July 28, 2015 - EXHIBIT 99.1 - 8-K: Current report filing

EXHIBIT 99.1

Wyndham Worldwide Reports Second Quarter 2015 Earnings

Second Quarter Adjusted Diluted EPS up 13% Year-Over-Year

Increases Full-Year EPS Guidance

PARSIPPANY, N.J. (July 28, 2015) – Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months ended June 30, 2015.

Second Quarter Highlights:

Second quarter adjusted diluted earnings per share (EPS) was $1.32, an increase of 13% from adjusted diluted EPS of $1.17 in the second quarter of 2014. Reported diluted EPS was $1.33 in the second quarter of 2015, an increase of 11% from reported diluted EPS of $1.20 from the same period in 2014.

Revenues increased 4% compared with the second quarter of 2014. In constant currency, revenues increased 8%.

Adjusted EBITDA increased 2% compared with the second quarter of 2014. In constant currency, adjusted EBITDA increased 6%.

The Company repurchased 1.9 million shares of its common stock during the quarter for $165 million.

“We delivered strong results in the second quarter,” said Stephen P. Holmes, chairman and CEO. “We’re seeing good momentum across the company. Our Wyndham Rewards program re-launch is off to a great start, rental bookings are strong in the US and in Europe, and sales are up in Wyndham Vacation Ownership. We’re well positioned to benefit from improving economies and emerging trends in leisure travel. We expect this to drive continued growth going forward.”

SECOND QUARTER 2015 OPERATING RESULTS

Second quarter revenues were $1.4 billion, an increase of 4% from the prior year period. In constant currency, revenues increased 8%, reflecting growth across all the Company’s business segments.

Adjusted net income was $159 million, or $1.32 per diluted share, compared with $150 million, or $1.17 per diluted share for the same period in 2014. EPS also benefited from the Company’s share repurchase program, which decreased the weighted average diluted share count by 6% year-over-year.

Reported net income for the second quarter of 2015 was $159 million, or $1.33 per diluted share, compared with $153 million, or $1.20 per diluted share, for the second quarter of 2014. Reported net income in the second quarter of 2014 reflects several items excluded from adjusted net income that favorably impacted net income by $3 million. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

Free cash flow was $625 million for the six months ended June 30, 2015, compared with $695 million for the same period in 2014. The decline in free cash flow reflects the timing of capital expenditures and working capital, including inventory spending. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. For the six months ended June 30, 2015, net cash provided by operating activities was $737 million, compared with $793 million in the prior year period. The Company expects free cash flow for the full year 2015 of approximately $800 million compared with $749 million in 2014.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $334 million in the second quarter of 2015, an 18% increase over the second quarter of 2014. In constant currency and excluding acquisitions, revenues increased 8%, reflecting higher domestic RevPAR and worldwide room growth.

Total system-wide RevPAR was flat when compared with the second quarter of 2014. In constant currency, total system-wide RevPAR increased 2.5%. Domestic RevPAR increased 4.5%. International RevPAR declined 1.2% in constant currency, which reflects higher unit growth in lower RevPAR countries such as China.

Adjusted EBITDA for the second quarter of 2015 was $97 million, an 11% increase compared with the second quarter of 2014. In constant currency, excluding acquisitions and the impact of the increase in the inter-segment licensing fee rate charged for use of the Wyndham brand trade name, adjusted EBITDA increased 9%. The increase primarily reflects higher royalties and franchise fees.

As of June 30, 2015, the Company’s hotel system consisted of approximately 7,700 properties and over 668,500 rooms, a 2.8% room increase compared with the second quarter of 2014. The development pipeline included 895 hotels and approximately 116,800 rooms, of which 61% were international and 66% were new construction.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $383 million in the second quarter of 2015, a 5% decrease from the second quarter of 2014. In constant currency, and excluding acquisitions and the impact of a divestiture in 2014, revenues increased 5%.

Exchange revenues were $161 million, a 4% decrease compared with the second quarter of 2014. In constant currency, exchange revenues were flat compared to the prior year, as a 2.7% decline in exchange revenue per member was partially offset by a 2.2% increase in the average number of members.

Vacation rental revenues were $200 million, an 8% decrease compared to the second quarter of 2014. In constant currency and excluding acquisitions and the impact of a divestiture in 2014, vacation rental revenues were up 8%, reflecting a 6.1% increase in transaction volume and a 1.7% increase in average net price per vacation rental.

Adjusted EBITDA for the second quarter of 2015 was $84 million, a 3% decrease compared with the second quarter of 2014. On a currency-neutral basis and excluding acquisitions and the divestiture of a business in 2014, adjusted EBITDA increased 3% compared with the prior year period.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues were $699 million in the second quarter of 2015, a 4% increase over the second quarter of 2014. In constant currency, revenues increased 5%.

Gross VOI sales were $502 million in the second quarter of 2015, an increase of 1% compared with the second quarter of 2014. In constant currency, Gross VOI sales increased 3%. Net VOI sales increased 9% (or 11% in constant currency), reflecting higher volume per guest and a lower loan loss provision. Volume per guest for the quarter increased 3.2% (or 4.4% in constant currency) while tour flow declined 1.0%.

Adjusted EBITDA for the second quarter of 2015 was $182 million, a decrease of 2% compared with the second quarter of 2014. Results reflected higher commission expenses and the increased licensing fee to the Wyndham Hotel Group. On a currency neutral basis, and excluding the increased licensing fee, EBITDA increased 2%.

Other Items

The Company repurchased 1.9 million shares of common stock for $165 million during the second quarter of 2015. From July 1 through July 27, 2015, the Company repurchased an additional 0.8 million shares for $66 million. The Company’s remaining share repurchase authorization totals $635 million as of July 27, 2015.

Reported net interest expense in the second quarter of 2015 was $28 million, compared with $26 million in the second quarter of 2014.

Balance Sheet Information as of June 30, 2015:

Cash and cash equivalents of $410 million, compared with $183 million at December 31, 2014

Vacation ownership contract receivables, net, of $2.7 billion, unchanged from December 31, 2014

Vacation ownership and other inventory of $1.2 billion, unchanged from December 31, 2014

Securitized vacation ownership debt of $2.1 billion, a 3% decrease from December 31, 2014

Long-term debt of $3.2 billion, compared with $2.9 billion at December 31, 2014. The remaining borrowing capacity on the revolving credit facility, net of commercial paper borrowings, was $1.0 billion as of June 30, 2015, compared to $1.3 billion from December 31, 2014

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 2015, the Company reiterates the following guidance:

Revenues of approximately $5.450 - $5.550 billion.

Adjusted EBITDA of approximately $1.285 - $1.315 billion. Guidance reflects a $38 million adverse impact from foreign exchange compared with 2014 full year results.

For the full year 2015, the Company updates the following guidance:

Adjusted diluted EPS of approximately $4.88 - $5.03 based on a diluted share count of 120.2 million, up from $4.81 - $4.96 based on a diluted share count of 121.4 million.

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company’s results, outlook and guidance on Tuesday, July 28, 2015 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 on the website for approximately 90 days beginning at noon EDT on July 28, 2015. 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 July 28, 2015, at 866-443-2927.

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 services and products 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 7,700 franchised hotels and over 668,500 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 approximately 110,000 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 210 vacation ownership resorts serving approximately 901,000 owners throughout the United States, Canada, Mexico, the Caribbean, and the South Pacific. Based in Parsippany, NJ, Wyndham Worldwide employs over 34,000 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, cash flow 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 13, 2015. 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 segments which when considered with GAAP measures, 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 the Company's reportable segments, as well as reconcile EBITDA to Net income for the three months ended June 30, 2015 and 2014:

	Three Months Ended June 30,
	2015						2014
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	334		$	96		$	283		$	87
Vacation Exchange and Rentals		383			84			402			89
Vacation Ownership		699			182			673			185
Total Reportable Segments		1,416			362			1,358			361
Corporate and Other ^(a)		(18	)		(30	)		(15	)		(35	)
Total Company	$	1,398		$	332		$	1,343		$	326

Reconciliation of EBITDA to Net income

	Three Months Ended June 30,
	2015			2014
EBITDA	$	332		$	326
Depreciation and amortization		58			59
Interest expense		30			29
Interest income		(2	)		(3	)
Income before income taxes		246			241
Provision for income taxes		87			88
Net income	$	159		$	153

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

The following tables summarize net revenues and adjusted EBITDA for the Company's reportable segments for the three months ended June 30, 2015 and 2014 (for a description of adjustments by segment, see Table 7):

	Three Months Ended June 30,
	2015						2014
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	334		$	97		$	283		$	87
Vacation Exchange and Rentals		383			84			402			87
Vacation Ownership		699			182			673			185
Total Reportable Segments		1,416			363			1,358			359
Corporate and Other		(18	)		(31	)		(15	)		(35	)
Total Company	$	1,398		$	332		$	1,343		$	324

Table 1

(2 of 2)

Wyndham Worldwide Corporation

OPERATING RESULTS OF REPORTABLE SEGMENTS

(In millions)

The following tables summarize net revenues and EBITDA for the Company's reportable segments, as well as reconcile EBITDA to Net income attributable to Wyndham shareholders for the six months ended June 30, 2015 and 2014:

	Six Months Ended June 30,
	2015						2014
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	626		$	172		$	520		$	151
Vacation Exchange and Rentals		752			189			781			174
Vacation Ownership		1,316			313			1,266			300
Total Reportable Segments		2,694			674			2,567			625
Corporate and Other ^(a)		(33	)		(65	)		(31	)		(69	)
Total Company	$	2,661		$	609		$	2,536		$	556

Reconciliation of EBITDA to Net income attributable to Wyndham shareholders

	Six Months Ended June 30,
	2015			2014
EBITDA	$	609		$	556
Depreciation and amortization		114			115
Interest expense		56			56
Interest income		(5	)		(5	)
Income before income taxes		444			390
Provision for income taxes		162			146
Net income		282			244
Net income attributable to noncontrolling interest		-			(1	)
Net income attributable to Wyndham shareholders	$	282		$	243

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

The following tables summarize net revenues and adjusted EBITDA for the Company's reportable segments for the six months ended June 30, 2015 and 2014 (for a description of adjustments by segment, see Table 7):

	Six Months Ended June 30,
	2015						2014
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	626		$	175		$	520		$	155
Vacation Exchange and Rentals		752			189			781			182
Vacation Ownership		1,316			313			1,266			300
Total Reportable Segments		2,694			677			2,567			637
Corporate and Other		(33	)		(66	)		(31	)		(69	)
Total Company	$	2,661		$	611		$	2,536		$	568

Table 2

Wyndham Worldwide Corporation

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Net revenues
Service and membership fees	$	623		$	616		$	1,223		$	1,205
Vacation ownership interest sales		417			382			753			685
Franchise fees		178			166			325			293
Consumer financing		105			106			210			211
Other		75			73			150			142
Net revenues		1,398			1,343			2,661			2,536

Expenses
Operating		610			572			1,177			1,106
Cost of vacation ownership interests		47			42			80			81
Consumer financing interest		19			17			36			35
Marketing and reservation		211			206			406			387
General and administrative		182			181			362			376
Restructuring		-			-			(1	)		-
Depreciation and amortization		58			59			114			115
Total expenses		1,127			1,077			2,174			2,100

Operating income		271			266			487			436
Other income, net		(3	)		(1	)		(8	)		(5	)
Interest expense		30			29			56			56
Interest income		(2	)		(3	)		(5	)		(5	)

Income before income taxes		246			241			444			390
Provision for income taxes		87			88			162			146
Net income		159			153			282			244
Net income attributable to noncontrolling interest		-			-			-			(1	)
Net income attributable to Wyndham shareholders	$	159		$	153		$	282		$	243

Earnings per share
Basic	$	1.34		$	1.21		$	2.35		$	1.91
Diluted		1.33			1.20			2.33			1.89

Weighted average shares outstanding
Basic		119			127			120			127
Diluted		120			128			121			129

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

Table 3

(1 of 2)

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	2015		667,400		668,500		N/A		N/A		N/A
	2014		646,900		650,200		655,300		660,800		N/A
	2013		631,800		635,100		638,300		645,400		N/A
	2012		609,300		608,300		618,100		627,400		N/A

RevPAR	2015	$	32.84	$	39.82		N/A		N/A		N/A
	2014	$	32.30	$	40.11	$	43.71	$	34.06	$	37.57
	2013	$	31.05	$	38.00	$	41.78	$	33.07	$	36.00
	2012	$	29.73	$	37.23	$	40.39	$	31.86	$	34.80

Vacation Exchange and Rentals
Average Number of Members (in 000s)	2015		3,822		3,831		N/A		N/A		N/A
	2014		3,727		3,748		3,777		3,808		3,765
	2013		3,668		3,686		3,711		3,728		3,698
	2012		3,684		3,670		3,672		3,670		3,674

Exchange Revenue Per Member	2015	$	194.06	$	167.81		N/A		N/A		N/A
	2014	$	200.78	$	179.17	$	171.77	$	157.24	$	177.12
	2013	$	210.96	$	182.42	$	169.95	$	161.21	$	181.02
	2012	$	204.56	$	177.07	$	171.14	$	165.86	$	179.68

Vacation Rental Transactions (in 000s) ^{(a) (b)}	2015		459		390		N/A		N/A		N/A
	2014		429		376		455		293		1,552
	2013		423		355		433		273		1,483
	2012		418		325		390		259		1,392

Average Net Price Per Vacation Rental^{(a) (b)}	2015	$	361.20	$	513.14		N/A		N/A		N/A
	2014	$	410.04	$	577.13	$	727.40	$	492.25	$	558.95
	2013	$	392.64	$	540.38	$	677.81	$	506.62	$	532.11
	2012	$	379.40	$	524.40	$	635.44	$	484.69	$	504.55

Vacation Ownership ^(a)
Gross Vacation Ownership Interest (VOI) Sales (in 000s) ^(c)	2015	$	390,000	$	502,000		N/A		N/A		N/A
	2014	$	410,000	$	496,000	$	513,000	$	470,000	$	1,889,000
	2013	$	384,000	$	481,000	$	536,000	$	488,000	$	1,889,000
	2012	$	384,000	$	460,000	$	502,000	$	435,000	$	1,781,000

Tours (in 000s) ^(d)	2015		168		206		N/A		N/A		N/A
	2014		170		208		225		191		794
	2013		163		206		225		195		789
	2012		148		186		207		183		724

Volume Per Guest (VPG) ^(d)	2015	$	2,177	$	2,353		N/A		N/A		N/A
	2014	$	2,272	$	2,280	$	2,158	$	2,336	$	2,257
	2013	$	2,211	$	2,256	$	2,278	$	2,370	$	2,281
	2012	$	2,414	$	2,361	$	2,315	$	2,225	$	2,324

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

^(a)

Includes the impact of acquisitions/dispositions from the acquisition/disposition dates forward. Therefore, the operating statistics are not presented on a comparable basis.

^(b)

The vacation exchange and rentals operating statistics excluding our U.K.-based camping business sold in Q4 2014 are as follows:

	Year	Q1		Q2		Q3		Q4		Full Year
Vacation Rental Transactions (in 000s)	2014	429		367		431		292		1,518
Average Net Price Per Vacation Rental	2014	$	410.02	$	578.02	$	700.56	$	492.64	$	548.93

^(c)

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

^(d)

Includes the impact of WAAM Just-in-Time related tours beginning in the second quarter of 2012.

ADDITIONAL DATA

	Year		Q1		Q2		Q3		Q4		Full Year
Lodging
Number of Properties		2015		7,670		7,700		N/A		N/A		N/A
		2014		7,500		7,540		7,590		7,650		N/A
		2013		7,380		7,410		7,440		7,490		N/A
		2012		7,150		7,170		7,260		7,340		N/A

Vacation Ownership
Provision for Loan Losses (in 000s) ^(*)		2015	$	46,000	$	60,000		N/A		N/A		N/A
		2014	$	60,000	$	70,000	$	70,000	$	60,000	$	260,000
		2013	$	84,000	$	90,000	$	102,000	$	73,000	$	349,000
		2012	$	96,000	$	100,000	$	124,000	$	89,000	$	409,000

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

^(*)

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.

Table 3

(2 of 2)

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 and (ii) properties under affiliation agreements for which the Company receives a fee for reservation and/or other services provided.

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 who are 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 WAAM 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 2012-2015.

General

Constant Currency: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods (foreign currency translation).

Currency-Neutral: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods (foreign currency translation) and the impact caused by any foreign exchange related activities (i.e., hedges, balance sheet remeasurements and/or adjustments).

Table 4

Wyndham Worldwide Corporation

REVENUE DETAIL BY REPORTABLE SEGMENT

(In millions)

	2015										2014
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Lodging
Royalties and Franchise Fees	$	74	$	96		N/A		N/A		N/A	$	68	$	88	$	100	$	83	$	339
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		96		108		N/A		N/A		N/A		76		101		117		91		385
Hotel Management Reimbursable Revenues ^(b)		61		71		N/A		N/A		N/A		37		39		39		39		154
Intersegment Trademark Fees		12		15		N/A		N/A		N/A		9		11		11		10		41
Owned Hotel Revenues		25		20		N/A		N/A		N/A		24		20		18		20		81
Ancillary Revenues ^(c)		24		24		N/A		N/A		N/A		23		24		30		24		101
Total Lodging		292		334		N/A		N/A		N/A		237		283		315		267		1,101

Vacation Exchange and Rentals
Exchange Revenues		185		161		N/A		N/A		N/A		187		168		162		150		667
Rental Revenues		166		200		N/A		N/A		N/A		176		217		331		144		868
Ancillary Revenues ^(d)		18		22		N/A		N/A		N/A		16		17		19		17		69
Total Vacation Exchange and Rentals		369		383		N/A		N/A		N/A		379		402		512		311		1,604

Vacation Ownership
Vacation Ownership Interest Sales		336		417		N/A		N/A		N/A		303		382		415		385		1,485
Consumer Financing		104		105		N/A		N/A		N/A		105		106		108		108		427
Property Management Fees and Reimbursable Revenues		153		149		N/A		N/A		N/A		143		145		150		142		581
WAAM Fee-for-Service Commissions		12		19		N/A		N/A		N/A		33		30		18		16		98
Ancillary Revenues ^(e)		12		9		N/A		N/A		N/A		9		10		13		17		47
Total Vacation Ownership		617		699		N/A		N/A		N/A		593		673		704		668		2,638
Total Reportable Segments	$	1,278	$	1,416		N/A		N/A		N/A	$	1,209	$	1,358	$	1,531	$	1,246	$	5,343

	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
Intersegment 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 Fee-for-Service 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

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 2014, reimbursable revenues of $2 million in each of Q1, Q2 and Q3 and $1 million in Q4 which were charged to the Company's vacation ownership business and were eliminated in consolidation. During 2013, such amounts include reimbursable revenues of $1 million, $3 million and $2 million, in Q2, Q3 and Q4 respectively, which were charged to the Company's vacation ownership business and were eliminated in consolidation.

^(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.

Table 5

Wyndham Worldwide Corporation

SCHEDULE OF DEBT

(In millions)

	June 30, 2015		March 31, 2015		December 31, 2014		September 30, 2014		June 30, 2014

Securitized vacation ownership debt ^(a)
Term notes	$	1,841	$	2,090	$	1,962	$	1,670	$	1,600
Bank conduit facility ^(b)		253		98		203		271		291
Total securitized vacation ownership debt ^(c)		2,094		2,188		2,165		1,941		1,891
Less: Current portion of securitized vacation ownership debt		211		217		214		192		187
Long-term securitized vacation ownership debt	$	1,883	$	1,971	$	1,951	$	1,749	$	1,704


Debt:
Revolving credit facility (due July 2020) ^(d)	$	23	$	14	$	25	$	18	$	16
Commercial paper ^(e)		476		346		189		237		107
$315 million 6.00% senior unsecured notes (due December 2016)		317		317		317		317		318
$300 million 2.95% senior unsecured notes (due March 2017)		299		299		299		299		299
$14 million 5.75% senior unsecured notes (due February 2018)		14		14		14		14		14
$450 million 2.50% senior unsecured notes (due March 2018)		448		448		448		448		448
$40 million 7.375% senior unsecured notes (due March 2020)		40		40		40		40		40
$250 million 5.625% senior unsecured notes (due March 2021)		247		247		247		247		246
$650 million 4.25% senior unsecured notes (due March 2022)		648		650		648		646		646
$400 million 3.90% senior unsecured notes (due March 2023)		409		418		410		401		403
Capital leases		161		161		170		175		186
Other		70		70		81		80		99
Total long-term debt		3,152		3,024		2,888		2,922		2,822
Less: Current portion of long-term debt		52		53		47		49		50
Long-term debt	$	3,100	$	2,971	$	2,841	$	2,873	$	2,772

^(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 2016 and borrowing capacity of $650 million. As of June 30, 2015, this facility had a remaining borrowing capacity of $397 million.

^(c)

This debt is collateralized by $2,558 million, $2,609 million, $2,629 million, $2,326 million, and $2,287 million of underlying vacation ownership contract receivables and related assets as of June 30, 2015, March 31, 2015, December 31, 2014, September 30, 2014 and June 30, 2014.

^(d)

Represents a $1.5 billion revolving credit facility that expires in July 2020. As of June 30, 2015, the Company had $1 million of outstanding letters of credit. After considering outstanding commercial paper borrowings of $476 million, the remaining borrowing capacity was $1 billion as of June 30, 2015.

^(e)

Represents commercial paper programs of $1.25 billion with a remaining borrowing capacity of $774 million as of June 30, 2015.

Table 6

(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS

	As of and For the Three Months Ended June 30, 2015
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)		Average Revenue Per Available Room (RevPAR)

Lodging
Super 8		2,549		163,510		61.1	%	$	51.27	$	31.33

Days Inn		1,782		143,046		54.2	%	$	68.18	$	36.95

Ramada		836		116,799		56.0	%	$	75.49	$	42.24

Howard Johnson		413		44,945		50.3	%	$	63.70	$	32.06

Wyndham Hotels and Resorts		207		44,489		63.8	%	$	113.95	$	72.68

Travelodge		415		30,701		53.3	%	$	69.14	$	36.87

Baymont		383		30,471		56.1	%	$	69.39	$	38.93

Knights Inn		388		23,994		47.5	%	$	48.21	$	22.92

Microtel Inns & Suites by Wyndham		327		23,446		61.4	%	$	70.02	$	43.02

TRYP by Wyndham		123		17,895		64.8	%	$	81.02	$	52.48

Wingate by Wyndham		150		13,645		67.2	%	$	91.15	$	61.27

Hawthorn Suites by Wyndham		101		10,053		70.5	%	$	81.33	$	57.31

Dolce		24		5,530		58.4	%	$	150.86	$	88.09

Total Lodging		7,698		668,524		57.4	%	$	69.32	$	39.82

Vacation Ownership
Wyndham Vacation Ownership resorts		211		24,068		N/A			N/A		N/A

Total Wyndham Worldwide		7,909		692,592

	As of and For the Three Months Ended June 30, 2014
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)		Average Revenue Per Available Room (RevPAR)

Lodging
Super 8		2,436		155,711		60.0	%	$	50.77	$	30.46

Days Inn		1,807		146,139		55.8	%	$	64.86	$	36.20

Ramada		829		114,195		57.2	%	$	79.00	$	45.15

Howard Johnson		439		46,214		50.4	%	$	62.88	$	31.68

Wyndham Hotels and Resorts		178		39,816		66.7	%	$	117.57	$	78.43

Travelodge		425		31,075		54.3	%	$	67.35	$	36.60

Baymont		346		28,325		56.9	%	$	66.36	$	37.78

Knights Inn		383		23,472		46.4	%	$	46.78	$	21.70

Microtel Inns & Suites by Wyndham		318		22,744		63.8	%	$	67.26	$	42.88

TRYP by Wyndham		117		16,740		66.9	%	$	96.01	$	64.19

Wingate by Wyndham		158		14,436		68.7	%	$	88.24	$	60.65

Hawthorn Suites by Wyndham		98		9,737		68.1	%	$	77.37	$	52.72

Dream		5		989		72.9	%	$	246.03	$	179.38

Night		3		630		72.8	%	$	158.86	$	115.62

Total Lodging		7,542		650,223		58.0	%	$	69.13	$	40.11

Vacation Ownership
Wyndham Vacation Ownership resorts		201		23,450		N/A			N/A		N/A

Total Wyndham Worldwide		7,743		673,673

NOTE: A glossary of terms is included in Table 3 (2 of 2); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding.

Table 6

(2 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS

	As of and For the Six Months Ended June 30, 2015
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)		Average Revenue Per Available Room (RevPAR)

Lodging
Super 8		2,549		163,510		56.1	%	$	50.01	$	28.04

Days Inn		1,782		143,046		49.7	%	$	66.32	$	32.98

Ramada		836		116,799		53.7	%	$	75.12	$	40.37

Howard Johnson		413		44,945		47.2	%	$	63.13	$	29.82

Wyndham Hotels and Resorts		207		44,489		59.9	%	$	113.13	$	67.81

Travelodge		415		30,701		49.4	%	$	65.86	$	32.54

Baymont		383		30,471		51.6	%	$	67.52	$	34.85

Knights Inn		388		23,994		45.8	%	$	46.73	$	21.41

Microtel Inns & Suites by Wyndham		327		23,446		57.5	%	$	68.55	$	39.41

TRYP by Wyndham		123		17,895		58.2	%	$	78.87	$	45.92

Wingate by Wyndham		150		13,645		62.9	%	$	88.74	$	55.81

Hawthorn Suites by Wyndham		101		10,053		67.7	%	$	80.89	$	54.75

Dolce		24		5,530		56.7	%	$	143.28	$	81.30

Total Lodging		7,698		668,524		53.5	%	$	68.00	$	36.35

Vacation Ownership
Wyndham Vacation Ownership resorts		211		24,068		N/A			N/A		N/A

Total Wyndham Worldwide		7,909		692,592

	As of and For the Six Months Ended June 30, 2014
Brand	Number of Properties		Number of Rooms		Average Occupancy Rate			Average Daily Rate (ADR)		Average Revenue Per Available Room (RevPAR)

Lodging
Super 8		2,436		155,711		55.8	%	$	49.63	$	27.69

Days Inn		1,807		146,139		50.2	%	$	63.56	$	31.92

Ramada		829		114,195		53.7	%	$	79.22	$	42.52

Howard Johnson		439		46,214		47.0	%	$	62.41	$	29.32

Wyndham Hotels and Resorts		178		39,816		61.1	%	$	115.42	$	70.55

Travelodge		425		31,075		49.5	%	$	64.82	$	32.08

Baymont		346		28,325		52.0	%	$	64.25	$	33.40

Knights Inn		383		23,472		43.6	%	$	45.50	$	19.84

Microtel Inns & Suites by Wyndham		318		22,744		58.8	%	$	65.08	$	38.24

TRYP by Wyndham		117		16,740		59.2	%	$	91.64	$	54.22

Wingate by Wyndham		158		14,436		63.9	%	$	85.95	$	54.93

Hawthorn Suites by Wyndham		98		9,737		64.7	%	$	76.76	$	49.66

Dream		5		989		73.4	%	$	217.94	$	159.91

Night		3		630		66.3	%	$	139.04	$	92.20

Total Lodging		7,542		650,223		53.5	%	$	67.78	$	36.23

Vacation Ownership
Wyndham Vacation Ownership resorts		201		23,450		N/A			N/A		N/A

Total Wyndham Worldwide		7,743		673,673

NOTE: A glossary of terms is included in Table 3 (2 of 2); 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, 2015	Net Revenues			Reported EBITDA			Legacy Adjustments^(b)			Acquisition Costs ^(c)		Restructuring Costs ^(d)			Adjusted EBITDA
Lodging	$	292		$	76		$			$	3	$	-		$	79
Vacation Exchange and Rentals		369			105			-			-		(1	)		104
Vacation Ownership		617			130			-			-		-			130
Total Reportable Segments		1,278			311			-			3		(1	)		313
Corporate and Other ^(a)		(16	)		(34	)		-			-		-			(34	)
Total Company	$	1,262		$	277		$	-		$	3	$	(1	)	$	279

Three months ended June 30, 2015
Lodging	$	334		$	96		$	-		$	1	$	-		$	97
Vacation Exchange and Rentals		383			84			-			-		-			84
Vacation Ownership		699			182			-			-		-			182
Total Reportable Segments		1,416			362			-			1		-			363
Corporate and Other ^(a)		(18	)		(30	)		(1	)		-		-			(31	)
Total Company	$	1,398		$	332		$	(1	)	$	1	$	-		$	332

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

^(c)

Relates to costs incurred in connection with the acquisition of Dolce Hotels and Resorts (January 2015).

^(d)

Relates to the reversal of a portion of the restructuring reserve established during the fourth quarter of 2014.

Table 7

(2 of 2)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION

(In millions)

Three months ended March 31, 2014	Net Revenues			Reported EBITDA			Executive Departure Costs		Venezuela Currency Devaluation ^(b)		VAT Adjustment ^(c)			Restructuring Costs ^(d)			Loss on Sale and Asset Impairments ^(e)		Legacy Adjustments ^(f)			Adjusted EBITDA
Lodging	$	237		$	64		$	4	$	-	$	-		$	-		$	-	$	-		$	68
Vacation Exchange and Rentals		379			85			-		10		-			-			-		-			95
Vacation Ownership		593			115			-		-		-			-			-		-			115
Total Reportable Segments		1,209			264			4		10		-			-			-		-			278
Corporate and Other ^(a)		(16	)		(34	)		-		-		-			-			-		-			(34	)
Total Company	$	1,193		$	230		$	4	$	10	$	-		$	-		$	-	$	-		$	244

Three months ended June 30, 2014
Lodging	$	283		$	87		$	-	$	-	$	-		$	-		$	-	$	-		$	87
Vacation Exchange and Rentals		402			89			-		-		(2	)		-			-		-			87
Vacation Ownership		673			185			-		-		-			-			-		-			185
Total Reportable Segments		1,358			361			-		-		(2	)		-			-		-			359
Corporate and Other ^(a)		(15	)		(35	)		-		-		-			-			-		-			(35	)
Total Company	$	1,343		$	326		$	-	$	-	$	(2	)	$	-		$	-	$	-		$	324

Three months ended September 30, 2014
Lodging	$	315		$	100		$	-	$	-	$	-		$	(1	)	$	8	$	-		$	107
Vacation Exchange and Rentals		512			159			-		-		-			-			-		-			159
Vacation Ownership		704			188			-		-		-			-			-		-			188
Total Reportable Segments		1,531			447			-		-		-			(1	)		8		-			454
Corporate and Other ^(a)		(17	)		(36	)		-		-		-			-			-		-			(36	)
Total Company	$	1,514		$	411		$	-	$	-	$	-		$	(1	)	$	8	$	-		$	418

Three months ended December 31, 2014
Lodging	$	267		$	77		$	-	$	-	$	-		$	2		$	-	$	-		$	79
Vacation Exchange and Rentals		311			2			-		-		-			10			27		-			39
Vacation Ownership		668			172			-		-		-			-			-		-			172
Total Reportable Segments		1,246			251			-		-		-			12			27		-			290
Corporate and Other ^(a)		(15	)		(36	)		-		-		-			-			-		(2	)		(38	)
Total Company	$	1,231		$	215		$	-	$	-	$	-		$	12		$	27	$	(2	)	$	252

Twelve months ended December 31, 2014
Lodging	$	1,101		$	327		$	4	$	-	$	-		$	1		$	8	$	-		$	340
Vacation Exchange and Rentals		1,604			335			-		10		(2	)		10			27		-			380
Vacation Ownership		2,638			660			-		-		-			-			-		-			660
Total Reportable Segments		5,343			1,322			4		10		(2	)		11			35		-			1,380
Corporate and Other ^(a)		(62	)		(141	)		-		-		-			-			-		(1	)		(142	)
Total Company	$	5,281		$	1,181		$	4	$	10	$	(2	)	$	11		$	35	$	(1	)	$	1,238

Note: The sum of the quarters may not agree to the twelve months ended December 31, 2014 due to rounding.

^(a)

Includes the elimination of transactions between segments.

^(b)

Represents the devaluation of the official exchange rate of Venezuela.

^(c)

Reversal of a reserve for value-added taxes.

^(d)

Relates to (i) the reversal of a portion of a restructuring reserve established during the fourth quarter of 2013 and (ii) costs incurred as a result of various organizational realignment initiatives by the Company.

^(e)

Relates to (i) a loss on the sale of a business and a write-down of an equity investment at the Company's vacation exchange and rentals business and (ii) a write-down of an investment in a joint venture at the Company's lodging business.

^(f)

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

Table 8

(1 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Three Months Ended June 30, 2015

	As Reported			Legacy Adjustments^(a)			Acquisition Costs^(b)			As Adjusted non-GAAP
Net revenues
Service and membership fees	$	623		$			$			$	623
Vacation ownership interest sales		417									417
Franchise fees		178									178
Consumer financing		105									105
Other		75									75
Net revenues		1,398			-			-			1,398

Expenses
Operating		610						(1	)		609
Cost of vacation ownership interests		47									47
Consumer financing interest		19									19
Marketing and reservation		211									211
General and administrative		182			1						183
Depreciation and amortization		58									58
Total expenses		1,127			1			(1	)		1,127

Operating income		271			(1	)		1			271
Other income, net		(3	)								(3	)
Interest expense		30									30
Interest income		(2	)								(2	)

Income before income taxes		246			(1	)		1			246
Provision for income taxes		87									87

Net income	$	159		$	(1	)	$	1		$	159

Earnings per share
Basic	$	1.34		$	(0.01	)	$	0.01		$	1.33
Diluted		1.33			(0.01	)		0.01			1.32

Weighted average shares outstanding
Basic		119			119			119			119
Diluted		120			120			120			120

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

^(b)

Relates to costs incurred in connection with the acquisition of Dolce Hotels and Resorts (January 2015).

Table 8

(2 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Six Months Ended June 30, 2015

	As Reported			Legacy Adjustments^(a)			Acquisition Costs^(b)			Restructuring Costs ^(d)			As Adjusted non-GAAP
Net revenues
Service and membership fees	$	1,223		$			$			$			$	1,223
Vacation ownership interest sales		753												753
Franchise fees		325												325
Consumer financing		210												210
Other		150												150
Net revenues		2,661			-			-			-			2,661

Expenses
Operating		1,177						(4	)					1,173
Cost of vacation ownership interests		80												80
Consumer financing interest		36												36
Marketing and reservation		406												406
General and administrative		362			1									363
Restructuring		(1	)								1			-
Depreciation and amortization		114												114
Total expenses		2,174			1			(4	)		1			2,172

Operating income		487			(1	)		4			(1	)		489
Other income, net		(8	)											(8	)
Interest expense		56												56
Interest income		(5	)											(5	)

Income before income taxes		444			(1	)		4			(1	)		446
Provision for income taxes		162			-			(1	)^(c)		-			161

Net income	$	282		$	(1	)	$	5		$	(1	)	$	285

Earnings per share
Basic	$	2.35		$	(0.01	)	$	0.04		$	(0.01	)	$	2.37
Diluted		2.33			(0.01	)		0.04			(0.01	)		2.36

Weighted average shares outstanding
Basic		120			120			120			120			120
Diluted		121			121			121			121			121

Note: EPS amounts may not add due to rounding.

^(a)

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

^(b)

Relates primarily to costs incurred in connection with the acquisition of Dolce Hotels and Resorts (January 2015) at the Company's lodging business.

^(c)

Relates to (i) the tax effect of the adjustment and (ii) a valuation allowance established in connection with the acquisition of Dolce Hotels and Resorts.

^(d)

Relates to the reversal of a portion of the restructuring reserve established during the fourth quarter of 2014 at the Company's vacation exchange and rentals business.

Table 8

(3 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Three Months Ended June 30, 2014

	As Reported			Legacy Adjustments			VAT Adjustment^(b)			As Adjusted non-GAAP
Net revenues
Service fees and membership	$	616		$			$			$	616
Vacation ownership interest sales		382									382
Franchise fees		166									166
Consumer financing		106									106
Other		73									73
Net revenues		1,343			-			-			1,343

Expenses
Operating		572									572
Cost of vacation ownership interests		42									42
Consumer financing interest		17									17
Marketing and reservation		206									206
General and administrative		181						2			183
Depreciation and amortization		59									59
Total expenses		1,077			-			2			1,079

Operating income		266			-			(2	)		264
Other income, net		(1	)								(1	)
Interest expense		29						2			31
Interest income		(3	)								(3	)

Income before income taxes		241			-			(4	)		237
Provision for income taxes		88			1	^(a)		(2	)^(c)		87

Net income	$	153		$	(1	)	$	(2	)	$	150

Earnings per share
Basic	$	1.21		$	-		$	(0.02	)	$	1.18
Diluted		1.20			-			(0.02	)		1.17

Weighted average shares outstanding
Basic		127			127			127			127
Diluted		128			128			128			128

Note: EPS amounts may not add due to rounding.

^(a)

Relates to the reversal of a state tax accrual.

^(b)

Relates to the reversal of a reserve for value-added taxes at the Company's vacation exchange and rentals business.

^(c)

Relates to the tax effect of the adjustment.

Table 8

(4 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Six Months Ended June 30, 2014

	As Reported			Executive Departure Costs^(a)			Venezuela Currency Devaluation^(c)			Legacy Adjustments			VAT Adjustment ^(e)			As Adjusted non-GAAP
Net revenues
Service fees and membership	$	1,205		$			$			$			$			$	1,205
Vacation ownership interest sales		685															685
Franchise fees		293															293
Consumer financing		211															211
Other		142															142
Net revenues		2,536			-			-			-			-			2,536

Expenses
Operating		1,106						(10	)								1,096
Cost of vacation ownership interests		81															81
Consumer financing interest		35															35
Marketing and reservation		387															387
General and administrative		376			(4	)								2			374
Depreciation and amortization		115															115
Total expenses		2,100			(4	)		(10	)		-			2			2,088

Operating income		436			4			10			-			(2	)		448
Other income, net		(5	)														(5	)
Interest expense		56												2			58
Interest income		(5	)														(5	)

Income before income taxes		390			4			10			-			(4	)		400
Provision for income taxes		146			1	^(b)		1	^(b)		1	^(d)		(2	)^(b)		147

Net income		244			3			9			(1	)		(2	)		253
Net loss attributable to noncontrolling interest		(1	)		-			-			-			-			(1	)

Net income attributable to Wyndham shareholders	$	243		$	3		$	9		$	(1	)	$	(2	)	$	252

Earnings per share
Basic	$	1.91		$	0.02		$	0.07		$	-		$	(0.02	)	$	1.98
Diluted		1.89			0.02			0.07			-			(0.02	)		1.96

Weighted average shares outstanding
Basic		127			127			127			127			127			127
Diluted		129			129			129			129			129			129

Note: EPS amounts may not add due to rounding.

^(a)

Related to costs associated with an executive's departure at the Company's lodging business.

^(b)

Relates to the tax effect of the adjustment.

^(c)

Represents the devaluation of the official exchange rate of Venezuela at the Company's vacation exchange and rental business.

^(d)

Relates to the reversal of a state tax accrual.

^(e)

Relates to the reversal of a reserve for value-added taxes at the Company's vacation exchange and rentals business.

Table 9

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATIONS AND FINANCIAL INFORMATION

(In millions)

FREE CASH FLOW

We define free cash flow to be net cash provided by operating activities less property and equipment additions which we also refer to as capital expenditures.

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:

	Six Months Ended June 30,
	2015			2014

Net cash provided by operating activities	$	737		$	793
Less: Property and equipment additions		(112	)		(98	)
Free cash flow	$	625		$	695

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
2015	Q1			Q2			Q3			Q4			Full Year

Gross VOI sales ^(*)	$	390		$	502			N/A			N/A			N/A
Less: Sales under WAAM Fee-for-Service		(21	)		(26	)		N/A			N/A			N/A
Gross VOI sales, net of WAAM Fee-for-Service sales		369			477			N/A			N/A			N/A
Less: Loan loss provision		(46	)		(60	)		N/A			N/A			N/A
Plus: Impact of percentage-of-completion accounting		13			-			N/A			N/A			N/A
Vacation ownership interest sales ^(*)	$	336		$	417			N/A			N/A			N/A

2014

Gross VOI sales ^(*)	$	410		$	496		$	513		$	470		$	1,889
Less: Sales under WAAM Fee-for-Service		(44	)		(40	)		(27	)		(21	)		(132	)
Gross VOI sales, net of WAAM Fee-for-Service sales		366			456			486			449			1,757
Less: Loan loss provision		(60	)		(70	)		(70	)		(60	)		(260	)
Less: Impact of percentage-of-completion accounting		(3	)		(4	)		(1	)		(4	)		(12	)
Vacation ownership interest sales ^(*)	$	303		$	382		$	415		$	385		$	1,485

2013

Gross VOI sales ^(*)	$	384		$	481		$	536		$	488		$	1,889
Less: Sales under WAAM Fee-for-Service		(36	)		(44	)		(51	)		(29	)		(160	)
Gross VOI sales, net of WAAM Fee-for-Service 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 ^(*)	$	263		$	347		$	384		$	384		$	1,379

2012

Gross VOI sales ^(*)	$	384		$	460		$	502		$	435		$	1,781
Less: Sales under WAAM Fee-for-Service		(17	)		(18	)		(5	)		(10	)		(49	)
Gross VOI sales, net of WAAM Fee-for-Service sales		367			442			497			426			1,732
Less: Loan loss provision		(96	)		(100	)		(124	)		(89	)		(409	)
Vacation ownership interest sales ^(*)	$	271		$	342		$	373		$	337		$	1,323

Note: Amounts may not add due to rounding.

^(*)

Includes VOI sales under WAAM Just-in-Time 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

2015	$	24	$	17		N/A		N/A		N/A
2014	$	25	$	21	$	27	$	24	$	97
2013	$	24	$	18	$	22	$	25	$	89
2012	$	27	$	20	$	22	$	28	$	97

Form: 8-K

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