Press Release

EXHIBIT 99.1

LOGO

Wyndham Worldwide Reports Second Quarter 2012 Earnings

Second Quarter Adjusted EPS Up 36% Year-Over-Year

Increases 2012 EPS Guidance

PARSIPPANY, N.J. (July 25, 2012) – Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months ended June 30, 2012.

Highlights:

•

Second quarter adjusted diluted earnings per share (EPS) was $0.87, compared with $0.64 in the second quarter of 2011, an increase of 36%. Second quarter 2012 reported diluted EPS was $0.88, an increase of 31% from the same period in 2011.

•

Second quarter Adjusted EBITDA increased 10% to $281 million.

•

During the quarter, the Company repurchased 3.8 million shares of its common stock for $190 million at an average price of $49.35.

•

The Company announced on July 19, 2012 that it completed a term securitization transaction involving the issuance of $300 million of investment-grade asset-backed notes at an advance rate of 90% and an overall weighted average coupon of 2.66%.

•

Raises full year Adjusted EPS Guidance to $3.10 - $3.20 from $3.00 - $3.15

“In the first half of 2012 we achieved back-to-back 36% increases in quarterly adjusted EPS growth in an economic environment that remains uncertain,” said Stephen P. Holmes, chairman and CEO, Wyndham Worldwide. “Underlying this growth is strong execution from each of our businesses and diversified product offerings well positioned to capitalize on consumers’ desire to travel. In addition, we benefited from capital allocation that included the return of capital to shareholders.”

SECOND QUARTER 2012 OPERATING RESULTS

Second quarter revenues were $1.1 billion, an increase of 4% from the prior year period. The increase reflected growth in our Lodging and Vacation Ownership businesses partially offset by unfavorable currency movements in our Vacation Exchange and Rentals business.

For the second quarter of 2012, adjusted net income was $128 million, or $0.87 per diluted share, compared with $108 million, or $0.64 per diluted share for the same period in 2011. The increase in adjusted net income primarily reflected stronger operating results in our Lodging and Vacation Ownership businesses. The increase in EPS also benefited from our share repurchase program, which decreased our weighted average share count by 14%.

Reported net income for the second quarter of 2012 was $128 million, or $0.88 per diluted share, compared with net income of $114 million, or $0.67 per diluted share, for the second quarter of 2011. The second quarter of 2011 included a refund of value added taxes, restructuring costs and legacy adjustments costs.

Free cash flow was $567 million for the six months ended June 30, 2012, compared to $595 million for the same period in 2011. Excluding a $51 million refund of value added taxes received in the first half of 2011, free cash flow increased by 4%. The Company defines free cash flow as net cash provided by operating activities less capital expenditures, equity investments and development advances. For the six months ended June 30, 2012, cash provided by operating activities was $647 million, compared with $696 million in the prior year period, which included the refund of value added taxes.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $233 million in the second quarter of 2012, an increase of 23%, compared with the second quarter of 2011. The increase reflected domestic RevPAR gains of 8%, as part of a total system RevPAR increase of 5%, revenues associated with the Wyndham Grand hotel in Orlando, which opened at the beginning of the fourth quarter of 2011, and higher intersegment licensing fees for use of the Wyndham brand trade name. The revenue increase also included a combined $21 million of reclassifications and incremental global conference fees, both of which were fully offset in expenses.

Adjusted EBITDA was $74 million, an increase of 12% compared with the second quarter of 2011, largely a result of the revenue increases, partially offset by the operating costs associated with the Wyndham Grand hotel in Orlando and higher marketing costs.

As of June 30, 2012, the Company’s hotel system consisted of over 7,170 properties and approximately 608,300 rooms. The development pipeline included approximately 900 hotels and 113,900 rooms, of which 53% were new construction and 53% were international.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $348 million in the second quarter of 2012, compared to $361 million in the second quarter of 2011. In constant currency and excluding the impact of acquisitions, revenues were flat.

Exchange revenues were $162 million, a decrease of 4% compared with the second quarter of 2011. In constant currency, exchange revenues were flat, as a 2% increase in exchange revenue per member was offset by a 2% decline in the average number of members due to the non-renewal of an affiliation agreement in the beginning of 2012.

Vacation rental revenues were $170 million, a 6% decrease compared with the second quarter of 2011. Excluding the impact of foreign currency and acquisitions, vacation rental revenues were flat, reflecting a 4% increase in the average net price per vacation rental offset by a 3% decrease in transaction volume.

Adjusted EBITDA for the second quarter of 2012 was $82 million, flat compared with the prior-year period.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues were $570 million in the second quarter of 2012, a 5% increase over the second quarter of 2011, primarily reflecting increased vacation ownership interest (VOI) sales.

Gross VOI sales were $460 million in the second quarter of 2012, up 12% from the second quarter of 2011, primarily reflecting a 6% increase in volume per guest and a 5% increase in tour flow.

Adjusted EBITDA for the second quarter of 2012 was $150 million, a 15% increase compared with the second quarter of 2011, primarily reflecting contributions from increased VOI sales.

Other Items

•

The Company repurchased 3.8 million shares of common stock for $190 million during the second quarter of 2012 at an average price of $49.35. From July 1 through July 24, 2012, the Company repurchased an additional 1.1 million shares for $58 million at an average price of $50.77. The Company has $733 million remaining on its current share repurchase authorization.

•

Net interest expense in the second quarter of 2012 was $30 million, compared to $34 million in the second quarter of 2011. The decline was primarily due to the absence of an accrual for interest on value added taxes in the second quarter of 2011 and a lower average cost of funds resulting from our debt tender and issuance activity during the first quarter of 2012.

Balance Sheet Information as of June 30, 2012:

•

Cash and cash equivalents of approximately $285 million, compared with $142 million at December 31, 2011

•

Vacation ownership contract receivables, net, of $2.8 billion, unchanged from December 31, 2011

•

Vacation ownership and other inventory of approximately $1.1 billion, unchanged from December 31, 2011

•

Securitized vacation ownership debt of $1.9 billion, unchanged from December 31, 2011

•

Long-term debt of $2.3 billion, compared with $2.2 billion at December 31, 2011. The remaining borrowing capacity on the revolving credit facility was $908 million, compared with $771 million as of December 31, 2011

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

Outlook

For the full year 2012, the Company:

•

Reiterates Revenues of approximately $4.425 – $4.6 billion

•

Updates Adjusted EBITDA guidance to $1.040 – $1.055 billion from $1.030 – $1.055 billion

•

Raises Adjusted EPS Guidance to $3.10 – $3.20 from $3.00 – $3.15

•

Reduces diluted shares to 147 million from 149 million

The guidance reflects assumptions used for internal planning purposes. Guidance may exclude non-recurring or special items, 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.

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss this news on Wednesday, July 25, 2012 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 25, 2012. 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 25, 2012, at (800) 551-8154.

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. 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 EPS to the most directly comparable GAAP measure because certain items cannot be reasonably estimated or predicted at this time. Any such items could be significant to our reported results.

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 over 7,170 hotels with approximately 608,300 rooms worldwide. Wyndham Exchange & Rentals offers leisure travelers, including its 3.7 million members, access to approximately 100,000 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 160 vacation ownership resorts serving over 813,000 owners

throughout North America, the Caribbean and the South Pacific. Wyndham Worldwide, headquartered in Parsippany, N.J., employs approximately 27,800 employees globally.

For more information about Wyndham Worldwide, 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 Quarterly Report on Form 10-Q, filed with the SEC on April 25, 2012. 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, 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 attributable to Wyndham for the Three Months Ended June 30, 2012 and 2011:


	Three Months Ended June 30,
	2012						2011
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	233		$	75	^(b)	$	190		$	66
Vacation Exchange and Rentals		348			82			361			106	^(c)
Vacation Ownership		570			150			541			130

Total Reportable Segments		1,151			307			1,092			302
Corporate and Other ^(a)		(12	)		(25	)		(2	)		(26	)^(d)

Total Company	$	1,139		$	282		$	1,090		$	276


Reconciliation of EBITDA to Net Income Attributable to Wyndham

EBITDA				$	282					$	276
Depreciation and amortization					46						45
Interest expense					32						36	^(e)
Early extinguishment of debt					—						1	^(f)
Interest income					(2	)					(2	)

Income before income taxes					206						196
Provision for income taxes					78						82

Net income					128						114
Net loss attributable to noncontrolling interest					—						—

Net income attributable to Wyndham				$	128					$	114

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

^(b)	Includes a $1 million benefit from the recovery of a previously recorded impairment charge.

^(c)	Includes (i) a $31 million net benefit resulting from a refund of value added taxes and (ii) $7 million of restructuring costs incurred in connection with a strategic initiative commenced by the Company during 2010.

^(d)	Includes $3 million of a net expense during the three months ended June 30, 2011 related to the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(e)	Includes $3 million of interest related to value added tax accruals.

^(f)	Represents costs incurred for the early repurchase of a portion of the Company’s convertible notes.

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the three months ended June 30, 2012 and 2011 (for a description of adjustments by segment, see Table 7):


	Three Months Ended June 30,
	2012						2011
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	233		$	74		$	190		$	66
Vacation Exchange and Rentals		348			82			361			82
Vacation Ownership		570			150			541			130

Total Reportable Segments		1,151			306			1,092			278
Corporate and Other		(12	)		(25	)		(2	)		(23	)

Total Company	$	1,139		$	281		$	1,090		$	255

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 for the Six Months Ended June 30, 2012 and 2011:


	Six Months Ended June 30,
	2012						2011
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	418		$	123	^(b)	$	339		$	92	^(f)
Vacation Exchange and Rentals		709			177	^(c)		716			199	^(g)
Vacation Ownership		1,071			253			992			227	^(h)

Total Reportable Segments		2,198			553			2,047			518
Corporate and Other ^(a)		(23	)		(46	)^(d)		(6	)		(38	)^(d)

Total Company	$	2,175		$	507		$	2,041		$	480


Reconciliation of EBITDA to Net Income Attributable to Wyndham

EBITDA				$	507					$	480
Depreciation and amortization					91						90
Interest expense					65						69	⁽ⁱ⁾
Early extinguishment of debt					106	^(e)					12	^(j)
Interest income					(5	)					(3	)

Income before income taxes					250						312
Provision for income taxes					91						126

Net income					159						186
Net loss attributable to noncontrolling interest					1						—

Net income attributable to Wyndham				$	160					$	186

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

^(b)	Includes a $1 million benefit from the recovery of a previously recorded impairment charge.

^(c)	Includes a $2 million benefit related to the reversal of an allowance associated with a previously divested asset.

^(d)	Includes $4 million and $8 million of a net benefit during the six months ended June 30, 2012 and 2011, respectively, related to the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(e)	Represents costs incurred for the early repurchase of a portion of the Company’s 9.875% senior unsecured notes and 6.00% senior unsecured notes.

^(f)	Includes a non-cash impairment charge of $13 million to reduce the value of an international joint venture.

^(g)	Includes (i) a $31 million net benefit resulting from a refund of value added taxes and (ii) $7 million of restructuring costs incurred in connection with a strategic initiative commenced by the Company during 2010.

^(h)	Includes a $1 million benefit for the reversal of costs incurred as a result of various strategic initiatives commenced by the Company during 2008.

⁽ⁱ⁾	Includes $3 million of interest related to value added tax accruals.

^(j)	Represents costs incurred for the early repurchase of a portion of the Company’s convertible notes.

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the six months ended June 30, 2012 and 2011 (for a description of adjustments by segment, see Table 7):


	Six Months Ended June 30,
	2012						2011
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	418		$	122		$	339		$	105
Vacation Exchange and Rentals		709			175			716			175
Vacation Ownership		1,071			253			992			226

Total Reportable Segments		2,198			550			2,047			506
Corporate and Other		(23	)		(50	)		(6	)		(46	)

Total Company	$	2,175		$	500		$	2,041		$	460

Table 2

Wyndham Worldwide Corporation

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net revenues
Service and membership fees	$	489		$	499		$	993		$	995
Vacation ownership interest sales		342			313			613			535
Franchise fees		163			134			281			235
Consumer financing		102			103			205			206
Other		43			41			83			70

Net revenues		1,139			1,090			2,175			2,041


Expenses
Operating		451			458			895			868
Cost of vacation ownership interests		42			48			70			79
Consumer financing interest		23			23			46			46
Marketing and reservation		190			153			356			290
General and administrative^(a)		156			126	^(c)		310			266	^(c)
Asset impairments		—			—			—			13	^(e)
Restructuring		—			7	^(d)		—			6	^(d)
Depreciation and amortization		46			45			91			90

Total expenses		908			860			1,768			1,658


Operating income		231			230			407			383
Other income, net		(5	)^(b)		(1	)		(9	)^{(b) (f)}		(7	)^(g)
Interest expense		32			36	^(h)		65			69
Early extinguishment of debt		—			1	⁽ⁱ⁾		106	^(j)		12	⁽ⁱ⁾
Interest income		(2	)		(2	)		(5	)		(3	)


Income before income taxes		206			196			250			312
Provision for income taxes		78			82			91			126


Net income		128			114			159			186
Net loss attributable to noncontrolling interest		—			—			1			—


Net income attributable to Wyndham	$	128		$	114		$	160		$	186


Earnings per share
Basic	$	0.89		$	0.68		$	1.10		$	1.10
Diluted		0.88			0.67			1.08			1.07

Weighted average shares outstanding
Basic		144			167			145			170
Diluted		147			170			148			174

^(a)

Includes $3 million of a net expense during the three months ended June 30, 2011 and $4 million and $4 million of a net benefit during the six months ended June 30, 2012 and 2011, respectively, related to the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(b)	Includes a $1 million benefit from the recovery of a previously recorded impairment charge at the Company’s lodging business.

^(c)	Includes a $31 million net benefit resulting from a refund of value added taxes at the Company’s vacation exchange and rentals business.

^(d)

The three and six months ended June 30, 2011 include $7 million of costs incurred as a result of a strategic initiative commenced by the Company during 2010. The six months ended June 30, 2011 also includes a $1 million benefit for the reversal of costs incurred as a result of various strategic initiatives commenced by the Company during 2008.

^(e)	Represents a non-cash impairment charge related to a write-down of an international joint venture at the Company’s lodging business.

^(f)	Includes a $2 million benefit related to the reversal of an allowance associated with a previously divested asset at the Company’s vacation exchange and rentals business.

^(g)	Includes $4 million of a gain related to the redemption of a preferred stock investment allocated to the Company in connection with our separation from Cendant.

^(h)	Includes $3 million of interest related to value added tax accruals.

⁽ⁱ⁾	Represents costs incurred for the early repurchase of a portion of the Company’s convertible notes.

^(j)	Represents costs incurred for the early repurchase of a portion of the Company’s 9.875% senior unsecured notes and 6.00% senior unsecured notes.

Table 3

(1 of 3)

Wyndham Worldwide Corporation

OPERATING STATISTICS


	Year		Q1		Q2		Q3		Q4		Full Year
Lodging ^(a)
Number of Rooms		2012		609,300		608,300		N/A		N/A		N/A
		2011		609,600		612,900		611,200		613,100		N/A
		2010		593,300		606,800		605,700		612,700		N/A
		2009		588,500		590,200		590,900		597,700		N/A

RevPAR		2012	$	29.73	$	37.23		N/A		N/A		N/A
		2011	$	27.71	$	35.38	$	39.49	$	30.65	$	33.34
		2010	$	25.81	$	32.25	$	37.14	$	29.18	$	31.14
		2009	$	27.69	$	32.38	$	34.81	$	26.47	$	30.34
Vacation Exchange and Rentals
Average Number of Members (in 000s)		2012		3,684		3,670		N/A		N/A		N/A
		2011		3,766		3,755		3,744		3,734		3,750
		2010		3,746		3,741		3,766		3,759		3,753
		2009		3,789		3,795		3,781		3,765		3,782

Exchange Revenue Per Member		2012	$	204.56	$	177.07		N/A		N/A		N/A
		2011	$	205.64	$	178.46	$	172.38	$	161.68	$	179.59
		2010	$	201.93	$	172.20	$	173.44	$	162.59	$	177.53
		2009	$	194.83	$	174.22	$	173.90	$	163.89	$	176.73

Vacation Rental Transactions (in 000s) ^(b)		2012		418		325		N/A		N/A		N/A
		2011		398		328		370		250		1,347
		2010		291		297		322		253		1,163
		2009		273		231		264		196		964

Average Net Price Per Vacation Rental^(b)		2012	$	379.40	$	524.40		N/A		N/A		N/A
		2011	$	377.71	$	549.09	$	701.81	$	497.04	$	530.78
		2010	$	361.17	$	387.01	$	500.31	$	449.12	$	425.38
		2009	$	353.15	$	471.74	$	594.34	$	499.66	$	477.38
Vacation Ownership
Gross Vacation Ownership Interest (VOI) Sales (in 000s) ^(c)		2012	$	384,000	$	460,000		N/A		N/A		N/A
		2011	$	319,000	$	412,000	$	455,000	$	409,000	$	1,595,000
		2010	$	308,000	$	371,000	$	412,000	$	373,000	$	1,464,000
		2009	$	280,000	$	327,000	$	366,000	$	343,000	$	1,315,000

Tours ^(d)		2012		148,000		186,000		N/A		N/A		N/A
		2011		137,000		177,000		197,000		173,000		685,000
		2010		123,000		163,000		187,000		160,000		634,000
		2009		137,000		164,000		173,000		142,000		617,000

Volume Per Guest (VPG) ^(d)		2012	$	2,414	$	2,361		N/A		N/A		N/A
		2011	$	2,192	$	2,227	$	2,197	$	2,296	$	2,229
		2010	$	2,334	$	2,156	$	2,081	$	2,214	$	2,183
		2009	$	1,866	$	1,854	$	1,944	$	2,210	$	1,964

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

^(a)	Includes the impact of the acquisition of the Tryp hotel brand (June 2010) from the acquisition date forward. Therefore, the operating statistics are not presented on a comparable basis.

^(b)	Includes the impact of the acquisitions of Hoseasons (March 2010), ResortQuest (September 2010), James Villa Holidays (November 2010) and two tuck-in acquisitions (third quarter 2011) from the acquisition dates forward. Therefore, the operating statistics are not presented on a comparable basis.

^(c)	Includes gross VOI sales under the Company’s Wyndham Asset Affiliate Model (WAAM) 1.0 beginning in the first quarter of 2010 and WAAM 2.0 beginning in the second quarter of 2012 (see Table 9 for a reconciliation of gross VOI sales to vacation ownership interest sales).

^(d)	Includes the impact of WAAM 1.0 related tours beginning in the first quarter of 2010 and WAAM 2.0 related tours beginning in the second quarter of 2012.

Table 3

(2 of 3)

Wyndham Worldwide Corporation

ADDITIONAL DATA


	Year		Q1		Q2		Q3		Q4		Full Year
Lodging ^(a)
Number of Properties		2012		7,150		7,170		N/A		N/A		N/A
		2011		7,190		7,220		7,190		7,210		N/A
		2010		7,090		7,160		7,150		7,210		N/A
		2009		6,990		7,020		7,040		7,110		N/A

Vacation Ownership
Provision for Loan Losses (in 000s) ^(b)		2012	$	96,000	$	100,000		N/A		N/A		N/A
		2011	$	79,000	$	80,000	$	96,000	$	83,000	$	339,000
		2010	$	86,000	$	87,000	$	85,000	$	82,000	$	340,000
		2009	$	107,000	$	122,000	$	117,000	$	103,000	$	449,000

Sales under WAAM 1.0 (in 000s) ^(c)		2012	$	17,000	$	18,000		N/A		N/A		N/A
		2011	$	18,000	$	19,000	$	38,000	$	31,000	$	106,000
		2010	$	5,000	$	13,000	$	20,000	$	14,000	$	51,000

WAAM 1.0 Commission Revenues (in 000s)		2012	$	12,000	$	11,000		N/A		N/A		N/A
		2011	$	10,000	$	11,000	$	23,000	$	21,000	$	65,000
		2010	$	3,000	$	8,000	$	12,000	$	9,000	$	31,000

Sales under WAAM 2.0 (in 000s) ^(d)		2012	$	—	$	12,000		N/A		N/A		N/A

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

^(a)	Includes the impact of the acquisition of Tryp hotel brand (June 2010) from the acquisition date forward. Therefore, the operating statistics are not presented on a comparable basis.

^(b⁾	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.

^(c)

Represents gross VOI sales under the Company’s WAAM 1.0 for which the Company earns commission revenue (WAAM 1.0 Commission Revenues). The commission revenue earned on these sales is included in service fees and membership revenues on the Consolidated Statements 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.

^(d)

Represents gross VOI sales under the Company’s WAAM 2.0 which enables the Company to acquire and own completed timeshare units close to the timing of the sales of such units. This significantly reduces the period between the deployment of capital to acquire inventory and the subsequent return on investment which occurs at the time of its sale to a timeshare purchaser. The Company implemented this sales model during the second quarter of 2012 and as such, there is no historical data prior to 2012.

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, or company owned, (ii) properties under affiliation agreements for which we receive 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 within the allowed grace period. 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 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 in connection with customers booking their vacation rental stays through us. 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 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 2009-2012. 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 a comparison eliminating the effects of foreign exchange rate fluctuations between periods.

Table 4

Wyndham Worldwide Corporation

REVENUE DETAIL BY REPORTABLE SEGMENT

(In millions)


	2012										2011
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Lodging
Royalties and Franchise Fees	$	62	$	80		N/A		N/A		N/A	$	58	$	75	$	85	$	66	$	284
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		68		99		N/A		N/A		N/A		54		75		94		76		299
Hotel Management Reimbursable Revenues ^(b)		21		22		N/A		N/A		N/A		19		19		21		20		79
Inter-segment Trademark Fees ^(c)		8		9		N/A		N/A		N/A		1		2		3		4		10
Owned Hotel Revenues		8		8		N/A		N/A		N/A		—		—		—		5		5
Ancillary Revenues ^(d)		18		15		N/A		N/A		N/A		17		19		19		17		72

Total Lodging		185		233		N/A		N/A		N/A		149		190		222		188		749

Vacation Exchange and Rentals
Exchange Revenues		188		162		N/A		N/A		N/A		194		168		161		150		673
Rental Revenues		159		170		N/A		N/A		N/A		150		180		260		125		715
Ancillary Revenues ^(e)		14		16		N/A		N/A		N/A		12		13		15		16		56

Total Vacation Exchange and Rentals		361		348		N/A		N/A		N/A		356		361		436		291		1,444

Vacation Ownership
Vacation Ownership Interest Sales		271		342		N/A		N/A		N/A		222		313		320		295		1,150
Consumer Financing		103		102		N/A		N/A		N/A		102		103		105		105		415
Property Management Fees		110		108		N/A		N/A		N/A		110		108		105		101		424
WAAM 1.0 Commissions		12		11		N/A		N/A		N/A		10		11		23		21		65
Ancillary Revenues ^(f)		5		7		N/A		N/A		N/A		6		6		6		5		23

Total Vacation Ownership		501		570		N/A		N/A		N/A		450		541		559		527		2,077

Total Reportable Segments	$	1,047	$	1,151		N/A		N/A		N/A	$	955	$	1,092	$	1,217	$	1,006	$	4,270


	2010										2009
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Lodging
Royalties and Franchise Fees	$	52	$	69	$	82	$	62	$	265	$	57	$	68	$	72	$	57	$	254
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		50		65		76		60		251		54		66		73		53		246
Hotel Management Reimbursable Revenues ^(b)		21		20		18		18		77		22		23		21		19		85
Ancillary Revenues ^(d)		21		24		27		23		95		21		17		17		20		75

Total Lodging		144		178		203		163		688		154		174		183		149		660

Vacation Exchange and Rentals
Exchange Revenues		189		161		163		153		666		185		165		164		154		668
Rental Revenues		105		115		161		114		495		96		109		157		98		460
Ancillary Revenues ^(e)		6		5		6		15		32		6		6		6		6		24

Total Vacation Exchange and Rentals		300		281		330		282		1,193		287		280		327		258		1,152

Vacation Ownership
Vacation Ownership Interest Sales		217		271		308		276		1,072		239		242		285		287		1,053
Consumer Financing		105		106		107		107		425		109		109		108		109		435
Property Management Fees		100		100		104		101		405		91		94		96		95		376
WAAM 1.0 Commissions ^(g)		3		8		12		8		31		—		—		—		—		—
Ancillary Revenues ^(f)		19		20		2		5		46		23		22		19		17		81

Total Vacation Ownership		444		505		533		497		1,979		462		467		508		508		1,945

Total Reportable Segments	$	888	$	964	$	1,066	$	942	$	3,860	$	903	$	921	$	1,018	$	915	$	3,757

Note: Full year amounts may not add 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)	During 2011, $3 million, $1 million and $2 million of inter-segment 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.

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

^(e)	Primarily includes fees generated from programs with affiliated resorts and homeowners.

^(f)	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.

^(g)	The Company implemented the WAAM 1.0 sales model during the first quarter of 2010 and, as such, there is no historical data for 2009.

Table 5

Wyndham Worldwide Corporation

SCHEDULE OF DEBT

(In millions)


	June 30, 2012		March 31, 2012		December 31, 2011		September 30, 2011		June 30, 2011
Securitized vacation ownership debt ^(a)
Term notes	$	1,634	$	1,896	$	1,625	$	1,512	$	1,446
Bank conduit facility ^(b)		220		104		237		218		242

Securitized vacation ownership debt ^(c)		1,854		2,000		1,862		1,730		1,688
Less: Current portion of securitized vacation ownership debt		191		206		196		179		190

Long-term securitized vacation ownership debt	$	1,663	$	1,794	$	1,666	$	1,551	$	1,498

Debt:
Revolving credit facility (due July 2016) ^(d)	$	81	$	47	$	218	$	169	$	107
3.50% convertible notes (due May 2012) ^(e)		—		44		36		27		32
9.875% senior unsecured notes (due May 2014) ^(f)		42		42		243		243		242
6.00% senior unsecured notes (due December 2016) ^(g)		362		362		811		812		803
2.95% senior unsecured notes (due March 2017) ^(h)		298		298		—		—		—
5.75% senior unsecured notes (due February 2018) ⁽ⁱ⁾		248		247		247		247		247
7.375% senior unsecured notes (due March 2020) ^(j)		248		248		247		247		247
5.625% senior unsecured notes (due March 2021) ^(k)		245		245		245		245		245
4.25% senior unsecured notes (due March 2022) ^(l)		644		643		—		—		—
Vacation rentals capital leases		95		103		102		108		120
Other		3		1		4		1		1

Total debt		2,266		2,280		2,153		2,099		2,044
Less: Current portion of debt		11		54		46		37		43

Long-term debt	$	2,255	$	2,226	$	2,107	$	2,062	$	2,001

^(a)

The Company’s vacation ownership contract receivables are securitized through bankruptcy-remote special purpose entities (“SPE”) 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 June 2013 and borrowing capacity of $600 million. As of June 30, 2012, this facility had remaining borrowing capacity of $380 million.

^(c)	This debt is collateralized by $2,490 million, $2,622 million, $2,638 million, $2,502 million and $2,672 million of underlying vacation ownership contract receivables and related assets as of June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

^(d)	Represents a $1.0 billion revolving credit facility that expires on July 15, 2016. As of June 30, 2012, the Company had $11 million of outstanding letters of credit and a remaining borrowing capacity of $908 million.

^(e)	Represents convertible notes issued by the Company during May 2009 and repaid by the Company during May 2012.

^(f)	Represents senior unsecured notes issued by the Company during May 2009. The balance as of June 30, 2012 represents $43 million aggregate principal less $1 million of unamortized discount.

^(g)	Represents senior unsecured notes issued by the Company during December 2006. The balance as of June 30, 2012 represents $357 million aggregate principal less $1 million of unamortized discount, plus $6 million of unamortized gains from the settlement of a derivative.

^(h)	Represents senior unsecured notes issued by the Company during March 2012. The balance as of June 30, 2012 represents $300 million aggregate principal less $2 million of unamortized discount.

⁽ⁱ⁾	Represents senior unsecured notes issued by the Company during September 2010. The balance as of June 30, 2012 represents $250 million aggregate principal less $2 million of unamortized discount.

^(j)	Represents senior unsecured notes issued by the Company during February 2010. The balance as of June 30, 2012 represents $250 million aggregate principal less $2 million of unamortized discount.

^(k)	Represents senior unsecured notes issued by the Company during March 2011. The balance as of June 30, 2012 represents $250 million aggregate principal less $5 million of unamortized discount.

^(l)	Represents senior unsecured notes issued by the Company during March 2012. The balance as of June 30, 2012 represents $650 million aggregate principal less $6 million of unamortized discount.

Table 6

(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS


	As of and For the Three Months Ended June 30, 2012
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		101		25,360		63.2	%	$	111.54	$	70.48

TRYP by Wyndham		89		12,824		66.9	%	$	102.26	$	68.37

Wingate by Wyndham		161		14,796		65.6	%	$	84.70	$	55.60

Hawthorn Suites by Wyndham		77		7,355		65.3	%	$	75.89	$	49.56

Ramada		841		113,275		55.5	%	$	79.17	$	43.93

Baymont		257		21,655		55.0	%	$	64.24	$	35.36

Days Inn		1,825		146,261		51.4	%	$	63.92	$	32.86

Super 8		2,275		144,570		57.8	%	$	53.07	$	30.65

Howard Johnson		445		44,441		49.4	%	$	62.32	$	30.79

Travelodge		433		32,159		50.7	%	$	66.41	$	33.66

Microtel Inns & Suites by Wyndham		308		21,967		58.0	%	$	62.40	$	36.18

Knights Inn		353		22,255		42.5	%	$	43.11	$	18.30

Dream		5		990		73.1	%	$	221.34	$	161.88

Night		2		422		86.6	%	$	210.05	$	181.94


Total Lodging		7,172		608,330		54.9	%	$	67.81	$	37.23

Vacation Ownership

Wyndham Vacation Ownership resorts		165		20,938		N/A			N/A		N/A


Total Wyndham Worldwide		7,337		629,268


	As of and For the Three Months Ended June 30, 2011
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		98		26,488		62.7	%	$	109.96	$	68.98

TRYP by Wyndham		94		13,659		66.6	%	$	103.39	$	68.88

Wingate by Wyndham		166		15,234		62.8	%	$	82.01	$	51.51

Hawthorn Suites by Wyndham		74		7,054		63.8	%	$	75.96	$	48.49

Ramada		884		117,365		53.9	%	$	75.47	$	40.70

Baymont		255		21,381		51.2	%	$	62.66	$	32.08

Days Inn		1,865		149,032		50.2	%	$	61.60	$	30.92

Super 8		2,214		139,196		54.6	%	$	54.95	$	30.01

Howard Johnson		462		46,291		49.1	%	$	61.11	$	30.00

Travelodge		434		32,364		49.0	%	$	65.77	$	32.23

Microtel Inns & Suites by Wyndham		317		22,579		55.9	%	$	58.85	$	32.88

Knights Inn		347		21,221		40.1	%	$	42.71	$	17.14

Dream		5		990		71.6	%	$	173.17	$	124.00

Night		1		72		92.8	%	$	228.31	$	211.96


Total Lodging		7,216		612,926		53.0	%	$	66.73	$	35.38

Vacation Ownership

Wyndham Vacation Ownership resorts		162		20,760		N/A			N/A		N/A


Total Wyndham Worldwide		7,378		633,686

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.

Table 6

(2 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS


	As of and For the Six Months Ended June 30, 2012
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		101		25,360		59.4	%	$	111.30	$	66.15

TRYP by Wyndham		89		12,824		59.0	%	$	99.57	$	58.73

Wingate by Wyndham		161		14,796		61.6	%	$	82.60	$	50.91

Hawthorn Suites by Wyndham		77		7,355		62.4	%	$	74.93	$	46.74

Ramada		841		113,275		51.6	%	$	77.70	$	40.06

Baymont		257		21,655		49.9	%	$	62.54	$	31.18

Days Inn		1,825		146,261		46.9	%	$	61.67	$	28.95

Super 8		2,275		144,570		52.5	%	$	51.94	$	27.28

Howard Johnson		445		44,441		46.8	%	$	60.72	$	28.42

Travelodge		433		32,159		46.7	%	$	64.10	$	29.95

Microtel Inns & Suites by Wyndham		308		21,967		53.5	%	$	60.54	$	32.41

Knights Inn		353		22,255		39.5	%	$	41.79	$	16.51

Dream		5		990		74.1	%	$	207.74	$	154.04

Night		2		422		87.4	%	$	208.83	$	182.48


Total Lodging		7,172		608,330		50.5	%	$	66.25	$	33.47

Vacation Ownership

Wyndham Vacation Ownership resorts		165		20,938		N/A			N/A		N/A


Total Wyndham Worldwide		7,337		629,268


	As of and For the Six Months Ended June 30, 2011
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		98		26,488		58.1	%	$	108.43	$	63.01

TRYP by Wyndham		94		13,659		57.5	%	$	106.68	$	61.36

Wingate by Wyndham		166		15,234		59.3	%	$	80.29	$	47.63

Hawthorn Suites by Wyndham		74		7,054		60.7	%	$	75.14	$	45.63

Ramada		884		117,365		49.7	%	$	74.51	$	37.01

Baymont		255		21,381		46.2	%	$	61.04	$	28.20

Days Inn		1,865		149,032		45.4	%	$	60.08	$	27.27

Super 8		2,214		139,196		49.3	%	$	53.39	$	26.31

Howard Johnson		462		46,291		45.1	%	$	59.36	$	26.77

Travelodge		434		32,364		44.9	%	$	63.04	$	28.32

Microtel Inns & Suites by Wyndham		317		22,579		51.1	%	$	57.13	$	29.19

Knights Inn		347		21,221		37.0	%	$	41.84	$	15.47

Dream		5		990		71.9	%	$	174.20	$	125.27

Night		1		72		93.1	%	$	246.94	$	229.87


Total Lodging		7,216		612,926		48.3	%	$	65.35	$	31.57

Vacation Ownership

Wyndham Vacation Ownership resorts		162		20,760		N/A			N/A		N/A


Total Wyndham Worldwide		7,378		633,686

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.

Table 7

(1 of 2)

Wyndham Worldwide

NON-GAAP RECONCILIATION

(In millions)


	Net Revenues			Reported EBITDA			Legacy Adjustments ^(b)			Impairment Recovery ^(c)			Allowance Reversal ^(d)			Adjusted EBITDA
Three months ended March 31, 2012
Lodging	$	185		$	49		$	—					$	—		$	49
Vacation Exchange and Rentals		361			95			—			—			(2	)		93
Vacation Ownership		501			103			—			—			—			103

Total Reportable Segments		1,047			247			—			—			(2	)		245
Corporate and Other ^(a)		(11	)		(21	)		(4	)		—			—			(25	)

Total Company	$	1,036		$	226		$	(4	)	$	—		$	(2	)	$	220

Three months ended June 30, 2012
Lodging	$	233		$	75		$	—		$	(1	)	$	—		$	74
Vacation Exchange and Rentals		348			82			—			—						82
Vacation Ownership		570			150			—			—			—			150

Total Reportable Segments		1,151			307			—			(1	)		—			306
Corporate and Other ^(a)		(12	)		(25	)		—			—			—			(25	)

Total Company	$	1,139		$	282		$	—		$	(1	)	$	—		$	281

^(a)

Includes the elimination of transactions between segments.

^(b)

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

^(c)

Relates to the recovery of a previously recorded impairment charge.

^(d)

Relates to a benefit from the reversal of an allowance associated with a previously divested asset.

Table 7

(2 of 2)

Wyndham Worldwide

NON-GAAP RECONCILIATION

(In millions)


	Net Revenues			Reported EBITDA			Legacy Adjustments ^(b)			Asset Impairments			Restructuring Costs			VAT Adjustments ^(e)			CTA Writeoff ^(f)		Adjusted EBITDA
Three months ended March 31, 2011
Lodging	$	149		$	27		$	—		$	13	^(c)	$	—		$	—		$	—	$	40
Vacation Exchange and Rentals		356			93			—			—			—			—			—		93
Vacation Ownership		450			97			—			—			(1	)^(d)		—			—		96

Total Reportable Segments		955			217			—			13			(1	)		—			—		229
Corporate and Other ^(a)		(3	)		(14	)		(11	)		—			—			—			—		(25	)

Total Company	$	952		$	203		$	(11	)	$	13		$	(1	)	$	—		$	—	$	204

Three months ended June 30, 2011
Lodging	$	190		$	66		$	—		$	—		$	—		$	—		$	—	$	66
Vacation Exchange and Rentals		361			106			—			—			7	^(g)		(31	)		—		82
Vacation Ownership		541			130			—			—			—			—			—		130

Total Reportable Segments		1,092			302			—			—			7			(31	)		—		278
Corporate and Other ^(a)		(2	)		(26	)		3			—			—			—			—		(23	)

Total Company	$	1,090		$	276		$	3		$	—		$	7		$	(31	)	$	—	$	255

Three months ended September 30, 2011
Lodging	$	222		$	67		$	—		$	—		$	—		$	—		$	—	$	67
Vacation Exchange and Rentals		436			131			—			—			—			—			4		135
Vacation Ownership		559			149			—			—			—			—			—		149

Total Reportable Segments		1,217			347			—			—			—			—			4		351
Corporate and Other ^(a)		(5	)		(18	)		(8	)		—			—			—			—		(26	)

Total Company	$	1,212		$	329		$	(8	)	$	—		$	—		$	—		$	4	$	325

Three months ended December 31, 2011
Lodging	$	188		$	(3	)	$	—		$	44	^(h)	$	—		$	—		$	—	$	41
Vacation Exchange and Rentals		291			38			—			—			—			—			—		38
Vacation Ownership		527			139			—			—			—			—			—		139

Total Reportable Segments		1,006			174			—			44			—			—			—		218
Corporate and Other ^(a)		(6	)		(26	)		—			—			—			—			—		(26	)

Total Company	$	1,000		$	148		$	—		$	44		$	—		$	—		$	—	$	192

Twelve months ended December 31, 2011
Lodging	$	749		$	157		$	—		$	57	^(c) (h)	$	—		$	—		$	—	$	214
Vacation Exchange and Rentals		1,444			368			—			—			7	^(g)		(31	)		4		348
Vacation Ownership		2,077			515			—			—			(1	)^(d)		—			—		514

Total Reportable Segments		4,270			1,040			—			57			6			(31	)		4		1,076
Corporate and Other ^(a)		(16	)		(84	)		(16	)		—			—			—			—		(100	)

Total Company	$	4,254		$	956		$	(16	)	$	57		$	6		$	(31	)	$	4	$	976

^(a)

Includes the elimination of transactions between segments.

^(b)

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

^(c)

Relates to a non-cash impairment charge related to a write-down of an international joint venture.

^(d)

Relates to the reversal of costs incurred as a result of various strategic initiatives commenced by the Company during 2008.

^(e)

Relates to a net benefit resulting from a refund of value added taxes.

^(f)

Relates to the write-off of foreign exchange translation adjustments associated with the liquidation of a foreign entity.

^(g)

Relates to costs incurred as a result of a strategic initiative commenced by the Company during 2010.

^(h)

Relates to non-cash impairment charges primarily related to the write-down of certain franchise and management agreements and development advance notes.

Table 8

(1 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


	Three Months Ended June 30, 2012
	As Reported			Impairment Recovery			As Adjusted
Net revenues
Service fees and membership	$	489					$	489
Vacation ownership interest sales		342						342
Franchise fees		163						163
Consumer financing		102						102
Other		43						43

Net revenues		1,139			—			1,139


Expenses
Operating		451						451
Cost of vacation ownership interests		42						42
Consumer financing interest		23						23
Marketing and reservation		190						190
General and administrative		156						156
Depreciation and amortization		46						46

Total expenses		908			—			908


Operating income		231			—			231
Other income, net		(5	)		1	^(a⁾		(4	)
Interest expense		32						32
Early extinguishment of debt		—						—
Interest income		(2	)					(2	)


Income before income taxes		206			(1	)		205
Provision for income taxes		78			(1	)^(b)		77


Net income attributable to Wyndham	$	128		$	—		$	128

Earnings per share
Basic	$	0.89		$	—		$	0.89
Diluted		0.88			—			0.87

Weighted average shares outstanding
Basic		144			144			144
Diluted		147			147			147

Note: EPS amounts may not add due to rounding.

^(a)

Relates to the recovery of a previously recorded impairment charge.

^(b)

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)


	Six Months Ended June 30, 2012
	As Reported			Impairment Recovery			Legacy Adjustments			Allowance Reversal			Early Extinguishment of Debt			As Adjusted
Net revenues
Service fees and membership	$	993														$	993
Vacation ownership interest sales		613															613
Franchise fees		281															281
Consumer financing		205															205
Other		83															83

Net revenues		2,175			—			—			—			—			2,175


Expenses
Operating		895															895
Cost of vacation ownership interests		70															70
Consumer financing interest		46															46
Marketing and reservation		356															356
General and administrative		310						4	^(b)								314
Depreciation and amortization		91															91

Total expenses		1,768			—			4			—			—			1,772


Operating income		407			—			(4	)		—			—			403
Other income, net		(9	)		1	^(a)					2	^(c)					(6	)
Interest expense		65															65
Early extinguishment of debt		106												(106	)^(d)		—
Interest income		(5	)														(5	)


Income before income taxes		250			(1	)		(4	)		(2	)		106			349
Provision for income taxes		91			(1	)^(e)		(2	)^(e)		—	^(e)		44	^(e)		132


Net income		159			—			(2	)		(2	)		62			217
Net loss attributable to noncontrolling interest		1			—			—			—			—			1


Net income attributable to Wyndham	$	160		$	—		$	(2	)	$	(2	)	$	62		$	218


Earnings per share
Basic	$	1.10		$	—		$	(0.02	)	$	(0.01	)	$	0.43		$	1.50
Diluted		1.08			—			(0.02	)		(0.01	)		0.42			1.47

Weighted average shares outstanding
Basic		145			145			145			145			145			145
Diluted		148			148			148			148			148			148

^(a)

Relates to the recovery of a previously recorded impairment charge.

^(b)

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

^(c⁾

Relates to a benefit from the reversal of an allowance associated with a previously divested asset.

^(d)

Represents costs incurred for the early repurchase of a portion of the Company’s 9.875% senior unsecured notes and 6.00% senior unsecured notes.

^(e)

Relates to the tax effect of the adjustment.

Table 8

(3 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


	Three Months Ended June 30, 2011
	As Reported			Early Extinguishment of Debt			Legacy Adjustments			Restructuring Costs			VAT Adjustments			As Adjusted
Net revenues
Service fees and membership	$	499														$	499
Vacation ownership interest sales		313															313
Franchise fees		134															134
Consumer financing		103															103
Other		41															41

Net revenues		1,090			—			—			—			—			1,090


Expenses
Operating		458															458
Cost of vacation ownership interests		48															48
Consumer financing interest		23															23
Marketing and reservation		153															153
General and administrative		126						(3	)^(b)					31	^(d)		154
Restructuring		7									(7	)^(c)					—
Depreciation and amortization		45															45

Total expenses		860			—			(3	)		(7	)		31			881


Operating income		230			—			3			7			(31	)		209
Other income, net		(1	)														(1	)
Interest expense		36												(3	)^(e)		33
Early extinguishment of debt		1			(1	)^(a)											—
Interest income		(2	)														(2	)


Income before income taxes		196			1			3			7			(28	)		179
Provision for income taxes		82			1	^(f)		1	^(f)		2	^(f)		(15	)^(f)		71


Net income attributable to Wyndham	$	114		$	—		$	2		$	5		$	(13	)	$	108


Earnings per share
Basic	$	0.68		$	—		$	0.01		$	0.03		$	(0.08	)	$	0.65
Diluted		0.67			—			0.01			0.03			(0.08	)		0.64

Weighted average shares outstanding
Basic		167			167			167			167			167			167
Diluted		170			170			170			170			170			170

Note: EPS amounts may not add due to rounding.

^(a)

Relates to costs incurred for the early repurchase of a portion of the Company’s 3.50% convertible notes during the second quarter of 2011.

^(b)

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

^(c)

Relates to costs incurred as a result of a strategic initiative commenced by the Company during 2010.

^(d)

Relates to a net benefit resulting from a refund of value added taxes.

^(e)

Relates to interest on value added tax accruals.

^(f)

Relates to the tax effect of the adjustments.

Table 8

(4 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


	Six Months Ended June 30, 2011
	As Reported			Early Extinguishment of Debt			Legacy Adjustments			Asset Impairment			Restructuring Costs			VAT Adjustments			As Adjusted
Net revenues
Service fees and membership	$	995																	$	995
Vacation ownership interest sales		535																		535
Franchise fees		235																		235
Consumer financing		206																		206
Other		70																		70

Net revenues		2,041			—			—			—			—			—			2,041


Expenses
Operating		868																		868
Cost of vacation ownership interests		79																		79
Consumer financing interest		46																		46
Marketing and reservation		290																		290
General and administrative		266						4	^(b)								31	^(f)		301
Asset impairment		13									(13	)^(d)								—
Restructuring		6												(6	)^(e)					—
Depreciation and amortization		90																		90

Total expenses		1,658			—			4			(13	)		(6	)		31			1,674


Operating income		383			—			(4	)		13			6			(31	)		367
Other income, net		(7	)					4	^(c)											(3	)
Interest expense		69															(3	)^(g)		66
Early extinguishment of debt		12			(12	)^(a)														—
Interest income		(3	)																	(3	)


Income before income taxes		312			12			(8	)		13			6			(28	)		307
Provision for income taxes		126			5	^(h)		(3	)^(h)		5	^(h)		2	^(h)		(15	)^(h)		120


Net income attributable to Wyndham	$	186		$	7		$	(5	)	$	8		$	4		$	(13	)	$	187

Earnings per share
Basic	$	1.10		$	0.04		$	(0.03	)	$	0.05		$	0.03		$	(0.08	)	$	1.10
Diluted		1.07			0.04			(0.03	)		0.04			0.02			(0.07	)		1.07

Weighted average shares outstanding
Basic		170			170			170			170			170			170			170
Diluted		174			174			174			174			174			174			174

Note: EPS amounts may not add due to rounding.

^(a)

Relates to costs incurred for the early repurchase of a portion of the Company’s 3.50% convertible notes during the first half of 2011.

^(b)

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

^(c)

Relates to a gain on the redemption of a preferred stock investment allocated to the Company in connection with our separation from Cendant.

^(d)

Relates to a non-cash impairment charge to reduce the value of an international joint venture in the Company’s lodging business.

^(e)

Primarily relates to costs incurred as a result of a strategic initiative commenced by the Company during 2010.

^(f)

Relates to a net benefit resulting from a refund of value added taxes.

^(g)

Relates to interest on value added tax accruals.

^(h)

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 less capital expenditures, equity investments and development advances. 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 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,
	2012			2011
Net cash provided by operating activities	$	647		$	696
Less: Property and equipment additions		(78	)		(96	)
Less: Equity investments and development advances		(2	)		(5	)

Free cash flow	$	567		$	595

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
2012	Q1			Q2			Q3			Q4			Full Year

Gross VOI sales ^(a)	$	384		$	460			N/A			N/A			N/A
Less: Sales under WAAM 1.0		(17	)		(18	)		N/A			N/A			N/A

Gross VOI sales, net of WAAM 1.0 sales		367			442			N/A			N/A			N/A
Less: Loan loss provision		(96	)		(100	)		N/A			N/A			N/A

Vacation ownership interest sales ^(a)	$	271		$	342			N/A			N/A			N/A


2011
Gross VOI sales	$	319		$	412		$	455		$	409		$	1,595
Less: Sales under WAAM 1.0		(18	)		(19	)		(38	)		(31	)		(106	)

Gross VOI sales, net of WAAM 1.0 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


2010
Gross VOI sales	$	308		$	371		$	412		$	373		$	1,464
Less: Sales under WAAM 1.0		(5	)		(13	)		(20	)		(14	)		(51	)

Gross VOI sales, net of WAAM 1.0 sales		303			358			392			359			1,413
Less: Loan loss provision		(86	)		(87	)		(85	)		(82	)		(340	)

Vacation ownership interest sales	$	217		$	271		$	308		$	276		$	1,072


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

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

Note: Amounts may not add due to rounding.

^(a)	Includes VOI sales under WAAM 2.0 beginning in the second quarter of 2012.

^(b)	Represents the revenue that is deferred under the percentage of completion method of accounting.

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):


	Q1		Q2		Q3		Q4		Full Year

2012	$	27	$	20		N/A		N/A		N/A
2011	$	18	$	18	$	21	$	11	$	68
2010	$	20	$	20	$	23	$	17	$	80
2009	$	24	$	23	$	29	$	28	$	104

Note: Amounts may not add across due to rounding.