EX-99.1

EXHIBIT 99.1

LOGO

Wyndham Worldwide Reports Third Quarter 2013 Earnings

Third Quarter Adjusted EPS Up 25% Year-Over-Year

Raises Full Year EPS Guidance

Provides Preliminary 2014 Outlook

PARSIPPANY, N.J. (October 23, 2013) – Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months ended September 30, 2013.

Highlights:

•

Third quarter adjusted diluted earnings per share (EPS) was $1.41, an increase of 25% from adjusted diluted EPS of $1.13 in the third quarter of 2012. Reported diluted EPS was $1.40 in the third quarter of 2013, compared with $1.11 during the same period in 2012.

•

Adjusted net income increased 15% from the prior-year period.

•

During the quarter, the Company repurchased 2.7 million shares of its common stock for $160 million.

“Results for the quarter were excellent, with adjusted EPS growth of 25% and strong performance in each of our business units,” said Stephen P. Holmes, chairman and CEO. “Wyndham Hotel Group continues to expand its international footprint, Wyndham Exchange & Rentals is benefiting from recent innovations, and Wyndham Vacation Ownership continues to transform the business to an asset-light model. Overall, we have great momentum across the company, which when combined with our disciplined capital allocation strategy, will continue to create value for shareholders.”

THIRD QUARTER 2013 OPERATING RESULTS

Third quarter revenues were $1.4 billion, an increase of 13% from the prior year period.

Adjusted net income was $187 million, or $1.41 per diluted share, compared with $162 million, or $1.13 per diluted share for the same period in 2012. The increases in revenues and adjusted net income reflect stronger operating results across all of the Company’s businesses. EPS also benefited from the Company’s share repurchase program, which decreased weighted average diluted share count by 7% year-over-year.

Reported net income for the third quarter of 2013 was $187 million, or $1.40 per diluted share, compared with $159 million, or $1.11 per diluted share, for the third quarter of 2012. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

Free cash flow was $705 million for the nine months ended September 30, 2013, compared with $685 million for the same period in 2012, a 3% increase. The growth of free cash flow largely reflects stronger operating performance partially offset by higher capital expenditures. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. For the nine months ended September 30, 2013, net cash provided by operating activities was $858 million, compared with $808 million in the prior year period.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $297 million in the third quarter of 2013, a 19% increase over the third quarter of 2012. The increase reflects higher revenues from owned hotels, hotel franchise fees and management reimbursable fees as well as incremental global conference fees.

Domestic RevPAR increased 5.2% compared with the third quarter of 2012. Total system-wide RevPAR increased 3.4%, reflecting proportionally higher growth of lower RevPAR hotels in China.

EBITDA for the third quarter of 2013 was $95 million, a 10% increase compared with the third quarter of 2012. The increase was primarily due to higher RevPAR and the favorable timing of marketing expenditures.

As of September 30, 2013, the Company’s hotel system consisted of approximately 7,440 properties and over 638,300 rooms, a 3.3% room increase compared with the third quarter of 2012. The development pipeline included over 900 hotels and approximately 114,000 rooms, of which 60% were international and 66% were new construction.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $470 million in the third quarter of 2013, a 12% increase over the third quarter of 2012. In constant currency and excluding the impact of acquisitions, revenues increased 7%.

Exchange revenues were $158 million, flat compared with the third quarter of 2012. In constant currency, exchange revenues were up 1%, as the average number of members increased 1.0% and exchange revenue per member increased 0.4%.

Vacation rental revenues were $293 million, an 18% increase compared with the third quarter of 2012. In constant currency and excluding acquisitions, vacation rental revenues were up 10%, reflecting a 6.7% increase in the average net price per vacation rental and a 3.1% increase in transaction volume. Results benefited from an improved pricing strategy and increased rental unit supply in Europe.

EBITDA for the third quarter of 2013 was $141 million, a 15% increase over the third quarter of 2012. Excluding the impact of acquisitions and foreign currency, EBITDA increased 6%.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues were $677 million in the third quarter of 2013, an 11% increase over the third quarter of 2012. Excluding the impact of the Shell Vacations Club acquisition, revenues increased 6%, primarily reflecting higher gross VOI sales.

Gross VOI sales were $536 million in the third quarter of 2013, an increase of 7% over the third quarter of 2012, primarily reflecting an 8.7% increase in tour flow offset by a 1.6% decrease in volume per guest. Excluding Shell Vacations Club, volume per guest was flat.

Adjusted EBITDA for the third quarter of 2013 was $176 million, a 14% increase compared with the third quarter of 2012. Excluding the impact of the Shell Vacations Club acquisition, adjusted EBITDA increased 8%, primarily due to the revenue increases and a lower loan loss provision.

Other Items

•

The Company repurchased 2.7 million shares of common stock for $160 million during the third quarter of 2013. From October 1 through October 22, 2013, the Company repurchased an additional 0.8 million shares for $50 million. The Company’s remaining share repurchase authorization totals $732 million as of October 22, 2013.

•

Net interest expense in the third quarter of 2013 was $29 million, compared with $30 million in the third quarter of 2012, as lower rates associated with recent financings offset higher debt levels.

Balance Sheet Information as of September 30, 2013:

•

Cash and cash equivalents of $269 million, compared with $195 million at December 31, 2012

•

Vacation ownership contract receivables, net, of $2.8 billion, compared with $2.9 billion at December 31, 2012

•

Vacation ownership and other inventory of $1.0 billion, compared with $1.1 billion at December 31, 2012

•

Securitized vacation ownership debt of $1.9 billion, compared with $2.0 billion at December 31, 2012

•

Long-term debt of $2.9 billion, compared with $2.6 billion at December 31, 2012. The remaining borrowing capacity on the revolving credit facility, net of commercial paper borrowings, was $1.3 billion as of September 30, 2013, compared with $0.6 billion as of December 31, 2012

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 expects:

•

Revenues of approximately $4.925 — $5.100 billion

•

Adjusted EBITDA of approximately $1.140 — $1.165 billion

•

Adjusted EPS of approximately $3.78 — $3.80 based on a diluted share count of 135 million, from $3.66 — $3.76 based on a diluted share count of 136 million

The Company’s preliminary guidance for the full-year 2014 is as follows:

•

Revenues of approximately $5.250 — $5.350 billion

•

Adjusted EBITDA of approximately $1.215 — $1.240 billion

•

Adjusted EPS of approximately $4.12 — $4.22 based on a diluted share count of 133 million.

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss this news on Wednesday, October 23, 2013 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 October 23, 2013. The conference call may also be accessed by dialing 800-369-2125 and providing the passcode “WYNDHAM.” Listeners are urged to call at least 10 minutes prior to the scheduled start time. A telephone replay will be available for approximately 90 days beginning at noon EDT on October 23, 2013, at 866-454-2130.

Presentation of Financial Information

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

About Wyndham Worldwide Corporation

One of the world’s largest hospitality companies, Wyndham Worldwide (NYSE: WYN) provides a wide range of hospitality 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 7,440 franchised hotels and over 638,300 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 106,000 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 and related financial and operating measures.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include general economic conditions, the performance of the financial and credit markets, the economic environment for the hospitality industry, the impact of war, terrorist activity or political strife, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, as well as those described in the Company’s Annual Report on Form 10-K, filed with the SEC on February 15, 2013. 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 September 30, 2013 and 2012:


	Three Months Ended September 30,
	2013						2012
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	297		$	95		$	249		$	86
Vacation Exchange and Rentals		470			141			420			123
Vacation Ownership		677			176			608			154	^(c)

Total Reportable Segments		1,444			412			1,277			363
Corporate and Other ^(a)		(17	)		(33	)^(b)		(12	)		(30	)^(b)

Total Company	$	1,427		$	379		$	1,265		$	333


Reconciliation of EBITDA to Net Income Attributable to Wyndham shareholders
				Three Months Ended September 30,
				2013						2012
EBITDA				$	379					$	333
Depreciation and amortization					54						45
Interest expense					31						32
Early extinguishment of debt					—						2	^(d)
Interest income					(2	)					(2	)

Income before income taxes					296						256
Provision for income taxes					109						97

Net income attributable to Wyndham shareholders				$	187					$	159

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

^(b)	Includes $1 million of a net benefit and $1 million of a net expense during the three months ended September 30, 2013 and 2012, respectively, related to the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(c)	Includes $1 million of costs incurred in connection with the Company’s acquisition of Shell Vacations during September 2012.

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

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the three months ended September 30, 2013 and 2012 (for a description of adjustments by segment, see Table 7):


	Three Months Ended September 30,
	2013						2012
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	297		$	95		$	249		$	86
Vacation Exchange and Rentals		470			141			420			123
Vacation Ownership		677			176			608			155

Total Reportable Segments		1,444			412			1,277			364
Corporate and Other		(17	)		(34	)		(12	)		(29	)

Total Company	$	1,427		$	378		$	1,265		$	335

Table 1

(2 of 2)

Wyndham Worldwide Corporation

OPERATING RESULTS OF REPORTABLE SEGMENTS

(In millions)

The following tables summarize net revenues and EBITDA for reportable segments, as well as reconcile EBITDA to Net Income Attributable to Wyndham shareholders for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30,
	2013						2012
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	782		$	232		$	667		$	210	^(e)
Vacation Exchange and Rentals		1,220			320			1,129			300	^(f)
Vacation Ownership		1,856			447	^(b)		1,679			407	^(g)

Total Reportable Segments		3,858			999			3,475			917
Corporate and Other ^(a)		(44	)		(89	)^(c)		(35	)		(76	)^(c)

Total Company	$	3,814		$	910		$	3,440		$	841


Reconciliation of EBITDA to Net Income Attributable to Wyndham shareholders
				Nine Months Ended September 30,
				2013						2012
EBITDA				$	910					$	841
Depreciation and amortization					160						136
Interest expense					97						98
Early extinguishment of debt					111	^(d)					108	^(h)
Interest income					(6	)					(7	)

Income before income taxes					548						506
Provision for income taxes					201						187

Net income					347						319
Net (income)/loss attributable to noncontrolling interest					(1	)					1

Net income attributable to Wyndham shareholders				$	346					$	320

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

^(b)	Includes $2 million of costs incurred in connection with the acquisition of a WAAM 2.0 property (January 2013).

^(c)	Includes $1 million of a net expense and $3 million of a net benefit during the nine months ended September 30, 2013 and 2012, respectively, related to the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

^(d)	Represents costs incurred for the early repurchase of a portion of the Company’s 7.375%, 5.75% and 6.00% senior unsecured notes and the remaining portion of its 9.875% senior unsecured notes.

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

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

^(g)	Includes $1 million of costs incurred in connection with the Company’s acquisition of Shell Vacations during September 2012.

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

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the nine months ended September 30, 2013 and 2012 (for a description of adjustments by segment, see Table 7):


	Nine Months Ended September 30,
	2013						2012
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	782		$	232		$	667		$	209
Vacation Exchange and Rentals		1,220			320			1,129			298
Vacation Ownership		1,856			449			1,679			408

Total Reportable Segments		3,858			1,001			3,475			915
Corporate and Other		(44	)		(88	)		(35	)		(79	)

Total Company	$	3,814		$	913		$	3,440		$	836

Table 2

Wyndham Worldwide Corporation

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net revenues
Service and membership fees	$	680		$	566		$	1,833		$	1,558
Vacation ownership interest sales		384			373			995			987
Franchise fees		186			168			460			449
Consumer financing		107			106			318			311
Other		70			52			208			135

Net revenues		1,427			1,265			3,814			3,440


Expenses
Operating		589			495	^(b)		1,645	^(d)		1,389	^(b)
Cost of vacation ownership interests		43			45			107			115
Consumer financing interest		19			23			60			69
Marketing and reservation		213			197			570			554
General and administrative^(a)		186			172			528			481
Depreciation and amortization		54			45			160			136

Total expenses		1,104			977			3,070			2,744


Operating income		323			288			744			696
Other income, net		(2	)		—			(6	)		(9	)^(f)
Interest expense		31			32			97			98
Early extinguishment of debt		—			2	^(c)		111	^(e)		108	^(c)
Interest income		(2	)		(2	)		(6	)		(7	)


Income before income taxes		296			256			548			506
Provision for income taxes		109			97			201			187


Net income		187			159			347			319
Net (income)/loss attributable to noncontrolling interest		—			—			(1	)		1


Net income attributable to Wyndham shareholders	$	187		$	159		$	346		$	320


Earnings per share
Basic	$	1.42		$	1.13		$	2.58		$	2.20
Diluted		1.40			1.11			2.55			2.16

Weighted average shares outstanding
Basic		131			141			134			145
Diluted		133			144			136			148

^(a)

Includes $1 million of a net benefit and $1 million of a net expense during the three months ended September 30, 2013 and 2012, respectively, and $1 million of a net expense and $3 million of a net benefit during the nine months ended September 30, 2013 and 2012, 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 Company’s acquisition of Shell Vacations during September 2012.

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

^(d)	Includes $2 million of costs incurred in connection with the acquisition of a WAAM 2.0 property (January 2013).

^(e)	Represents costs incurred for the early repurchase of a portion of the Company’s 7.375%, 5.75% and 6.00% senior unsecured notes and the remaining portion of its 9.875% senior unsecured notes.

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

Table 3

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Wyndham Worldwide Corporation

OPERATING STATISTICS

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


	Year		Q1		Q2		Q3		Q4		Full Year
Lodging ^(a)
Number of Rooms		2013		631,800		635,100		638,300		N/A		N/A
		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

RevPAR		2013	$	31.05	$	38.00	$	41.78		N/A		N/A
		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

Vacation Exchange and Rentals
Average Number of Members (in 000s)		2013		3,668		3,686		3,711		N/A		N/A
		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

Exchange Revenue Per Member		2013	$	210.96	$	182.42	$	169.95		N/A		N/A
		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

Vacation Rental Transactions (in 000s) ^(b)		2013		423		355		433		N/A		N/A
		2012		418		325		390		259		1,392
		2011		398		328		370		250		1,347
		2010		291		297		322		253		1,163

Average Net Price Per Vacation Rental^(b)		2013	$	392.64	$	540.38	$	677.81		N/A		N/A
		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

Vacation Ownership ^(c)
Gross Vacation Ownership Interest (VOI) Sales (in 000s) ^(d)		2013	$	384,000	$	481,000	$	536,000		N/A		N/A
		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

Tours ^(e)		2013		163,000		206,000		225,000		N/A		N/A
		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

Volume Per Guest (VPG) ^(e)		2013	$	2,211	$	2,256	$	2,278		N/A		N/A
		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

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), Smoky Mountain Property Management Group (August 2012), Oceana Resorts (December 2012) and four other acquisitions (Q3 2011, Q4 2012 and Q1 2013) from their acquisition dates forward. Therefore, the operating statistics are not presented on a comparable basis.

^(c)	Includes the impact of the acquisition of Shell Vacations (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) 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 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		2013		7,380		7,410		7,440		N/A		N/A
		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

Vacation Ownership
Provision for Loan Losses (in 000s) ^(b)		2013	$	84,000	$	90,000	$	102,000		N/A		N/A
		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

Sales under WAAM 1.0 (in 000s) ^(c)		2013	$	36,000	$	44,000	$	51,000		N/A		N/A
		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)		2013	$	24,000	$	30,000	$	33,000		N/A		N/A
		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)		2013	$	13,000	$	1,000	$	—		N/A		N/A
		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.

^(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 during the period 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 during the period divided by the number of vacation rental transactions during the period.

Vacation Ownership

Gross Vacation Ownership Interest Sales: Represents sales of vacation ownership interest (VOIs), including 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.

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 2010-2013.

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)


	2013										2012
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Lodging
Royalties and Franchise Fees	$	64	$	79	$	91		N/A		N/A	$	62	$	80	$	88	$	71	$	301
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		73		92		118		N/A		N/A		68		99		98		80		345
Hotel Management Reimbursable Revenues ^(b)		25		38		37		N/A		N/A		21		22		25		23		91
Inter-segment Trademark Fees		8		10		11		N/A		N/A		8		9		9		8		34
Owned Hotel Revenues		26		20		18		N/A		N/A		8		8		7		18		41
Ancillary Revenues ^(c)		26		23		22		N/A		N/A		18		15		22		23		78

Total Lodging		222		262		297		N/A		N/A		185		233		249		223		890


Vacation Exchange and Rentals
Exchange Revenues		193		168		158		N/A		N/A		188		162		157		153		660
Rental Revenues		166		192		293		N/A		N/A		159		170		248		125		702
Ancillary Revenues ^(d)		15		16		19		N/A		N/A		14		16		15		15		60

Total Vacation Exchange and Rentals		374		376		470		N/A		N/A		361		348		420		293		1,422


Vacation Ownership
Vacation Ownership Interest Sales		263		347		384		N/A		N/A		271		342		373		337		1,323
Consumer Financing		105		106		107		N/A		N/A		103		102		106		110		421
Property Management Fees		146		141		143		N/A		N/A		110		108		117		125		460
WAAM 1.0 Commissions		24		30		33		N/A		N/A		12		11		4		6		33
Ancillary Revenues ^(e)		11		6		10		N/A		N/A		5		7		8		12		32

Total Vacation Ownership		549		630		677		N/A		N/A		501		570		608		590		2,269

Total Reportable Segments	$	1,145	$	1,268	$	1,444		N/A		N/A	$	1,047	$	1,151	$	1,277	$	1,106	$	4,581


	2011										2010
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Lodging
Royalties and Franchise Fees	$	58	$	75	$	85	$	66	$	284	$	52	$	69	$	82	$	62	$	265
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		54		75		94		76		299		50		65		76		60		251
Hotel Management Reimbursable Revenues ^(b)		19		19		21		20		79		21		20		18		18		77
Inter-segment Trademark Fees ^(f)		1		2		3		4		10		—		—		—		—		—
Owned Hotel Revenues		—		—		—		5		5		—		—		—		—		—
Ancillary Revenues ^(c)		17		19		19		17		72		21		24		27		23		95

Total Lodging		149		190		222		188		749		144		178		203		163		688


Vacation Exchange and Rentals
Exchange Revenues		194		168		161		150		673		189		161		163		153		666
Rental Revenues		150		180		260		125		715		105		115		161		114		495
Ancillary Revenues ^(d)		12		13		15		16		56		6		5		6		15		32

Total Vacation Exchange and Rentals		356		361		436		291		1,444		300		281		330		282		1,193


Vacation Ownership
Vacation Ownership Interest Sales		222		313		320		295		1,150		217		271		308		276		1,072
Consumer Financing		102		103		105		105		415		105		106		107		107		425
Property Management Fees		110		108		105		101		424		100		100		104		101		405
WAAM 1.0 Commissions		10		11		23		21		65		3		8		12		8		31
Ancillary Revenues ^(e)		6		6		6		5		23		19		20		2		5		46

Total Vacation Ownership		450		541		559		527		2,077		444		505		533		497		1,979

Total Reportable Segments	$	955	$	1,092	$	1,217	$	1,006	$	4,270	$	888	$	964	$	1,066	$	942	$	3,860

^(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. During Q2 and Q3 2013, $1 million and $3 million, respectively, of reimbursable revenues, which eliminate in consolidation, were charged to our vacation ownership business.

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

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

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

^(f)	During 2011, $3 million, $1 million and $2 million of 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.

Table 5

Wyndham Worldwide Corporation

SCHEDULE OF DEBT

(In millions)


	September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012
Securitized vacation ownership debt ^(a)
Term notes	$	1,615	$	1,569	$	1,869	$	1,770	$	1,702
Bank conduit facility ^(b)		273		289		125		190		220

Securitized vacation ownership debt ^(c)		1,888		1,858		1,994		1,960		1,922
Less: Current portion of securitized vacation ownership debt		186		217		228		218		206

Long-term securitized vacation ownership debt	$	1,702	$	1,641	$	1,766	$	1,742	$	1,716


Debt:
Revolving credit facility (due July 2018) ^(d)	$	74	$	41	$	34	$	85	$	270
Commercial paper^(e)		164		168		202		273		—
9.875% senior unsecured notes (due May 2014) ^(f)		—		—		—		42		42
6.00% senior unsecured notes (due December 2016)		318		319		319		361		361
2.95% senior unsecured notes (due March 2017)		298		298		298		298		298
5.75% senior unsecured notes (due February 2018)		14		14		14		248		248
2.50% senior unsecured notes (due March 2018)		447		447		447		—		—
7.375% senior unsecured notes (due March 2020)		40		40		40		248		248
5.625% senior unsecured notes (due March 2021)		246		246		246		246		246
4.25% senior unsecured notes (due March 2022)		644		644		644		644		644
3.90% senior unsecured notes (due March 2023)		396		397		397		—		—
Capital leases		185		184		187		105		104
Other		117		133		133		52		68

Total debt		2,943		2,931		2,961		2,602		2,529
Less: Current portion of debt		55		52		254		326		64

Long-term debt	$	2,888	$	2,879	$	2,707	$	2,276	$	2,465

^(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 2015 and borrowing capacity of $650 million. As of September 30, 2013, this facility had a remaining borrowing capacity of $377 million.

^(c)	This debt is collateralized by $2,306 million, $2,414 million, $2,512 million, $2,543 million and $2,517 million of underlying vacation ownership contract receivables and related assets as of September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively.

^(d)

Represents a $1.5 billion revolving credit facility that expires on July 15, 2018. As of September 30, 2013, the Company had $9 million of outstanding letters of credit and a remaining borrowing capacity of $1.4 billion. After considering outstanding commercial paper borrowings of $164 million, the remaining borrowing capacity was $1.3 billion as of September 30, 2013.

^(e)	Represents a $750 million commercial paper program which the Company commenced in October 2012. As of September 30, 2013, the program had a remaining borrowing capacity of $586 million.

^(f)	Represents senior unsecured notes issued by the Company during May 2009 and repaid by the Company during March 2013.

Table 6

(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS


	As of and For the Three Months Ended September 30, 2013
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)			Average Revenue Per Available Room (RevPAR)
Lodging
Wyndham Hotels and Resorts		144		33,748		60.3	%		$	116.22		$	70.08
TRYP by Wyndham		108		15,218		66.2	%		$	94.58		$	62.61
Wingate by Wyndham		158		14,491		65.6	%		$	86.69		$	56.88
Hawthorn Suites by Wyndham		91		9,126		64.7	%		$	73.12		$	47.31
Ramada		829		113,815		58.0	%		$	80.70		$	46.81
Baymont		323		26,636		57.9	%		$	65.65		$	38.00
Days Inn		1,828		147,891		56.4	%		$	67.76		$	38.25
Super 8		2,382		152,534		64.0	%		$	56.34		$	36.06
Howard Johnson		445		45,199		53.7	%		$	64.43		$	34.57
Travelodge		439		32,773		58.2	%		$	73.66		$	42.87
Microtel Inns & Suites by Wyndham		309		22,085		63.7	%		$	67.61		$	43.08
Knights Inn		377		23,174		47.1	%		$	49.32		$	23.21
Dream		5		990		75.3	%		$	226.39		$	170.40
Night		3		630		69.8	%		$	143.58		$	100.16

Total Lodging		7,441		638,310		59.2	%		$	70.59		$	41.78
Vacation Ownership
Wyndham Vacation Ownership resorts		191		23,440		N/A				N/A			N/A

Total Wyndham Worldwide		7,632		661,750


	As of and For the Three Months Ended September 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		109		27,473		61.8	%		$	107.95		$	66.69
TRYP by Wyndham		90		12,955		68.0	%		$	94.63		$	64.38
Wingate by Wyndham		163		14,981		65.5	%		$	85.56		$	56.00
Hawthorn Suites by Wyndham		94		9,272		65.6	%		$	73.49		$	48.24
Ramada		843		114,227		57.1	%		$	80.14		$	45.72
Baymont		257		21,642		57.2	%		$	66.12		$	37.79
Days Inn		1,832		147,224		55.3	%		$	66.81		$	36.91
Super 8		2,312		147,054		62.6	%		$	56.59		$	35.44
Howard Johnson		445		45,072		52.4	%		$	65.91		$	34.55
Travelodge		438		32,225		56.5	%		$	72.92		$	41.17
Microtel Inns & Suites by Wyndham		309		22,085		61.1	%		$	65.51		$	40.06
Knights Inn		358		22,468		45.7	%		$	46.47		$	21.22
Dream		5		990		71.1	%		$	210.71		$	149.86
Night		2		422		43.4	%		$	111.74		$	48.49

Total Lodging		7,257		618,090		58.1	%		$	69.53		$	40.39
Vacation Ownership
Wyndham Vacation Ownership resorts		184		23,152		N/A				N/A			N/A

Total Wyndham Worldwide		7,441		641,242

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 Nine Months Ended September 30, 2013
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)			Average Revenue Per Available Room (RevPAR)
Lodging
Wyndham Hotels and Resorts		144		33,748		60.2	%		$	116.07		$	69.90
TRYP by Wyndham		108		15,218		61.7	%		$	95.72		$	59.05
Wingate by Wyndham		158		14,491		62.6	%		$	85.63		$	53.56
Hawthorn Suites by Wyndham		91		9,126		63.7	%		$	72.10		$	45.90
Ramada		829		113,815		53.7	%		$	79.99		$	42.96
Baymont		323		26,636		53.1	%		$	63.44		$	33.70
Days Inn		1,828		147,891		50.4	%		$	64.97		$	32.73
Super 8		2,382		152,534		57.7	%		$	53.25		$	30.71
Howard Johnson		445		45,199		48.3	%		$	62.76		$	30.32
Travelodge		439		32,773		51.3	%		$	68.24		$	35.01
Microtel Inns & Suites by Wyndham		309		22,085		58.9	%		$	64.70		$	38.12
Knights Inn		377		23,174		42.7	%		$	45.56		$	19.44
Dream		5		990		70.8	%		$	222.79		$	157.74
Night		3		630		62.0	%		$	145.14		$	89.99

Total Lodging		7,441		638,310		54.0	%		$	68.56		$	37.00
Vacation Ownership
Wyndham Vacation Ownership resorts		191		23,440		N/A				N/A			N/A

Total Wyndham Worldwide		7,632		661,750


	As of and For the Nine Months Ended September 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		109		27,473		60.2	%		$	110.12		$	66.34
TRYP by Wyndham		90		12,955		62.0	%		$	97.75		$	60.63
Wingate by Wyndham		163		14,981		62.9	%		$	83.64		$	52.64
Hawthorn Suites by Wyndham		94		9,272		63.6	%		$	74.38		$	47.30
Ramada		843		114,227		53.4	%		$	78.57		$	41.96
Baymont		257		21,642		52.3	%		$	63.86		$	33.42
Days Inn		1,832		147,224		49.7	%		$	63.57		$	31.60
Super 8		2,312		147,054		56.0	%		$	53.72		$	30.06
Howard Johnson		445		45,072		48.7	%		$	62.61		$	30.49
Travelodge		438		32,225		49.9	%		$	67.37		$	33.63
Microtel Inns & Suites by Wyndham		309		22,085		56.1	%		$	62.35		$	34.97
Knights Inn		358		22,468		41.6	%		$	43.54		$	18.11
Dream		5		990		73.1	%		$	208.71		$	152.63
Night		2		422		64.1	%		$	173.99		$	111.49

Total Lodging		7,257		618,090		53.1	%		$	67.46		$	35.80
Vacation Ownership
Wyndham Vacation Ownership resorts		184		23,152		N/A				N/A			N/A

Total Wyndham Worldwide		7,441		641,242

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)


Three months ended March 31, 2013	Net Revenues			Reported EBITDA			Legacy Adjustments ^(b)			Acquisition Costs ^(c)		Adjusted EBITDA

Lodging	$	222		$	58		$	—		$	—	$	58
Vacation Exchange and Rentals		374			94			—			—		94
Vacation Ownership		549			111			—			2		113

Total Reportable Segments		1,145			263			—			2		265
Corporate and Other ^(a)		(12	)		(29	)		—			—		(29	)

Total Company	$	1,133		$	234		$	—		$	2	$	236

Three months ended June 30, 2013
Lodging	$	262		$	78		$	—		$	—	$	78
Vacation Exchange and Rentals		376			85			—			—		85
Vacation Ownership		630			161			—			—		161

Total Reportable Segments		1,268			324			—			—		324
Corporate and Other ^(a)		(15	)		(27	)		—			—		(27	)

Total Company	$	1,253		$	297		$	—		$	—	$	297

Three months ended September 30, 2013
Lodging	$	297		$	95		$	—		$	—	$	95
Vacation Exchange and Rentals		470			141			—			—		141
Vacation Ownership		677			176			—			—		176

Total Reportable Segments		1,444			412			—			—		412
Corporate and Other ^(a)		(17	)		(33	)		(1	)		—		(34	)

Total Company	$	1,427		$	379		$	(1	)	$	—	$	378

Note: Adjusted EBITDA for the quarters may not add to year-to-date Adjusted EBITDA due to rounding.

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

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

^(c)	Relates to costs incurred in connection with the acquisition of a WAAM 2.0 property (January 2013).

Table 7

(2 of 2)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION

(In millions)


	Net Revenues			Reported EBITDA			Legacy Adjustments ^(b)			Impairment Recovery ^(c)			Allowance Reversal ^(d)			Acquisition Costs ^(e)		Asset Impairment ^(f)		Restructuring 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 acquisitions of several vacation rental businesses (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 at the Company’s vacation exchange and rentals business and restructuring associated with the Shell acquisition.

Table 8

(1 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


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

Net revenues		1,427			—			1,427


Expenses
Operating		589						589
Cost of vacation ownership interests		43						43
Consumer financing interest		19						19
Marketing and reservation		213						213
General and administrative		186			1	^(a)		187
Depreciation and amortization		54						54

Total expenses		1,104			1			1,105


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


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


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


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

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

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

Note: EPS amounts may not add due to rounding.

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

^(b)	Relates to a state tax accrual for legacy tax matters.

Table 8

(2 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


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

Net revenues		3,814			—			—			—			3,814


Expenses
Operating		1,645						(2	)					1,643
Cost of vacation ownership interests		107												107
Consumer financing interest		60												60
Marketing and reservation		570												570
General and administrative		528			(1	)^(a)								527
Depreciation and amortization		160												160

Total expenses		3,070			(1	)		(2	)		—			3,067


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


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


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


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


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

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

Note: EPS amounts may not add due to rounding.

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

^(b)	Relates to a state tax accrual for legacy tax matters.

^(c)	Relates to costs incurred in connection with the acquisition of a WAAM 2.0 property (January 2013).

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

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

Table 8

(3 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


	Three Months Ended September 30, 2012
	As Reported			Legacy Adjustments ^(a)			Acquisition Costs^(b)			Early Extinguishment of Debt ^(c)			As Adjusted non-GAAP
Net revenues
Service fees and membership	$	566											$	566
Vacation ownership interest sales		373												373
Franchise fees		168												168
Consumer financing		106												106
Other		52												52

Net revenues		1,265			—			—			—			1,265


Expenses
Operating		495						(1	)					494
Cost of vacation ownership interests		45												45
Consumer financing interest		23												23
Marketing and reservation		197												197
General and administrative		172			(1	)								171
Depreciation and amortization		45												45

Total expenses		977			(1	)		(1	)		—			975


Operating income		288			1			1			—			290
Interest expense		32												32
Early extinguishment of debt		2									(2	)		—
Interest income		(2	)											(2	)


Income before income taxes		256			1			1			2			260
Provision for income taxes		97			—			—			1	^(d)		98


Net income attributable to Wyndham shareholders	$	159		$	1		$	1		$	1		$	162


Earnings per share
Basic	$	1.13		$	—		$	0.01		$	0.01		$	1.15
Diluted		1.11			—			0.01			0.01			1.13

Weighted average shares outstanding
Basic		141			141			141			141			141
Diluted		144			144			144			144			144

Note: EPS amounts may not add due to rounding.

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

^(b)	Relates to the costs incurred in connection with the Company’s acquisition of Shell Vacations (September 2012).

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

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

Table 8

(4 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


	Nine Months Ended September 30, 2012
	As Reported			Impairment Recovery ^(a)			Legacy Adjustments ^(b)			Allowance Reversal^(c)			Acquisition Costs^(d)			Early Extinguishment of Debt^(e)			As Adjusted non-GAAP
Net revenues
Service fees and membership	$	1,558																	$	1,558
Vacation ownership interest sales		987																		987
Franchise fees		449																		449
Consumer financing		311																		311
Other		135																		135

Net revenues		3,440			—			—			—			—			—			3,440


Expenses
Operating		1,389												(1	)					1,388
Cost of vacation ownership interests		115																		115
Consumer financing interest		69																		69
Marketing and reservation		554																		554
General and administrative		481						3												484
Depreciation and amortization		136																		136

Total expenses		2,744			—			3			—			(1	)		—			2,746


Operating income		696			—			(3	)		—			1			—			694
Other income, net		(9	)		1						2									(6	)
Interest expense		98																		98
Early extinguishment of debt		108															(108	)		—
Interest income		(7	)																	(7	)


Income before income taxes		506			(1	)		(3	)		(2	)		1			108			609
Provision for income taxes		187			(1	) ^(f)		—			—			—			44	^(f)		230


Net income		319			—			(3	)		(2	)		1			64			379
Net loss attributable to noncontrolling interest		1			—			—			—			—			—			1


Net income attributable to Wyndham shareholders	$	320		$	—		$	(3	)	$	(2	)	$	1		$	64		$	380


Earnings per share
Basic	$	2.20		$	—		$	(0.01	)	$	(0.01	)	$	0.01		$	0.44		$	2.62
Diluted		2.16			—			(0.01	)		(0.01	)		0.01			0.43			2.57

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

Note: EPS amounts may not add due to rounding.

^(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 in connection with the Company’s acquisition of Shell Vacations (September 2012).

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

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

Table 9

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATIONS AND FINANCIAL INFORMATION

(In millions)

FREE CASH FLOW

The Company defines free cash flow to be net cash provided by operating activities less property and equipment additions which it also refers to as capital expenditures. Prior to the fourth quarter 2012, the Company had previously included development advances within its calculation of free cash flow.

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

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


	Nine Months Ended September 30,
	2013			2012
Net cash provided by operating activities	$	858		$	808
Less: Property and equipment additions		(153	)		(123	)

Free cash flow	$	705		$	685

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
2013	Q1			Q2			Q3			Q4			Full Year
Gross VOI sales ^(a)	$	384		$	481		$	536			N/A			N/A
Less: Sales under WAAM 1.0		(36	)		(44	)		(51	)		N/A			N/A

Gross VOI sales, net of WAAM 1.0 sales		347			437			486			N/A			N/A
Less: Loan loss provision		(84	)		(90	)		(102	)		N/A			N/A

Vacation ownership interest sales ^(a)	$	263		$	347		$	384			N/A			N/A


2012
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

Note: Amounts may not add due to rounding.

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

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


	Q1		Q2		Q3		Q4		Full Year
2013	$	24	$	18	$	22		N/A		N/A
2012	$	27	$	20	$	22	$	28	$	97
2011	$	18	$	18	$	21	$	11	$	68
2010	$	20	$	20	$	23	$	17	$	80