PARSIPPANY, N.J., April 24, 2014 /PRNewswire/ -- Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months ended March 31, 2014.

First Quarter Highlights:


    --  Adjusted diluted earnings per share (EPS) was $0.78, an increase of 10%
        from adjusted diluted EPS of $0.71 in the first quarter of 2013. 
        Reported diluted EPS was $0.69, compared with $0.19 in the first quarter
        of 2013.
    --  Domestic RevPAR up 7.6%.
    --  Net Vacation Ownership Interest sales up 15%.
    --  The Company repurchased 2.1 million shares of its common stock for $150
        million.

"We are off to a great start in 2014," said Stephen P. Holmes, chairman and CEO. "In our Hotel Group, domestic RevPAR growth accelerated. In Vacation Ownership, a combination of increased sales and a lower loan loss provision drove strong revenue growth. In our Exchange and Rentals business, peak season summer vacation rental bookings are up from last year. We continued to generate strong free cash flow and to return a significant portion of that cash to shareholders."

FIRST QUARTER 2014 OPERATING RESULTS
First quarter revenues were $1.2 billion, an increase of 5% from the prior year period. The increase reflects growth in the Company's lodging and vacation ownership business segments.

Adjusted net income was $102 million, or $0.78 per diluted share, compared with $98 million, or $0.71 per diluted share for the same period in 2013. The performance reflects solid operating results across all of the Company's businesses and lower interest expense. EPS growth also benefited from the Company's share repurchase program.

Reported net income for the first quarter of 2014 was $90 million, or $0.69 per diluted share, compared with $27 million, or $0.19 per diluted share, for the first quarter of 2013. Reported net income included several items not included in adjusted net income. The net result of these items unfavorably impacted first quarter 2014 net income by $12 million and unfavorably impacted first quarter 2013 net income by $71 million. Full reconciliations of adjusted results to GAAP results appear in Table 8 of this press release.

Free cash flow was $269 million for the three months ended March 31, 2014, compared with $233 million for the same period in 2013. The growth of free cash flow largely reflects favorable timing of working capital. The Company defines free cash flow as net cash provided by operating activities less capital expenditures. For the three months ended March 31, 2014, net cash provided by operating activities was $315 million, compared with $274 million in the prior year period.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)
Revenues were $237 million in the first quarter of 2014, a 7% increase over the first quarter of 2013. The increase reflects higher RevPAR, franchise fees and EBITDA-neutral hotel management reimbursable fees.

Total system-wide RevPAR increased 4.0% compared with the first quarter of 2013. The increase reflects a 7.6% domestic increase, partially offset by a 4.3% decline in international RevPAR, primarily reflecting unfavorable currency movements.

Adjusted EBITDA for the first quarter of 2014 was $68 million, a 17% increase compared with the first quarter of 2013. The increase was primarily due to the revenue increases and the favorable timing of marketing expenditures.

As of March 31, 2014, the Company's hotel system consisted of approximately 7,500 properties and 646,900 rooms, a 2.4% room increase compared with the first quarter of 2013. The development pipeline included over 955 hotels and approximately 117,000 rooms, of which 60% were international and 69% were new construction.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $379 million in the first quarter of 2014, a 1% increase over the first quarter of 2013. In constant currency, revenues were flat.

Exchange revenues were $187 million, a decline of 3% from the first quarter of 2013. In constant currency, exchange revenues declined 2%, as a 1.6% increase in average number of members was offset by a 3.7% decline in exchange revenue per member.

Vacation rental revenues were $176 million, a 6% increase over the first quarter of 2013. Excluding foreign currency, vacation rental revenues were up 2%, reflecting a 1.4% increase in transaction volume and a 0.8% increase in the average net price per vacation rental.

Adjusted EBITDA for the first quarter of 2014 was $95 million, a 1% increase compared with the first quarter of 2013, reflecting the impact of foreign currency and acquisitions.

Vacation Ownership (Wyndham Vacation Ownership)
Revenues were $593 million in the first quarter of 2014, an 8% increase over the first quarter of 2013, primarily reflecting higher gross VOI sales and a lower loan loss provision.

Gross VOI sales were $410 million in the first quarter of 2014, an increase of 7% over the first quarter of 2013, reflecting a 4.3% increase in tour flow and a 2.8% increase in volume per guest.

Adjusted EBITDA for the first quarter of 2014 was $115 million, a 2% increase compared with the first quarter of 2013, reflecting the revenue increases. Excluding the favorable resolution of a lawsuit in the prior-year quarter, adjusted EBITDA increased an additional $11 million.

Other Items


    --  The Company repurchased 2.1 million shares of common stock for $150
        million during the first quarter of 2014.  From April 1 through April
        23, 2014, the Company repurchased an additional 0.6 million shares for
        $42 million.  The Company's remaining share repurchase authorization
        totals $476 million as of April 23, 2014.
    --  Net interest expense in the first quarter of 2014 was $25 million,
        compared with $30 million in the first quarter of 2013, reflecting lower
        rates associated with recent financings and the benefit of a
        fixed-for-floating rate swap.

Balance Sheet Information as of March 31, 2014:


    --  Cash and cash equivalents of $203 million, compared with $194 million at
        December 31, 2013
    --  Vacation ownership contract receivables, net, of $2.7 billion, compared
        with $2.8 billion at December 31, 2013
    --  Vacation ownership and other inventory of $1.0 billion, unchanged from
        December 31, 2013
    --  Securitized vacation ownership debt of $2.0 billion, compared with $1.9
        billion at December 31, 2013
    --  Long-term debt of $2.9 billion, unchanged from December 31, 2013. The
        remaining borrowing capacity on the revolving credit facility, net of
        commercial paper borrowings, was $1.3 billion as of March 31, 2014,
        unchanged from December 31, 2013

A schedule of debt is included in Table 5 of this press release.

Outlook

Note to Editors: The guidance excludes possible future share repurchases, while analysts' estimates often include share repurchases. This results in discrepancies between Company guidance and database consensus forecasts.

For the full year 2014, the Company provides the following guidance:


    --  Revenues of approximately $5.250 - $5.350 billion
    --  Adjusted EBITDA of approximately $1.215 - $1.240 billion
    --  Adjusted EPS of approximately $4.23 - $4.33 based on a diluted share
        count of 130 million

Conference Call Information
Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company's results, outlook and guidance on Thursday, April 24, 2014 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 April 24, 2014. The conference call may also be accessed by dialing 800-369-2125 and providing the passcode "WYNDHAM." Listeners are urged to call at least 10 minutes prior to the scheduled start time. A telephone replay will be available for approximately 90 days beginning at noon EDT on April 24, 2014, at 800-944-8789.

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

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

About Wyndham Worldwide Corporation
One of the world's largest hospitality companies, Wyndham Worldwide (NYSE: WYN) provides a wide range of hospitality products and services through its global portfolio of world-renowned brands. The world's largest hotel company based on the number of properties, Wyndham Hotel Group is home to many of the world's best-known hotel brands, with approximately 7,500 franchised hotels and 646,900 hotel rooms worldwide. Wyndham Exchange & Rentals is the worldwide leader in vacation exchange and the world's largest professionally managed vacation rentals business, providing more than 5 million leisure-bound families annually with access to over 107,000 vacation properties in over 100 countries through its prominent exchange and vacation rental brands. The industry and timeshare ownership market leader, Wyndham Vacation Ownership develops, markets, and sells vacation ownership interests and provides consumer financing to owners through its network of over 190 vacation ownership resorts serving approximately 907,000 owners throughout the United States, Canada, Mexico, the Caribbean, and the South Pacific. Based in Parsippany, NJ, Wyndham Worldwide employs approximately 32,800 associates globally. For more information, please visit www.wyndhamworldwide.com.

Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Company's revenues, earnings 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 14, 2014. 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.

                                                                                                                                                                                                                                  
    Table 1


                                                                                                                     Wyndham Worldwide Corporation

                                                                                                                OPERATING RESULTS OF REPORTABLE SEGMENTS

                                                                                                                             (In millions)



    In addition to other measures, management evaluates the operating results of each of its reportable segments based upon net revenues and "EBITDA", which is defined as net income before depreciation and amortization,
     interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing interest) and income taxes, each of which is presented on the Company's Consolidated
     Statements of Income. The Company believes that EBITDA is a useful measure of performance for the Company's industry segments which when considered with GAAP measures, gives a more complete understanding of its operating
     performance. The Company's presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.


    The following tables summarize net revenues and EBITDA for reportable segments, as well as reconcile EBITDA to Net Income for the three months ended March 31, 2014 and 2013:



                                                                                                     Three Months Ended March 31,
                                                                                                     ----------------------------

                                                                                               2014                                           2013
                                                                                               ----                                           ----

                                                                                       Net Revenues                           EBITDA                  Net Revenues                 EBITDA
                                                                                       ------------                           ------                  ------------                 ------

    Lodging                                                                                                             $237                                     $64                                             $222                       $58

    Vacation Exchange and Rentals                                                                                        379                                      85                                              374                        94

    Vacation Ownership                                                                                                   593                                     115                                              549                       111
                                                                                                                         ---                                     ---                                              ---                       ---

        Total Reportable Segments                                                                                      1,209                                     264                                            1,145                       263

    Corporate and Other (a)                                                                                              (16)                                    (34)                                             (12)                      (29)

        Total Company                                                                                                 $1,193                                    $230                                           $1,133                      $234
                                                                                                                      ======                                    ====                                           ======                      ====


    Reconciliation of EBITDA to Net Income
    --------------------------------------


                                                                                                                                            Three Months Ended March 31,
                                                                                                                                            ----------------------------

                                                                                                                                              2014                                                                        2013
                                                                                                                                              ----                                                                        ----

    EBITDA                                                                                                                                                      $230                                                                       $234

    Depreciation and amortization                                                                                                                                 56                                                                         52

    Interest expense                                                                                                                                              27                                                                         32

    Early extinguishment of debt                                                                                                                                   -                                                                        111

    Interest income                                                                                                                                               (2)                                                                        (2)
                                                                                                                                                                 ---                                                                        ---

    Income before income taxes                                                                                                                                   149                                                                         41

    Provision for income taxes                                                                                                                                    59                                                                         14
                                                                                                                                                                 ---                                                                        ---

    Net income                                                                                                                                                   $90                                                                        $27
                                                                                                                                                                 ===                                                                        ===


    __________

    (a) Includes the elimination of transactions between segments.


    The following tables summarize net revenues and Adjusted EBITDA for reportable segments for the three months ended March 31, 2014 and 2013 (for a description of adjustments by segment, see Table 7):


                                                                                                     Three Months Ended March 31,
                                                                                                     ----------------------------

                                                                                               2014                                           2013
                                                                                               ----                                           ----

                                                                                       Net Revenues                           Adjusted                Net Revenues                Adjusted
                                                                                                                              EBITDA                                               EBITDA
                                                                                                                              ------                                               ------

    Lodging                                                                                                             $237                                     $68                                             $222                       $58

    Vacation Exchange and Rentals                                                                                        379                                      95                                              374                        94

    Vacation Ownership                                                                                                   593                                     115                                              549                       113
                                                                                                                         ---                                     ---                                              ---                       ---

    Total Reportable Segments                                                                                          1,209                                     278                                            1,145                       265

    Corporate and Other                                                                                                  (16)                                    (34)                                             (12)                      (29)
                                                                                                                                                                 ---                                                                        ---

    Total Company                                                                                                     $1,193                                    $244                                           $1,133                      $236
                                                                                                                      ======                                    ====                                           ======                      ====



                                                                                                     Table 2

                                            Wyndham Worldwide Corporation

                                          CONSOLIDATED STATEMENTS OF INCOME

                                        (In millions, except per share data)



                                                                             Three Months Ended

                                                                                  March 31,
                                                                                  ---------

                                                                               2014             2013
                                                                               ----             ----

    Net revenues

                                  Service and membership fees                           $590                  $569

                                   Vacation ownership interest
                                   sales                                                 303                   263

                                  Franchise fees                                         127                   122

                                  Consumer financing                                     105                   105

                                  Other                                                   68                    74

    Net revenues                                                                       1,193                 1,133
                                                                                       -----                 -----


    Expenses

                                  Operating                                              534                   506

                                   Cost of vacation ownership
                                   interests                                              39                    32

                                  Consumer financing interest                             17                    21

                                  Marketing and reservation                              181                   177

                                  General and administrative                             195                   164

                                  Depreciation and amortization                           56                    52

    Total expenses                                                                     1,022                   952
                                                                                       -----                   ---


    Operating income                                                                     171                   181

    Other income, net                                                                     (3)                   (1)

    Interest expense                                                                      27                    32

    Early extinguishment of debt                                          -                      111

    Interest income                                                                       (2)                   (2)
                                                                                         ---                   ---


    Income before income taxes                                                           149                    41

    Provision for income taxes                                                            59                    14
                                                                                         ---                   ---



    Net income                                                                           $90                   $27
                                                                                         ===                   ===


    Earnings per share

                                  Basic                                                $0.70                 $0.19

                                  Diluted                                               0.69                  0.19


    Weighted average shares
     outstanding

                                  Basic                                                  128                   137

                                  Diluted                                                130                   138

    __________


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



                                                                                                                                                                                                                                                                                                                                                                                                     Table 3

                                                                                                                                                                                                                                                                                                                                                                                                    (1 of 3)

                                                                                                                                                                                                 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

                                                          Number of Rooms                                                                            2014                                                  646,900                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                  631,800                                  635,100                                  638,300                                   645,400                  N/A

                                                                                                                                                                                                              2012                                  609,300                                  608,300                                  618,100                                   627,400                  N/A

                                                                                                                                                                                                              2011                                  609,600                                  612,900                                  611,200                                   613,100                  N/A


                                                          RevPAR                                                                                     2014                                                   $32.30                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                   $31.05                                   $38.00                                   $41.78                                    $33.07               $36.00

                                                                                                                                                                                                              2012                                   $29.73                                   $37.23                                   $40.39                                    $31.86               $34.80

                                                                                                                                                                                                              2011                                   $27.71                                   $35.38                                   $39.49                                    $30.65               $33.34


    Vacation Exchange and Rentals

                                                          Average Number of Members (in 000s)                                                        2014                                                    3,727                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                    3,668                                    3,686                                    3,711                                     3,728                3,698

                                                                                                                                                                                                              2012                                    3,684                                    3,670                                    3,672                                     3,670                3,674

                                                                                                                                                                                                              2011                                    3,766                                    3,755                                    3,744                                     3,734                3,750


                                                          Exchange Revenue Per Member                                                                2014                                                  $200.78                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                  $210.96                                  $182.42                                  $169.95                                   $161.21              $181.02

                                                                                                                                                                                                              2012                                  $204.56                                  $177.07                                  $171.14                                   $165.86              $179.68

                                                                                                                                                                                                              2011                                  $205.64                                  $178.46                                  $172.38                                   $161.68              $179.59


                                                          Vacation Rental Transactions (in 000s) (a)                                                 2014                                                      429                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                      423                                      355                                      433                                       273                1,483

                                                                                                                                                                                                              2012                                      418                                      325                                      390                                       259                1,392

                                                                                                                                                                                                              2011                                      398                                      328                                      370                                       250                1,347


                                                          Average Net Price Per Vacation Rental (a)                                                  2014                                                  $410.04                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                  $392.64                                  $540.38                                  $677.81                                   $506.62              $532.11

                                                                                                                                                                                                              2012                                  $379.40                                  $524.40                                  $635.44                                   $484.69              $504.55

                                                                                                                                                                                                              2011                                  $377.71                                  $549.09                                  $701.81                                   $497.04              $530.78


    Vacation Ownership (a)

                                                           Gross Vacation Ownership Interest (VOI) Sales (in 000s)
                                                           (b)                                                                                       2014                                                 $410,000                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                 $384,000                                 $481,000                                 $536,000                                  $488,000           $1,889,000

                                                                                                                                                                                                              2012                                 $384,000                                 $460,000                                 $502,000                                  $435,000           $1,781,000

                                                                                                                                                                                                              2011                                 $319,000                                 $412,000                                 $455,000                                  $409,000           $1,595,000


                                                          Tours (in 000s) (c)                                                                        2014                                                      170                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                      163                                      206                                      225                                       195                  789

                                                                                                                                                                                                              2012                                      148                                      186                                      207                                       183                  724

                                                                                                                                                                                                              2011                                      137                                      177                                      197                                       173                  685


                                                          Volume Per Guest (VPG) (c)                                                                 2014                                                   $2,272                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                   $2,211                                   $2,256                                   $2,278                                    $2,370               $2,281

                                                                                                                                                                                                              2012                                   $2,414                                   $2,361                                   $2,315                                    $2,225               $2,324

                                                                                                                                                                                                              2011                                   $2,192                                   $2,227                                   $2,197                                    $2,296               $2,229


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

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

    (b)                                                    Includes Gross VOI sales under the Company's Wyndham Asset Affiliate Model (WAAM) 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).

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


                                                                                                                                                                                                                                                                                                                                                                                                     Table 3

                                                                                                                                                                                                                                                                                                                                                                                                    (2 of 3)


                                                                                                                                                                                                 Wyndham Worldwide Corporation

                                                                                                                                                                                                        ADDITIONAL DATA



                                                                                                                                                                                                      Year                                   Q1                                       Q2                                       Q3                                        Q4             Full Year
                                                                                                                                                                                                      ----                                  ---                                      ---                                      ---                                       ---             ---------

    Lodging

                                                          Number of Properties                                                                       2014                                                    7,500                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                    7,380                                    7,410                                    7,440                                     7,490                  N/A

                                                                                                                                                                                                              2012                                    7,150                                    7,170                                    7,260                                     7,340                  N/A

                                                                                                                                                                                                              2011                                    7,190                                    7,220                                    7,190                                     7,210                  N/A


    Vacation Ownership

                                                          Provision for Loan Losses (in 000s) (a)                                                    2014                                                  $60,000                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                  $84,000                                  $90,000                                 $102,000                                   $73,000             $349,000

                                                                                                                                                                                                              2012                                  $96,000                                 $100,000                                 $124,000                                   $89,000             $409,000

                                                                                                                                                                                                              2011                                  $79,000                                  $80,000                                  $96,000                                   $83,000             $339,000


                                                          Sales under WAAM Fee-for-Service (in 000s) (b)                                             2014                                                  $44,000                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                  $36,000                                  $44,000                                  $51,000                                   $29,000             $160,000

                                                                                                                                                                                                              2012                                  $17,000                                  $18,000                                   $5,000                                   $10,000              $49,000

                                                                                                                                                                                                              2011                                  $18,000                                  $19,000                                  $38,000                                   $31,000             $106,000


                                                          WAAM Fee-for-Service Commission Revenues (in 000s)                                         2014                                                  $33,000                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                  $24,000                                  $30,000                                  $33,000                                   $20,000             $107,000

                                                                                                                                                                                                              2012                                  $12,000                                  $11,000                                   $4,000                                    $6,000              $33,000

                                                                                                                                                                                                              2011                                  $10,000                                  $11,000                                  $23,000                                   $21,000              $65,000


                                                          Sales under WAAM Just-in-Time (in 000s) (c)                                                2014                                 $                      -                                      N/A                                      N/A                                      N/A                                       N/A

                                                                                                                                                                                                              2013                                  $13,000                                   $1,000           $                            -            $                            -              $14,000

                                                                                                                                                                                                              2012           $                            -                                  $12,000                                  $57,000                                   $30,000              $99,000


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

    (a)                                                    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.

    (b)                                                    Represents Gross VOI sales under the Company's WAAM Fee-for-Service for which the Company earns commission revenue (WAAM Fee-for-Service
                                                           Commission Revenues). The

                                                          commission revenue earned on these sales is included in service fees and membership revenues on the Consolidated Statements of Income.

    (c)                                                    Represents Gross VOI sales under the Company's WAAM Just-in-Time which enables the Company to acquire and own completed timeshare units close to
                                                           the timing of the sales of such

                                                           units. This significantly reduces the period between the deployment of capital to acquire inventory and the subsequent return on investment which
                                                           occurs at the time of its sale to a

                                                           timeshare purchaser. The Company implemented this sales model during the second quarter of 2012 and as such, there is no historical data prior to
                                                               2012.


                                                                                                                                                                                                                                                                                                                                                                                                     Table 3

                                                                                                                                                                                                                                                                                                                                                                                                    (3 of 3)


                                                                                                                                                                                                 Wyndham Worldwide Corporation

                                                                                                                                                                                                     OPERATING STATISTICS


                                                                                                                                                                                                       GLOSSARY OF TERMS
                                                                                                                                                                                                       -----------------


    Lodging


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


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


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


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


    Vacation Exchange and Rentals


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


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


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


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


    Vacation Ownership


    Gross Vacation Ownership Interest Sales: Represents sales of vacation ownership interest (VOIs), including 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 2011-2014.
    ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


    General


    Constant Currency: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods.
    -------------------------------------------------------------------------------------------------------------------------



                                                                                                                                                                                                                                                                                                                                        Table 4


                                                                                                                                                                                             Wyndham Worldwide Corporation

                                                                                                                                                                                          REVENUE DETAIL BY REPORTABLE SEGMENT

                                                                                                                                                                                                     (In millions)



                                                                                                                                                                                                                                          2014                              2013
                                                                                                                                                                                                                                          ----                              ----

                                                                                                                                                                                                   Q1                  Q2                Q3           Q4           Year           Q1            Q2           Q3            Q4            Year
                                                                                                                                                                                                   ---                ---               ---           ---          ----          ---           ---           ---          ---            ----

    Lodging

                                                                Royalties and Franchise Fees                                                                                                                  $68                   N/A           N/A          N/A           N/A           $64           $79          $91           $75           $309

                                                                 Marketing, Reservation and Wyndham Rewards
                                                                 Revenues (a)                                                                                                                         76                 N/A               N/A          N/A           N/A            73            92          118            83            365

                                                                Hotel Management Reimbursable Revenues (b)                                                                                            37                 N/A               N/A          N/A           N/A            25            38           37            35            135

                                                                Inter-segment Trademark Fees                                                                                                                    9                   N/A           N/A          N/A           N/A             8            10           11            10             39

                                                                Owned Hotel Revenues                                                                                                                           24                   N/A           N/A          N/A           N/A            26            20           18            19             84

                                                                Ancillary Revenues (c)                                                                                                                         23                   N/A           N/A          N/A           N/A            26            23           22            23             95

                                                                Total Lodging                                                                                                                                 237                   N/A           N/A          N/A           N/A           222           262          297           245          1,027



    Vacation Exchange and Rentals

                                                                Exchange Revenues                                                                                                                             187                   N/A           N/A          N/A           N/A           193           168          158           150            669

                                                                Rental Revenues                                                                                                                               176                   N/A           N/A          N/A           N/A           166           192          293           138            789

                                                                Ancillary Revenues (d)                                                                                                                         16                   N/A           N/A          N/A           N/A            15            16           19            17             68

                                                                Total Vacation Exchange and Rentals                                                                                                  379                 N/A               N/A          N/A           N/A           374           376          470           305          1,526



    Vacation Ownership

                                                                Vacation Ownership Interest Sales                                                                                                    303                 N/A               N/A          N/A           N/A           263           347          384           384          1,379

                                                                Consumer Financing                                                                                                                            105                   N/A           N/A          N/A           N/A           105           106          107           108            426

                                                                Property Management Fees                                                                                                                      143                   N/A           N/A          N/A           N/A           146           141          143           137            567

                                                                WAAM Fee-for-Service Commissions                                                                                                      33                 N/A               N/A          N/A           N/A            24            30           33            20            107

                                                                Ancillary Revenues (e)                                                                                                                          9                   N/A           N/A          N/A           N/A            11             6           10             9             36

                                                                Total Vacation Ownership                                                                                                                      593                   N/A           N/A          N/A           N/A           549           630          677           658          2,515


    Total Reportable Segments                                                                                                                                                                              $1,209                   N/A           N/A          N/A           N/A        $1,145        $1,268       $1,444        $1,208         $5,068
                                                                                                                                                                                                           ======                   ===           ===          ===           ===        ======        ======       ======        ======         ======



                                                                                                                                                                                                                                          2012                              2011
                                                                                                                                                                                                                                          ----                              ----

                                                                                                                                                                                                   Q1                  Q2                Q3           Q4           Year           Q1            Q2           Q3            Q4            Year
                                                                                                                                                                                                   ---                ---               ---           ---          ----          ---           ---           ---          ---            ----

    Lodging

                                                                Royalties and Franchise Fees                                                                                                                  $62                   $80           $88          $71          $301           $58           $75          $85           $66           $284

                                                                 Marketing, Reservation and Wyndham Rewards
                                                                 Revenues (a)                                                                                                                         68                  99                98           80           345            54            75           94            76            299

                                                                Hotel Management Reimbursable Revenues (b)                                                                                            21                  22                25           23            91            19            19           21            20             79

                                                                Inter-segment Trademark Fees (f)                                                                                                                8                     9             9            8            34             1             2            3             4             10

                                                                Owned Hotel Revenues                                                                                                                            8                     8             7           18            41             -             -            -             5              5

                                                                Ancillary Revenues (c)                                                                                                                         18                    15            22           23            78            17            19           19            17             72

                                                                Total Lodging                                                                                                                                 185                   233           249          223           890           149           190          222           188            749



    Vacation Exchange and Rentals

                                                                Exchange Revenues                                                                                                                             188                   162           157          153           660           194           168          161           150            673

                                                                Rental Revenues                                                                                                                               159                   170           248          125           702           150           180          260           125            715

                                                                Ancillary Revenues (d)                                                                                                                         14                    16            15           15            60            12            13           15            16             56

                                                                Total Vacation Exchange and Rentals                                                                                                  361                 348               420          293         1,422           356           361          436           291          1,444



    Vacation Ownership

                                                                Vacation Ownership Interest Sales                                                                                                    271                 342               373          337         1,323           222           313          320           295          1,150

                                                                Consumer Financing                                                                                                                            103                   102           106          110           421           102           103          105           105            415

                                                                Property Management Fees                                                                                                                      110                   108           117          125           460           110           108          105           101            424

                                                                WAAM Fee-for-Service Commissions                                                                                                      12                  11                 4            6            33            10            11           23            21             65

                                                                Ancillary Revenues (e)                                                                                                                          5                     7             8           12            32             6             6            6             5             23

                                                                Total Vacation Ownership                                                                                                                      501                   570           608          590         2,269           450           541          559           527          2,077


    Total Reportable Segments                                                                                                                                                                              $1,047                $1,151        $1,277       $1,106        $4,581          $955        $1,092       $1,217        $1,006         $4,270
                                                                                                                                                                                                           ======                ======        ======       ======        ======          ====        ======       ======        ======         ======



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

    (c)                                                         Primarily includes additional services provided to franchisees.

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

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

    (f)                                                          During 2011, $3 million, $1 million and $2 million of inter-segment trademark fees were recorded as a reduction of expenses in Q1, Q2 and Q3, respectively. As
                                                                 such, total inter-segment trademark fees for 2011 were $16 million.



                                                                                                                                                                                                                           Table 5

                                                                                                                                       Wyndham Worldwide Corporation

                                                                                                                                              SCHEDULE OF DEBT

                                                                                                                                               (In millions)



                                                                                                                             March 31,                 December 31,  September 30,      June 30,          March 31,
                                                                                                                                  2014                         2013                2013       2013             2013
                                                                                                                                  ----                         ----                ----       ----             ----


    Securitized vacation ownership debt (a)

    Term notes                                                                                                                                 $1,823                            $1,648            $1,615           $1,569  $1,869

    Bank conduit facility (b)                                                                                                                     156                               262               273              289     125
                                                                                                                                                  ---                               ---               ---              ---     ---

    Total securitized vacation ownership debt (c)                                                                                               1,979                             1,910             1,888            1,858   1,994

    Less: Current portion of securitized vacation ownership debt                                                                                  192                               184               186              217     228

    Long-term securitized vacation ownership debt                                                                                              $1,787                            $1,726            $1,702           $1,641  $1,766
                                                                                                                                               ======                            ======            ======           ======  ======



    Debt:

    Revolving credit facility (due July 2018) (d)                                                                                                 $10                               $23               $74              $41     $34

    Commercial paper (e)                                                                                                                          184                               210               164              168     202

                                                                 $315 million 6.00% senior unsecured notes (due December 2016)(f)                 318                               318               318              319     319

                                                                       $300 million 2.95% senior unsecured notes (due March 2017)                 299                               298               298              298     298

                                                                     $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)                 447                               447               447              447     447

                                                                       $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)                 246                               246               246              246     246

                                                                    $650 million 4.25% senior unsecured notes (due March 2022)(g)                 645                               643               644              644     644

                                                                    $400 million 3.90% senior unsecured notes (due March 2023)(h)                 395                               387               396              397     397

    Capital leases                                                                                                                                188                               191               185              184     187

    Other                                                                                                                                         100                               114               117              133     133
                                                                                                                                                  ---                               ---               ---              ---     ---

    Total long-term debt                                                                                                                        2,886                             2,931             2,943            2,931   2,961

    Less: Current portion of long-term debt                                                                                                        52                                49                55               52     254

    Long-term debt                                                                                                                             $2,834                            $2,882            $2,888           $2,879  $2,707
                                                                                                                                               ======                            ======            ======           ======  ======

    __________


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

    (b)  Represents a non-recourse vacation ownership bank conduit facility with a term through August 2015 and borrowing capacity
         of $650 million. As of March 31, 2014, this facility had a remaining borrowing capacity of $494 million.

    (c)  This debt is collateralized by $2,328 million, $2,314 million, $2,306 million, $2,414 million and $2,512 million of
         underlying vacation ownership contract receivables and related assets as of March 31, 2014, December 31, 2013, September
         30, 2013, June 30, 2013, and March 31, 2013, respectively.

    (d)  Represents a $1.5 billion revolving credit facility that expires in July 2018. As of March 31, 2014, the Company had $9
         million of outstanding letters of credit. After considering outstanding commercial paper borrowings of $184 million, the
         remaining borrowing capacity was $1.3 billion as of March 31, 2014.

    (e)  Represents commercial paper programs of $1.25 billion with a remaining borrowing capacity of $1.1 billion, as of March 31,
         2014.

    (f)  Includes unamortized gains from the settlement of a derivative in the amount of $3 million as of March 31, 2014, December
         31, 2013 and September 30, 2013 and $4 million as of June 30, 2013 and March 31, 2013.

    (g)  Includes a $2 million adjustment to the carrying value resulting from a fair value hedge derivative as of December 31, 2013.
         There is no adjustment to the carrying value as of March 31, 2014.

    (h)  Includes a $2 million and $10 million adjustment to the carrying value resulting from a fair value hedge derivative as of
         March 31, 2014 and December 31, 2013,

        respectively.



                                                                                                                                                                                                               Table 6


                                                                                                Wyndham Worldwide Corporation

                                                                                                     BRAND SYSTEM DETAILS



                                                                                                                                                         As of and For the Three Months Ended March 31, 2014
                                                                                                                                                         ---------------------------------------------------

                   Brand                                                  Number of                                   Number of Rooms        Average          Average Daily                    Average Revenue
                                                                         Properties                                                       Occupancy Rate        Rate (ADR)                     Per Available
                                                                                                                                                              Room (RevPAR)
    ---                                                                                                                                                        ------------       ------------


    Lodging

    Wyndham Hotels and Resorts                                                                                                    170               38,565               55.3%                                 $112.69  $62.30


    TRYP by Wyndham                                                                                                               114               16,283               51.4%                                  $85.87  $44.11


    Wingate by Wyndham                                                                                                            161               14,722               59.1%                                  $83.30  $49.22


    Hawthorn Suites by Wyndham                                                                                                     96                9,609               60.9%                                  $76.01  $46.33


    Ramada                                                                                                                        826              113,304               50.2%                                  $79.47  $39.87


    Baymont                                                                                                                       336               27,504               46.9%                                  $61.60  $28.89


    Days Inn                                                                                                                    1,812              146,643               44.6%                                  $61.92  $27.61


    Super 8                                                                                                                     2,413              154,270               51.5%                                  $48.27  $24.88


    Howard Johnson                                                                                                                449               47,303               43.6%                                  $61.87  $26.98


    Travelodge                                                                                                                    431               31,833               44.7%                                  $61.78  $27.61


    Microtel Inns & Suites by Wyndham                                                                                             313               22,425               53.7%                                  $62.45  $33.51


    Knights Inn                                                                                                                   374               22,792               40.8%                                  $44.04  $17.97


    Dream                                                                                                                           5                  989               73.8%                                 $189.89 $140.22


    Night                                                                                                                           3                  630               59.8%                                 $114.63  $68.51


                                        Total Lodging                                                                           7,503              646,872               48.8%                                  $66.14  $32.30


    Vacation Ownership

    Wyndham Vacation Ownership resorts                                                                           192           23,530                  N/A                N/A                                      N/A
                                                                                                                 ---           ------


                                        Total Wyndham Worldwide                                                                 7,695              670,402
                                        ============                                                                            =====



                                                                                                                                                         As of and For the Three Months Ended March 31, 2013
                                                                                                                                                         ---------------------------------------------------

                   Brand                                                  Number of                                   Number of Rooms        Average          Average Daily                    Average Revenue
                                                                         Properties                                                       Occupancy Rate        Rate (ADR)                     Per Available
                                                                                                                                                              Room (RevPAR)
    ---                                                                                                                                                        ------------       ------------


    Lodging

    Wyndham Hotels and Resorts                                                                                                    130               31,520               56.5%                                 $113.04  $63.85


    TRYP by Wyndham                                                                                                               103               14,393               53.7%                                  $97.41  $52.27


    Wingate by Wyndham                                                                                                            159               14,603               57.0%                                  $83.19  $47.39


    Hawthorn Suites by Wyndham                                                                                                     93                9,252               58.7%                                  $70.49  $41.38


    Ramada                                                                                                                        839              114,223               48.6%                                  $78.65  $38.24


    Baymont                                                                                                                       320               26,602               45.6%                                  $60.21  $27.48


    Days Inn                                                                                                                    1,828              147,659               42.8%                                  $61.43  $26.30


    Super 8                                                                                                                     2,329              148,546               49.8%                                  $49.80  $24.78


    Howard Johnson                                                                                                                447               45,620               43.0%                                  $60.89  $26.16


    Travelodge                                                                                                                    443               32,864               43.7%                                  $62.97  $27.49


    Microtel Inns & Suites by Wyndham                                                                                             307               21,843               52.2%                                  $60.85  $31.75


    Knights Inn                                                                                                                   373               23,096               38.3%                                  $41.35  $15.84


    Dream                                                                                                                           5                  990               61.5%                                 $169.04 $103.92


    Night                                                                                                                           3                  630               52.4%                                 $110.79  $58.01


                                        Total Lodging                                                                           7,379              631,841               47.3%                                  $65.66  $31.05


    Vacation Ownership

    Wyndham Vacation Ownership resorts                                                                           190           23,410                  N/A                N/A                                      N/A
                                                                                                                 ---           ------


                                        Total Wyndham Worldwide                                                                 7,569              655,251
                                        ============                                                                            =====

    _______________

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



                                                                                                                                      Table 7

                                                                                                                                     (1 of 2)

                                                                Wyndham Worldwide Corporation

                                                                   NON-GAAP RECONCILIATION

                                                                        (In millions)



    Three months ended March 31, 2014 Net Revenues         Reported                  Executive        Venezuela       Adjusted
                                                           EBITDA                                      Currency       EBITDA
                                                                                     Departure     Devaluation(b)

                                                                                       Costs
                                                                                       -----

    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
                                                   ======                                    ====                 ===            ===     ====

    ________________


    (a)           Includes the
                  elimination
                  of
                  transactions
                  between
                  segments.

    (b)           Represents
                  the
                  devaluation
                  of the
                  official
                  exchange
                  rate of
                  Venezuela.



                                                                                                                                                                                                                                                 Table 7

                                                                                                                                                                                                                                                (2 of 2)

                                                                                                                                                          Wyndham Worldwide Corporation

                                                                                                                                                             NON-GAAP RECONCILIATION

                                                                                                                                                                  (In millions)



    Three months ended March 31, 2013                                                                     Net Revenues         Reported      Legacy     Acquisition        Restructuring         Asset          Adjusted
                                                                                                                               EBITDA   Adjustments (b)  Costs (c)           Costs (d)      Impairment (e)       EBITDA
                                                                                                                               ------   --------------   --------             --------       -------------       ------

    Lodging                                                                                                              $222                                      $58                    $                  -            $   -   $   -   $   -      $58

    Vacation Exchange and Rentals                                                                                         374                                       94                                       -                -       -       -       94

    Vacation Ownership                                                                                                    549                                      111                                       -                2       -       -      113
                                                                                                                          ---                                      ---                                     ---              ---     ---     ---      ---

    Total Reportable Segments                                                                                           1,145                                      263                                       -                2       -       -      265

    Corporate and Other (a)                                                                                               (12)                                     (29)                                      -                -       -       -      (29)
                                                                                                                                                                   ---                                     ---              ---     ---     ---      ---

    Total Company                                                                                                      $1,133                                     $234                    $                  -               $2   $   -   $   -     $236
                                                                                                                       ======                                     ====                  ===                ===              === === === === ===     ====



    Three months ended June 30, 2013

    Lodging                                                                                                              $262                                      $78                    $                  -            $   -   $   -   $   -      $78

    Vacation Exchange and Rentals                                                                                         376                                       85                                       -                -       -       -       85

    Vacation Ownership                                                                                                    630                                      161                                       -                -       -       -      161
                                                                                                                          ---                                      ---                                     ---              ---     ---     ---      ---

    Total Reportable Segments                                                                                           1,268                                      324                                       -                -       -       -      324

    Corporate and Other (a)                                                                                               (15)                                     (27)                                      -                -       -       -      (27)
                                                                                                                          ---                                      ---                                     ---              ---     ---     ---      ---

    Total Company                                                                                                      $1,253                                     $297                    $                  -            $   -   $   -   $   -     $297
                                                                                                                       ======                                     ====                  ===                ===          === === === === === ===     ====


    Three months ended September 30, 2013

    Lodging                                                                                                              $297                                      $95                    $                  -            $   -   $   -   $   -      $95

    Vacation Exchange and Rentals                                                                                         470                                      141                                       -                -       -       -      141

    Vacation Ownership                                                                                                    677                                      176                                       -                -       -       -      176
                                                                                                                          ---                                      ---                                     ---              ---     ---     ---      ---

    Total Reportable Segments                                                                                           1,444                                      412                                       -                -       -       -      412

    Corporate and Other (a)                                                                                               (17)                                     (33)                                     (1)               -       -       -      (34)
                                                                                                                          ---                                      ---                                     ---              ---     ---     ---      ---

    Total Company                                                                                                      $1,427                                     $379                                     $(1)           $   -   $   -   $   -     $378
                                                                                                                       ======                                     ====                                     ===          === === === === === ===     ====


    Three months ended December 31, 2013

    Lodging                                                                                                              $245                                      $47                    $                  -            $   -      $9      $8      $64

    Vacation Exchange and Rentals                                                                                         305                                       36                                       -                -       -       -       36

    Vacation Ownership                                                                                                    658                                      172                                       -                -       -       -      172
                                                                                                                          ---                                      ---                                     ---              ---     ---     ---      ---

    Total Reportable Segments                                                                                           1,208                                      255                                       -                -       9       8      272

    Corporate and Other (a)                                                                                               (13)                                     (33)                                      -                -       -       -      (33)
                                                                                                                          ---                                      ---                                     ---              ---     ---     ---      ---

    Total Company                                                                                                      $1,195                                     $222                    $                  -            $   -      $9      $8     $239
                                                                                                                       ======                                     ====                  ===                ===          === ===     ===     ===     ====


    Twelve months ended December 31, 2013

    Lodging                                                                                                            $1,027                                     $279                    $                  -            $   -      $9      $8     $296

    Vacation Exchange and Rentals                                                                                       1,526                                      356                                       -                -       -       -      356

    Vacation Ownership                                                                                                  2,515                                      619                                       -                2       -       -      621
                                                                                                                        -----                                      ---                                     ---              ---     ---     ---      ---

    Total Reportable Segments                                                                                           5,068                                    1,254                                       -                2       9       8    1,273

    Corporate and Other (a)                                                                                               (59)                                    (122)                                      1                -       -       -     (121)
                                                                                                                          ---                                     ----                                     ---              ---     ---     ---     ----

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

    ________________

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


    (a) Includes the elimination of transactions between segments.

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

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

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

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



                                                                                                                                                                                                                                                                 Table 8

                                                                                                                                                                                                                                                                (1 of 2)


                                                                                                                      Wyndham Worldwide Corporation

                                                                                                                     NON-GAAP FINANCIAL INFORMATION

                                                                                                                  (In millions, except per share data)


                                                                                                                                                Three Months Ended March 31, 2014
                                                                                                                                                ---------------------------------


                                                                                                                                  As Reported             Executive                  Venezuela                     As Adjusted
                                                                                                                                                          Departure                   Currency                      non-GAAP
                                                                                                                                                                                  Devaluation (c)
                                                                                                                                                          Costs (a)
                                                                                                                                                          --------

    Net revenues

                                         Service and membership fees                                                                                $590                      $                                               $                                           $590

                                         Vacation ownership interest sales                                                                           303                                                                                                                   303

                                         Franchise fees                                                                                              127                                                                                                                   127

                                         Consumer financing                                                                                          105                                                                                                                   105

                                         Other                                                                                                        68                                                                                                                    68

    Net revenues                                                                                                                                   1,193                                         -                                                     -                 1,193
                                                                                                                                                   -----                                       ---                                                   ---                 -----


    Expenses

                                         Operating                                                                                                   534                                                                                             (10)                  524

                                         Cost of vacation ownership interests                                                                         39                                                                                                                    39

                                         Consumer financing interest                                                                                  17                                                                                                                    17

                                         Marketing and reservation                                                                                   181                                                                                                                   181

                                         General and administrative                                                                                  195                                        (4)                                                                        191

                                         Depreciation and amortization                                                                                56                                                                                                                    56

    Total expenses                                                                                                                                 1,022                                        (4)                                                  (10)                1,008
                                                                                                                                                   -----                                       ---                                                   ---                 -----


    Operating income                                                                                                                                 171                                         4                                                    10                   185

    Other income, net                                                                                                                                 (3)                                                                                                                   (3)

    Interest expense                                                                                                                                  27                                                                                                                    27

    Interest income                                                                                                                                   (2)                                                                                                                   (2)


    Income before income taxes                                                                                                                       149                                         4                                                    10                   163

    Provision for income taxes                                                                                                                        59                                         1  (b)                                                1  (b)               61
                                                                                                                                                     ---                                       ---                                                   ---                   ---


    Net income                                                                                                                                       $90                                        $3                                                    $9                  $102
                                                                                                                                                     ===                                       ===                                                   ===                  ====


    Earnings per share

                                         Basic                                                                                                     $0.70                                     $0.02                                                 $0.07                 $0.80

                                         Diluted                                                                                                    0.69                                      0.02                                                  0.07                  0.78


    Weighted average shares outstanding

                                         Basic                                                                                                       128                                       128                                                   128                   128

                                         Diluted                                                                                                     130                                       130                                                   130                   130

    __________

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

    (b)                                  Relates to the tax effect of the adjustment.

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



                                                                                                                                                                                                                                                                                                                        Table 8

                                                                                                                                                                                                                                                                                                                       (2 of 2)


                                                                                                                                                        Wyndham Worldwide Corporation

                                                                                                                                                       NON-GAAP FINANCIAL INFORMATION

                                                                                                                                                    (In millions, except per share data)


                                                                                                                                                             Three Months Ended March 31, 2013
                                                                                                                                                             ---------------------------------


                                                                                                                                 As Reported                  Legacy                               Acquisition                       Early                           As Adjusted
                                                                                                                                                          Adjustments (a)                           Costs (b)                   Extinguishment                         non-GAAP
                                                                                                                                                                                                                                 of Debt (c)
                                                                                                                                                                                                                                  ----------

    Net revenues

                                         Service fees and membership                                                                                $569                                 $                                                   $                                                  $                                $569

                                         Vacation ownership interest sales                                                                           263                                                                                                                                                                          263

                                         Franchise fees                                                                                              122                                                                                                                                                                          122

                                         Consumer financing                                                                                          105                                                                                                                                                                          105

                                         Other                                                                                                        74                                                                                                                                                                           74

    Net revenues                                                                                                                                   1,133                                                            -                                             -                                             -               1,133
                                                                                                                                                   -----                                                          ---                                           ---                                           ---               -----


    Expenses

                                         Operating                                                                                                   506                                                                                                         (2)                                                              504

                                         Cost of vacation ownership interests                                                                         32                                                                                                                                                                           32

                                         Consumer financing interest                                                                                  21                                                                                                                                                                           21

                                         Marketing and reservation                                                                                   177                                                                                                                                                                          177

                                         General and administrative                                                                                  164                                                                                                                                                                          164

                                         Depreciation and amortization                                                                                52                                                                                                                                                                           52

    Total expenses                                                                                                                                   952                                                            -                                            (2)                                            -                 950
                                                                                                                                                     ---                                                          ---                                           ---                                           ---                 ---


    Operating income                                                                                                                                 181                                                            -                                             2                                             -                 183

    Other income, net                                                                                                                                 (1)                                                                                                                                                                          (1)

    Interest expense                                                                                                                                  32                                                                                                                                                                           32

    Early extinguishment of debt                                                                                                                     111                                                                                                                                                     (111)                  -

    Interest income                                                                                                                                   (2)                                                                                                                                                                          (2)


    Income before income taxes                                                                                                                        41                                                            -                                             2                                           111                 154

    Provision for income taxes                                                                                                                        14                                                           (1)                                            1  (d)                                       42  (d)             56
                                                                                                                                                     ---                                                          ---                                           ---                                           ---                 ---


    Net income                                                                                                                                       $27                                                           $1                                            $1                                           $69                 $98
                                                                                                                                                     ===                                                          ===                                           ===                                           ===                 ===


    Earnings per share

                                         Basic                                                                                                     $0.19                                                        $0.01                                         $0.01                                         $0.50               $0.72

                                         Diluted                                                                                                    0.19                                                         0.01                                          0.01                                          0.50                0.71


    Weighted average shares outstanding

                                         Basic                                                                                                       137                                                          137                                           137                                           137                 137

                                         Diluted                                                                                                     138                                                          138                                           138                                           138                 138

    __________

    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 state tax payment for legacy tax matters.

    (b)                                   Relates to the costs incurred in connection with the acquisition of Midtown 45, a NYC property (January 2013) at the
                                          Company's vacation ownership business.

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

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



                                                                                                                                                                                                                                                      Table 9

                                                                                                                                Wyndham Worldwide Corporation

                                                                                                                     NON-GAAP RECONCILIATIONS AND FINANCIAL INFORMATION

                                                                                                                                        (In millions)


    FREE CASH FLOW
    --------------

    The Company defines free cash flow to be net cash provided by operating activities less property and equipment additions which it also refers to as capital expenditures.


    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:


                                                                                                                            Three Months Ended March 31,
                                                                                                                            ----------------------------

                                                                                                                                  2014                                            2013
                                                                                                                                  ----                                            ----


    Net cash provided by operating activities                                                                                                      $315                                                          $274

    Less: Property and equipment additions                                                                                                          (46)                                                          (41)

    Free cash flow                                                                                                                                 $269                                                          $233
                                                                                                                                                   ====                                                          ====



    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
                                                             ----

                                                             2014                                                               Q1             Q2            Q3              Q4         Full Year
                                                             ----                                                               ---           ---            ---            ---         ---------


    Gross VOI sales (a)                                                                                                                            $410                            N/A                            N/A                          N/A        N/A

    Less: Sales under WAAM Fee-for-Service                                                                                                          (44)                           N/A                            N/A                          N/A        N/A
                                                                                                                                                    ---                            ---                            ---                          ---        ---

    Gross VOI sales, net of WAAM Fee-for-Service sales                                                                                              366                            N/A                            N/A                          N/A        N/A

    Less: Loan loss provision                                                                                                                       (60)                           N/A                            N/A                          N/A        N/A

    Less: Impact of percentage-of-completion accounting                                                                                              (3)                           N/A                            N/A                          N/A        N/A

    Vacation ownership interest sales (a)                                                                                                          $303                            N/A                            N/A                          N/A        N/A
                                                                                                                                                   ====                            ===                            ===                          ===        ===


                                                             2013
                                                             ----


    Gross VOI sales (a)                                                                                                                            $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 (a)                                                                                                          $263                           $347                           $384                         $384     $1,379
                                                                                                                                                   ====                           ====                           ====                         ====     ======


                                                             2012
                                                             ----


    Gross VOI sales (a)                                                                                                                            $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 (a)                                                                                                          $271                           $342                           $373                         $337     $1,323
                                                                                                                                                   ====                           ====                           ====                         ====     ======


                                                             2011
                                                             ----


    Gross VOI sales                                                                                                                                $319                           $412                           $455                         $409     $1,595

    Less: Sales under WAAM Fee-for-Service                                                                                                          (18)                           (19)                           (38)                         (31)      (106)
                                                                                                                                                    ---                            ---                            ---                          ---       ----

    Gross VOI sales, net of WAAM Fee-for-Service sales                                                                                              302                            393                            417                          378      1,489

    Less: Loan loss provision                                                                                                                       (79)                           (80)                           (96)                         (83)      (339)

    Vacation ownership interest sales                                                                                                              $222                           $313                           $320                         $295     $1,150
                                                                                                                                                   ====                           ====                           ====                         ====     ======

    _____________

    Note: Amounts may not add due to rounding.

    (a) 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
                                                                                                                                ---           ---            ---            ---         ---------


                                                             2014                                                                                   $25                            N/A                            N/A                          N/A        N/A

                                                             2013                                                                                   $24                            $18                            $22                          $25        $89

                                                             2012                                                                                   $27                            $20                            $22                          $28        $97

                                                             2011                                                                                   $18                            $18                            $21                          $11        $68

SOURCE Wyndham Worldwide Corporation