EX-99.1

EXHIBIT 99.1

LOGO

Wyndham Worldwide Reports Fourth Quarter and Full Year 2013 Earnings

Full Year Adjusted Diluted EPS Growth of 19%

Increases Dividend 21%

PARSIPPANY, N.J. (February 7, 2014) – Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months and year ended December 31, 2013.

Highlights:

•

Fourth quarter adjusted diluted earnings per share (EPS) was $0.73, an increase of 16% from adjusted diluted EPS of $0.63 in the fourth quarter of 2012. Reported diluted EPS was $0.65 in the fourth quarter of 2013, compared with $0.57 during the same period in 2012.

•

Fourth quarter adjusted EBITDA increased 10% from the prior-year period.

•

The Company’s Board of Directors authorized an increase in the quarterly cash dividend to $0.35 from $0.29 per share, beginning with the dividend that is expected to be declared in the first quarter of 2014.

•

During the quarter, the Company repurchased 1.8 million shares of its common stock for $115 million. For the full year, the Company spent $590 million to repurchase 9.7 million shares of its common stock.

“We finished the year with another strong quarter, marking our fourth consecutive year of double-digit growth in adjusted EPS,” said Stephen P. Holmes, chairman and CEO. “We are excited about our prospects for 2014 as we continue to execute and innovate across our businesses and maintain our capital allocation discipline to enhance value for shareholders.”

FOURTH QUARTER 2013 OPERATING RESULTS

Fourth quarter revenues were $1.2 billion, an increase of 9% from the prior year period. The increase reflects growth in all of the Company’s business segments.

Adjusted net income was $96 million, or $0.73 per diluted share, compared with $89 million, or $0.63 per diluted share for the same period in 2012. The increases reflect stronger operating results in the Company’s lodging and vacation ownership businesses. EPS growth 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 fourth quarter of 2013 was $86 million, or $0.65 per diluted share, compared with $81 million, or $0.57 per diluted share, for the fourth quarter of 2012. Reported net income included several items not included in adjusted net income. The net result of these items unfavorably impacted fourth quarter 2013 net income by $10 million and unfavorably impacted fourth quarter 2012 net income by $8 million. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

FULL YEAR 2013 OPERATING RESULTS

Revenues for full year 2013 were $5.0 billion, an increase of 10% over the prior-year period. Adjusted net income for the full year 2013 was $515 million, or $3.83 per diluted share, compared with $469 million, or $3.23 per diluted share, for the prior year. The increases reflect stronger operating results across all of the Company’s businesses. EPS growth also benefited from the Company’s share repurchase program, which decreased weighted average diluted share count by 7% compared with 2012.

Reported net income for full year 2013 was $432 million, or $3.21 per diluted share, compared with reported net income of $400 million, or $2.75 per diluted share, for the prior-year period. Reported net income included several items not included in adjusted net income. The net result of these items unfavorably impacted full year 2013 net income by $83 million and unfavorably impacted full year 2012 net income by $69 million. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

Free cash flow was $770 million for the year ended December 31, 2013, compared with $796 million for the same period in 2012, reflecting higher capital expenditures. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. For the year ended December 31, 2013, net cash provided by operating activities was $1,008 million, compared with $1,004 million in the prior year period.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $245 million in the fourth quarter of 2013, a 10% increase over the fourth quarter of 2012. The increase reflects higher RevPAR, a larger system size and increased hotel management reimbursable fees.

Domestic RevPAR increased 4.7% compared with the fourth quarter of 2012. Total system-wide RevPAR increased 3.8%, reflecting proportionally higher growth of lower RevPAR hotels in China.

Adjusted EBITDA for the fourth quarter of 2013 was $64 million, a 3% increase compared with the fourth quarter of 2012. The increase was primarily due to higher RevPAR and a larger system size, partially offset by the unfavorable timing of marketing expenditures. Adjusted EBITDA excludes a $9 million restructuring charge and $8 million of non-cash asset impairment charges.

As of December 31, 2013, the Company’s hotel system consisted of approximately 7,490 properties and over 645,400 rooms, a 2.9% room increase compared with the fourth quarter of 2012. The development pipeline included over 970 hotels and approximately 114,000 rooms, of which 58% were international and 68% were new construction.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $305 million in the fourth quarter of 2013, a 4% increase over the fourth quarter of 2012. In constant currency and excluding the impact of acquisitions, revenues increased 1%.

Exchange revenues were $150 million, a decline of 2% from the fourth quarter of 2012. In constant currency, exchange revenues were flat, as a 1.6% increase in average number of members was offset by a 1.8% decline in exchange revenue per member.

Vacation rental revenues were $138 million, a 10% increase over the fourth quarter of 2012. In constant currency and excluding acquisitions, vacation rental revenues were up 4%, reflecting a 4.4% increase in the average net price per vacation rental and flat transaction volume.

Adjusted EBITDA for the fourth quarter of 2013 was $36 million, compared with $42 million for the fourth quarter of 2012, primarily reflecting the impact of seasonality from acquisitions and foreign currency movements.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues were $658 million in the fourth quarter of 2013, a 12% increase over the fourth quarter of 2012, primarily reflecting higher gross VOI sales.

Gross VOI sales were $488 million in the fourth quarter of 2013, an increase of 12% over the fourth quarter of 2012, primarily reflecting a 6.6% increase in tour flow and a 6.5% increase in volume per guest.

Adjusted EBITDA for the fourth quarter of 2013 was $172 million, a 19% increase compared with the fourth quarter of 2012, primarily due to higher gross VOI sales and a lower loan loss provision.

Other Items

•

The Company repurchased 1.8 million shares of common stock for $115 million during the fourth quarter of 2013. For the full year, the Company repurchased 9.7 million shares of common stock for $590 million. From January 1 through February 6, 2014, the Company repurchased an additional 0.3 million shares for $24 million. The Company’s remaining share repurchase authorization totals $643 million as of February 6, 2014.

•

Net interest expense in the fourth quarter of 2013 was $32 million, compared with $33 million in the fourth quarter of 2012, as lower rates associated with recent financings offset higher debt levels.

Balance Sheet Information as of December 31, 2013:

•

Cash and cash equivalents of $194 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 December 31, 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 2014, the Company provides the following guidance:

•

Revenues of approximately $5.250 - $5.350 billion

•

Adjusted EBITDA of approximately $1.215 - $1.240 billion

•

Adjusted EPS of approximately $4.18 - $4.28 based on a diluted share count of 131 million

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company’s results, outlook and guidance on Friday, February 7, 2014 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 on the website for approximately 90 days beginning at noon EST on February 7, 2014. The conference call may also be accessed by dialing 800-369-2125 and providing the passcode “WYNDHAM.” Listeners are urged to call at least 10 minutes prior to the scheduled start time. A telephone replay will be available for approximately 90 days beginning at noon EST on February 7, 2014, at 866-415-2340.

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

Presentation of Financial Information

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

About Wyndham Worldwide Corporation

One of the world’s largest hospitality companies, Wyndham Worldwide (NYSE: WYN) provides a wide range of hospitality 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 approximately 7,490 franchised hotels and over 645,400 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 107,000 vacation properties in over 100 countries through its prominent exchange and vacation rental brands. The industry and timeshare ownership market leader, Wyndham Vacation Ownership develops, markets, and sells vacation ownership interests and provides consumer financing to owners through its network of over 190 vacation ownership resorts serving approximately 907,000 owners throughout the United States, Canada, Mexico, the Caribbean, and the South Pacific. Based in Parsippany, NJ, Wyndham Worldwide employs approximately 32,800 associates globally. For more information, please visit www.wyndhamworldwide.com.

Forward-Looking Statements

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

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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, 2013 and 2012:


	Three Months Ended December 31,
	2013						2012
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	245		$	47		$	223		$	62
Vacation Exchange and Rentals		305			36			293			28
Vacation Ownership		658			172			590			142

Total Reportable Segments		1,208			255			1,106			232
Corporate and Other ^(a)		(13	)		(33	)		(12	)		(28	)

Total Company	$	1,195		$	222		$	1,094		$	204


Reconciliation of EBITDA to Net Income Attributable to Wyndham shareholders
				Three Months Ended December 31,
				2013						2012
EBITDA				$	222					$	204
Depreciation and amortization					56						49
Interest expense					34						35
Interest income					(2	)					(2	)

Income before income taxes					134						122
Provision for income taxes					48						41

Net income attributable to Wyndham shareholders				$	86					$	81

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

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the three months ended December 31, 2013 and 2012 (for a description of adjustments by segment, see Table 7):


	Three Months Ended December 31,
	2013						2012
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	245		$	64		$	223		$	62
Vacation Exchange and Rentals		305			36			293			42
Vacation Ownership		658			172			590			144

Total Reportable Segments		1,208			272			1,106			248
Corporate and Other		(13	)		(33	)		(12	)		(30	)

Total Company	$	1,195		$	239		$	1,094		$	218

Table 1

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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, 2013 and 2012:


	Twelve Months Ended December 31,
	2013						2012
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	1,027		$	279		$	890		$	272
Vacation Exchange and Rentals		1,526			356			1,422			328
Vacation Ownership		2,515			619			2,269			549

Total Reportable Segments		5,068			1,254			4,581			1,149
Corporate and Other ^(a)		(59	)		(122	)		(47	)		(104	)

Total Company	$	5,009		$	1,132		$	4,534		$	1,045


Reconciliation of EBITDA to Net Income Attributable to Wyndham shareholders
				Twelve Months Ended December 31,
				2013						2012
EBITDA				$	1,132					$	1,045
Depreciation and amortization					216						185
Interest expense					131						132
Early extinguishment of debt					111						108
Interest income					(9	)					(8	)

Income before income taxes					683						628
Provision for income taxes					250						229

Net income					433						399
Net (income)/loss attributable to noncontrolling interest					(1	)					1

Net income attributable to Wyndham shareholders				$	432					$	400

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

The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the twelve months ended December 31, 2013 and 2012 (for a description of adjustments by segment, see Table 7):


	Twelve Months Ended December 31,
	2013						2012
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	1,027		$	296		$	890		$	271
Vacation Exchange and Rentals		1,526			356			1,422			340
Vacation Ownership		2,515			621			2,269			552

Total Reportable Segments		5,068			1,273			4,581			1,163
Corporate and Other		(59	)		(121	)		(47	)		(109	)

Total Company	$	5,009		$	1,152		$	4,534		$	1,054

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,
	2013			2012			2013			2012
Net revenues
Service and membership fees	$	496		$	446		$	2,329		$	2,005
Vacation ownership interest sales		384			337			1,379			1,323
Franchise fees		139			134			599			583
Consumer financing		108			110			426			421
Other		68			67			276			202

Net revenues		1,195			1,094			5,009			4,534


Expenses
Operating		517			454			2,161			1,842
Cost of vacation ownership interests		48			46			155			161
Consumer financing interest		18			21			78			90
Marketing and reservation		180			169			751			723
General and administrative		193			185			720			666
Asset impairments		8			8			8			8
Restructuring		9			7			10			7
Depreciation and amortization		56			49			216			185

Total expenses		1,029			939			4,099			3,682


Operating income		166			155			910			852
Other income, net		—			—			(6	)		(8	)
Interest expense		34			35			131			132
Early extinguishment of debt		—			—			111			108
Interest income		(2	)		(2	)		(9	)		(8	)

Income before income taxes		134			122			683			628
Provision for income taxes		48			41			250			229


Net income		86			81			433			399
Net (income)/loss attributable to noncontrolling interest		—			—			(1	)		1


Net income attributable to Wyndham shareholders	$	86		$	81		$	432		$	400


Earnings per share
Basic	$	0.66		$	0.58		$	3.25		$	2.80
Diluted		0.65			0.57			3.21			2.75

Weighted average shares outstanding
Basic		129			139			133			143
Diluted		131			141			135			145

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

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		645,400		N/A
		2012		609,300		608,300		618,100		627,400		N/A
		2011		609,600		612,900		611,200		613,100		N/A
		2010		593,300		606,800		605,700		612,700		N/A

RevPAR		2013	$	31.05	$	38.00	$	41.78	$	33.07	$	36.00
		2012	$	29.73	$	37.23	$	40.39	$	31.86	$	34.80
		2011	$	27.71	$	35.38	$	39.49	$	30.65	$	33.34
		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		3,728		3,698
		2012		3,684		3,670		3,672		3,670		3,674
		2011		3,766		3,755		3,744		3,734		3,750
		2010		3,746		3,741		3,766		3,759		3,753

Exchange Revenue Per Member		2013	$	210.96	$	182.42	$	169.95	$	161.21	$	181.02
		2012	$	204.56	$	177.07	$	171.14	$	165.86	$	179.68
		2011	$	205.64	$	178.46	$	172.38	$	161.68	$	179.59
		2010	$	201.93	$	172.20	$	173.44	$	162.59	$	177.53

Vacation Rental Transactions (in 000s) ^(a)		2013		423		355		433		273		1,483
		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 ^(a)		2013	$	392.64	$	540.38	$	677.81	$	506.62	$	532.11
		2012	$	379.40	$	524.40	$	635.44	$	484.69	$	504.55
		2011	$	377.71	$	549.09	$	701.81	$	497.04	$	530.78
		2010	$	361.17	$	387.01	$	500.31	$	449.12	$	425.38

Vacation Ownership ^(a)
Gross Vacation Ownership Interest (VOI) Sales (in 000s) ^(b)		2013	$	384,000	$	481,000	$	536,000	$	488,000	$	1,889,000
		2012	$	384,000	$	460,000	$	502,000	$	435,000	$	1,781,000
		2011	$	319,000	$	412,000	$	455,000	$	409,000	$	1,595,000
		2010	$	308,000	$	371,000	$	412,000	$	373,000	$	1,464,000

Tours ^(c)		2013		163,000		206,000		225,000		195,000		789,000
		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) ^(c)		2013	$	2,211	$	2,256	$	2,278	$	2,370	$	2,281
		2012	$	2,414	$	2,361	$	2,315	$	2,225	$	2,324
		2011	$	2,192	$	2,227	$	2,197	$	2,296	$	2,229
		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 acquisitions from the acquisition dates forward. Therefore, the operating statistics are not presented on a comparable basis.

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

^(c)	Includes the impact of WAAM 2.0 related tours beginning in the second quarter of 2012.

Table 3

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Wyndham Worldwide Corporation

ADDITIONAL DATA


	Year		Q1		Q2		Q3		Q4		Full Year
Lodging ^(a)
Number of Properties		2013		7,380		7,410		7,440		7,490		N/A
		2012		7,150		7,170		7,260		7,340		N/A
		2011		7,190		7,220		7,190		7,210		N/A
		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	$	73,000	$	349,000
		2012	$	96,000	$	100,000	$	124,000	$	89,000	$	409,000
		2011	$	79,000	$	80,000	$	96,000	$	83,000	$	339,000
		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	$	29,000	$	160,000
		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	$	20,000	$	107,000
		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	$	—	$	—	$	14,000
		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 an acquisition 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

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Wyndham Worldwide Corporation

OPERATING STATISTICS

GLOSSARY OF TERMS

Lodging

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

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

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

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

Vacation Exchange and Rentals

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

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

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

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

Vacation Ownership

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

Volume per Guest (VPG): Represents gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) divided by the number of tours. The Company has excluded non-tour upgrade sales in the calculation of VPG because non-tour upgrade sales are generated by a different marketing channel. See Table 9 for a detail of tele-sales upgrades for 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	$	75	$	309	$	62	$	80	$	88	$	71	$	301
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		73		92		118		83		365		68		99		98		80		345
Hotel Management Reimbursable Revenues ^(b)		25		38		37		35		135		21		22		25		23		91
Inter-segment Trademark Fees		8		10		11		10		39		8		9		9		8		34
Owned Hotel Revenues		26		20		18		19		84		8		8		7		18		41
Ancillary Revenues ^(c)		26		23		22		23		95		18		15		22		23		78

Total Lodging		222		262		297		245		1,027		185		233		249		223		890


Vacation Exchange and Rentals
Exchange Revenues		193		168		158		150		669		188		162		157		153		660
Rental Revenues		166		192		293		138		789		159		170		248		125		702
Ancillary Revenues ^(d)		15		16		19		17		68		14		16		15		15		60

Total Vacation Exchange and Rentals		374		376		470		305		1,526		361		348		420		293		1,422


Vacation Ownership
Vacation Ownership Interest Sales		263		347		384		384		1,379		271		342		373		337		1,323
Consumer Financing		105		106		107		108		426		103		102		106		110		421
Property Management Fees		146		141		143		137		567		110		108		117		125		460
WAAM 1.0 Commissions		24		30		33		20		107		12		11		4		6		33
Ancillary Revenues ^(e)		11		6		10		9		36		5		7		8		12		32

Total Vacation Ownership		549		630		677		658		2,515		501		570		608		590		2,269

Total Reportable Segments	$	1,145	$	1,268	$	1,444	$	1,208	$	5,068	$	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

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

^(a)

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

^(b)

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


	December 31, 2013		September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012
Securitized vacation ownership debt ^(a)
Term notes	$	1,648	$	1,615	$	1,569	$	1,869	$	1,770
Bank conduit facility ^(b)		262		273		289		125		190

Total securitized vacation ownership debt^(c)		1,910		1,888		1,858		1,994		1,960
Less: Current portion of securitized vacation ownership debt		184		186		217		228		218

Long-term securitized vacation ownership debt	$	1,726	$	1,702	$	1,641	$	1,766	$	1,742

Debt:
Revolving credit facility (due July 2018) ^(d)	$	23	$	74	$	41	$	34	$	85
Commercial paper^(e)		210		164		168		202		273
9.875% senior unsecured notes ^(f)		—		—		—		—		42
6.00% senior unsecured notes (due December 2016)		318		318		319		319		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		14		248
2.50% senior unsecured notes (due March 2018)		447		447		447		447		—
7.375% senior unsecured notes (due March 2020)		40		40		40		40		248
5.625% senior unsecured notes (due March 2021)		246		246		246		246		246
4.25% senior unsecured notes (due March 2022) ^(g)		643		644		644		644		644
3.90% senior unsecured notes (due March 2023) ^(h)		387		396		397		397		—
Capital leases		191		185		184		187		105
Other		114		117		133		133		52

Total long-term debt		2,931		2,943		2,931		2,961		2,602
Less: Current portion of long-term debt		49		55		52		254		326

Long-term debt	$	2,882	$	2,888	$	2,879	$	2,707	$	2,276

^(a)

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

^(b)	Represents a non-recourse vacation ownership bank conduit facility with a term through August 2015 and borrowing capacity of $650 million. As of December 31, 2013, this facility had a remaining borrowing capacity of $388 million.

^(c)	This debt is collateralized by $2,314 million, $2,306 million, $2,414 million, $2,512 million and $2,543 million of underlying vacation ownership contract receivables and related assets as of December 31, 2013, September 30, 2013, June 30, 2013, March 31, 2013 and December 31, 2012, respectively.

^(d)

Represents a $1.5 billion revolving credit facility that expires on July 15, 2018. As of December 31, 2013, the Company had $9 million of outstanding letters of credit. After considering outstanding commercial paper borrowings of $210 million, the remaining borrowing capacity was $1.3 billion as of December 31, 2013.

^(e)	Represents a $750 million commercial paper program which the Company commenced in October 2012 and a $500 million European commercial paper program which the Company commenced in December 2013. As of December 31, 2013, the programs had a remaining borrowing capacity of $1.0 billion.

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

^(g)	The balance as of December 31, 2013 includes a $2 million adjustment to the carrying value resulting from the fair value hedge derivative.

^(h)	The balance as of December 31, 2013 includes a $10 million adjustment to the carrying value resulting from the fair value hedge derivative.

Table 6

(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS


	As of and For the Three Months Ended December 31, 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		170		37,569		54.5	%		$	120.69		$	65.76
TRYP by Wyndham		113		16,216		57.4	%		$	97.16		$	55.74
Wingate by Wyndham		159		14,559		56.0	%		$	83.38		$	46.66
Hawthorn Suites by Wyndham		91		8,933		59.2	%		$	69.39		$	41.10
Ramada		834		115,394		50.9	%		$	80.82		$	41.13
Baymont		329		27,108		46.0	%		$	62.11		$	28.60
Days Inn		1,817		146,959		44.3	%		$	62.20		$	27.54
Super 8		2,391		152,648		52.2	%		$	49.36		$	25.77
Howard Johnson		449		46,777		45.8	%		$	59.86		$	27.39
Travelodge		432		32,012		44.2	%		$	63.13		$	27.91
Microtel Inns & Suites by Wyndham		312		22,304		53.7	%		$	63.53		$	34.11
Knights Inn		380		23,325		40.0	%		$	43.43		$	17.37
Dream		5		989		74.6	%		$	249.45		$	186.05
Night		3		630		63.3	%		$	172.81		$	109.40

Total Lodging		7,485		645,423		49.1	%		$	67.36		$	33.07
Vacation Ownership
Wyndham Vacation Ownership resorts		191		23,506		N/A				N/A			N/A

Total Wyndham Worldwide		7,676		668,929


	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

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, 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		170		37,569		58.6	%		$	117.27		$	68.74
TRYP by Wyndham		113		16,216		60.5	%		$	96.09		$	58.16
Wingate by Wyndham		159		14,559		60.9	%		$	85.11		$	51.82
Hawthorn Suites by Wyndham		91		8,933		62.6	%		$	71.46		$	44.71
Ramada		834		115,394		53.0	%		$	80.19		$	42.50
Baymont		329		27,108		51.3	%		$	63.14		$	32.40
Days Inn		1,817		146,959		48.8	%		$	64.34		$	31.42
Super 8		2,391		152,648		56.3	%		$	52.33		$	29.45
Howard Johnson		449		46,777		47.7	%		$	62.06		$	29.58
Travelodge		432		32,012		49.5	%		$	67.10		$	33.23
Microtel Inns & Suites by Wyndham		312		22,304		57.6	%		$	64.42		$	37.10
Knights Inn		380		23,325		42.0	%		$	45.04		$	18.92
Dream		5		989		71.8	%		$	229.77		$	164.88
Night		3		630		62.4	%		$	152.65		$	95.18

Total Lodging		7,485		645,423		52.7	%		$	68.27		$	36.00
Vacation Ownership
Wyndham Vacation Ownership resorts		191		23,506		N/A				N/A			N/A

Total Wyndham Worldwide		7,676		668,929


	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

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)		Restructuring Costs ^(d)		Asset Impairment ^(e)		Adjusted EBITDA
Lodging	$	222		$	58		$	—		$	—	$	—	$	—	$	58
Vacation Exchange and Rentals		374			94			—			—		—		—		94
Vacation Ownership		549			111			—			2		—		—		113

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

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

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

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

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

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

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

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

Three months ended December 31, 2013
Lodging	$	245		$	47		$	—		$	—	$	9	$	8	$	64
Vacation Exchange and Rentals		305			36			—			—		—		—		36
Vacation Ownership		658			172			—			—		—		—		172

Total Reportable Segments		1,208			255			—			—		9		8		272
Corporate and Other ^(a)		(13	)		(33	)		—			—		—		—		(33	)

Total Company	$	1,195		$	222		$	—		$	—	$	9	$	8	$	239

Twelve months ended December 31, 2013
Lodging	$	1,027		$	279		$	—		$	—	$	9	$	8	$	296
Vacation Exchange and Rentals		1,526			356			—			—		—		—		356
Vacation Ownership		2,515			619			—			2		—		—		621

Total Reportable Segments		5,068			1,254			—			2		9		8		1,273
Corporate and Other ^(a)		(59	)		(122	)		1			—		—		—		(121	)

Total Company	$	5,009		$	1,132		$	1		$	2	$	9	$	8	$	1,152

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

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

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

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

^(d)	Relates to costs incurred as a result of an organizational realignment initiative.

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

Table 7

(2 of 2)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION

(In millions)


Three months ended March 31, 2012	Net Revenues			Reported EBITDA			Legacy Adjustments ^(b)			Impairment Recovery ^(c)			Allowance Reversal ^(d)			Acquisition Costs ^(e)		Asset Impairment ^(f)		Restructuring Costs ^(g)		Adjusted EBITDA
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 the Company's 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 acquisition of Shell Vacations Club at the Company's vacation ownership business (September 2012) and several other acquisitions at the Company's vacation rental businesses (December 2012).

^(f)	Relates to a non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames at the Company's vacation exchange and rentals business.

^(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 December 31, 2013
	As Reported			Restructuring Costs ^(a)			Asset Impairment ^(b)			As Adjusted non-GAAP
Net revenues
Service and membership fees	$	496								$	496
Vacation ownership interest sales		384									384
Franchise fees		139									139
Consumer financing		108									108
Other		68									68

Net revenues		1,195			—			—			1,195


Expenses
Operating		517									517
Cost of vacation ownership interests		48									48
Consumer financing interest		18									18
Marketing and reservation		180									180
General and administrative		193									193
Asset impairments		8						(8	)		—
Restructuring		9			(9	)					—
Depreciation and amortization		56									56

Total expenses		1,029			(9	)		(8	)		1,012


Operating income		166			9			8			183
Interest expense		34									34
Interest income		(2	)								(2	)


Income before income taxes		134			9			8			151
Provision for income taxes		48			4	^(c)		3	^(c)		55


Net income attributable to Wyndham shareholders	$	86		$	5		$	5		$	96


Earnings per share
Basic	$	0.66		$	0.04		$	0.04		$	0.74
Diluted		0.65			0.04			0.04			0.73

Weighted average shares outstanding
Basic		129			129			129			129
Diluted		131			131			131			131

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.

^(a)	Relates to costs incurred as a result of an organizational realignment initiative at the Company's lodging business.

^(b)	Relates primarily to a non-cash impairment charge from a partial write-down of the Hawthorn trademark at the Company's lodging business.

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

Table 8

(2 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)


	Twelve Months Ended December 31, 2013
	As Reported			Legacy Adjustments			Acquisition Costs ^(c)			Early Extinguishment of Debt ^(d)			Restructuring Costs ^(e)			Asset Impairment ^(f)			As Adjusted non-GAAP
Net revenues
Service and membership fees	$	2,329																	$	2,329
Vacation ownership interest sales		1,379																		1,379
Franchise fees		599																		599
Consumer financing		426																		426
Other		276																		276

Net revenues		5,009			—			—			—			—			—			5,009


Expenses
Operating		2,161						(2	)											2,159
Cost of vacation ownership interests		155																		155
Consumer financing interest		78																		78
Marketing and reservation		751																		751
General and administrative		720			(1	)^(a)														719
Asset impairments		8															(8	)		—
Restructuring		10												(9	)					1
Depreciation and amortization		216																		216

Total expenses		4,099			(1	)		(2	)		—			(9	)		(8	)		4,079


Operating income		910			1			2			—			9			8			930
Other income, net		(6	)																	(6	)
Interest expense		131																		131
Early extinguishment of debt		111									(111	)								—
Interest income		(9	)																	(9	)


Income before income taxes		683			1			2			111			9			8			814
Provision for income taxes		250			(2	)^(b)		1	^(g)		42	^(g)		4	^(g)		3	^(g)		298


Net income		433			3			1			69			5			5			516
Net income attributable to noncontrolling interest		(1	)		—			—			—			—			—			(1	)


Net income attributable to Wyndham shareholders	$	432		$	3		$	1		$	69		$	5		$	5		$	515


Earnings per share
Basic	$	3.25		$	0.02		$	0.01		$	0.51		$	0.04		$	0.04		$	3.87
Diluted		3.21			0.02			0.01			0.51			0.04			0.04			3.83

Weighted average shares outstanding
Basic		133			133			133			133			133			133			133
Diluted		135			135			135			135			135			135			135

^(a)	Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets resulting from the Company's 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 Midtown 45, a NYC property (January 2013) at the Company's vacation ownership business.

^(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 the 9.875% senior unsecured notes.

^(e)	Relates to costs incurred as a result of an organizational realignment initiative at the Company's lodging business.

^(f)	Relates primarily to a non-cash impairment charge from a partial write-down of the Hawthorn trademark at the Company's lodging business.

^(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, 2012
	As Reported			Legacy Adjustments ^(a)			Acquisition Costs ^(b)			Asset Impairment ^(c)			Restructuring Costs ^(d)			As Adjusted non-GAAP
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	)								453
Cost of vacation ownership interests		46															46
Consumer financing interest		21															21
Marketing and reservation		169															169
General and administrative		185			2												187
Asset impairments		8									(8	)					—
Restructuring		7												(7	)		—
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			—			—			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 the Company's separation from Cendant.

^(b)	Relates to the costs incurred in connection with the acquisitions of several vacation rental businesses (December 2012).

^(c)	Relates to the non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames at the Company's vacation exchange and rental business.

^(d)	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.

^(e)	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)


	Twelve Months Ended December 31, 2012
	As Reported			Legacy Adjustments ^(a)			Reversal / Recovery ^(b)			Acquisition Costs^(c)			Early Extinguishment of Debt ^(d)			Asset Impairment ^(e)			Restructuring Costs^(f)			As Adjusted non-GAAP
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	)											1,840
Cost of vacation ownership interests		161																					161
Consumer financing interest		90																					90
Marketing and reservation		723																					723
General and administrative		666			5																		671
Asset impairments		8															(8	)					—
Restructuring		7																		(7	)		—
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															(5	)
Interest expense		132																					132
Early extinguishment of debt		108												(108	)								—
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 the Company's separation from Cendant.

^(b)	Includes $2 million related to the 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 acquisition of Shell Vacations Club at the Company's vacation ownership business (September 2012) and several other acquisitions at the Company's vacation rental businesses (December 2012).

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

^(e)	Relates to the non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames at the Company's vacation exchange and rentals business.

^(f)	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.

^(g)	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:


	Twelve Months Ended December 31,
	2013						2012
Net cash provided by operating activities	$	1,008					$	1,004
Less: Property and equipment additions		(238	)					(208	)

Free cash flow	$	770					$	796


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		$	488		$	1,889
Less: Sales under WAAM 1.0		(36	)		(44	)		(51	)		(29	)		(160	)

Gross VOI sales, net of WAAM 1.0 sales		347			437			486			459			1,729
Less: Loan loss provision		(84	)		(90	)		(102	)		(73	)		(349	)
Less: Impact of percentage-of-completion accounting		—			—			—			(1	)		(1	)

Vacation ownership interest sales ^(a)	$	263		$	347		$	384		$	384		$	1,379


2012
Gross VOI sales ^(a)	$	384		$	460		$	502		$	435		$	1,781
Less: Sales under WAAM 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		$	25		$	89
2012	$	27		$	20		$	22		$	28		$	97
2011	$	18		$	18		$	21		$	11		$	68
2010	$	20		$	20		$	23		$	17		$	80