October 27, 2015 - EXHIBIT 99.1 - 8-K: Current report filing

Exhibit 99.1

Wyndham Worldwide Reports Strong Third Quarter 2015 Results

Increases 2015 Adjusted EPS Guidance

PARSIPPANY, N.J. (October 27, 2015) – Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months ended September 30, 2015.

THIRD QUARTER HIGHLIGHTS:

Adjusted diluted earnings per share (EPS) was $1.78, an increase of 7% from adjusted diluted EPS of $1.67 in the third quarter of 2014. Reported diluted EPS was $1.61, compared with $1.64 in the third quarter of 2014.

Revenues for the third quarter of 2015 increased 3% compared with the third quarter of 2014. On a currency neutral basis and excluding the impact of acquisitions and a divestiture, revenues increased 6% and adjusted EBITDA increased 7%.

Gross vacation ownership sales increased 12% on a constant currency basis.

Vacation rental transactions increased 6% excluding the impact of acquisitions and a divestiture.

The Company repurchased 2.1 million shares of its common stock for $170 million during the quarter.

“We delivered great results in the third quarter across all our businesses, with more guests, staying more often, and more engaged than ever,” said Stephen P. Holmes, chairman and CEO. “This quarter was highlighted by a double digit increase in gross vacation ownership interest sales, strong growth in vacation rental transaction volume, and increased activity through our re-invigorated loyalty program. We are connecting the widest range of guests around the globe with the accommodation options they desire.”

THIRD QUARTER 2015 OPERATING RESULTS

Third quarter revenues were $1.6 billion, an increase of 3% from the prior year period. Excluding acquisitions and a divestiture, constant currency revenues increased 6% reflecting growth in each of the Company’s business segments.

Third quarter adjusted EBITDA was $412 million, compared with $418 million in the prior year period. Year-over-year adjusted EBITDA comparisons were adversely affected by foreign currency effects of $17 million in 2015, and the absence of results in 2015 from Canvas Holiday, a U.K.-based camping business, which contributed $18 million of EBITDA in the third quarter 2014 and was divested in the fourth quarter of 2014. Excluding these items and acquisitions, adjusted EBITDA increased 7%.

Adjusted net income was $210 million, or $1.78 per diluted share, compared with $210 million, or $1.67 per diluted share for the same period in 2014. Net income and earnings per share benefited from strong operations, but were negatively affected by the same factors that influenced adjusted EBITDA comparisons, noted above. EPS also benefited from the Company’s share repurchase program, which decreased the weighted average diluted share count 6% year-over-year.

Reported net income for the third quarter of 2015 was $190 million, or $1.61 per diluted share, compared with $206 million, or $1.64 per diluted share, for the third quarter of 2014. Reported net income in both periods reflects several items excluded from adjusted net income. The net result of these items unfavorably impacted third quarter 2015 net income by $20 million and unfavorably impacted third quarter 2014 net income by $4 million. Full reconciliations of adjusted net income to GAAP results appear in Table 8 of this press release. Year-over-year reported net income third quarter comparisons were negatively impacted by the same factors that influenced adjusted EBITDA comparisons, noted above.

Free cash flow was $660 million for the nine months ended September 30, 2015, compared with $750 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 expects inventory spending in the fourth quarter of 2015 to be significantly lower than in the fourth quarter of 2014. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. For the nine months ended September 30, 2015, net cash provided by operating activities was $817 million, compared with $899 million in the prior year period.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $357 million in the third quarter of 2015, a 13% increase compared with the third quarter 2014. Adjusted EBITDA was $108 million, flat compared with the same period in 2014.

In constant currency and excluding acquisitions, revenues increased 4% and adjusted EBITDA increased 3%, reflecting domestic RevPAR growth, which was partially offset by increased marketing expenditures and higher costs related to the implementation of new property management and central reservation systems.

Domestic RevPAR increased 5.2%. In constant currency, total system-wide RevPAR increased 3.3%.

As of September 30, 2015, the Company’s hotel system consisted of approximately 7,760 properties and 672,000 rooms, a 2.5% room increase compared with the third quarter of 2014. The development pipeline included 910 hotels and over 122,800 rooms, of which 61% were international and 68% were new construction.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $476 million in the third quarter of 2015, a 7% decline compared with the third quarter of 2014. In constant currency, and excluding acquisitions and the impact of the divestiture of Canvas Holidays in 2014, revenues increased 6%.

Exchange revenues were $157 million, down 3% compared with the third quarter of 2014. In constant currency, exchange revenues were up 1% compared with the prior year, as the average number of members increased 1.5% while exchange revenue per member was flat.

Vacation rental revenues were $296 million, an 11% decrease compared with the third quarter of 2014. In constant currency and excluding the impact of acquisitions and the divestiture, vacation rental revenues were up 8%, reflecting a 5.8% increase in transaction volume, and a 1.7% increase in average net price per vacation rental.

Adjusted EBITDA for the third quarter of 2015 was $137 million, a 14% decrease compared with the third quarter of 2014. On a currency neutral basis and excluding the impact of acquisitions and the divestiture, adjusted EBITDA increased 5% compared with the prior year period.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues were $750 million in the third quarter of 2015, a 7% increase over the third quarter of 2014. In constant currency, revenues increased 8%.

Gross VOI sales were $565 million in the third quarter of 2015, an increase of 10% compared with the third quarter of 2014. In constant currency, Gross VOI sales increased 12%. Volume per guest (VPG) for the quarter increased 10.6% in constant currency while tour flow increased 0.9%. VPG increases were driven primarily by a higher average transaction size.

Adjusted EBITDA for the third quarter of 2015 was $201 million, an increase of 7% compared with the third quarter of 2014. Results primarily reflect higher VPG. On a currency neutral basis adjusted EBITDA increased 9%.

OTHER ITEMS

The Company repurchased 2.1 million shares of common stock for $170 million during the third quarter of 2015. From October 1 through October 26, 2015, the Company repurchased an additional 0.9 million shares for $70 million. The Company’s remaining share repurchase authorization totals $461 million as of October 26, 2015.

Reported net interest expense in the third quarter of 2015 was $31 million, compared with $26 million in the third quarter of 2014.

Balance Sheet Information as of September 30, 2015:

Cash and cash equivalents of $259 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 $1.3 billion, compared with $1.2 billion at December 31, 2014

Securitized vacation ownership debt of $2.1 billion, compared with $2.2 billion at December 31, 2014

Long-term debt of $3.1 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 $1.4 billion as of September 30, 2015, compared with $1.3 billion at 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 provides the following guidance:

Revenues of approximately $5.450 - $5.550 billion

Adjusted EBITDA of approximately $1.285 - $1.315 billion. Guidance reflects a $46 million adverse earnings impact from foreign exchange compared with 2014 full year results

Adjusted EPS of approximately $5.06 to $5.09 based on a diluted share count of 119.4 million up from $4.88 to $5.03 based on a diluted share count of 120.2 million

“We were pleased with our performance across the Company in the third quarter, but we’re even more excited by what lies ahead. We have the broadest range of lodging accommodations in the world – including hotels, timeshare and rentals – spanning luxury to budget. We are uniquely positioned to satisfy the burgeoning travel demand around the globe. In 2016, we expect organic adjusted EBITDA growth consistent with our long-term target range of 6 – 8%,” said Mr. Holmes.

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company’s results, outlook and guidance on Tuesday, October 27, 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 October 27, 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 October 27, 2015, at 800-388-4923.

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 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 7,760 franchised hotels and approximately 672,000 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 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 900,000 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 revenues) 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 September 30, 2015 and 2014:

	Three Months Ended September 30,
	2015						2014
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	357		$	83		$	315		$	100
Vacation Exchange and Rentals		476			134			512			159
Vacation Ownership		750			200			704			188
Total Reportable Segments		1,583			417			1,531			447
Corporate and Other ^(a)		(19	)		(35	)		(17	)		(36	)
Total Company	$	1,564		$	382		$	1,514		$	411

Reconciliation of EBITDA to Net income

	Three Months Ended September 30,
	2015			2014
EBITDA	$	382		$	411
Depreciation and amortization		59			60
Interest expense		33			28
Interest income		(2	)		(2	)
Income before income taxes		292			325
Provision for income taxes		102			119
Net income	$	190		$	206

^(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 September 30, 2015 and 2014 (for a description of adjustments by segment, see Table 7):

	Three Months Ended September 30,
	2015						2014
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	357		$	108		$	315		$	107
Vacation Exchange and Rentals		476			137			512			159
Vacation Ownership		750			201			704			188
Total Reportable Segments		1,583			446			1,531			454
Corporate and Other		(19	)		(34	)		(17	)		(36	)
Total Company	$	1,564		$	412		$	1,514		$	418

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 nine months ended September 30, 2015 and 2014:

	Nine Months Ended September 30,
	2015						2014
	Net Revenues			EBITDA			Net Revenues			EBITDA
Lodging	$	983		$	255		$	835		$	250
Vacation Exchange and Rentals		1,228			323			1,293			333
Vacation Ownership		2,067			513			1,970			488
Total Reportable Segments		4,278			1,091			4,098			1,071
Corporate and Other ^(a)		(54	)		(100	)		(48	)		(104	)
Total Company	$	4,224		$	991		$	4,050		$	967

Reconciliation of EBITDA to Net income attributable to Wyndham shareholders

	Nine Months Ended September 30,
	2015			2014
EBITDA	$	991		$	967
Depreciation and amortization		173			175
Interest expense		89			84
Interest income		(7	)		(6	)
Income before income taxes		736			714
Provision for income taxes		265			265
Net income		471			449
Net income attributable to noncontrolling interest		-			(1	)
Net income attributable to Wyndham shareholders	$	471		$	448

^(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 nine months ended September 30, 2015 and 2014 (for a description of adjustments by segment, see Table 7):

	Nine Months Ended September 30,
	2015						2014
	Net Revenues			Adjusted EBITDA			Net Revenues			Adjusted EBITDA
Lodging	$	983		$	284		$	835		$	261
Vacation Exchange and Rentals		1,228			326			1,293			341
Vacation Ownership		2,067			514			1,970			488
Total Reportable Segments		4,278			1,124			4,098			1,090
Corporate and Other		(54	)		(101	)		(48	)		(103	)
Total Company	$	4,224		$	1,023		$	4,050		$	987

Table 2

Wyndham Worldwide Corporation

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net revenues
Service and membership fees	$	734		$	717		$	1,957		$	1,922
Vacation ownership interest sales		448			415			1,201			1,101
Franchise fees		192			189			517			482
Consumer financing		108			108			318			319
Other		82			85			231			226
Net revenues		1,564			1,514			4,224			4,050

Expenses
Operating		691			613			1,865			1,721
Cost of vacation ownership interests		43			49			123			129
Consumer financing interest		18			18			55			52
Marketing and reservation		218			227			624			614
General and administrative		200			188			562			564
Asset impairment		7			8			7			8
Restructuring		8			-			8			-
Depreciation and amortization		59			60			173			175
Total expenses		1,244			1,163			3,417			3,263

Operating income		320			351			807			787
Other income, net		(3	)		-			(11	)		(5	)
Interest expense		33			28			89			84
Interest income		(2	)		(2	)		(7	)		(6	)

Income before income taxes		292			325			736			714
Provision for income taxes		102			119			265			265
Net income		190			206			471			449
Net income attributable to noncontrolling interest		-			-			-			(1	)
Net income attributable to Wyndham shareholders	$	190		$	206		$	471		$	448

Earnings per share
Basic	$	1.62		$	1.65		$	3.96		$	3.55
Diluted		1.61			1.64			3.93			3.51

Weighted average shares outstanding
Basic		117			124			119			126
Diluted		118			126			120			128

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		671,900		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	$	43.34		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		3,835		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	$	163.38		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		462		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	$	642.00		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	$	565,000		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		227		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	$	2,354		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		7,760		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	$	78,000		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	$	103		N/A		N/A	$	68	$	88	$	100	$	83	$	339
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		96		108		112		N/A		N/A		76		101		117		91		385
Hotel Management Reimbursable Revenues ^(b)		61		71		73		N/A		N/A		37		39		39		39		154
Intersegment Trademark Fees		12		15		16		N/A		N/A		9		11		11		10		41
Owned Hotel Revenues		25		20		16		N/A		N/A		24		20		18		20		81
Ancillary Revenues ^(c)		24		24		37		N/A		N/A		23		24		30		24		101
Total Lodging		292		334		357		N/A		N/A		237		283		315		267		1,101

Vacation Exchange and Rentals
Exchange Revenues		185		161		157		N/A		N/A		187		168		162		150		667
Rental Revenues		166		200		296		N/A		N/A		176		217		331		144		868
Ancillary Revenues ^(d)		18		22		23		N/A		N/A		16		17		19		17		69
Total Vacation Exchange and Rentals		369		383		476		N/A		N/A		379		402		512		311		1,604

Vacation Ownership
Vacation Ownership Interest Sales		336		417		448		N/A		N/A		303		382		415		385		1,485
Consumer Financing		104		105		108		N/A		N/A		105		106		108		108		427
Property Management Fees and Reimbursable Revenues		153		149		159		N/A		N/A		143		145		150		142		581
WAAM Fee-for-Service Commissions		12		19		23		N/A		N/A		33		30		18		16		98
Ancillary Revenues ^(e)		12		9		12		N/A		N/A		9		10		13		17		47
Total Vacation Ownership		617		699		750		N/A		N/A		593		673		704		668		2,638
Total Reportable Segments	$	1,278	$	1,416	$	1,583		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 and managed properties and fees related to our co-branded credit card program.

^(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)

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

Securitized vacation ownership debt ^(a)
Term notes	$	1,843	$	1,841	$	2,090	$	1,962	$	1,670
Bank conduit facility ^(b)		267		253		98		203		271
Total securitized vacation ownership debt ^(c)		2,110		2,094		2,188		2,165		1,941
Less: Current portion of securitized vacation ownership debt		210		211		217		214		192
Long-term securitized vacation ownership debt	$	1,900	$	1,883	$	1,971	$	1,951	$	1,749


Debt:
Revolving credit facility (due July 2020) ^(d)	$	20	$	23	$	14	$	25	$	18
Commercial paper ^(e)		87		476		346		189		237
$315 million 6.00% senior unsecured notes (due December 2016)		316		317		317		317		317
$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		247
$650 million 4.25% senior unsecured notes (due March 2022)		648		648		650		648		646
$400 million 3.90% senior unsecured notes (due March 2023)		409		409		418		410		401
$350 million 5.10% senior unsecured notes (due October 2025)		338		-		-		-		-
Capital leases		158		161		161		170		175
Other		49		70		70		81		80
Total long-term debt		3,073		3,152		3,024		2,888		2,922
Less: Current portion of long-term debt		44		52		53		47		49
Long-term debt	$	3,029	$	3,100	$	2,971	$	2,841	$	2,873

^(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 non-recourse debt that is securitized through the SPEs is legally not a liability of the Company and thus, 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 2017 and borrowing capacity of $650 million. As of September 30, 2015, this facility had a remaining borrowing capacity of $383 million.
^(c)	This debt is collateralized by $2,582 million, $2,558 million, $2,609 million, $2,629 million, and $2,326 million of underlying vacation ownership contract receivables and related assets as of September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014.
^(d)	Represents a $1.5 billion revolving credit facility that expires in July 2020. As of September 30, 2015, the Company had $1 million of outstanding letters of credit. After considering outstanding commercial paper borrowings of $87 million, the remaining borrowing capacity was $1.4 billion as of September 30, 2015.
^(e)	Represents commercial paper programs of $1.25 billion with a remaining borrowing capacity of $1.2 billion as of September 30, 2015.

Table 6

(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS

	As of and For the Three Months Ended September 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		2,600		166,656		65.1	%	$	52.68	$	34.29

Days Inn		1,785		142,613		58.1	%	$	71.39	$	41.48

Ramada		838		117,044		59.0	%	$	76.94	$	45.42

Wyndham Hotels and Resorts		210		45,537		65.5	%	$	108.30	$	70.92

Howard Johnson		403		43,803		59.0	%	$	62.54	$	36.88

Baymont		396		31,480		60.0	%	$	72.04	$	43.20

Travelodge		414		30,692		59.8	%	$	74.56	$	44.56

Microtel Inns & Suites by Wyndham		333		23,960		64.2	%	$	72.00	$	46.20

Knights Inn		383		23,464		49.2	%	$	52.00	$	25.58

TRYP by Wyndham		122		17,641		70.3	%	$	84.05	$	59.05

Wingate by Wyndham		148		13,450		70.4	%	$	91.42	$	64.39

Hawthorn Suites by Wyndham		101		10,053		70.1	%	$	81.67	$	57.28

Dolce		24		5,530		58.8	%	$	160.45	$	94.40

Total Lodging		7,757		671,923		61.4	%	$	70.63	$	43.34

Vacation Ownership
Wyndham Vacation Ownership resorts		211		24,095		N/A			N/A		N/A

Total Wyndham Worldwide		7,968		696,018

	As of and For the Three Months Ended September 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		2,476		158,347		63.3	%	$	55.36	$	35.05

Days Inn		1,791		144,405		57.7	%	$	70.77	$	40.83

Ramada		829		114,918		58.5	%	$	82.00	$	47.95

Howard Johnson		432		46,303		54.4	%	$	65.79	$	35.77

Wyndham Hotels and Resorts		182		41,510		67.0	%	$	113.52	$	76.06

Travelodge		424		31,117		60.5	%	$	75.65	$	45.74

Baymont		359		29,293		59.0	%	$	69.16	$	40.78

Knights Inn		394		24,326		50.2	%	$	49.53	$	24.84

Microtel Inns & Suites by Wyndham		320		22,862		65.6	%	$	71.02	$	46.59

TRYP by Wyndham		119		16,910		69.4	%	$	93.45	$	64.85

Wingate by Wyndham		157		14,377		68.2	%	$	89.34	$	60.89

Hawthorn Suites by Wyndham		97		9,685		69.5	%	$	77.13	$	53.62

Dream		5		989		63.9	%	$	221.73	$	141.74

Night		2		280		76.6	%	$	164.40	$	125.90

Total Lodging		7,587		655,322		60.4	%	$	72.34	$	43.71

Vacation Ownership
Wyndham Vacation Ownership resorts		202		23,498		N/A			N/A		N/A

Total Wyndham Worldwide		7,789		678,820

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 Nine Months Ended September 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		2,600		166,656		59.2	%	$	51.01	$	30.17

Days Inn		1,785		142,613		52.5	%	$	68.20	$	35.83

Ramada		838		117,044		55.5	%	$	75.78	$	42.08

Wyndham Hotels and Resorts		210		45,537		61.8	%	$	111.39	$	68.87

Howard Johnson		403		43,803		51.1	%	$	62.91	$	32.15

Baymont		396		31,480		54.5	%	$	69.23	$	37.72

Travelodge		414		30,692		52.9	%	$	69.14	$	36.55

Microtel Inns & Suites by Wyndham		333		23,960		59.8	%	$	69.81	$	41.73

Knights Inn		383		23,464		46.9	%	$	48.56	$	22.79

TRYP by Wyndham		122		17,641		62.4	%	$	80.87	$	50.42

Wingate by Wyndham		148		13,450		65.4	%	$	89.70	$	58.66

Hawthorn Suites by Wyndham		101		10,053		68.5	%	$	81.16	$	55.62

Dolce		24		5,530		57.5	%	$	149.84	$	86.20

Total Lodging		7,757		671,923		56.1	%	$	68.97	$	38.72

Vacation Ownership
Wyndham Vacation Ownership resorts		211		24,095		N/A			N/A		N/A

Total Wyndham Worldwide		7,968		696,018

	As of and For the Nine Months Ended September 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		2,476		158,347		58.4	%	$	51.75	$	30.21

Days Inn		1,791		144,405		52.7	%	$	66.20	$	34.91

Ramada		829		114,918		55.3	%	$	80.22	$	44.36

Howard Johnson		432		46,303		49.5	%	$	63.66	$	31.49

Wyndham Hotels and Resorts		182		41,510		63.2	%	$	114.72	$	72.47

Travelodge		424		31,117		53.1	%	$	68.87	$	36.56

Baymont		359		29,293		54.4	%	$	66.09	$	35.95

Knights Inn		394		24,326		45.9	%	$	47.01	$	21.56

Microtel Inns & Suites by Wyndham		320		22,862		61.1	%	$	67.25	$	41.08

TRYP by Wyndham		119		16,910		62.7	%	$	92.33	$	57.89

Wingate by Wyndham		157		14,377		65.3	%	$	87.14	$	56.93

Hawthorn Suites by Wyndham		97		9,685		66.4	%	$	76.90	$	51.03

Dream		5		989		70.2	%	$	219.10	$	153.79

Night		2		280		69.4	%	$	147.35	$	102.20

Total Lodging		7,587		655,322		55.8	%	$	69.45	$	38.77

Vacation Ownership
Wyndham Vacation Ownership resorts		202		23,498		N/A			N/A		N/A

Total Wyndham Worldwide		7,789		678,820

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)

	Net Revenues			Reported EBITDA			Legacy Adjustments^(b)			Acquisition Costs ^(c)		Restructuring Costs ^(d)			Asset Impairment ^(e)		Contract Termination ^(f)		Adjusted EBITDA
Three months ended March 31, 2015
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

Three months ended September 30, 2015
Lodging	$	357		$	83		$	-		$	-	$	4		$	7	$	14	$	108
Vacation Exchange and Rentals		476			134			-			-		3			-		-		137
Vacation Ownership		750			200			-			-		1			-		-		201
Total Reportable Segments		1,583			417			-			-		8			7		14		446
Corporate and Other ^(a)		(19	)		(35	)		1			-		-			-		-		(34	)
Total Company	$	1,564		$	382		$	1		$	-	$	8		$	7	$	14	$	412

^(a)	Includes the elimination of transactions between segments.
^(b)	Relates to the net (benefit)/expense 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 costs incurred as a result of various organizational realignment inititatives and the reversal of a portion of the restructuring reserve established during the fourth quarter of 2014.
^(e)	Relates to a non-cash impairment charge related to the write-down of terminated in-process technology projects resulting from the Company's decision to outsource its reservation system to a third-party provider.
^(f)	Relates to the cost of the anticipated termination of a management contract.

Table 7

(2 of 2)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION

(In millions)

	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
Three months ended March 31, 2014
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 September 30, 2015

	As Reported			Legacy Adjustments^(a)			Restructuring Costs^(b)			Asset Impairment ^(d)			Contract Termination ^(e)			As Adjusted non-GAAP
Net revenues
Service and membership fees	$	734		$			$			$			$			$	734
Vacation ownership interest sales		448															448
Franchise fees		192															192
Consumer financing		108															108
Other		82															82
Net revenues		1,564			-			-			-			-			1,564

Expenses
Operating		691												(14	)		677
Cost of vacation ownership interests		43															43
Consumer financing interest		18															18
Marketing and reservation		218															218
General and administrative		200			(1	)											199
Asset impairment		7									(7	)					-
Restructuring		8						(8	)								-
Depreciation and amortization		59															59
Total expenses		1,244			(1	)		(8	)		(7	)		(14	)		1,214

Operating income		320			1			8			7			14			350
Other income, net		(3	)														(3	)
Interest expense		33															33
Interest income		(2	)														(2	)

Income before income taxes		292			1			8			7			14			322
Provision for income taxes		102			-			2	^(c)		2	^(c)		6	^(c)		112

Net income	$	190		$	1		$	6		$	5		$	8		$	210

Earnings per share
Basic	$	1.62		$	0.01		$	0.05		$	0.04		$	0.07		$	1.79
Diluted		1.61			0.01			0.05			0.04			0.07			1.78

Weighted average shares outstanding
Basic		117			117			117			117			117			117
Diluted		118			118			118			118			118			118

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 expense from the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.
^(b)	Relates to costs incurred as a result of various organizational realignment initiatives across the Company.
^(c)	Relates to the tax effect of the adjustment.
^(d)	Relates to a non-cash impairment charge at the Company's lodging business related to the write-down of terminated in-process technology projects resulting from the decision to outsource the reservation system to a third-party provider.
^(e)	Relates to the cost of the anticipated termination of a management contract within the Company's lodging business.

Table 8

(2 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Nine Months Ended September 30, 2015

	As Reported			Acquisition Costs^(a)			Restructuring Costs ^(c)			Asset Impairment ^(e)			Contract Termination ^(f)			As Adjusted non-GAAP
Net revenues
Service and membership fees	$	1,957		$			$			$			$			$	1,957
Vacation ownership interest sales		1,201															1,201
Franchise fees		517															517
Consumer financing		318															318
Other		231															231
Net revenues		4,224			-			-			-			-			4,224

Expenses
Operating		1,865			(3	)								(14	)		1,848
Cost of vacation ownership interests		123															123
Consumer financing interest		55															55
Marketing and reservation		624															624
General and administrative		562															562
Asset impairment		7									(7	)					-
Restructuring		8						(8	)								-
Depreciation and amortization		173															173
Total expenses		3,417			(3	)		(8	)		(7	)		(14	)		3,385

Operating income		807			3			8			7			14			839
Other income, net		(11	)														(11	)
Interest expense		89															89
Interest income		(7	)														(7	)

Income before income taxes		736			3			8			7			14			768
Provision for income taxes		265			(1	)^(b)		2	^(d)		2	^(d)		6	^(d)		274

Net income	$	471		$	4		$	6		$	5		$	8		$	494

Earnings per share
Basic	$	3.96		$	0.04		$	0.05		$	0.04		$	0.07		$	4.15
Diluted		3.93			0.04			0.05			0.04			0.07			4.12

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

Note: EPS amounts may not add due to rounding.

^(a)	Relates primarily to costs incurred in connection with the acquisition of Dolce Hotels and Resorts (January 2015) at the Company's lodging business.
^(b)	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.
^(c)	Relates to costs incurred as a result of various organizational realignment initiatives across the Company and 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.
^(d)	Relates to the tax effect of the adjustment.
^(e)	Relates to a non-cash impairment charge at the Company's lodging business related to the write-down of terminated in-process technology projects resulting from the decision to outsource the reservation system to a third-party provider.
^(f)	Relates to the cost of the anticipated termination of a management contract within the Company's lodging business.

Table 8

(3 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Three Months Ended September 30, 2014

	As Reported			Restructuring Reversal^(a)			Asset Impairment ^(b)			As Adjusted non-GAAP
Net revenues
Service fees and membership	$	717		$			$			$	717
Vacation ownership interest sales		415									415
Franchise fees		189									189
Consumer financing		108									108
Other		85									85
Net revenues		1,514			-			-			1,514

Expenses
Operating		613									613
Cost of vacation ownership interests		49									49
Consumer financing interest		18									18
Marketing and reservation		227									227
General and administrative		188			1						189
Asset impairment		8						(8	)		-
Depreciation and amortization		60									60
Total expenses		1,163			1			(8	)		1,156

Operating income		351			(1	)		8			358
Interest expense		28									28
Interest income		(2	)								(2	)

Income before income taxes		325			(1	)		8			332
Provision for income taxes		119			-			3	^(c)		122

Net income	$	206		$	(1	)	$	5		$	210

Earnings per share
Basic	$	1.65		$	(0.01	)	$	0.04		$	1.69
Diluted		1.64			(0.01	)		0.04			1.67

Weighted average shares outstanding
Basic		124			124			124			124
Diluted		126			126			126			126

Note: EPS amounts may not add due to rounding.

^(a)	Relates to the reversal of a portion of a restructuring reserve established during the fourth quarter of 2013 at the Company's lodging business.
^(b)	Relates to a write-down of an investment in a joint venture at the Company's lodging 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)

	Nine Months Ended September 30, 2014

	As Reported			Executive Departure Costs^(a)			Venezuela Currency Devaluation ^(c)			Legacy Adjustments ^(d)			VAT Adjustment ^(f)			Restructuring Reversal ^(g)			Asset Impairment ^(h)			As Adjusted non-GAAP
Net revenues
Service fees and membership	$	1,922		$			$			$			$			$			$			$	1,922
Vacation ownership interest sales		1,101																					1,101
Franchise fees		482																					482
Consumer financing		319																					319
Other		226																					226
Net revenues		4,050			-			-			-			-			-			-			4,050

Expenses
Operating		1,721						(10	)														1,711
Cost of vacation ownership interests		129																					129
Consumer financing interest		52																					52
Marketing and reservation		614																					614
General and administrative		564			(4	)					(1	)		2			1						562
Asset impairment		8																		(8	)		-
Depreciation and amortization		175																					175
Total expenses		3,263			(4	)		(10	)		(1	)		2			1			(8	)		3,243

Operating income		787			4			10			1			(2	)		(1	)		8			807
Other income, net		(5	)																				(5	)
Interest expense		84												2									86
Interest income		(6	)																				(6	)

Income before income taxes		714			4			10			1			(4	)		(1	)		8			732
Provision for income taxes		265			1	^(b)		1	^(b)		1	^(e)		(2	)^(b)		-			3	^(b)		269

Net income		449			3			9			-			(2	)		(1	)		5			463
Net income attributable to noncontrolling interest		(1	)		-			-			-			-			-			-			(1	)

Net income attributable to Wyndham shareholders	$	448		$	3		$	9		$	-		$	(2	)	$	(1	)	$	5		$	462

Earnings per share
Basic	$	3.55		$	0.02		$	0.07		$	-		$	(0.02	)	$	(0.01	)	$	0.04		$	3.65
Diluted		3.51			0.02			0.07			-			(0.02	)		(0.01	)		0.04			3.62

Weighted average shares outstanding
Basic		126			126			126			126			126			126			126			126
Diluted		128			128			128			128			128			128			128			128

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 rentals business.
^(d)	Relates to the net expense from the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.
^(e)	Relates to the reversal of a state tax accrual.
^(f)	Relates to the reversal of a reserve for value-added taxes at the Company's vacation exchange and rentals business.
^(g)	Relates to the reversal of a portion of a restructuring reserve established during the fourth quarter of 2013 at the Company's lodging business.
^(h)	Relates to a write-down of an investment in a joint venture at the Company's lodging 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:

	Nine Months Ended September 30,
	2015			2014

Net cash provided by operating activities	$	817		$	899
Less: Property and equipment additions		(157	)		(149	)
Free cash flow	$	660		$	750

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		$	565			N/A			N/A
Less: Sales under WAAM Fee-for-Service		(21	)		(26	)		(37	)		N/A			N/A
Gross VOI sales, net of WAAM Fee-for-Service sales		369			477			528			N/A			N/A
Less: Loan loss provision		(46	)		(60	)		(78	)		N/A			N/A
Plus: Impact of percentage-of-completion accounting		13			-			(2	)		N/A			N/A
Vacation ownership interest sales ^(*)	$	336		$	417		$	448			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	$	32		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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