exv99w1

Exhibit 99.1

Wyndham Worldwide Reports Second Quarter 2010 Earnings
Results Exceed Expectations
Increases Full-Year Guidance

Board Increases Share Repurchase Authorization By $300 Million

PARSIPPANY, N.J. (July 28, 2010) — Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months ended June 30, 2010.

HIGHLIGHTS:

•		Second quarter 2010 diluted earnings per share (EPS) was $0.51, compared with Company-issued guidance of $0.38 — $0.42 and $0.39 in the second quarter of 2009.

•		Free cash flow, which the Company defines as net cash from operations less capital expenditures, equity investments and development advances, increased 32% to $486 million in the first half of 2010, compared with $368 million during the same period in 2009.

•		The Company’s Board of Directors authorized an increase to the current share repurchase program by $300 million. For the quarter, the Company repurchased approximately 2.2 million shares of its common stock at an average price of $24.33.

•		The Company announced on July 26, 2010 that it completed a term securitization transaction involving the issuance of $350 million of investment-grade asset-backed notes at an advance rate of 83.25% and an all-in yield of 4.15%.

“Continued strong operating performance in each of our businesses in the second quarter, combined with a lower overall tax rate, enables us to increase our full-year earnings guidance,” said Stephen P. Holmes, chairman and CEO, Wyndham Worldwide. “We continue to generate significant levels of sustainable free cash flow that we are deploying to drive shareholder value.”

SECOND QUARTER 2010 OPERATING RESULTS

Second quarter revenues of $963 million increased 5% from the prior-year period. The revenue growth primarily reflected continued sales momentum across the Company’s three business units. Excluding the $37 million of Vacation Ownership revenue associated with the percentage-of-completion (POC) accounting method in the second quarter of 2009, second quarter 2010 adjusted revenue growth was 9%.

Net income for the second quarter of 2010 grew 34% to $95 million, or $0.51 per diluted share, compared with net income of $71 million, or $0.39 per diluted share, for the second quarter of 2009. The increase in net income from 2009 primarily reflected the year-over-year improvement in the Exchange and Rentals business, a lower effective tax rate and the favorable net effect of foreign currency.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $178 million in the second quarter of 2010, an increase of 2%, compared with the second quarter of 2009, reflecting increased royalty, marketing and reservation revenues primarily from room growth. In constant currency, second quarter 2010 system-wide RevPAR decreased 1.2%. Including the impact of foreign currency, system-wide RevPAR remained flat in the second quarter of 2010. Second quarter 2010 adjusted EBITDA was $50 million, consistent with 2009.

As of June 30, 2010, the Company’s hotel system consisted of approximately 7,160 properties and 606,800 rooms, of which 24% were international. The development pipeline included approximately 980 hotels and 107,600 rooms, of which 54% were new construction and 49% were international.

Wyndham Hotel Group acquired the Tryp hotel brand from Sol Meliá Hotels & Resorts on June 30th. The acquisition of the midmarket international brand adds 92 hotels or approximately 13,200 rooms concentrated in cosmopolitan cities such as Madrid, Barcelona and Paris.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $281 million in the second quarter of 2010, consistent with the second quarter of 2009. In constant currency, revenues increased by 3%.

Exchange revenues were $161 million, a 2% decline compared with the second quarter of 2009. In constant currency, exchange revenues decreased 3% from the second quarter of 2009 reflecting a 2% decline in exchange revenue per member and a 1% decline in the average number of members.

Vacation rental revenues were $115 million, a 6% increase compared with the second quarter of 2009. In constant currency, vacation rental revenues increased 12% from the second quarter of 2009, reflecting the contribution of incremental revenues from the recently acquired Hoseasons brand.

Second quarter 2010 Exchange and Rentals EBITDA was $78 million, compared with adjusted EBITDA of $58 million in the second quarter of 2009. Excluding a favorable net effect of foreign currency of $10 million, second quarter 2010 adjusted EBITDA increased 17% from the second quarter of 2009, due to the impact of the Hoseasons acquisition and continued cost management efforts.

Vacation Ownership (Wyndham Vacation Ownership)

Gross Vacation Ownership Interest (VOI) sales were $371 million in the second quarter of 2010, up 13% from the second quarter of 2009, reflecting an increase of 16% in volume per guest (VPG), while tour flow remained relatively flat.

Total segment revenues were $505 million in the second quarter of 2010, compared with $467 million in the second quarter of 2009, which included the recognition of $37 million of previously deferred POC revenues. The absence of these revenues in the second quarter of 2010 was more than offset by the reduction in the provision for loan losses of $35 million primarily related to improved credit metrics of the portfolio and a $31 million increase in gross VOI sales.

EBITDA for the second quarter of 2010 was $104 million, compared with adjusted EBITDA of $108 million in the second quarter of 2009. Excluding an estimated $17 million impact from the POC method of accounting in the second quarter of 2009, second quarter 2010 adjusted EBITDA growth was 14%. This growth reflected the lower provision for loan losses and the increase in VOI sales.

Other Items

	•		The Company repurchased approximately 2.2 million shares of its common stock during the second quarter of 2010 at an average price of $24.33 and an additional 525,000 shares at an average price of $21.39 through July 27, 2010.

	•		Interest expense in the second quarter of 2010 was $36 million, an increase of $10 million from the second quarter of 2009, reflecting higher interest expense related to long-term debt issuances in May 2009 and February 2010.

Balance Sheet Information as of June 30, 2010:

	•		Cash and cash equivalents of approximately $240 million, compared with $155 million at December 31, 2009

	•		Vacation ownership contract receivables, net, of $3.0 billion, compared with $3.1 billion at December 31, 2009

	•		Vacation ownership and other inventory of approximately $1.3 billion, unchanged from December 31, 2009

	•		Securitized vacation ownership debt of $1.5 billion, unchanged from December 31, 2009

	•		Other debt of $1.8 billion, compared with $2.0 billion at December 31, 2009, reflecting the repayment of the outstanding balance on the revolving credit facility and a decrease in fair value of the conversion feature related to the Company’s convertible notes. The remaining borrowing capacity on the revolving credit facility was $919 million, compared with $869 million as of December 31, 2009.

A schedule of debt is included in the financial tables section of this press release.

Outlook

The Company increased full-year 2010 guidance:

•

Revenues increased to $3.7 — $4.0 billion from $3.6 — $3.9 billion

	•		Adjusted EBITDA increased to $825 — $860 million from $805 — $840 million

	•		Adjusted diluted EPS increased to $1.78 — $1.88 from $1.56 — $1.71

	•		Lodging RevPAR of 0 — 3% from (3%) — 0

	•		Vacation Ownership VPG of 10% — 14% from 6% — 9%

For the third quarter of 2010, the Company expects adjusted diluted EPS of $0.60 — $0.64.

The guidance reflects assumptions used for internal planning purposes. All guidance excludes legacy items, restructuring costs, debt extinguishment and acquisition costs, if any, which may have a positive or negative impact on reported results. If economic conditions change materially from current levels, these assumptions and our guidance may change materially.

Board Increases Share Repurchase Authorization

The Company’s Board of Directors has increased the authorization for the stock repurchase program by $300 million. As of July 27, 2010, $91 million remained unused under the previous $200 million authorization. The amount and timing of specific repurchases is subject to market conditions, applicable legal requirements and other factors. Repurchases may be conducted in the open market or in privately negotiated transactions.

Completed $350 Million Term Securitization

On July 26, 2010, the Company announced that it completed a term securitization transaction involving the issuance of $350 million of investment-grade, asset-backed notes with an advance rate of 83.25%. Sierra Timeshare 2010-2 Receivables Funding LLC issued $286 million of A rated and $64 million of BBB rated notes, with coupons of 3.84% and 5.31%, respectively, backed by vacation ownership loans.

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss this news on Wednesday, July 28, 2010 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 at the website for approximately 90 days beginning at noon EDT on July 28, 2010. The conference call may also be accessed by dialing (800) 369-2052 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 July 28, 2010, at (800) 876-5258.

Presentation of Financial Information

Financial information discussed in this press release includes both GAAP and non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported results and are intended to illustrate what management believes are relevant period-over-period comparisons. A complete reconciliation of reported GAAP

results to the comparable non-GAAP information appears in the financial tables section of the press release.

About Wyndham Worldwide Corporation

As one of the world’s largest hospitality companies, Wyndham Worldwide offers individual consumers and business-to-business customers a broad suite of hospitality products and services across various accommodation alternatives and price ranges through its premier portfolio of world-renowned brands. Wyndham Hotel Group encompasses approximately 7,160 franchised hotels and approximately 606,800 hotel rooms worldwide. Wyndham Exchange & Rentals offers leisure travelers, including its 3.8 million members, access to over 80,000 vacation properties located in approximately 100 countries. Wyndham Vacation Ownership develops, markets and sells vacation ownership interests and provides consumer financing to owners through its network of over 155 vacation ownership resorts serving over 820,000 owners throughout North America, the Caribbean and the South Pacific. Wyndham Worldwide, headquartered in Parsippany, N.J., employs approximately 25,000 employees globally.

For more information about Wyndham Worldwide, please visit the Company’s website at 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, related financial and operating measures and share repurchases.

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 and terrorist activity, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, as well as those described in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on April 30, 2010. 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.

# # #

Table 1

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), interest income (excluding consumer financing interest) and income taxes, each of which is presented on the Company’s Consolidated Statements of Operations. The Company believes that EBITDA is a useful measure of performance for the Company’s industry segments which, when considered with GAAP measures, the Company believes 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 for the three and six months ended June 30, 2010 and 2009:


	Three Months Ended June 30,
	2010						2009
	Net Revenues			EBITDA			Net Revenues			EBITDA^(e)
Lodging	$	178		$	49	^(d)	$	174		$	50
Vacation Exchange and Rentals		281			78			280			56
Vacation Ownership		505			104			467			107	^(f)

Total Reportable Segments		964			231			921			213
Corporate and Other ^(a)(b)		(1	)		(14	)		(1	)		(17	)

Total Company	$	963		$	217		$	920		$	196


Reconciliation of EBITDA to Net Income

EBITDA				$	217					$	196
Depreciation and amortization					42						45
Interest expense					36						26
Interest income					(2	)					(2	)

Income before income taxes					141						127
Provision for income taxes					46						56

Net income				$	95					$	71


	Six Months Ended June 30,
	2010						2009
	Net Revenues			EBITDA			Net Revenues			EBITDA⁽ⁱ⁾
Lodging	$	322		$	82	^(d)	$	328		$	85
Vacation Exchange and Rentals		582			158	^(g)		566			132
Vacation Ownership		950			186			929			151	^(j)

Total Reportable Segments		1,854			426			1,823			368
Corporate and Other ^(a)(c)		(5	)		(34	)		(2	)		(39	)

Total Company	$	1,849		$	392		$	1,821		$	329


Reconciliation of EBITDA to Net Income

EBITDA				$	392					$	329
Depreciation and amortization					85						88
Interest expense					86	^(h)					45
Interest income					(2	)					(4	)

Income before income taxes					223						200
Provision for income taxes					78						84

Net income				$	145					$	116


^(a)		Includes the elimination of transactions between segments.

^(b)		Includes $1 million, net of tax, of a net benefit and $2 million, net of tax, of a net expense during the three months ended June 30, 2010 and 2009, respectively, related to the resolution of and adjustment to certain contingent liabilities and assets.

^(c)		Includes $1 million ($0, net of tax) and $3 million ($3 million, net of tax) of a net expense during the six months ended June 30, 2010 and 2009, respectively, related to the resolution of and adjustment to certain contingent liabilities and assets.

^(d)		Includes $1 million ($1 million, net of tax) related to costs incurred in connection with the Company’s acquisition of the Tryp hotel brand during June 2010.

^(e)		Includes restructuring costs of $2 million and $1 million for Vacation Exchange and Rentals and Vacation Ownership, respectively. The after-tax impact of such costs is $2 million.

^(f)		Includes a non-cash impairment charge of $3 million ($2 million, net of tax) to reduce the value of certain vacation ownership properties and related assets held for sale that are no longer consistent with the Company’s development plans.

^(g)		Includes $4 million ($3 million, net of tax) related to costs incurred in connection with the Company’s acquisition of Hoseasons Holdings Ltd. during March 2010.

^(h)		Includes $1 million and $15 million for Vacation Ownership and Corporate and Other, respectively, of costs incurred for the early extinguishment of the Company’s term loan facility and revolving foreign credit facility during March 2010. The after-tax impact of such costs is $10 million.

⁽ⁱ⁾		Includes restructuring costs of $3 million, $6 million, $36 million and $1 million for Lodging, Vacation Exchange and Rentals, Vacation Ownership and Corporate and Other, respectively. The after-tax impact of such costs is $29 million.

^(j)		Includes a non-cash impairment charge of $8 million ($6 million, net of tax) to reduce the value of certain vacation ownership properties and related assets held for sale that are no longer consistent with the Company’s development plans.

Table 2

Wyndham Worldwide Corporation
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Net revenues
Service fees and membership	$	409		$	397		$	833		$	797
Vacation ownership interest sales		271			242			488			482
Franchise fees		120			117			211			216
Consumer financing		106			109			211			217
Other		57			55			106			109

Net revenues		963			920			1,849			1,821


Expenses
Operating		387	^(a)		391			769	^(a)		759
Cost of vacation ownership interests		49			33			86			82
Consumer financing interest		29			35			53			67
Marketing and reservation		138			137			261			275
General and administrative^(b)		146			122			293			258
Asset impairment		—			3	^(c)		—			8	^(c)
Restructuring costs		—			3	^(d)		—			46	^(d)
Depreciation and amortization		42			45			85			88

Total expenses		791			769			1,547			1,583


Operating income		172			151			302			238
Other income, net		(3	)		—			(5	)		(3	)
Interest expense		36			26			86	^(e)		45
Interest income		(2	)		(2	)		(2	)		(4	)


Income before income taxes		141			127			223			200
Provision for income taxes		46			56			78			84


Net income	$	95		$	71		$	145		$	116


Earnings per share
Basic	$	0.53		$	0.40		$	0.81		$	0.65
Diluted		0.51			0.39			0.78			0.64

Weighted average shares outstanding
Basic		180			179			180			178
Diluted		187			182			186			180


^(a)		Includes $1 million ($1 million, net of tax) during both the three and six months ended June 30, 2010 related to costs incurred in connection with the Company’s June 2010 acquisition of the Tryp hotel brand. The six months ended June 30, 2010 also includes $4 million ($3 million, net of tax) of costs incurred in connection with the Company’s March 2010 acquisition of Hoseasons Holdings Ltd.

^(b)		Includes $1 million, net of tax, of a net benefit and $2 million, net of tax, of a net expense during the three months ended June 30, 2010 and 2009, respectively, and $1 million ($0, net of tax) and $3 million ($3 million, net of tax) of a net expense during the six months ended June 30, 2010 and 2009, respectively, related to the resolution of and adjustment to certain contingent liabilities and assets.

^(c)		Relates to non-cash impairment charges to reduce the value of certain vacation ownership properties and related assets held for sale that are no longer consistent with the Company’s development plans. The after-tax impact of such charges was $2 million and $6 million during the three and six months ended June 30, 2009, respectively.

^(d)		Relates to costs incurred as a result of various strategic initiatives approved by the Company and commenced during 2008. The after-tax impact of such costs was $2 million and $29 million during the three and six months ended June 30, 2009, respectively.

^(e)		Includes costs incurred for the early extinguishment of the Company’s term loan facility and revolving foreign credit facility during March 2010. The after-tax impact of such costs was $10 million.

Table 3
(1 of 3)

Wyndham Worldwide Corporation
OPERATING STATISTICS


	Year		Q1		Q2		Q3		Q4		Full Year

Lodging ^{(a) (b)}

Number of Rooms		2010		593,300		606,800		N/A		N/A		N/A
		2009		588,500		590,200		590,900		597,700		N/A
		2008		551,100		551,500		583,400		592,900		N/A
		2007		539,300		541,700		540,900		550,600		N/A

RevPAR		2010	$	25.81	$	32.25		N/A		N/A		N/A
		2009	$	27.69	$	32.38	$	34.81	$	26.47	$	30.34
		2008	$	32.21	$	38.87	$	41.93	$	30.03	$	35.74
		2007	$	31.35	$	38.35	$	43.10	$	33.09	$	36.48

Vacation Exchange and Rentals^(c)

Average Number of Members (in 000s)		2010		3,746		3,741		N/A		N/A		N/A
		2009		3,789		3,795		3,781		3,765		3,782
		2008		3,632		3,682		3,673		3,693		3,670
		2007		3,474		3,506		3,538		3,588		3,526

Exchange Revenue Per Member		2010	$	201.93	$	172.20		N/A		N/A		N/A
		2009	$	194.83	$	174.22	$	173.90	$	163.89	$	176.73
		2008	$	234.05	$	201.04	$	193.39	$	165.99	$	198.48
		2007	$	236.71	$	203.84	$	203.44	$	195.86	$	209.80

Vacation Rental Transactions (in 000s) ^(d)		2010		291		297		N/A		N/A		N/A
		2009		273		231		264		196		964
		2008		269		220		255		191		936
		2007		272		223		254		192		942

Average Net Price Per Vacation Rental^(d)		2010	$	361.17	$	387.01		N/A		N/A		N/A
		2009	$	353.15	$	471.74	$	594.34	$	499.66	$	477.38
		2008	$	442.50	$	541.69	$	659.93	$	460.86	$	528.95
		2007	$	365.20	$	465.60	$	598.26	$	504.47	$	480.32

Vacation Ownership
Gross Vacation Ownership Interest (VOI) Sales (in 000s)^(e)		2010	$	308,000	$	371,000		N/A		N/A		N/A
		2009	$	280,000	$	327,000	$	366,000	$	343,000	$	1,315,000
		2008	$	458,000	$	532,000	$	566,000	$	432,000	$	1,987,000
		2007	$	430,000	$	523,000	$	552,000	$	488,000	$	1,993,000

Tours		2010		123,000		163,000		N/A		N/A		N/A
		2009		137,000		164,000		173,000		142,000		617,000
		2008		255,000		314,000		334,000		240,000		1,143,000
		2007		240,000		304,000		332,000		268,000		1,144,000

Volume Per Guest (VPG)		2010	$	2,334	$	2,156		N/A		N/A		N/A
		2009	$	1,866	$	1,854	$	1,944	$	2,210	$	1,964
		2008	$	1,668	$	1,583	$	1,550	$	1,630	$	1,602
		2007	$	1,607	$	1,596	$	1,545	$	1,690	$	1,606


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

^(a)		Includes the impact of the acquisition of Microtel Inns & Suites and Hawthorn Suites (July 2008) from the acquisition date forward. Therefore, the operating statistics are not presented on a comparable basis.

^(b)		Number of rooms includes the impact of the acquisition of the Tryp hotel brand (June 2010) from the acquisition date forward and, as such, the number of rooms is not presented on a comparable basis. RevPAR excludes the impact of the acquisiton of the Tryp hotel brand as the acquisition was not completed until June 30, 2010.

^(c)		Vacation Exchange and Rentals statistics were revised during the first quarter of 2010 to capture member-related rentals and other servicing fees as components of the exchange statistics. Prior to the first quarter of 2010, such amounts were included within the Company’s vacation rental statistics and other ancillary revenues.

^(d)		Includes the impact of the acquisition of Hoseasons Holdings Ltd. (March 2010) from the acquisition date forward. Therefore, the operating statistics are not presented on a comparable basis.

^(e)		Includes gross VOI sales under the Company’s Wyndham Asset Affiliate Model (WAAM) beginning in the first quarter of 2010 (see Table 9 for a reconciliation of Gross VOI sales to Vacation ownership interest sales).

Table 3
(2 of 3)

Wyndham Worldwide Corporation
ADDITIONAL DATA


	Year		Q1			Q2			Q3			Q4			Full Year

Lodging ^(a)

Number of Properties		2010		7,090			7,160			N/A			N/A			N/A
		2009		6,990			7,020			7,040			7,110			N/A
		2008		6,550			6,560			6,970			7,040			N/A
		2007		6,450			6,460			6,460			6,540			N/A

Vacation Ownership

Deferred Revenues (in 000s)^(b)		2010	$	—		$	—			N/A			N/A			N/A
		2009	$	66,516		$	37,140		$	36,102		$	46,784		$	186,543
		2008	$	(81,716	)	$	(5,240	)	$	(2,023	)	$	13,870		$	(75,108	)
		2007	$	3,906		$	(4,908	)	$	506		$	(21,092	)	$	(21,588	)

Provision for Loan Losses (in 000s) ^(c)		2010	$	86,332		$	87,331			N/A			N/A			N/A
		2009	$	107,202		$	121,641		$	117,111		$	103,115		$	449,069
		2008	$	82,344		$	112,669		$	118,609		$	136,090		$	449,712
		2007	$	60,869		$	75,032		$	85,762		$	83,644		$	305,307

Sales under the WAAM (in 000s) ^(d)		2010	$	5,000		$	13,000			N/A			N/A			N/A

WAAM Commission Revenues (in 000s)		2010	$	3,000		$	8,000			N/A			N/A			N/A


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

^(a)		Information includes the impact of the acquisition of Microtel Inns & Suites and Hawthorn Suites (July 2008) and the Tryp hotel brand (June 2010) from the acquisition date forward. Therefore, the data is not presented on a comparable basis.

^(b)		Represents the revenue that is deferred under the percentage of completion method of accounting. Under the percentage of completion method of accounting, a portion of the total revenue from a vacation ownership contract sale is not recognized if the construction of the vacation resort has not yet been fully completed. This revenue will be recognized in future periods in proportion to the costs incurred as compared to the total expected costs for completion of construction of the vacation resort. Positive amounts represent the recognition of previously deferred revenues.

^(c)		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.

^(d)		Represents gross VOI sales under the Company’s WAAM for which the Company earns commission revenue (WAAM Commission Revenues). The commission revenue earned on these sales is included in service fees and membership revenues on the Consolidated Statement of Income. The Company implemented this sales model during the first quarter of 2010 and, as such, there is no historical data prior to 2010.

Table 3
(3 of 3)

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, (ii) properties affiliated with the Wyndham Hotels and Resorts brand for which we receive a fee for reservation and/or other services provided or (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 pay annual membership dues. For additional fees, such participants are entitled to exchange intervals for intervals at other properties affiliated with our vacation exchange business. In addition, certain participants may exchange intervals for other leisure-related products and services.

Exchange Revenue Per Member: Represents total revenue 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 in connection with customers booking their vacation rental stays through us. One rental transaction is recorded each time a standard one-week rental is booked.

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

Vacation Ownership

Gross Vacation Ownership Interest Sales: Represents sales of vacation ownership interest (VOIs), including Wyndham Asset Affiliation Model 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. We believe that Gross VOI sales provides an enhanced understanding of the performance of our vacation ownership business because it directly measures the sales volume of this business during a given reporting period.

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

Volume per Guest (VPG): Represents gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) divided by the number of tours. We have 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 2007-2010. We believe that VPG provides an enhanced understanding of the performance of our vacation ownership business because it directly measures the efficiency of this business’ tour selling efforts during a given reporting period.

General

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

Table 4

Wyndham Worldwide Corporation
REVENUE DETAIL BY REPORTABLE SEGMENT
(In millions)


	2010											2009
	Q1		Q2		Q3		Q4			Year		Q1		Q2		Q3		Q4		Year

Lodging
Royalties and Franchise Fees	$	52	$	69		N/A		N/A			N/A	$	57	$	68	$	72	$	57	$	254
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		50		65		N/A		N/A			N/A		54		66		73		53		246
Hotel Management Reimbursable Revenues ^(b)		21		20		N/A		N/A			N/A		22		23		21		19		85
Ancillary Revenues ^(c)		21		24		N/A		N/A			N/A		21		17		17		20		75

Total Lodging		144		178		N/A		N/A			N/A		154		174		183		149		660


Vacation Exchange and Rentals
Exchange Revenues		189		161		N/A		N/A			N/A		185		165		164		154		668
Rental Revenues		105		115		N/A		N/A			N/A		96		109		157		98		460
Ancillary Revenues ^(d)		6		5		N/A		N/A			N/A		6		6		6		6		24

Total Vacation Exchange and Rentals		300		281		N/A		N/A			N/A		287		280		327		258		1,152


Vacation Ownership
Vacation Ownership Interest Sales		217		271		N/A		N/A			N/A		239		242		285		287		1,053
Consumer Financing		105		106		N/A		N/A			N/A		109		109		108		109		435
Property Management Fees		100		100		N/A		N/A			N/A		91		94		96		95		376
Ancillary Revenues ^(e)		22		28		N/A		N/A			N/A		23		22		19		17		81

Total Vacation Ownership		444		505		N/A		N/A			N/A		462		467		508		508		1,945

Total Reportable Segments	$	888	$	964		N/A		N/A			N/A	$	903	$	921	$	1,018	$	915	$	3,757


	2008												2007
	Q1		Q2		Q3		Q4			Year		Q1		Q2		Q3		Q4		Year

Lodging
Royalties and Franchise Fees	$	64	$	78	$	88	$	66		$	297	$	63	$	78	$	89	$	67	$	296
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		60		75		84		61			280		60		73		84		64		281
Hotel Management Reimbursable Revenues ^(b)		27		26		25		21			100		16		22		26		28		92
Ancillary Revenues ^(c)		19		21		16		22			76		13		13		12		17		56


Total Lodging		170		200		213		170			753		152		186		211		176		725


Vacation Exchange and Rentals
Exchange Revenues		213		185		178		152			728		206		179		180		175		740
Rental Revenues		119		119		169		88			495		99		104		152		97		452
Ancillary Revenues ^(d)		9		10		7		10			36		9		5		4		8		26

Total Vacation Exchange and Rentals		341		314		354		250			1,259		314		288		336		280		1,218


Vacation Ownership
Vacation Ownership Interest Sales		294		414		446		309			1,463		373		443		467		383		1,666
Consumer Financing		99		104		111		112			426		81		88		93		96		358
Property Management Fees		85		84		89		89			346		74		78		79		78		310
Ancillary Revenues ^(e)		26		19		15		(18	)		43		21		20		32		19		91

Total Vacation Ownership		504		621		661		492			2,278		549		629		671		576		2,425

Total Reportable Segments	$	1,015	$	1,135	$	1,228	$	912		$	4,290	$	1,015	$	1,103	$	1,218	$	1,032	$	4,368


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

^(a)		Marketing and reservation revenues represent fees we receive 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 we receive relating to our loyalty program.

^(b)		Primarily represents payroll costs in our hotel management business that we pay on behalf of property owners and for which we are reimbursed by the property owners.

^(c)		Primarily includes additional services provided to franchisees.

^(d)		Primarily includes fees generated from programs with affiliated resorts.

^(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 businesses.

Table 5

Wyndham Worldwide Corporation
SCHEDULE OF DEBT
(In millions)


	June 30,		March 31,		December 31,		September 30,		June 30,
	2010		2010		2009		2009		2009
Securitized vacation ownership debt
Term notes	$	1,255	$	1,258	$	1,112	$	1,305	$	1,290
Bank conduit facilities ^(a)		291		240		395		299		340

Securitized vacation ownership debt ^(b)		1,546		1,498		1,507		1,604		1,630
Less: Current portion of securitized vacation ownership debt		248		220		209		291		288

Long-term securitized vacation ownership debt	$	1,298	$	1,278	$	1,298	$	1,313	$	1,342


Debt:
6.00% senior unsecured notes (due December 2016) ^(c)	$	798	$	798	$	797	$	797	$	797
Term loan ^(d)		—		—		300		300		300
Revolving credit facility (due October 2013) ^(e)		—		199		—		21		30
9.875% senior unsecured notes (due May 2014) ^(f)		239		239		238		237		237
3.50% convertible notes (due May 2012) ^(g)		362		448		367		309		253
7.375% senior unsecured notes (due March 2020) ^(h)		247		247		—		—		—
Vacation ownership bank borrowings⁽ⁱ⁾		—		—		153		163		154
Vacation rentals capital leases		110		123		133		139		135
Other		36		28		27		23		22

Total debt		1,792		2,082		2,015		1,989		1,928
Less: Current portion of debt		29		23		175		176		169

Long-term debt	$	1,763	$	2,059	$	1,840	$	1,813	$	1,759


^(a)		Represents (i) a 364-day, non-recourse vacation ownership bank conduit facility with a term through October 2010 and borrowing capacity of $600 million and (ii) the outstanding balance of the Company’s prior bank conduit facility through October 8, 2009, the date on which such balance was repaid. As of June 30, 2010, our 364-day facility has remaining borrowing capacity of $309 million.

^(b)		This debt is collateralized by $2,862 million, $2,712 million, $2,755 million, $2,947 million and $2,916 million of underlying vacation ownership contract receivables and related assets as of June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

^(c)		The balance as of June 30, 2010 represents $800 million aggregate principal less $2 million of unamortized discount.

^(d)		The Company’s term loan facility was fully repaid during March 2010.

^(e)		During March 2010, the Company replaced its five-year $900 million revolving credit facility with a $950 million revolving credit facility that expires on October 1, 2013. As of June 30, 2010, the Company has $31 million of outstanding letters of credit and a remaining borrowing capacity of $919 million.

^(f)		Represents senior unsecured notes issued by the Company during May 2009. The balance as of June 30, 2010 represents $250 million aggregate principal less $11 million of unamortized discount.

^(g)		Represents convertible notes issued by the Company during May 2009, which includes debt principal, less unamortized discount, and a liability related to a bifurcated conversion feature. The following table details the components of the convertible notes:


	June 30, 2010			March 31, 2010			December 31, 2009			September 30, 2009			June 30, 2009
Debt principal	$	230		$	230		$	230		$	230		$	230
Unamortized discount		(31	)		(35	)		(39	)		(43	)		(46	)

Debt less discount		199			195			191			187			184
Fair value of conversion feature ^(*)		163			253			176			122			69

Convertible notes	$	362		$	448		$	367		$	309		$	253


	(*)		The Company also has an asset with a fair value equal to the conversion feature, which represents cash-settled call options that the Company purchased concurrent with the issuance of the convertible notes.


^(h)		Represents senior unsecured notes issued by the Company during February 2010. The balance as of June 30, 2010 represents $250 million aggregate principal less $3 million of unamortized discount.

⁽ⁱ⁾		Represents a 364-day, AUD 213 million, secured, revolving foreign credit facility, which was paid down and terminated during March 2010.

Table 6
(1 of 2)

Wyndham Worldwide Corporation
HOTEL BRAND SYSTEMS DETAILS


	As of and For the Three Months Ended June 30, 2010
										Average
										Revenue Per
										Available
	Number of				Average			Average Daily		Room
Brand	Properties		Number of Rooms		Occupancy Rate			Rate (ADR)		(RevPAR)

Wyndham Hotels and Resorts		99		27,771		59.5	%	$	108.71	$	64.66
Tryp ^(a)		92		13,236		N/A			N/A		N/A
Wingate by Wyndham		164		15,020		61.5	%	$	79.97	$	49.15
Hawthorn Suites by Wyndham		80		7,563		57.7	%	$	78.07	$	45.08
Ramada		901		118,521		51.3	%	$	71.95	$	36.88
Baymont		242		20,496		49.6	%	$	61.26	$	30.38
Days Inn		1,857		148,457		48.6	%	$	60.66	$	29.47
Super 8		2,149		134,189		51.6	%	$	55.89	$	28.86
Howard Johnson		477		45,513		46.8	%	$	60.84	$	28.48
Travelodge		442		32,762		45.9	%	$	62.35	$	28.63
Microtel Inns & Suites		318		22,666		52.3	%	$	56.90	$	29.76
Knights Inn		338		20,157		37.9	%	$	41.80	$	15.84
Affiliated Hotels^(b)		2		404		N/A			N/A		N/A

Total		7,161		606,755		50.2	%	$	64.27	$	32.25


	As of and For the Three Months Ended June 30, 2009
										Average
										Revenue Per
										Available
	Number of				Average			Average Daily		Room
Brand	Properties		Number of Rooms		Occupancy Rate			Rate (ADR)		(RevPAR)

Wyndham Hotels and Resorts		85		22,562		55.1	%	$	117.44	$	64.66
Wingate by Wyndham		165		15,109		57.1	%	$	85.57	$	48.87
Hawthorn Suites by Wyndham		90		8,386		53.3	%	$	84.88	$	45.22
Ramada		894		116,225		48.3	%	$	74.04	$	35.78
Baymont		234		19,850		48.3	%	$	64.64	$	31.19
Days Inn		1,856		149,901		48.5	%	$	64.45	$	31.24
Super 8		2,116		131,282		51.6	%	$	56.66	$	29.22
Howard Johnson		475		45,679		42.6	%	$	62.53	$	26.61
Travelodge		464		34,911		45.6	%	$	62.23	$	28.40
Microtel Inns & Suites		317		22,660		53.5	%	$	55.17	$	29.54
Knights Inn		317		20,039		39.2	%	$	43.49	$	17.03
Affiliated Hotels^(b)		11		3,549		N/A			N/A		N/A

Total		7,024		590,153		48.9	%	$	66.22	$	32.38


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

^(a)		The Tryp hotel brand was acquired on June 30, 2010 and, as such, average occupancy rate, ADR and RevPAR are not relevant.

^(b)		Represents properties managed under a joint venture and, as of December 31, 2009, also includes properties for which we receive a fee for reservation services provided. As these properties are not branded, operating statistics (such as average occupancy rate, ADR and RevPAR) are not relevant.

Table 6
(2 of 2)

Wyndham Worldwide Corporation
HOTEL BRAND SYSTEMS DETAILS


	As of and For the Six Months Ended June 30, 2010
										Average
										Revenue Per
										Available
	Number of				Average			Average Daily		Room
Brand	Properties		Number of Rooms		Occupancy Rate			Rate (ADR)		(RevPAR)

Wyndham Hotels and Resorts		99		27,771		55.4	%	$	110.61	$	61.25
Tryp ^(a)		92		13,236		N/A			N/A		N/A
Wingate by Wyndham		164		15,020		56.6	%	$	78.81	$	44.63
Hawthorn Suites by Wyndham		80		7,563		53.4	%	$	77.56	$	41.41
Ramada		901		118,521		47.2	%	$	72.32	$	34.15
Baymont		242		20,496		45.5	%	$	59.65	$	27.13
Days Inn		1,857		148,457		43.6	%	$	59.39	$	25.92
Super 8		2,149		134,189		46.4	%	$	54.59	$	25.34
Howard Johnson		477		45,513		42.8	%	$	59.42	$	25.44
Travelodge		442		32,762		42.0	%	$	61.92	$	25.99
Microtel Inns & Suites		318		22,666		48.0	%	$	56.04	$	26.88
Knights Inn		338		20,157		35.5	%	$	40.46	$	14.36
Affiliated Hotels^(b)		2		404		N/A			N/A		N/A

Total		7,161		606,755		45.7	%	$	63.60	$	29.04


	As of and For the Six Months Ended June 30, 2009
										Average
										Revenue Per
										Available
	Number of				Average			Average Daily		Room
Brand	Properties		Number of Rooms		Occupancy Rate			Rate (ADR)		(RevPAR)

Wyndham Hotels and Resorts		85		22,562		53.4	%	$	120.80	$	64.47
Wingate by Wyndham		165		15,109		53.9	%	$	85.39	$	46.04
Hawthorn Suites by Wyndham		90		8,386		52.0	%	$	87.33	$	45.37
Ramada		894		116,225		46.2	%	$	74.23	$	34.29
Baymont		234		19,850		46.0	%	$	63.22	$	29.10
Days Inn		1,856		149,901		45.0	%	$	62.07	$	27.90
Super 8		2,116		131,282		47.6	%	$	55.76	$	26.55
Howard Johnson		475		45,679		41.2	%	$	61.31	$	25.28
Travelodge		464		34,911		42.6	%	$	59.84	$	25.49
Microtel Inns & Suites		317		22,660		49.6	%	$	55.53	$	27.54
Knights Inn		317		20,039		37.6	%	$	42.35	$	15.94
Affiliated Hotels^(b)		11		3,549		N/A			N/A		N/A

Total		7,024		590,153		45.9	%	$	65.41	$	30.04


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

^(a)		The Tryp hotel brand was acquired on June 30, 2010 and, as such, average occupancy rate, ADR and RevPAR are not relevant.

^(b)		Represents properties managed under a joint venture and, as of December 31, 2009, also includes properties for which we receive a fee for reservation services provided. As these properties are not branded, operating statistics (such as average occupancy rate, ADR and RevPAR) are not relevant.

Table 7
(1 of 2)

Wyndham Worldwide
NON-GAAP RECONCILIATION
(In millions)


				Reported			Acquisition		Legacy		Adjusted
	Net Revenues			EBITDA			Costs^(b)		Adjustments^(c)		EBITDA

Three months ended March 31, 2010
Lodging	$	144		$	33		$	—	$	—	$	33
Vacation Exchange and Rentals		300			80			4		—		84
Vacation Ownership		444			82			—		—		82

Total Reportable Segments		888			195			4		—		199
Corporate and Other ^(a)		(2	)		(20	)		—		2		(18	)

Total Company	$	886		$	175		$	4	$	2	$	181


				Reported			Acquisition		Legacy		Adjusted
	Net Revenues			EBITDA			Costs ^(b)		Adjustments ^(c)		EBITDA

Three months ended June 30, 2010
Lodging	$	178		$	49		$	1	$	—	$	50
Vacation Exchange and Rentals		281			78			—		—		78
Vacation Ownership		505			104			—		—		104

Total Reportable Segments		964			231			1		—		232
Corporate and Other ^(a)		(1	)		(14	)		—		—		(14	)

Total Company	$	963		$	217		$	1	$	—	$	218


Note:		Amounts may not foot across due to rounding.

^(a)		Includes the elimination of transactions between segments.

^(b)		Relates to costs incurred in connection with the Company’s acquisitions of Hoseasons Holdings Ltd. during March 2010 and the Tryp hotel brand during June 2010.

^(c)		Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets.

Table 7
(2 of 2)

Wyndham Worldwide
NON-GAAP RECONCILIATIONS
(In millions)


				Reported			Restructuring		Legacy		Adjusted
	Net Revenues			EBITDA			Related Costs^(b)		Adjustments^(c)		EBITDA

Three months ended March 31, 2009
Lodging	$	154		$	35		$	3	$	—	$	38
Vacation Exchange and Rentals		287			76			4		—		80
Vacation Ownership		462			44			35		—		79

Total Reportable Segments		903			155			42		—		197
Corporate and Other ^(a)		(2	)		(21	)		1		4		(16	)

Total Company	$	901		$	134		$	43	$	4	$	181


Three months ended June 30, 2009
Lodging	$	174		$	50		$	—	$	—	$	50
Vacation Exchange and Rentals		280			56			2		—		58
Vacation Ownership		467			107			1		—		108

Total Reportable Segments		921			213			3		—		216
Corporate and Other ^(a)		(1	)		(17	)		—		—		(17	)

Total Company	$	920		$	196		$	3	$	—	$	199


Three months ended September 30, 2009
Lodging	$	183		$	58		$	—	$	—	$	58
Vacation Exchange and Rentals		327			107			—		—		107
Vacation Ownership		508			104			—		—		104

Total Reportable Segments		1,018			269			—		—		269
Corporate and Other ^(a)		(2	)		(15	)		—		2		(13	)

Total Company	$	1,016		$	254		$	—	$	2	$	256


Three months ended December 31, 2009
Lodging	$	149		$	32		$	—	$	—	$	32
Vacation Exchange and Rentals		258			48			—		—		48
Vacation Ownership		508			132			—		—		132

Total Reportable Segments		915			212			—		—		212
Corporate and Other ^(a)		(2	)		(18	)		—		—		(18	)

Total Company	$	913		$	194		$	—	$	—	$	194


Twelve months ended December 31, 2009
Lodging	$	660		$	175		$	3	$	—	$	178
Vacation Exchange and Rentals		1,152			287			6		—		293
Vacation Ownership		1,945			387			36		—		423

Total Reportable Segments		3,757			849			45		—		894
Corporate and Other ^(a)		(7	)		(71	)		1		6		(64	)

Total Company	$	3,750		$	778		$	46	$	6	$	830


Note:		Amounts may not foot across due to rounding.

^(a)		Includes the elimination of transactions between segments.

^(b)		Relates to costs incurred as a result of various strategic initiatives commenced by the Company during 2008.

^(c)		Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets.

Table 8
(1 of 4)

Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)


	Three Months Ended June 30, 2010
							Legacy
	As Reported			Acquisition Costs			Adjustments ^(b)			As Adjusted
Net revenues
Service fees and membership	$	409								$	409
Vacation ownership interest sales		271									271
Franchise fees		120									120
Consumer financing		106									106
Other		57									57
Net revenues		963			—			—			963


Expenses
Operating		387			(1	)^(a)					386
Cost of vacation ownership interests		49									49
Consumer financing interest		29									29
Marketing and reservation		138									138
General and administrative		146									146
Depreciation and amortization		42									42
Total expenses		791			(1	)		—			790


Operating income		172			1			—			173
Other income, net		(3	)								(3	)
Interest expense		36									36
Interest income		(2	)								(2	)


Income before income taxes		141			1			—			142
Provision for income taxes		46			—	^(c)		1	^(c)		47


Net income	$	95		$	1		$	(1	)	$	95


Earnings per share
Basic	$	0.53		$	—		$	—		$	0.53
Diluted		0.51			—			—			0.51

Weighted average shares outstanding
Basic		180			180			180			180
Diluted		187			187			187			187


Note:		EPS amounts may not foot due to rounding.

^(a)		Relates to costs incurred in connection with the Company’s acquisition of the Tryp hotel brand during June 2010.

^(b)		Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets.

^(c)		Relates to the tax effect of the adjustments.

Table 8
(2 of 4)

Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)


	Six Months Ended June 30, 2010
				Early
				Extinguishment of
	As Reported			Debt			Acquisition Costs			Legacy Adjustments			As Adjusted
Net revenues
Service fees and membership	$	833											$	833
Vacation ownership interest sales		488												488
Franchise fees		211												211
Consumer financing		211												211
Other		106												106

Net revenues		1,849			—			—			—			1,849


Expenses
Operating		769						(5)	^(b)					764
Cost of vacation ownership interests		86												86
Consumer financing interest		53												53
Marketing and reservation		261												261
General and administrative		293									(1)	^(c)		292
Depreciation and amortization		85												85

Total expenses		1,547			—			(5	)		(1	)		1,541


Operating income		302			—			5			1			308
Other income, net		(5	)											(5	)
Interest expense		86			(16)	^(a)								70
Interest income		(2	)											(2	)


Income before income taxes		223			16			5			1			245
Provision for income taxes		78			6	^(d)		1	^(d)		1	^(d)		86


Net income	$	145		$	10		$	4		$	—		$	159


Earnings per share
Basic	$	0.81		$	0.05		$	0.02		$	—		$	0.89
Diluted		0.78			0.05			0.02			—			0.85

Weighted average shares outstanding
Basic		180			180			180			180			180
Diluted		186			186			186			186			186


Note: EPS amounts may not foot due to rounding.

^(a)		Relates to costs incurred for the early extinguishment of the Company’s term loan facility and revolving foreign credit facility during March 2010.

^(b)		Relates to costs incurred in connection with the Company’s acquisitions of Hoseasons Holdings Ltd. during March 2010 and the Tryp hotel brand during June 2010.

^(c)		Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets.

^(d)		Relates to the tax effect of the adjustments.

Table 8
(3 of 4)

Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)


	Three Months Ended June 30, 2009
	As Reported			Legacy Adjustments ^(a)			Restructuring Costs			As Adjusted
Net revenues
Service fees and membership	$	397								$	397
Vacation ownership interest sales		242									242
Franchise fees		117									117
Consumer financing		109									109
Other		55									55

Net revenues		920			—			—			920


Expenses
Operating		391									391
Cost of vacation ownership interests		33									33
Consumer financing interest		35									35
Marketing and reservation		137									137
General and administrative		122									122
Asset impairment		3									3
Restructuring costs		3						(3)	^(b)		—
Depreciation and amortization		45									45

Total expenses		769			—			(3	)		766


Operating income		151			—			3			154
Interest expense		26									26
Interest income		(2	)								(2	)


Income before income taxes		127			—			3			130
Provision for income taxes		56			(2)	^(c)		1	^(c)		55


Net income	$	71		$	2		$	2		$	75


Earnings per share
Basic	$	0.40		$	0.01		$	0.01		$	0.42
Diluted		0.39			0.01			0.01			0.41

Weighted average shares outstanding
Basic		179			179			179			179
Diluted		182			182			182			182


^(a)		Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets.

^(b)		Relates to costs incurred as a result of various strategic initiatives commenced by the Company during 2008.

^(c)		Relates to the tax effect of the adjustment.

Table 8
(4 of 4)

Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)


	Six Months Ended June 30, 2009
	As Reported			Legacy Adjustments			Restructuring Costs			As Adjusted
Net revenues
Service fees and membership	$	797								$	797
Vacation ownership interest sales		482									482
Franchise fees		216									216
Consumer financing		217									217
Other		109									109

Net revenues		1,821			—			—			1,821


Expenses
Operating		759									759
Cost of vacation ownership interests		82									82
Consumer financing interest		67									67
Marketing and reservation		275									275
General and administrative		258			(3)	^(a)					255
Asset impairment		8									8
Restructuring costs		46						(46)	^(b)		—
Depreciation and amortization		88									88

Total expenses		1,583			(3	)		(46	)		1,534


Operating income		238			3			46			287
Other income, net		(3	)								(3	)
Interest expense		45									45
Interest income		(4	)								(4	)


Income before income taxes		200			3			46			249
Provision for income taxes		84			—	^(c)		17	^(c)		101


Net income	$	116		$	3		$	29		$	148


Earnings per share
Basic	$	0.65		$	0.02		$	0.16		$	0.83
Diluted		0.64			0.02			0.16			0.82

Weighted average shares outstanding
Basic		178			178			178			178
Diluted		180			180			180			180


^(a)		Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets.

^(b)		Relates to costs incurred as a result of various strategic initiatives commenced by the Company during 2008.

^(c)		Relates to the tax effect of the adjustments.

Table 9

Wyndham Worldwide Corporation
NON-GAAP RECONCILIATIONS AND FINANCIAL INFORMATION
(In millions)

FREE CASH FLOW

The Company defines free cash flow as net cash provided by operating activities minus capital expenditures, equity investments and development advances, excluding cash payments related to the Company’s contingent tax liabilities that it assumed and is responsible for pursuant to its separation from Cendant. The Company considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the acquisition of property and equipment, equity investments and hotel development advances, can be used for strategic opportunities, including making acquisitions, paying dividends, repurchasing the Company’s common stock and strengthening the balance sheet. Analysis of free cash flow also facilitates management’s comparisons of the Company’s operating results to its competitors’ operating results. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating Wyndham Worldwide is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period.

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:


	Six Months Ended June 30,
	2010			2009
Net cash provided by operating activities	$	557		$	459
Less: Property and equipment additions		(63	)		(87	)
Less: Equity investments and development advances		(8	)		(4	)

Free cash flow	$	486		$	368

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	Q1			Q2			Q3			Q4			Full Year

2010
Gross VOI sales	$	308		$	371			N/A			N/A			N/A
Less: Sales under the WAAM		(5	)		(13	)		N/A			N/A			N/A

Gross VOI sales, net of WAAM sales		303			358			N/A			N/A			N/A
Less: Loan loss provision		(86	)		(87	)		N/A			N/A			N/A

Vacation ownership interest sales	$	217		$	271			N/A			N/A			N/A


2009
Gross VOI sales	$	280		$	327		$	366		$	343		$	1,315
Plus: Net effect of percentage-of-completion accounting		67			37			36			47			187
Less: Loan loss provision		(107	)		(122	)		(117	)		(103	)		(449	)

Vacation ownership interest sales	$	239		$	242		$	285		$	287		$	1,053


2008
Gross VOI sales	$	458		$	532		$	566		$	432		$	1,987
Plus/(less): Net effect of percentage-of-completion accounting		(82	)		(5	)		(2	)		14			(75	)
Less: Loan loss provision		(82	)		(113	)		(119	)		(136	)		(450	)

Vacation ownership interest sales	$	294		$	414		$	446		$	309		$	1,463


2007
Gross VOI sales	$	430		$	523		$	552		$	488		$	1,993
Plus/(less): Net effect of percentage-of-completion accounting		4			(5	)		1			(21	)		(22	)
Less: Loan loss provision		(61	)		(75	)		(86	)		(84	)		(305	)

Vacation ownership interest sales	$	373		$	443		$	467		$	383		$	1,666


Note: Amounts may not foot due to rounding.

The following represents tele-sales upgrades, which are excluded from Gross VOI sales in the Company’s VPG calculation (see Table 3):


	Q1		Q2		Q3		Q4		Full Year

2010	$	15	$	7		N/A		N/A		N/A
2009	$	24	$	23	$	29	$	28	$	104
2008	$	33	$	35	$	49	$	40	$	156
2007	$	44	$	37	$	39	$	36	$	157


Note: Amounts may not foot across due to rounding.