EX-99.1

EXHIBIT 99.1

LOGO

Wyndham Worldwide Reports Fourth Quarter and Full Year 2012 Earnings

Full Year Adjusted EPS Growth of 30%

Increases Dividend 26%

Increases EPS and EBITDA Guidance for 2013

PARSIPPANY, N.J. (February 6, 2013) – Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months and year ended December 31, 2012.

Highlights:

•

Fourth quarter adjusted diluted earnings per share (EPS) was $0.63, compared with $0.47 in the fourth quarter of 2011, an increase of 34%. Fourth quarter 2012 reported diluted EPS was $0.57, an increase of 54% from the same period in 2011.

•

Free cash flow increased to $796 million for the year ended December 31, 2012, compared with $764 million in 2011.

•

The Company’s Board of Directors authorized an increase in the quarterly cash dividend to $0.29 from $0.23 per share, beginning with the dividend that is expected to be declared in the first quarter of 2013.

•

During the quarter, the Company repurchased 2.9 million shares of its common stock for $151 million. For the full year, the Company spent $623 million to repurchase 12.9 million shares of its common stock.

“I’m pleased by our 30% adjusted EPS growth in 2012, especially coming off of 25% growth in 2011. These results reflect the momentum in our business, the strong execution by our teams and a capital allocation philosophy that works for shareholders,” said Stephen P. Holmes, chairman and CEO, Wyndham Worldwide.

FOURTH QUARTER 2012 OPERATING RESULTS

Fourth quarter revenues increased 9% from the prior year period to $1.1 billion. The increase primarily reflects growth in the Company’s lodging and vacation ownership businesses.

For the fourth quarter of 2012, adjusted net income was $89 million, or $0.63 per diluted share, compared with $73 million, or $0.47 per diluted share, for the same period in 2011. The increase in adjusted net income primarily reflects stronger operating results at the Company’s lodging and vacation ownership businesses. EPS also benefited from the Company’s share repurchase program, which reduced fourth quarter weighted average share count by 8% compared with the same period in 2011.

Reported net income for the fourth quarter of 2012 was $81 million, or $0.57 per diluted share, compared with net income of $56 million, or $0.37 per diluted share, for the fourth quarter of 2011. Reported net income included several items not included in adjusted net income. The net effect of these items was a reduction to net income of $8 million in the fourth quarter of 2012 and $17 million in the fourth quarter of 2011. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

FULL YEAR 2012 OPERATING RESULTS

Revenues for full year 2012 were $4.5 billion, an increase of 7% over the prior-year period. The revenue increase resulted from growth in the lodging and vacation ownership businesses, partially offset by adverse foreign exchange translation impacts in the vacation exchange and rentals business.

Adjusted net income for the full year 2012 was $469 million, or $3.23 per diluted share, compared with $414 million, or $2.49 per diluted share, for the prior year. The increase in adjusted net income primarily reflects stronger operating results at the Company’s lodging and vacation ownership businesses. EPS also benefited from the Company’s share repurchase program, which reduced weighted average diluted share count by 13% compared with 2011.

Reported net income for full year 2012 was $400 million, or $2.75 per diluted share, compared with net income of $417 million, or $2.51 per diluted share, for the prior-year period. Reported net income included several items not included in adjusted net income. The net effect of these items reduced full year 2012 net income by $69 million and increased full year 2011 net income by $3 million. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

Free cash flow increased to $796 million in the year ended December 31, 2012 compared with $764 million in 2011, which included a $67 million benefit from a refund of value added taxes and related interest income. The growth of free cash flow largely reflects debt refinancing transactions and lower capital expenditures. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. For the year ended December 31, 2012, cash provided by operating activities was $1.0 billion, flat compared with the prior year.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $223 million in the fourth quarter of 2012, an increase of 19%, compared with the fourth quarter of 2011. The increase primarily reflects RevPAR gains, incremental revenues associated with the Company’s owned hotels and higher intersegment licensing fees for use of the Wyndham brand trade name.

Adjusted EBITDA was $62 million, an increase of 51% compared with the fourth quarter of 2011. The increase largely reflects RevPAR gains, cost savings and higher intersegment licensing fees.

Domestic RevPAR increased 6% compared with the fourth quarter of 2011, while system-wide RevPAR increased 4%.

As of December 31, 2012, the Company’s hotel system consisted of over 7,340 properties and 627,400 rooms. The development pipeline included approximately 930 hotels and 110,700 rooms, of which 59% were new construction and 56% were international.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $293 million in the fourth quarter of 2012, compared with $291 million in the fourth quarter of 2011. In constant currency and excluding the impact of acquisitions, revenues were flat.

Exchange revenues were $153 million, an increase of 2% compared with the fourth quarter of 2011. In constant currency, exchange revenues were up 1% as a 3% increase in exchange revenue per member was partially offset by the impact of a 2% decline in the average number of members. The decline in the average number of members was due to the non-renewal of an affiliation agreement at the beginning of 2012.

Vacation rental revenues were $125 million, flat compared with the fourth quarter of 2011, reflecting a 3% increase in transaction volume offset by a 2% decrease in the average net price per vacation rental.

Adjusted EBITDA for the fourth quarter of 2012 was $42 million, excluding $14 million of charges and impairments, up 11% compared with the prior-year period. Excluding the impact of acquisitions and the net effect of foreign currency, adjusted EBITDA increased by 3% compared with the prior year period, primarily due to operating efficiencies in the business.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues were $590 million in the fourth quarter of 2012, a 12% increase over the fourth quarter of 2011. Excluding the acquisition of Shell Vacations Club, revenues increased 6%, primarily reflecting increased VOI sales and higher resort management fees.

Gross VOI sales were $435 million in the fourth quarter of 2012, up 6% from the fourth quarter of 2011, primarily reflecting a 6% increase in tour flow, supported by the Shell acquisition.

Adjusted EBITDA for the fourth quarter of 2012 was $144 million, excluding $2 million of acquisition related restructuring costs, compared with EBITDA of $139 million in the fourth quarter of 2011, a 4% increase. Such increase was primarily due to the revenue

increases and the impact of the Shell acquisition, partially offset by higher general and administrative costs and incremental intersegment licensing fees.

Other Items

•

During 2013, the Company repurchased an additional 1.1 million shares for $60 million through February 5. The Company has $447 million remaining on its current share repurchase authorization.

•

Net interest expense in the fourth quarter of 2012 was $33 million, a decrease of $3 million from the fourth quarter of 2011, primarily due to lower interest rates offsetting higher average borrowings.

Balance Sheet Information as of December 31, 2012:

•

Cash and cash equivalents of $195 million, compared with $142 million at December 31, 2011

•

Vacation ownership contract receivables, net, of $2.9 billion, compared with $2.8 billion at December 31, 2011

•

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

•

Securitized vacation ownership debt of $2.0 billion, compared with $1.9 billion at December 31, 2011

•

Long-term debt of $2.6 billion, compared with $2.2 billion at December 31, 2011. The remaining borrowing capacity on the revolving credit facility, net of commercial paper borrowings, was $631 million, compared with $771 million as of December 31, 2011

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

Outlook

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

For the full year 2013, the Company raises guidance as follows:

•

Revenues of $4.925 - $5.100 billion, up from $4.90 – $5.05 billion

•

EBITDA of $1.140 - $1.165 billion, up from $1.125 – $1.150 billion

•

EPS of $3.57 - $3.70, up from $3.50 - $3.60

•

Weighted average diluted shares of 140 million, down from 143 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 the Company’s guidance may change materially.

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss this news on Wednesday, February 6, 2013 at 8:30 a.m. EST. 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 EST on February 6, 2013. The conference call may also be accessed by dialing (888) 942-9868 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 EST on February 6, 2013, at (888) 473-0137.

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 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 the Company’s reported results.

About Wyndham Worldwide Corporation

One of the world’s largest hospitality companies, Wyndham Worldwide (NYSE: WYN) provides a wide range of hospitality products and services through its global portfolio of world-renowned brands. The world’s largest hotel company based on the number of properties, Wyndham Hotel Group is home to many of the world’s best-known hotel brands, with over 7,340 franchised hotels and 627,400 hotel rooms worldwide. Wyndham Exchange & Rentals is the worldwide leader in vacation exchange and the world’s largest professionally managed vacation rentals business, providing more than 5 million leisure-bound families annually with access to over 103,000 vacation properties in 100 countries through its prominent exchange and vacation rental brands. The industry and timeshare ownership market leader, Wyndham Vacation Ownership develops, markets, and sells vacation ownership interests and provides consumer financing to owners through its network of 190 vacation ownership resorts serving approximately 915,000 owners throughout the United States, Canada, Mexico, the Caribbean, and the South Pacific. Based in Parsippany, NJ, Wyndham Worldwide employs approximately 32,500 associates globally. For more information, please visit www.wyndhamworldwide.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Company’s revenues, earnings, dividends 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 October 24, 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 shareholders for the three months ended December 31, 2012 and 2011:


	Three Months Ended December 31,
	2012						2011
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	223		$	62		$	188		$	(3	)^(e)
Vacation Exchange and Rentals		293			28	^(b)		291			38
Vacation Ownership		590			142	^(c)		527			139

Total Reportable Segments		1,106			232			1,006			174
Corporate and Other ^(a)		(12	)		(28	)^(d)		(6	)		(26	)

Total Company	$	1,094		$	204		$	1,000		$	148


Reconciliation of EBITDA to Net Income Attributable to Wyndham shareholders

EBITDA				$	204					$	148
Depreciation and amortization					49						45
Interest expense					35						37
Interest income					(2	)					(1	)

Income before income taxes					122						67
Provision for income taxes					41						11

Net income attributable to Wyndham shareholders				$	81					$	56

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

^(b)

Includes (i) a non-cash impairment charge of $8 million for the write-down of the ResortQuest and Steamboat Resorts tradenames, (ii) $5 million of restructuring costs incurred as a result of organizational realignment initiatives commenced during 2012 and (iii) $1 million of acquisition costs incurred in connection with the acquisition of Oceana Resorts and a tuck-in acquisition (December 2012).

^(c)	Includes $2 million of restructuring costs associated with the Company’s acquisition of Shell Vacations Club (September 2012).

^(d)	Includes $2 million of a net benefit related to the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(e)	Includes non-cash impairment charges of $44 million primarily related to the write-down of certain franchise and management agreements and development advance notes.

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the three months ended December 31, 2012 and 2011 (for a description of adjustments by segment, see Table 7):


	Three Months Ended December 31,
	2012						2011
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	223		$	62		$	188		$	41
Vacation Exchange and Rentals		293			42			291			38
Vacation Ownership		590			144			527			139

Total Reportable Segments		1,106			248			1,006			218
Corporate and Other		(12	)		(30	)		(6	)		(26	)

Total Company	$	1,094		$	218		$	1,000		$	192

Table 1

(2 of 2)

Wyndham Worldwide Corporation

OPERATING RESULTS OF REPORTABLE SEGMENTS

(In millions)

The following tables summarize net revenues and EBITDA for reportable segments, as well as reconcile EBITDA to net income attributable to Wyndham shareholders for the twelve months ended December 31, 2012 and 2011:


	Twelve Months Ended December 31,
	2012						2011
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	890		$	272	^(b)	$	749		$	157	^(g)
Vacation Exchange and Rentals		1,422			328	^(c)		1,444			368	^(h)
Vacation Ownership		2,269			549	^(d)		2,077			515	⁽ⁱ⁾

Total Reportable Segments		4,581			1,149			4,270			1,040
Corporate and Other ^(a)		(47	)		(104	)^(e)		(16	)		(84	)^(e)

Total Company	$	4,534		$	1,045		$	4,254		$	956


Reconciliation of EBITDA to Net Income Attributable to Wyndham shareholders

EBITDA				$	1,045					$	956
Depreciation and amortization					185						178
Interest expense					132						140	^(j)
Early extinguishment of debt					108	^(f)					12	^(k)
Interest income					(8	)					(24	)^(l)

Income before income taxes					628						650
Provision for income taxes					229						233

Net income					399						417
Net loss attributable to noncontrolling interest					1						—

Net income attributable to Wyndham shareholders				$	400					$	417

^(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 non-cash impairment charge of $8 million for the write-down of the ResortQuest and Steamboat Resorts tradenames, (ii) $5 million of restructuring costs incurred as a result of organizational realignment initiatives commenced during 2012, (iii) a $2 million benefit related to the reversal of an allowance associated with a previously divested asset and (iv) $1 million of acquisition costs incurred in connection with the acquisition of Oceana Resorts and a tuck-in acquisition (December 2012).

^(d)	Includes (i) $2 million of restructuring costs and (ii) $1 million of acquisition costs incurred in connection with the Company’s acquisition of Shell Vacations Club during September 2012.

^(e)	Includes $5 million and $16 million of a net benefit during 2012 and 2011, respectively, related to the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(f)	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.

^(g)	Includes non-cash impairment charges of (i) $44 million primarily related to the write-down of certain franchise and management agreements and development advance notes and (ii) $13 million related to a write-down of an international joint venture.

^(h)

Includes (i) a $31 million net benefit resulting from a refund of value added taxes, (ii) $7 million of restructuring costs incurred in connection with a strategic initiative commenced by the Company during 2010 and (iii) a $4 million charge related to the write-off of foreign exchange translation adjustments associated with the liquidation of a foreign entity.

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

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

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

^(l)	Includes $16 million of interest income related to a refund value added taxes.

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the twelve months ended December 31, 2012 and 2011 (for a description of adjustments by segment, see Table 7):


	Twelve Months Ended December 31,
	2012						2011
				Adjusted						Adjusted
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	890		$	271		$	749		$	214
Vacation Exchange and Rentals		1,422			340			1,444			348
Vacation Ownership		2,269			552			2,077			514

Total Reportable Segments		4,581			1,163			4,270			1,076
Corporate and Other		(47	)		(109	)		(16	)		(100	)

Total Company	$	4,534		$	1,054		$	4,254		$	976

Table 2

Wyndham Worldwide Corporation

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)


	Three Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012			2011
Net revenues
Service and membership fees	$	446		$	434		$	2,005		$	2,012
Vacation ownership interest sales		337			295			1,323			1,150
Franchise fees		134			127			583			522
Consumer financing		110			105			421			415
Other		67			39			202			155

Net revenues		1,094			1,000			4,534			4,254


Expenses
Operating		454	^(b)		422			1,842	^(b)		1,781	^(h)
Cost of vacation ownership interests		46			37			161			152
Consumer financing interest		21			25			90			92
Marketing and reservation		169			156			723			628
General and administrative^(a)		185			170			666			593	⁽ⁱ⁾
Asset impairments		8	^(c)		44	^(e)		8	^(c)		57	^(e)
Restructuring		7	^(d)		—			7	^(d)		6	^(j)
Depreciation and amortization		49			45			185			178

Total expenses		939			899			3,682			3,487


Operating income		155			101			852			767
Other income, net		—			(2	)		(8	)^(f)		(11	)^(k)
Interest expense		35			37			132			140	^(l)
Early extinguishment of debt		—			—			108	^(g)		12	^(m)
Interest income		(2	)		(1	)		(8	)		(24	)⁽ⁿ⁾


Income before income taxes		122			67			628			650
Provision for income taxes		41			11			229			233	^(o)


Net income		81			56			399			417
Net loss attributable to noncontrolling interest		—			—			1			—


Net income attributable to Wyndham shareholders	$	81		$	56		$	400		$	417


Earnings per share
Basic	$	0.58		$	0.37		$	2.80		$	2.57
Diluted		0.57			0.37			2.75			2.51

Weighted average shares outstanding
Basic		139			151			143			162
Diluted		141			154			145			166

^(a)

Includes $2 million of a net benefit during the three months ended December 31, 2012 and $5 million and $12 million of a net benefit during the twelve months ended December 31, 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 $1 million of costs incurred in connection with the acquisition of Oceana Resorts and a tuck-in acquisition (December 2012). The twelve months ended December 31, 2012 also includes $1 million of costs incurred in connection with the acquisition of Shell Vacations Club (September 2012).

^(c)	Relates to a non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames.

^(d)	Relates to costs incurred as a result of organizational realignment initiatives commenced during 2012 and restructuring associated with the Shell acquisition.

^(e)	Includes non-cash impairment charges of (i) $44 million primarily related to the write-down of certain franchise and management agreements and development advance notes and (ii) $13 million related to a write-down of an international joint venture.

⁽^f⁾	Includes (i) a $2 million benefit related to the reversal of an allowance associated with a previously divested asset and (ii) a $1 million benefit from the recovery of a previously recorded impairment charge.

^(g)	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.

^(h)	Includes a $4 million charge related to the write-off of foreign exchange translation adjustments associated with the liquidation of a foreign entity.

⁽ⁱ⁾	Includes a $31 million net benefit resulting from a refund of value added taxes.

^(j)	Includes (i) $7 million of costs incurred as a result of a strategic initiative commenced by the Company during 2010 and (ii) a $1 million benefit for the reversal of costs incurred as a result of various strategic initiatives commenced by the Company during 2008.

^(k)	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.

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

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

⁽ⁿ⁾	Includes $16 million of interest income related to the refund of value added taxes.

^(o)	Includes a benefit of $13 million related to the reversal of a tax valuation allowance.

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		618,100		627,400		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	$	40.39	$	31.86	$	34.80
		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		3,672		3,670		3,674
		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	$	171.14	$	165.86	$	179.68
		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		390		259		1,392
		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	$	635.44	$	484.69	$	504.55
		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 ^(c)
Gross Vacation Ownership Interest (VOI) Sales (in 000s) ^(d)		2012	$	384,000	$	460,000	$	502,000	$	435,000	$	1,781,000
		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 ^(e)		2012		148,000		186,000		207,000		183,000		724,000
		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) ^(e)		2012	$	2,414	$	2,361	$	2,315	$	2,225	$	2,324
		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), two tuck-in acquisitions (third quarter 2011) and Smoky Mountain Property Management Group (August 2012) from the acquisition dates forward. Therefore, the operating statistics are not presented on a comparable basis.

^(c)	Includes the impact of the acquisition of Shell Vacations Club (September 2012) from the acquisition date forward. Therefore, the operating statistics are not presented on a comparable basis.

^(d)	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).

^(e)	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		7,260		7,340		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	$	124,000	$	89,000	$	409,000
		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	$	5,000	$	10,000	$	49,000
		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	$	4,000	$	6,000	$	33,000
		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	$	57,000	$	30,000	$	99,000

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 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 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 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	$	88	$	71	$	301	$	58	$	75	$	85	$	66	$	284
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		68		99		98		80		345		54		75		94		76		299
Hotel Management Reimbursable Revenues ^(b)		21		22		25		23		91		19		19		21		20		79
Inter-segment Trademark Fees ^(c)		8		9		9		8		34		1		2		3		4		10
Owned Hotel Revenues		8		8		7		18		41		—		—		—		5		5
Ancillary Revenues ^(d)		18		15		22		23		78		17		19		19		17		72

Total Lodging		185		233		249		223		890		149		190		222		188		749

Vacation Exchange and Rentals
Exchange Revenues		188		162		157		153		660		194		168		161		150		673
Rental Revenues		159		170		248		125		702		150		180		260		125		715
Ancillary Revenues ^(e)		14		16		15		15		60		12		13		15		16		56

Total Vacation Exchange and Rentals		361		348		420		293		1,422		356		361		436		291		1,444

Vacation Ownership
Vacation Ownership Interest Sales		271		342		373		337		1,323		222		313		320		295		1,150
Consumer Financing		103		102		106		110		421		102		103		105		105		415
Property Management Fees		110		108		117		125		460		110		108		105		101		424
WAAM 1.0 Commissions		12		11		4		6		33		10		11		23		21		65
Ancillary Revenues ^(f)		5		7		8		12		32		6		6		6		5		23

Total Vacation Ownership		501		570		608		590		2,269		450		541		559		527		2,077

Total Reportable Segments	$	1,047	$	1,151	$	1,277	$	1,106	$	4,581	$	955	$	1,092	$	1,217	$	1,006	$	4,270


	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

^(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)


	December 31, 2012		September 30, 2012		June 30, 2012		March 31, 2012		December 31, 2011
Securitized vacation ownership debt ^(a)
Term notes	$	1,770	$	1,702	$	1,634	$	1,896	$	1,625
Bank conduit facility ^(b)		190		220		220		104		237

Securitized vacation ownership debt ^(c)		1,960		1,922		1,854		2,000		1,862
Less: Current portion of securitized vacation ownership debt		218		206		191		206		196

Long-term securitized vacation ownership debt	$	1,742	$	1,716	$	1,663	$	1,794	$	1,666

Debt:
Revolving credit facility (due July 2016) ^(d)	$	85	$	270	$	81	$	47	$	218
Commercial paper^(e)		273		—		—		—		—
3.50% convertible notes (due May 2012) ^(f)		—		—		—		44		36
9.875% senior unsecured notes (due May 2014)		42		42		42		42		243
6.00% senior unsecured notes (due December 2016)		361		361		362		362		811
2.95% senior unsecured notes (due March 2017)		298		298		298		298		—
5.75% senior unsecured notes (due February 2018)		248		248		248		247		247
7.375% senior unsecured notes (due March 2020)		248		248		248		248		247
5.625% senior unsecured notes (due March 2021)		246		246		245		245		245
4.25% senior unsecured notes (due March 2022)		644		644		644		643		—
Vacation rentals capital leases		105		104		95		103		102
Other		52		68		3		1		4

Total debt		2,602		2,529		2,266		2,280		2,153
Less: Current portion of debt		326		64		11		54		46

Long-term debt	$	2,276	$	2,465	$	2,255	$	2,226	$	2,107

^(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 August 2014 and borrowing capacity of $650 million. As of December 31, 2012, this facility had remaining borrowing capacity of $460 million.

^(c)	This debt is collateralized by $2,543 million, $2,517 million, $2,490 million, $2,622 million and $2,638 million of underlying vacation ownership contract receivables and related assets as of December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011, respectively.

^(d)

Represents a $1.0 billion revolving credit facility that expires on July 15, 2016. As of December 31, 2012, the Company had $11 million of outstanding letters of credit and a remaining borrowing capacity of $904 million. After considering outstanding commercial paper borrowings of $273 million, the remaining borrowing capacity was $631 million as of December 31, 2012.

^(e)	Represents a $500 million commercial paper program which the Company commenced in October 2012. As of December 31, 2012, the program had a remaining borrowing capacity of $227 million.

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

Table 6

(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS


	As of and For the Three Months Ended December 31, 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		112		27,651	55.2%	$110.77	$ 61.16

TRYP by Wyndham		91		13,112	56.8%	$ 96.64	$ 54.85

Wingate by Wyndham		160		14,681	55.2%	$ 82.73	$ 45.65

Hawthorn Suites by Wyndham		94		9,317	57.7%	$ 68.86	$ 39.75

Ramada		850		115,811	50.3%	$ 79.76	$ 40.13

Baymont		317		26,109	45.5%	$ 61.27	$ 27.87

Days Inn		1,826		147,808	43.4%	$ 61.29	$ 26.59

Super 8		2,314		147,512	51.5%	$ 50.72	$ 26.14

Howard Johnson		455		46,203	44.6%	$ 62.03	$ 27.65

Travelodge		445		33,213	43.2%	$ 63.06	$ 27.26

Microtel Inns & Suites by Wyndham		308		21,938	51.3%	$ 61.73	$ 31.68

Knights Inn		363		22,670	40.3%	$ 41.72	$ 16.80

Dream		5		990	69.2%	$242.53	$167.79

Night		2		422	45.9%	$119.65	$ 54.93


Total Lodging		7,342		627,437	48.2%	$ 66.05	$ 31.86

Vacation Ownership

Wyndham Vacation Ownership resorts		190		23,441	N/A	N/A	N/A


Total Wyndham Worldwide		7,532		650,878


	As of and For the Three Months Ended December 31, 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		100		26,180	55.2%	$109.87	$ 60.66

TRYP by Wyndham		91		13,076	59.8%	$ 97.58	$ 58.33

Wingate by Wyndham		162		14,836	55.3%	$ 78.47	$ 43.42

Hawthorn Suites by Wyndham		74		7,036	56.3%	$ 72.93	$ 41.09

Ramada		845		114,306	49.4%	$ 77.79	$ 38.41

Baymont		259		21,605	42.9%	$ 60.63	$ 25.99

Days Inn		1,864		150,436	42.8%	$ 59.07	$ 25.31

Super 8		2,249		142,254	49.2%	$ 51.24	$ 25.19

Howard Johnson		451		45,115	43.9%	$ 59.39	$ 26.08

Travelodge		440		33,081	42.2%	$ 61.45	$ 25.95

Microtel Inns & Suites by Wyndham		315		22,441	49.0%	$ 58.62	$ 28.75

Knights Inn		349		21,698	37.8%	$ 40.37	$ 15.25

Dream		5		990	75.8%	$242.68	$183.83

Night		1		72	94.5%	$261.24	$247.00


Total Lodging		7,205		613,126	47.0%	$ 65.18	$ 30.65

Vacation Ownership

Wyndham Vacation Ownership resorts		162		20,803	N/A	N/A	N/A


Total Wyndham Worldwide		7,367		633,929

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 Year Ended December 31, 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		112		27,651	58.9%	$110.28	$ 64.97

TRYP by Wyndham		91		13,112	60.7%	$ 97.49	$ 59.17

Wingate by Wyndham		160		14,681	61.0%	$ 83.43	$ 50.88

Hawthorn Suites by Wyndham		94		9,317	61.9%	$ 72.89	$ 45.13

Ramada		850		115,811	52.6%	$ 78.86	$ 41.50

Baymont		317		26,109	50.5%	$ 63.25	$ 31.96

Days Inn		1,826		147,808	48.1%	$ 63.05	$ 30.34

Super 8		2,314		147,512	54.8%	$ 53.00	$ 29.06

Howard Johnson		455		46,203	47.6%	$ 62.47	$ 29.76

Travelodge		445		33,213	48.2%	$ 66.40	$ 32.02

Microtel Inns & Suites by Wyndham		308		21,938	54.9%	$ 62.20	$ 34.14

Knights Inn		363		22,670	41.3%	$ 43.08	$ 17.78

Dream		5		990	72.1%	$216.87	$156.44

Night		2		422	57.8%	$159.04	$ 91.90


Total Lodging		7,342		627,437	51.8%	$ 67.13	$ 34.80

Vacation Ownership

Wyndham Vacation Ownership resorts		190		23,441	N/A	N/A	N/A


Total Wyndham Worldwide		7,532		650,878


	As of and For the Year Ended December 31, 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		100		26,180	58.4%	$108.27	$ 63.22

TRYP by Wyndham		91		13,076	60.5%	$103.27	$ 62.48

Wingate by Wyndham		162		14,836	59.7%	$ 80.61	$ 48.11

Hawthorn Suites by Wyndham		74		7,036	61.1%	$ 74.76	$ 45.69

Ramada		845		114,306	51.4%	$ 76.40	$ 39.29

Baymont		259		21,605	47.5%	$ 62.00	$ 29.43

Days Inn		1,864		150,436	47.0%	$ 61.42	$ 28.88

Super 8		2,249		142,254	52.1%	$ 54.32	$ 28.29

Howard Johnson		451		45,115	46.7%	$ 60.72	$ 28.33

Travelodge		440		33,081	46.7%	$ 65.12	$ 30.41

Microtel Inns & Suites by Wyndham		315		22,441	52.7%	$ 59.07	$ 31.11

Knights Inn		349		21,698	38.7%	$ 42.32	$ 16.39

Dream		5		990	75.6%	$198.31	$149.88

Night		1		72	94.0%	$241.42	$227.05

Total Lodging		7,205		613,126	50.2%	$ 66.46	$ 33.34

Vacation Ownership

Wyndham Vacation Ownership resorts		162		20,803	N/A	N/A	N/A


Total Wyndham Worldwide		7,367		633,929

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 Corporation

NON-GAAP RECONCILIATION

(In millions)


	Net Revenues			Reported EBITDA			Legacy Adjust- ments ^(b)			Im- pairment Recovery ^(c)			Allowance Reversal ^(d)			Acquisition Costs ^(e)		Asset Im- pairment ^(f)		Re- structuring Costs ^(g)		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

Three months ended September 30, 2012
Lodging	$	249		$	86		$	—		$	—		$	—		$	—	$	—	$	—	$	86
Vacation Exchange and Rentals		420			123			—			—			—			—		—		—		123
Vacation Ownership		608			154			—			—			—			1		—		—		155

Total Reportable Segments		1,277			363			—			—			—			1		—		—		364
Corporate and Other ^(a)		(12	)		(30	)		1			—			—			—		—		—		(29	)

Total Company	$	1,265		$	333		$	1		$	—		$	—		$	1	$	—	$	—	$	335

Three months ended December 31, 2012
Lodging	$	223		$	62		$	—		$	—		$	—		$	—	$	—	$	—	$	62
Vacation Exchange and Rentals		293			28			—			—			—			1		8		5		42
Vacation Ownership		590			142			—			—			—			—		—		2		144

Total Reportable Segments		1,106			232			—			—			—			1		8		7		248
Corporate and Other ^(a)		(12	)		(28	)		(2	)		—			—			—		—		—		(30	)

Total Company	$	1,094		$	204		$	(2	)	$	—		$	—		$	1	$	8	$	7	$	218

Twelve months ended December 31, 2012
Lodging	$	890		$	272		$	—		$	(1	)	$	—		$	—	$	—	$	—	$	271
Vacation Exchange and Rentals		1,422			328			—			—			(2	)		1		8		5		340
Vacation Ownership		2,269			549			—			—			—			1		—		2		552

Total Reportable Segments		4,581			1,149			—			(1	)		(2	)		2		8		7		1,163
Corporate and Other ^(a)		(47	)		(104	)		(5	)		—			—			—		—		—		(109	)

Total Company	$	4,534		$	1,045		$	(5	)	$	(1	)	$	(2	)	$	2	$	8	$	7	$	1,054

^(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 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.

^(e)

Relates to costs incurred in connection with the Company’s acquisition of Shell Vacations Club (September 2012) and the acquisition of Oceana Resorts and a tuck-in acquisition (December 2012).

^(f)

Relates to a non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames.

^(g)

Relates to costs incurred as a result of organizational realignment initiatives commenced during 2012 and restructuring associated with the Shell acquisition.

Table 7

(2 of 2)

Wyndham Worldwide Corporation

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 December 31, 2012
	As Reported			Legacy Adjustments			Acquisition Costs			Asset Impairment			Restructuring Costs			As Adjusted
Net revenues
Service fees and membership	$	446														$	446
Vacation ownership interest sales		337															337
Franchise fees		134															134
Consumer financing		110															110
Other		67															67

Net revenues		1,094			—			—			—			—			1,094


Expenses
Operating		454						(1	)^(b)								453
Cost of vacation ownership interests		46															46
Consumer financing interest		21															21
Marketing and reservation		169															169
General and administrative		185			2	^(a)											187
Asset impairments		8									(8	)^(c)					—
Restructuring		7												(7	)^(d)		—
Depreciation and amortization		49															49

Total expenses		939			2			(1	)		(8	)		(7	)		925


Operating income		155			(2	)		1			8			7			169
Interest expense		35															35
Interest income		(2	)														(2	)


Income before income taxes		122			(2	)		1			8			7			136
Provision for income taxes		41			—	^(e)		—	^(e)		3	^(e)		3	^(e)		47


Net income attributable to Wyndham shareholders	$	81		$	(2	)	$	1		$	5		$	4		$	89

Earnings per share
Basic	$	0.58		$	(0.01	)	$	0.01		$	0.04		$	0.03		$	0.64
Diluted		0.57			(0.01	)		0.01			0.04			0.03			0.63

Weighted average shares outstanding
Basic		139			139			139			139			139			139
Diluted		141			141			141			141			141			141

Note: EPS amounts may not add due to rounding.

^(a)

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

^(b)

Relates to costs incurred in connection with the acquisition of Oceana Resorts and a tuck-in acquisition (December 2012).

^(c)

Relates to a non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames.

^(d)

Relates to costs incurred as a result of organizational realignment initiatives commenced during 2012 and restructuring associated with the Shell acquisition.

^(e)

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)


	Twelve Months Ended December 31, 2012
	As Reported			Legacy Adjust- ments			Reversal / Recovery			Acquisition Costs			Early Extinguish- ment of Debt			Asset Im- pairment			Re- structuring Costs			As Adjusted
Net revenues
Service fees and membership	$	2,005																				$	2,005
Vacation ownership interest sales		1,323																					1,323
Franchise fees		583																					583
Consumer financing		421																					421
Other		202																					202

Net revenues		4,534			—			—			—			—			—			—			4,534


Expenses
Operating		1,842									(2	)^(c)											1,840
Cost of vacation ownership interests		161																					161
Consumer financing interest		90																					90
Marketing and reservation		723																					723
General and administrative		666			5	^(a)																	671
Asset impairments		8															(8	)^(e)					—
Restructuring		7																		(7	)^(f)		—
Depreciation and amortization		185																					185

Total expenses		3,682			5			—			(2	)		—			(8	)		(7	)		3,670


Operating income		852			(5	)		—			2			—			8			7			864
Other income, net		(8	)					3	^(b)														(5	)
Interest expense		132																					132
Early extinguishment of debt		108												(108	)^(d)								—
Interest income		(8	)																				(8	)


Income before income taxes		628			(5	)		(3	)		2			108			8			7			745
Provision for income taxes		229			(2	)^(g)		(1	)^(g)		1	^(g)		44	^(g)		3	^(g)		3	^(g)		277


Net income		399			(3	)		(2	)		1			64			5			4			468
Net loss attributable to noncontrolling interest		1			—			—			—			—			—			—			1

Net income attributable to Wyndham shareholders	$	400		$	(3	)	$	(2	)	$	1		$	64		$	5		$	4		$	469


Earnings per share
Basic	$	2.80		$	(0.02	)	$	(0.02	)	$	0.01		$	0.45		$	0.03		$	0.03		$	3.29
Diluted		2.75			(0.02	)		(0.02	)		0.01			0.44			0.03			0.03			3.23

Weighted average shares outstanding
Basic		143			143			143			143			143			143			143			143
Diluted		145			145			145			145			145			145			145			145

Note: EPS amounts may not add due to rounding.

^(a)

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

^(b)

Includes $2 million related to a benefit from the reversal of an allowance associated with a previously divested asset and $1 million related to the recovery of a previously recorded impairment charge.

^(c)

Relates to costs incurred in connection with the Company’s acquisition of Shell Vacations Club (September 2012) and the acquisition of Oceana Resorts and a tuck-in acquisition (December 2012).

^(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 a non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames.

^(f)

Relates to costs incurred as a result of organizational realignment initiatives commenced during 2012 and restructuring associated with the Shell acquisition.

^(g)	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 December 31, 2011
	As Reported			Legacy Adjustments			Asset Impairments			VAT Adjustments			As Adjusted
Net revenues
Service fees and membership	$	434											$	434
Vacation ownership interest sales		295												295
Franchise fees		127												127
Consumer financing		105												105
Other		39												39

Net revenues		1,000			—			—			—			1,000


Expenses
Operating		422												422
Cost of vacation ownership interests		37												37
Consumer financing interest		25												25
Marketing and reservation		156												156
General and administrative		170												170
Asset impairments		44						(44	)^(a)					—
Depreciation and amortization		45												45

Total expenses		899			—			(44	)		—			855


Operating income		101			—			44			—			145
Other income, net		(2	)											(2	)
Interest expense		37												37
Interest income		(1	)					—						(1	)


Income before income taxes		67			—			44						111
Provision for income taxes		11			3	^(b)		17	^(c)		7	^(d)		38


Net income attributable to Wyndham shareholders	$	56		$	(3	)	$	27		$	(7	)	$	73


Earnings per share
Basic	$	0.37		$	(0.02	)	$	0.18		$	(0.05	)	$	0.49
Diluted		0.37			(0.02	)		0.18			(0.05	)	$	0.47

Weighted average shares outstanding
Basic		151			151			151			151			151
Diluted		154			154			154			154			154

Note: EPS amounts may not add across due to rounding.

^(a)

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

^(b)

Relates to the reversal of certain legacy tax liabilities resulting from our separation from Cendant.

^(c)

Relates to the tax effect of the adjustment.

^(d)

Relates to additional tax adjustments from the utilization of foreign tax credits generated from the value added tax refund and related interest income recorded during the second and third quarters of 2011.

Table 8

(4 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


	Twelve Months Ended December 31, 2011
	As Reported			Early Extinguish- ment of Debt			Tax Valuation Allowance			Legacy Adjust- ments			Asset Im- pairments			Re- structuring Costs			VAT Adjust- ments			CTA Write- off			As Ad- justed
Net revenues
Service fees and membership	$	2,012																							$	2,012
Vacation ownership interest sales		1,150																								1,150
Franchise fees		522																								522
Consumer financing		415																								415
Other		155																								155

Net revenues		4,254			—			—			—			—			—			—			—			4,254


Expenses
Operating		1,781																					(4	)^(j)		1,777
Cost of vacation ownership interests		152																								152
Consumer financing interest		92																								92
Marketing and reservation		628																								628
General and administrative		593									12	^(c)								31	^(g)					636
Asset impairment		57												(57	)^(e)											—
Restructuring		6															(6	)^(f)								—
Depreciation and amortization		178																								178

Total expenses		3,487			—			—			12			(57	)		(6	)		31			(4	)		3,463


Operating income		767			—			—			(12	)		57			6			(31	)		4			791
Other income, net		(11	)								4	^(d)														(7	)
Interest expense		152			(12	)^(a)														(3	)^(h)					137
Interest income		(24	)																	16	⁽ⁱ⁾					(8	)


Income before income taxes		650			12			—			(16	)		57			6			(44	)		4			669
Provision for income taxes		233			5	^(k)		13	^(b)		(2	)^(l)		22	^(k)		1	^(k)		(17	)^(k)		—	^(k)		255


Net income attributable to Wyndham shareholders	$	417		$	7		$	(13	)	$	(14	)	$	35		$	5		$	(27	)	$	4		$	414


Earnings per share
Basic	$	2.57		$	0.04		$	(0.08	)	$	(0.08	)	$	0.21		$	0.03		$	(0.17	)	$	0.02		$	2.55
Diluted		2.51			0.04			(0.08	)		(0.08	)		0.21			0.03			(0.17	)		0.02		$	2.49

Weighted average shares outstanding
Basic		162			162			162			162			162			162			162			162			162
Diluted		166			166			166			166			166			166			166			166			166

^(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 reversal of a tax valuation allowance.

^(c)

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

^(d)

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

^(e)

Relates to non-cash impairment charges due to a write-down of certain franchise and management agreements and development advance notes and the write-down of an international joint venture.

^(f)

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

^(g)

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

^(h)

Relates to interest on value added tax accruals.

⁽ⁱ⁾

Relates to interest income associated with a refund of value added taxes.

^(j)

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

^(k)

Relates to the tax effect of the adjustments.

^(l)

Relates to the tax effect of the adjustments and the reversal of certain legacy tax liabilities resulting from our separation from Cendant.

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. 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, 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. During the fourth quarter of 2012, the Company modified its definition of free cash flow to exclude the impact of development advances.

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:


	Twelve Months Ended December 31,
	2012			2011
Net cash provided by operating activities	$	1,004		$	1,003
Less: Property and equipment additions		(208	)		(239	)

Free cash flow	$	796		$	764

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		$	502		$	435		$	1,781
Less: Sales under WAAM 1.0		(17	)		(18	)		(5	)		(10	)		(49	)

Gross VOI sales, net of WAAM 1.0 sales		367			442			497			426			1,732
Less: Loan loss provision		(96	)		(100	)		(124	)		(89	)		(409	)

Vacation ownership interest sales ^(a)	$	271		$	342		$	373		$	337		$	1,323


2011
Gross VOI sales	$	319		$	412		$	455		$	409		$	1,595
Less: Sales under WAAM 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	$	22	$	28	$	97
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.