160												160
Total expenses		3,070			(1	)		(2	)		-			3,067

Operating income		744			1			2			-			747
Other income, net		(6	)											(6	)
Interest expense		97												97
Early extinguishment of debt		111									(111	)		-
Interest income		(6	)											(6	)

Income before income taxes		548			1			2			111			662
Provision for income taxes		201			(2	)^(b)		1	^(d)		42	^(d)		242

Net income		347			3			1			69			420
Net loss attributable to noncontrolling interest		(1	)		-			-			-			(1	)

Net income attributable to Wyndham shareholders	$	346		$	3		$	1		$	69		$	419

Earnings per share
Basic	$	2.58		$	0.02		$	0.01		$	0.51		$	3.12
Diluted		2.55			0.02			0.01			0.50			3.09

Weighted average shares outstanding
Basic		134			134			134			134			134
Diluted		136			136			136			136			136

__________

Note: EPS amounts may not add due to rounding.

^(a)

Relates to a net expense from the resolution of and adjustment to certain contingent liabilites and assets resulting from our separation from Cendant.

^(b)

Relates to a state tax accrual for legacy tax matters.

^(c)

Relates to the costs incurred in connection with the acquisition of Midtown 45, a NYC property (January 2013) at the Company's vacation ownership business.

^(d)

Relates to the tax effect of the adjustment.

^(e)

Represents costs incurred for the early repurchase of a portion of the Company's 7.375%, 5.75% and 6.00% senior unsecured notes and the remaining portion of the 9.875% senior unsecured notes.

Table 9

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATIONS AND FINANCIAL INFORMATION

(In millions)

FREE CASH FLOW

We define free cash flow to be net cash provided by operating activities less property and equipment additions which we also refer to as capital expenditures.

We believe free cash flow to be a useful operating performance measure to evaluate the ability of our operations to generate cash for uses other than capital expenditures and, after debt service and other obligations, our ability to grow our business through acquisitions, development advances and equity investments, as well as our ability to return cash to shareholders through dividends and share repurchases. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities, net cash used in investing activities and net cash used in financing activities as a means for evaluating Wyndham Worldwide is that free cash flow does not represent the total cash movement for the period as detailed in the consolidated statement of cash flows.

The following table provides more details on the GAAP financial measure that is most directly comparable to the non-GAAP financial measure and the related reconciliation between these financial measures:

	Nine Months Ended September 30,
	2014			2013

Net cash provided by operating activities	$	899		$	858
Less: Property and equipment additions		(149	)		(153	)
Free cash flow	$	750		$	705

GROSS VOI SALES

The following table provides a reconciliation of Gross VOI sales (see Table 3) to vacation ownership interest sales (see Table 4):

Year
2014	Q1			Q2			Q3			Q4			Full Year

Gross VOI sales ^(a)	$	410		$	496		$	513			N/A			N/A
Less: Sales under WAAM Fee-for-Service		(44	)		(40	)		(27	)		N/A			N/A
Gross VOI sales, net of WAAM Fee-for-Service sales		366			456			486			N/A			N/A
Less: Loan loss provision		(60	)		(70	)		(70	)		N/A			N/A
Less: Impact of percentage-of-completion accounting		(3	)		(4	)		(1	)		N/A			N/A
Vacation ownership interest sales ^(a)	$	303		$	382		$	415			N/A			N/A

2013

Gross VOI sales ^(a)	$	384		$	481		$	536		$	488		$	1,889
Less: Sales under WAAM Fee-for-Service		(36	)		(44	)		(51	)		(29	)		(160	)
Gross VOI sales, net of WAAM Fee-for-Service sales		347			437			486			459			1,729
Less: Loan loss provision		(84	)		(90	)		(102	)		(73	)		(349	)
Less: Impact of percentage of completion accounting		-			-			-			(1	)		(1	)
Vacation ownership interest sales ^(a)	$	263		$	347		$	384		$	384		$	1,379

2012

Gross VOI sales ^(a)	$	384		$	460		$	502		$	435		$	1,781
Less: Sales under WAAM Fee-for-Service		(17	)		(18	)		(5	)		(10	)		(49	)
Gross VOI sales, net of WAAM Fee-for-Service sales		367			442			497			426			1,732
Less: Loan loss provision		(96	)		(100	)		(124	)		(89	)		(409	)
Vacation ownership interest sales ^(a)	$	271		$	342		$	373		$	337		$	1,323

2011

Gross VOI sales	$	319		$	412		$	455		$	409		$	1,595
Less: Sales under WAAM Fee-for-Service		(18	)		(19	)		(38	)		(31	)		(106	)
Gross VOI sales, net of WAAM Fee-for-Service sales		302			393			417			378			1,489
Less: Loan loss provision		(79	)		(80	)		(96	)		(83	)		(339	)
Vacation ownership interest sales	$	222		$	313		$	320		$	295		$	1,150

_____________

Note: Amounts may not add due to rounding.

^(a) Includes VOI sales under WAAM Just-in-Time beginning in the second quarter of 2012.

The following includes primarily tele-sales upgrades and other non-tour revenues, which are excluded from Gross VOI sales in the Company's VPG calculation (see Table 3):