February 9, 2016 - PRESS RELEASE - 8-K: Current report filing

Exhibit 99.1

Wyndham Worldwide Reports Fourth Quarter and Full Year 2015 Results

Full Year Adjusted Diluted EPS increased 13% over 2014

Increases Dividend 19%

One Billion Dollar Increase in Share Repurchase Authorization

PARSIPPANY, N.J. (February 9, 2016) – Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months and year ended December 31, 2015.

HIGHLIGHTS:

Fourth quarter adjusted diluted earnings per share (EPS) was $0.98, an increase of 9% from adjusted diluted EPS of $0.90 in the fourth quarter of 2014. Reported diluted EPS was $1.21, compared with $0.65 in the fourth quarter of 2014.

Full year adjusted diluted earnings per share (EPS) was $5.11, an increase of 13% from adjusted diluted EPS of $4.53 in 2014. Reported diluted EPS was $5.14, compared with $4.18 in 2014.

Fourth quarter 2015 revenues increased 6% and adjusted EBITDA increased 8% compared with the fourth quarter of 2014.

The Company's Board of Directors authorized an increase in the quarterly cash dividend to $0.50 from $0.42 per share, beginning with the dividend that is expected to be declared in the first quarter of 2016.

The Company repurchased 2.2 million shares of its common stock for $165 million during the quarter.

The Company’s Board of Directors approved a $1 billion increase in the share repurchase authorization.

"With our strong fourth quarter financial results and sharp operational execution across our global portfolio of hospitality brands, we have delivered our sixth consecutive year of double-digit growth in full year adjusted diluted EPS," said Stephen P. Holmes, chairman and CEO. "As we enter 2016, we are confident in the strength and resilience of our business and remain focused on innovating and executing every day to deliver superior value for our shareholders and all our stakeholders. Reflecting our strong performance in 2015 and as an indication of our confidence in our prospects, the Board of Directors approved a 19% increase in our quarterly dividend and $1 billion increase in our share repurchase authorization.”

FOURTH QUARTER 2015 OPERATING RESULTS

Fourth quarter revenues were $1.3 billion, an increase of 6% from the prior year period.

Fourth quarter adjusted EBITDA was $273 million, compared with $252 million in the prior year period, an increase of 8%. Year-over-year adjusted EBITDA comparisons were adversely affected by foreign currency effects of $8 million in 2015. On a currency-neutral basis and excluding acquisitions and a divestiture, adjusted EBITDA also increased 8%.

Adjusted net income was $113 million, or $0.98 per diluted share, compared with $112 million, or $0.90 per diluted share for the same period in 2014. Net income and earnings per share benefited from strong operating results, but were reduced by foreign currency effects and higher interest expense. EPS also benefited from the Company’s share repurchase program.

Reported net income for the fourth quarter of 2015 was $140 million, or $1.21 per diluted share, compared with $81 million, or $0.65 per diluted share, for the fourth quarter of 2014. Reported net income in both periods reflects several items excluded from adjusted net income. The net result of these items favorably impacted fourth quarter 2015 net income by $27 million and unfavorably impacted fourth quarter 2014 net income by $31 million. Full reconciliations of adjusted net income to GAAP results appear in Table 8 of this press release. Year-over-year fourth quarter reported net income comparisons also were negatively impacted by foreign currency effects.

FULL YEAR 2015 OPERATING RESULTS

Revenues for full year 2015 were $5.5 billion, an increase of 5% over the prior year period.

Adjusted EBITDA for full year 2015 was $1,297 million, compared with $1,238 million in the prior year period. Year-over-year adjusted EBITDA comparisons were adversely affected by foreign currency effects of $46 million in 2015. On a currency-neutral basis and excluding acquisitions and a divestiture, adjusted EBITDA increased 8%.

Adjusted net income for the full year 2015 was $608 million, or $5.11 per diluted share, compared with $573 million, or $4.53 per diluted share, for the prior year. The increases reflect stronger operating results across all of the Company’s businesses, partially offset by foreign currency effects. EPS also benefited from the Company’s share repurchase program.

Reported net income for full year 2015 was $612 million, or $5.14 per diluted share, compared with reported net income of $529 million, or $4.18 per diluted share, for the prior year period. Reported net income reflects several items excluded from adjusted net income. The net result of these items favorably impacted full year 2015 net income by $4 million and unfavorably impacted full year 2014 net income by $44 million. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

FULL YEAR 2015 CASH FLOW

Free cash flow was $769 million for the year ended December 31, 2015, compared with $749 million for the same period in 2014. The increase reflects strong operating results and lower capital expenditures. In addition, 2015 free cash flow was unfavorably impacted by changes in foreign currency exchange rates. For the year ended December 31, 2015, net cash provided by operating activities was $991 million, compared with $984 million in the prior year period. The Company defines free cash flow as net cash provided by operating activities less capital expenditures.

FOURTH QUARTER 2015 BUSINESS UNIT RESULTS

Hotel Group

Revenues were $314 million in the fourth quarter of 2015, an 18% increase compared with the fourth quarter 2014. Adjusted EBITDA was $93 million, an 18% increase compared with the same period in 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, revenues increased 6% and adjusted EBITDA increased 10%. Results reflect higher royalty and management fees and growth in our Wyndham Rewards credit card program.

Fourth quarter domestic RevPAR increased 2.9%. In constant currency, total system-wide RevPAR was flat compared with the fourth quarter of 2014, which reflects higher unit growth in lower RevPAR countries such as China.

As of December 31, 2015, the Company’s hotel system consisted of over 7,800 properties and 678,000 rooms, a 2.6% net room increase compared with the fourth quarter of 2014. The development pipeline included 890 hotels and over 119,000 rooms, of which 60% were international and 70% were new construction.

Destination Network (formerly Vacation Exchange and Rentals)

Revenues were $310 million in the fourth quarter of 2015, flat compared with the fourth quarter of 2014. In constant currency, and excluding acquisitions and a divestiture in 2014, revenues increased 5%.

Exchange revenues were $146 million, down 3% compared with the fourth quarter of 2014. In constant currency, exchange revenues were up 1% compared with the prior year, as the average number of members increased 0.7% while exchange revenue per member was flat.

Vacation rental revenues were $144 million, flat compared with the fourth quarter of 2014. In constant currency and excluding the impact of acquisitions and the divestiture, vacation rental revenues were up 8%, reflecting an 8.1% increase in transaction volume and flat average net price per vacation rental.

Adjusted EBITDA for the fourth quarter of 2015 was $43 million, a 10% increase compared with the fourth quarter of 2014. On a currency-neutral basis and excluding the impact of acquisitions and the divestiture, adjusted EBITDA increased 9% compared with the prior year period.

Vacation Ownership

Revenues were $706 million in the fourth quarter of 2015, a 6% increase over the fourth quarter of 2014. In constant currency, revenues increased 7%.

Gross VOI sales were $507 million in the fourth quarter of 2015, an increase of 8% compared with the fourth quarter of 2014. In constant currency, Gross VOI sales increased 9%. Volume per guest (VPG) for the quarter increased 3.4% in constant currency and tour flow increased 4.7%.

Adjusted EBITDA for the fourth quarter of 2015 was $174 million, an increase of 1% compared with the fourth quarter of 2014. On a currency-neutral basis and excluding the impact of the increase in the inter-segment licensing fee rate, adjusted EBITDA increased 5%, reflecting higher sales volume.

OTHER ITEMS

The Company repurchased 2.2 million shares of common stock for $165 million during the fourth quarter of 2015. For the full-year 2015, the Company repurchased 7.9 million shares of common stock for $650 million. From January 1 through February 8, 2016, the Company repurchased an additional 1.6 million shares for $107 million.

The Company’s Board of Directors approved a $1 billion increase in the share repurchase authorization. Including the increase, the Company’s remaining share repurchase authorization totals $1.3 billion as of February 8, 2016.

Reported net interest expense in the fourth quarter of 2015 was $35 million, compared with $25 million in the fourth quarter of 2014, reflecting the $350 million 5.10% bond issued in September and the absence of a fixed-to-floating interest rate swap.

Balance Sheet Information as of December, 2015:

Cash and cash equivalents of $171 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 December 31, 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 2016, the Company provides the following guidance:

Revenues of approximately $5.800 - $5.950 billion.

Adjusted EBITDA of approximately $1.375 - $1.400 billion.

Adjusted EPS of approximately $5.46 - $5.60 based on a diluted share count of 116 million.

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

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company’s results, outlook and guidance on Tuesday, February 9, 2016 at 8:30 a.m. ET. Listeners can access the webcast live through the company’s website at http://www.wyndhamworldwide.com/investors/. The conference call may also be accessed by dialing 877-876-9177 and providing the pass code "WYNQ415." Listeners are urged to call at least 10 minutes prior to the scheduled start time. An archive of this webcast will be available on the website for approximately 90 days beginning at 12:00pm ET on February 9, 2016. A telephone replay will be available for approximately 10 days beginning at 12:00pm ET on February 9, 2016 at 800-723-0607.

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 over 7,800 franchised hotels and 678,000 hotel rooms worldwide. Wyndham Destination Network is the world’s largest provider of professionally managed, unique vacation accommodations with more than 112,000 vacation properties in over 100 countries, sending more than 13 million people annually to their desired destinations through its trusted, diverse network of 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 897,000 owners throughout the United States, Canada, Mexico, the Caribbean, and the South Pacific. Based in Parsippany, NJ, Wyndham Worldwide employs approximately 38,000 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, dividends, share repurchases 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 December 31, 2015 and 2014:

	Three Months Ended December 31,
	2015						2014
	Net Revenues			EBITDA			Net Revenues			EBITDA
Hotel Group	$	314		$	94		$	267		$	77
Destination Network		310			44			311			2
Vacation Ownership		706			174			668			172
Total Reportable Segments		1,330			312			1,246			251
Corporate and Other ^(a)		(19	)		(37	)		(15	)		(36	)
Total Company	$	1,311		$	275		$	1,231		$	215

Reconciliation of EBITDA to Net income

	Three Months Ended December 31,
	2015			2014
EBITDA	$	275		$	215
Depreciation and amortization		61			58
Interest expense		37			29
Interest income		(2	)		(4	)
Income before income taxes		179			132
Provision for income taxes		39			51
Net income	$	140		$	81

^(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 December 31, 2015 and 2014 (for a description of adjustments by segment, see Table 7):

	Three Months Ended December 31,
	2015						2014
				Adjusted						Adjusted
	Net Revenues			EBITDA			Net Revenues			EBITDA
Hotel Group	$	314		$	93		$	267		$	79
Destination Network		310			43			311			39
Vacation Ownership		706			174			668			172
Total Reportable Segments		1,330			310			1,246			290
Corporate and Other		(19	)		(37	)		(15	)		(38	)
Total Company	$	1,311		$	273		$	1,231		$	252

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 for the twelve months ended December 31, 2015 and 2014:

	Twelve Months Ended December 31,
	2015						2014
	Net Revenues			EBITDA			Net Revenues			EBITDA
Hotel Group	$	1,297		$	349		$	1,101		$	327
Destination Network		1,538			367			1,604			335
Vacation Ownership		2,772			687			2,638			660
Total Reportable Segments		5,607			1,403			5,343			1,322
Corporate and Other ^(a)		(71	)		(137	)		(62	)		(141	)
Total Company	$	5,536		$	1,266		$	5,281		$	1,181

Reconciliation of EBITDA to Net income

	Twelve Months Ended December 31,
	2015			2014
EBITDA	$	1,266		$	1,181
Depreciation and amortization		234			233
Interest expense		125			113
Interest income		(9	)		(10	)
Income before income taxes		916			845
Provision for income taxes		304			316
Net income	$	612		$	529

^(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 twelve months ended December 31, 2015 and 2014 (for a description of adjustments by segment, see Table 7):

	Twelve Months Ended December 31,
	2015						2014
				Adjusted						Adjusted
	Net Revenues			EBITDA			Net Revenues			EBITDA
Hotel Group	$	1,297		$	376		$	1,101		$	340
Destination Network		1,538			370			1,604			380
Vacation Ownership		2,772			688			2,638			660
Total Reportable Segments		5,607			1,434			5,343			1,380
Corporate and Other		(71	)		(137	)		(62	)		(142	)
Total Company	$	5,536		$	1,297		$	5,281		$	1,238

Table 2

Wyndham Worldwide Corporation

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
Net revenues
Service and membership fees	$	562		$	508		$	2,519		$	2,431
Vacation ownership interest sales		403			385			1,604			1,485
Franchise fees		157			151			674			632
Consumer financing		109			108			427			427
Other		80			79			312			306
Net revenues		1,311			1,231			5,536			5,281

Expenses
Operating		594			542			2,461			2,262
Cost of vacation ownership interests		43			42			165			171
Consumer financing interest		19			18			74			71
Marketing and reservation		189			188			813			802
General and administrative		199			189			761			755
Loss on sale and asset impairments		-			27			7			35
Restructuring		(2	)		12			6			11
Depreciation and amortization		61			58			234			233
Total expenses		1,103			1,076			4,521			4,340

Operating income		208			155			1,015			941
Other (income)/expense, net		(6	)		(2	)		(17	)		(7	)
Interest expense		37			29			125			113
Interest income		(2	)		(4	)		(9	)		(10	)

Income before income taxes		179			132			916			845
Provision for income taxes		39			51			304			316
Net income	$	140		$	81		$	612		$	529

Earnings per share
Basic	$	1.22		$	0.66		$	5.18		$	4.22
Diluted		1.21			0.65			5.14			4.18

Weighted average shares outstanding
Basic		115			122			118			125
Diluted		116			124			119			127

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
Hotel Group ^(a)
Number of Rooms	2015		667,400		668,500		671,900		678,000		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	$	32.98	$	37.26
	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

Destination Network
Average Number of Members (in 000s)	2015		3,822		3,831		3,835		3,836		3,831
	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	$	152.00	$	169.29
	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		319		1,630
	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	$	452.19	$	494.92
	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	$	507,000	$	1,965,000
	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		200		801
	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	$	2,390	$	2,326
	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 destination network 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
Hotel Group
Number of Properties	2015		7,670		7,700		7,760		7,810		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	$	64,000	$	248,000
	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

Hotel Group

Number of Rooms: Represents the number of rooms at hotel group 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.

Destination Network

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 in connection with customers booking their vacation rental stays through one of our vacation brands. One rental transaction is recorded for each standard one-week rental.

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

Vacation Ownership

Gross Vacation Ownership Interest Sales: Represents sales of vacation ownership interest (VOIs), including 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
Hotel Group
Royalties and Franchise Fees	$	74	$	96	$	103	$	87	$	361	$	68	$	88	$	100	$	83	$	339
Marketing, Reservation and Wyndham Rewards Revenues ^(a)		96		108		112		92		407		76		101		117		91		385
Hotel Management Reimbursable Revenues ^(b)		61		71		73		68		273		37		39		39		39		154
Intersegment Trademark Fees		12		15		16		15		57		9		11		11		10		41
Owned Hotel Revenues		25		20		16		19		79		24		20		18		20		81
Ancillary Revenues ^(c)		24		24		37		33		120		23		24		30		24		101
Total Hotel Group		292		334		357		314		1,297		237		283		315		267		1,101

Destination Network
Exchange Revenues		185		161		157		146		649		187		168		162		150		667
Rental Revenues		166		200		296		144		807		176		217		331		144		868
Ancillary Revenues ^(d)		18		22		23		20		82		16		17		19		17		69
Total Destination Network		369		383		476		310		1,538		379		402		512		311		1,604

Vacation Ownership
Vacation Ownership Interest Sales		336		417		448		403		1,604		303		382		415		385		1,485
Consumer Financing		104		105		108		109		427		105		106		108		108		427
Property Management Fees and Reimbursable Revenues		153		149		159		155		615		143		145		150		142		581
WAAM Fee-for-Service Commissions		12		19		23		28		83		33		30		18		16		98
Ancillary Revenues ^(e)		12		9		12		11		43		9		10		13		17		47
Total Vacation Ownership		617		699		750		706		2,772		593		673		704		668		2,638
Total Reportable Segments	$	1,278	$	1,416	$	1,583	$	1,330	$	5,607	$	1,209	$	1,358	$	1,531	$	1,246	$	5,343

	2013										2012
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Hotel Group
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 Hotel Group		222		262		297		245		1,027		185		233		249		223		890

Destination Network
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 Destination Network		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)

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

Securitized vacation ownership debt ^(a)
Term notes	$	1,891	$	1,843	$	1,841	$	2,090	$	1,962
Bank conduit facility ^(b)		239		267		253		98		203
Total securitized vacation ownership debt ^(c)		2,130		2,110		2,094		2,188		2,165
Less: Current portion of securitized vacation ownership debt		209		210		211		217		214
Long-term securitized vacation ownership debt	$	1,921	$	1,900	$	1,883	$	1,971	$	1,951


Debt:
Revolving credit facility (due July 2020) ^(d)	$	7	$	20	$	23	$	14	$	25
Commercial paper ^(e)		109		87		476		346		189
$315 million 6.00% senior unsecured notes (due December 2016)		316		316		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)		449		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		648		650		648
$400 million 3.90% senior unsecured notes (due March 2023)		408		409		409		418		410
$350 million 5.10% senior unsecured notes (due October 2025)		338		338		-		-		-
Capital leases		153		158		161		161		170
Other		50		49		70		70		81
Total long-term debt		3,078		3,073		3,152		3,024		2,888
Less: Current portion of long-term debt		44		44		52		53		47
Long-term debt	$	3,034	$	3,029	$	3,100	$	2,971	$	2,841

^(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 December 31, 2015, this facility had a remaining borrowing capacity of $411 million.

^(c)

This debt is collateralized by $2,576 million, $2,582 million, $2,558 million, $2,609 million, and $2,629 million of underlying vacation ownership contract receivables and related assets as of December 31, 2015, September 30, 2015, June 30, 2015, March 31, 2015, and December 31, 2014.

^(d)

Represents a $1.5 billion revolving credit facility that expires in July 2020. As of December 31, 2015, the Company had $1 million of outstanding letters of credit. After considering outstanding commercial paper borrowings of $109 million, the remaining borrowing capacity was $1.4 billion as of December 31, 2015.

^(e)

Represents commercial paper programs of $1.25 billion with a remaining borrowing capacity of $1.1 billion as of December 31, 2015.

Table 6

(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS

	As of and For the Three Months Ended December 31, 2015
										Average Revenue
	Number of				Average			Average Daily		Per Available
Brand	Properties		Number of Rooms		Occupancy Rate			Rate (ADR)		Room (RevPAR)

Hotel Group
Super 8		2,631		168,438		50.9	%	$	48.82	$	24.86

Days Inn		1,788		142,870		46.0	%	$	64.04	$	29.43

Ramada		839		118,132		50.2	%	$	72.84	$	36.54

Wyndham Hotels and Resorts		225		48,753		56.6	%	$	108.79	$	61.57

Howard Johnson		393		42,888		46.7	%	$	60.92	$	28.44

Baymont		410		32,667		46.8	%	$	66.11	$	30.92

Travelodge		411		30,188		44.6	%	$	62.65	$	27.93

Microtel Inns & Suites by Wyndham		332		23,941		52.5	%	$	67.29	$	35.30

Knights Inn		386		23,560		41.7	%	$	47.21	$	19.71

TRYP by Wyndham		121		17,355		61.0	%	$	78.94	$	48.12

Wingate by Wyndham		151		13,780		57.0	%	$	87.38	$	49.77

Hawthorn Suites by Wyndham		102		10,174		60.8	%	$	80.45	$	48.89

Dolce		23		5,296		49.5	%	$	150.61	$	74.59

Total Hotel Group		7,812		678,042		49.6	%	$	66.46	$	32.98

Vacation Ownership
Wyndham Vacation Ownership resorts		213		24,329		N/A			N/A		N/A

Total Wyndham Worldwide		8,025		702,371

	As of and For the Three Months Ended December 31, 2014
										Average Revenue
	Number of				Average			Average Daily		Per Available
Brand	Properties		Number of Rooms		Occupancy Rate			Rate (ADR)		Room (RevPAR)

Hotel Group
Super 8		2,510		160,847		53.8	%	$	48.07	$	25.85

Days Inn		1,794		145,078		45.7	%	$	63.86	$	29.18

Ramada		837		115,923		51.1	%	$	78.04	$	39.86

Howard Johnson		429		45,919		46.7	%	$	62.82	$	29.34

Wyndham Hotels and Resorts		195		43,865		58.0	%	$	116.50	$	67.53

Travelodge		421		30,989		45.0	%	$	63.71	$	28.68

Baymont		369		29,727		47.1	%	$	64.64	$	30.42

Knights Inn		398		24,832		42.1	%	$	45.61	$	19.19

Microtel Inns & Suites by Wyndham		323		23,138		56.1	%	$	67.28	$	37.74

TRYP by Wyndham		119		16,965		59.5	%	$	84.73	$	50.44

Wingate by Wyndham		153		13,923		58.2	%	$	84.83	$	49.35

Hawthorn Suites by Wyndham		97		9,620		63.1	%	$	75.65	$	47.72

Total Hotel Group		7,645		660,826		50.6	%	$	67.27	$	34.06

Vacation Ownership
Wyndham Vacation Ownership resorts		203		23,644		N/A			N/A		N/A

Total Wyndham Worldwide		7,848		684,470

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 Year Ended December 31, 2015
										Average Revenue
	Number of				Average			Average Daily		Per Available
Brand	Properties		Number of Rooms		Occupancy Rate			Rate (ADR)		Room (RevPAR)

Hotel Group
Super 8		2,631		168,438		57.0	%	$	50.51	$	28.81

Days Inn		1,788		142,870		50.9	%	$	67.26	$	34.22

Ramada		839		118,132		54.2	%	$	75.08	$	40.67

Wyndham Hotels and Resorts		225		48,753		60.5	%	$	110.76	$	66.96

Howard Johnson		393		42,888		50.0	%	$	62.45	$	31.24

Baymont		410		32,667		52.5	%	$	68.50	$	35.95

Travelodge		411		30,188		50.8	%	$	67.71	$	34.39

Microtel Inns & Suites by Wyndham		332		23,941		57.9	%	$	69.23	$	40.08

Knights Inn		386		23,560		45.7	%	$	48.26	$	22.03

TRYP by Wyndham		121		17,355		62.0	%	$	80.39	$	49.84

Wingate by Wyndham		151		13,780		63.3	%	$	89.17	$	56.43

Hawthorn Suites by Wyndham		102		10,174		66.5	%	$	81.00	$	53.89

Dolce		23		5,296		55.4	%	$	150.03	$	83.08

Total Hotel Group		7,812		678,042		54.5	%	$	68.39	$	37.26

Vacation Ownership
Wyndham Vacation Ownership resorts		213		24,329		N/A			N/A		N/A

Total Wyndham Worldwide		8,025		702,371

	As of and For the Year Ended December 31, 2014
										Average Revenue
	Number of				Average			Average Daily		Per Available
Brand	Properties		Number of Rooms		Occupancy Rate			Rate (ADR)		Room (RevPAR)

Hotel Group
Super 8		2,510		160,847		57.2	%	$	50.86	$	29.09

Days Inn		1,794		145,078		51.0	%	$	65.68	$	33.48

Ramada		837		115,923		54.2	%	$	79.70	$	43.22

Howard Johnson		429		45,919		48.8	%	$	63.46	$	30.96

Wyndham Hotels and Resorts		195		43,865		61.8	%	$	115.17	$	71.14

Travelodge		421		30,989		51.1	%	$	67.75	$	34.62

Baymont		369		29,727		52.5	%	$	65.75	$	34.51

Knights Inn		398		24,832		44.9	%	$	46.67	$	20.94

Microtel Inns & Suites by Wyndham		323		23,138		59.8	%	$	67.26	$	40.23

TRYP by Wyndham		119		16,965		61.9	%	$	90.45	$	55.97

Wingate by Wyndham		153		13,923		63.6	%	$	86.61	$	55.05

Hawthorn Suites by Wyndham		97		9,620		65.5	%	$	76.59	$	50.19

Total Hotel Group		7,645		660,826		54.5	%	$	68.94	$	37.57

Vacation Ownership
Wyndham Vacation Ownership resorts		203		23,644		N/A			N/A		N/A

Total Wyndham Worldwide		7,848		684,470

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)

				Reported			Legacy			Acquisition		Restructuring			Asset		Contract		Adjusted
	Net Revenues			EBITDA			Adjustments ^(b)			Costs ^(c)		Costs ^(d)			Impairment ^(e)		Termination ^(f)		EBITDA
Three months ended March 31, 2015
Hotel Group	$	292		$	76		$	-		$	3	$	-		$	-	$	-	$	79
Destination Network		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
Hotel Group	$	334		$	96		$	-		$	1	$	-		$	-	$	-	$	97
Destination Network		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
Hotel Group	$	357		$	83		$	-		$	-	$	4		$	7	$	14	$	108
Destination Network		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

Three months ended December 31, 2015
Hotel Group	$	314		$	94		$	-		$	-	$	(1	)	$	-	$	-	$	93
Destination Network		310			44			-			-		(1	)		-		-		43
Vacation Ownership		706			174			-			-		-			-		-		174
Total Reportable Segments		1,330			312			-			-		(2	)		-		-		310
Corporate and Other ^(a)		(19	)		(37	)		-			-		-			-		-		(37	)
Total Company	$	1,311		$	275		$	-		$	-	$	(2	)	$	-	$	-	$	273

Twelve months ended December 31, 2015
Hotel Group	$	1,297		$	349		$	-		$	3	$	3		$	7	$	14	$	376
Destination Network		1,538			367			-			1		2			-		-		370
Vacation Ownership		2,772			687			-			-		1			-		-		688
Total Reportable Segments		5,607			1,403			-			4		6			7		14		1,434
Corporate and Other ^(a)		(71	)		(137	)		-			-		-			-		-		(137	)
Total Company	$	5,536		$	1,266		$	-		$	4	$	6		$	7	$	14	$	1,297

Note: The sum of the quarters may not agree to the twelve months ended December 31, 2015 due to rounding.

^(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 primarily 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 initiatives and the reversal of a portion of restructuring reserves that were established in prior periods.

^(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 costs associated with the anticipated termination of a management contract.

Table 7

(2 of 2)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION

(In millions)

							Executive		Venezuela								Loss on Sale
				Reported			Departure		Currency		VAT			Restructuring			and Asset		Legacy			Adjusted
	Net Revenues			EBITDA			Costs		Devaluation ^(b)		Adjustment ^(c)			Costs ^(d)			Impairments ^(e)		Adjustments ^(f)			EBITDA
Three months ended March 31, 2014
Hotel Group	$	237		$	64		$	4	$	-	$	-		$	-		$	-	$	-		$	68
Destination Network		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
Hotel Group	$	283		$	87		$	-	$	-	$	-		$	-		$	-	$	-		$	87
Destination Network		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
Hotel Group	$	315		$	100		$	-	$	-	$	-		$	(1	)	$	8	$	-		$	107
Destination Network		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
Hotel Group	$	267		$	77		$	-	$	-	$	-		$	2		$	-	$	-		$	79
Destination Network		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
Hotel Group	$	1,101		$	327		$	4	$	-	$	-		$	1		$	8	$	-		$	340
Destination Network		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 destination network business and (ii) a write-down of an investment in a joint venture at the Company's hotel group 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 December 31, 2015

				Restructuring			Foreign Tax			As Adjusted
	As Reported			Costs^(a)			Credit ^(c)			non-GAAP
Net revenues
Service and membership fees	$	562		$			$			$	562
Vacation ownership interest sales		403									403
Franchise fees		157									157
Consumer financing		109									109
Other		80									80
Net revenues		1,311			-			-			1,311

Expenses
Operating		594									594
Cost of vacation ownership interests		43									43
Consumer financing interest		19									19
Marketing and reservation		189									189
General and administrative		199									199
Restructuring		(2	)		2						-
Depreciation and amortization		61									61
Total expenses		1,103			2			-			1,105

Operating income		208			(2	)		-			206
Other (income)/expense, net		(6	)								(6	)
Interest expense		37									37
Interest income		(2	)								(2	)

Income before income taxes		179			(2	)		-			177
Provision for income taxes		39			(1	)^(b)		26			64

Net income	$	140		$	(1	)	$	(26	)	$	113

Earnings per share
Basic	$	1.22		$	(0.01	)	$	(0.22	)	$	0.99
Diluted		1.21			(0.01	)		(0.22	)		0.98

Weighted average shares outstanding
Basic		115			115			115			115
Diluted		116			116			116			116

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

Note: EPS amounts may not add due to rounding.

^(a)

Relates to a reversal of a portion of restructuring reserves that were established in prior periods.

^(b)

Relates to the tax effect of the adjustment.

^(c)

Relates to the release of a valuation allowance on foreign tax credits.

Table 8

(2 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Twelve Months Ended December 31, 2015

				Acquisition			Restructuring			Asset			Contract			Foreign Tax			As Adjusted
	As Reported			Costs ^(a)			Costs ^(c)			Impairment ^(e)			Termination ^(f)			Credit ^(g)			non-GAAP
Net revenues
Service and membership fees	$	2,519		$			$			$			$			$			$	2,519
Vacation ownership interest sales		1,604																		1,604
Franchise fees		674																		674
Consumer financing		427																		427
Other		312																		312
Net revenues		5,536			-			-			-			-			-			5,536

Expenses
Operating		2,461			(4	)								(14	)					2,443
Cost of vacation ownership interests		165																		165
Consumer financing interest		74																		74
Marketing and reservation		813																		813
General and administrative		761																		761
Asset impairment		7									(7	)								-
Restructuring		6						(6	)											-
Depreciation and amortization		234																		234
Total expenses		4,521			(4	)		(6	)		(7	)		(14	)		-			4,490

Operating income		1,015			4			6			7			14			-			1,046
Other (income)/expense, net		(17	)																	(17	)
Interest expense		125																		125
Interest income		(9	)																	(9	)

Income before income taxes		916			4			6			7			14			-			947
Provision for income taxes		304			(1	)^(b)		2	^(d)		2	^(d)		6	^(d)		26			339

Net income	$	612		$	5		$	4		$	5		$	8		$	(26	)	$	608

Earnings per share
Basic	$	5.18		$	0.04		$	0.04		$	0.04		$	0.07		$	(0.22	)	$	5.15
Diluted		5.14			0.04			0.04			0.04			0.07			(0.22	)		5.11

Weighted average shares outstanding
Basic		118			118			118			118			118			118			118
Diluted		119			119			119			119			119			119			119

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 hotel group 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 restructuring reserves that were established in prior periods.

^(d)

Relates to the tax effect of the adjustment.

^(e)

Relates to a non-cash impairment charge at the Company's hotel group 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 costs associated with the anticipated termination of a management contract within the Company's hotel group business.

^(g)

Relates to the release of a valuation allowance on foreign tax credits.

Table 8

(3 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Three Months Ended December 31, 2014

										Loss on Sale
				Legacy			Restructuring			and Asset			As Adjusted
	As Reported			Adjustments^(a)			Costs^(c)			Impairment ^(d)			non-GAAP
Net revenues
Service fees and membership	$	508		$			$			$			$	508
Vacation ownership interest sales		385												385
Franchise fees		151												151
Consumer financing		108												108
Other		79												79
Net revenues		1,231			-			-			-			1,231

Expenses
Operating		542												542
Cost of vacation ownership interests		42												42
Consumer financing interest		18												18
Marketing and reservation		188												188
General and administrative		189			2									191
Loss on sale and asset impairment		27									(27	)		-
Restructuring		12						(12	)					-
Depreciation and amortization		58												58
Total expenses		1,076			2			(12	)		(27	)		1,039

Operating income		155			(2	)		12			27			192
Other (income)/expense, net		(2	)											(2	)
Interest expense		29												29
Interest income		(4	)											(4	)

Income before income taxes		132			(2	)		12			27			169
Provision for income taxes		51			(1	)^(b)		4	^(b)		3	^(b)		57

Net income	$	81		$	(1	)	$	8		$	24		$	112

Earnings per share
Basic	$	0.66		$	(0.01	)	$	0.07		$	0.20		$	0.91
Diluted		0.65			(0.01	)		0.06			0.20			0.90

Weighted average shares outstanding
Basic		122			122			122			122			122
Diluted		124			124			124			124			124

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 the tax effect of the adjustment.

^(c)

Relates to costs incurred as a result of organizational realignment initiatives at the Company’s hotel group and destination network businesses.

^(d)

Relates to a loss on the sale of a business and a write-down of an equity investment at the Company’s destination network business.

Table 8

(4 of 4)

Wyndham Worldwide Corporation

NON-GAAP FINANCIAL INFORMATION

(In millions, except per share data)

	Twelve Months Ended December 31, 2014

				Executive			Venezuela												Loss on sale
				Departure			Currency			Legacy			VAT			Restructuring			and Asset			As Adjusted
	As Reported			Costs ^(a)			Devaluation ^(c)			Adjustments ^(d)			Adjustment ^(f)			Costs ^(g)			Impairments ^(h)			non-GAAP
Net revenues
Service fees and membership	$	2,431		$			$			$			$			$			$			$	2,431
Vacation ownership interest sales		1,485																					1,485
Franchise fees		632																					632
Consumer financing		427																					427
Other		306																					306
Net revenues		5,281			-			-			-			-			-			-			5,281

Expenses
Operating		2,262						(10	)														2,252
Cost of vacation ownership interests		171																					171
Consumer financing interest		71																					71
Marketing and reservation		802																					802
General and administrative		755			(4	)					1			2									754
Loss on sale and asset impairments		35																		(35	)		-
Restructuring		11															(11	)					-
Depreciation and amortization		233																					233
Total expenses		4,340			(4	)		(10	)		1			2			(11	)		(35	)		4,283

Operating income		941			4			10			(1	)		(2	)		11			35			998
Other (income)/expense, net		(7	)																				(7	)
Interest expense		113												2									115
Interest income		(10	)																				(10	)

Income before income taxes		845			4			10			(1	)		(4	)		11			35			900
Provision for income taxes		316			1	^(b)		1	^(b)		1	^(e)		(2	)^(b)		4	^(b)		6	^(b)		327

Net income	$	529		$	3		$	9		$	(2	)	$	(2	)	$	7		$	29		$	573

Earnings per share
Basic	$	4.22		$	0.02		$	0.07		$	(0.01	)	$	(0.02	)	$	0.06		$	0.23		$	4.57
Diluted		4.18			0.02			0.07			(0.01	)		(0.02	)		0.06			0.23			4.53

Weighted average shares outstanding
Basic		125			125			125			125			125			125			125			125
Diluted		127			127			127			127			127			127			127			127

Note: EPS amounts may not add due to rounding.

^(a)

Related to costs associated with an executive's departure at the Company's hotel group 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 destination network business.

^(d)

Relates to the net benefit 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 destination network business.

^(g)

Relates to (i) costs incurred as a result of organizational realignment initiatives at the Company's hotel group and destination network businesses, partially offset by (ii) the reversal of a portion of a restructuring reserve of $1 million established during the fourth quarter of 2013.

^(h)

Relates to (i) a loss on the sale of a business and a write-down of an equity investment at the Company’s destination network business and (ii) a write-down of an investment in a joint venture at the Company's hotel group 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:

	Twelve Months Ended December 31,
	2015			2014

Net cash provided by operating activities	$	991		$	984
Less: Property and equipment additions		(222	)		(235	)
Free cash flow	$	769		$	749

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		$	507		$	1,965
Less: Sales under WAAM Fee-for-Service		(21	)		(26	)		(37	)		(42	)		(126	)
Gross VOI sales, net of WAAM Fee-for-Service sales		369			477			528			464			1,838
Less: Loan loss provision		(46	)		(60	)		(78	)		(64	)		(248	)
Plus: Impact of percentage-of-completion accounting		13			-			(2	)		2			13
Vacation ownership interest sales ^(*)	$	336		$	417		$	448		$	403		$	1,604

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	$	27	$	100
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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