PARSIPPANY, N.J., April 26, 2017 /PRNewswire/ -- Wyndham Worldwide Corporation (NYSE: WYN) today announced results for the three months ended March 31, 2017.

FIRST QUARTER 2017 OPERATING RESULTS
First quarter revenues were $1.3 billion, up 1% compared with the prior year period. Full reconciliations of GAAP results to non-GAAP measures for all reported periods appear in the tables to this press release.

Net income for the first quarter of 2017 was $141 million compared with $96 million for the first quarter of 2016. Diluted earnings per share (EPS) were $1.33 compared with $0.84 for the prior year period. Adjusted net income for the first quarter of 2017, which excludes charges and gains in 2017 and charges in 2016 as detailed in Table 7 of this press release, was $120 million compared with $127 million for the first quarter of 2016, primarily reflecting a higher provision for loan losses and benefits in the prior-year period related to business interruption claims that were absent in the first quarter of 2017. Adjusted diluted EPS was $1.14 compared with $1.12 per share in the prior year period, reflecting the benefit of the Company's share repurchase program.

First quarter EBITDA was $266 million, compared with $267 million in the prior year period. Adjusted EBITDA, which excludes charges in both 2017 and 2016 as detailed in Table 8 of this press release, was $278 million, compared with $291 million in the prior year period, primarily reflecting a higher provision for loan losses and benefits in the prior-year period related to business interruption claims that were absent in the first quarter of 2017.

"Our first quarter results were right in line with our expectations," said Stephen P. Holmes, chairman and CEO. "We're excited by the progress we're making in connecting our customers and brands through Wyndham Rewards to enhance customer acquisition, experience and retention. We expect this to result in stronger growth and greater long-term value for our shareholders this year and for years to come.

"In addition, we are pleased to welcome Mike Brown as the new CEO and president of our vacation ownership business," continued Mr. Holmes. "Mike is a 25-year hospitality industry veteran and brings an ideal combination of strategic vision, operational expertise, and industry knowledge to the role. I am confident that Mike is the right leader to take Wyndham Vacation Ownership to the next level."

For the three months ended March 31, 2017, net cash provided by operating activities was $238 million, compared with $261 million in the prior year period. The decrease primarily reflects changes in the timing of inventory purchases.

Free cash flow was $203 million for the three months ended March 31, 2017, compared with $218 million for the same period in 2016, primarily reflecting the changes in net cash provided by operating activities. The Company defines free cash flow as net cash provided by operating activities less capital expenditures.

FIRST QUARTER 2017 BUSINESS UNIT RESULTS

Hotel Group
Revenues were $298 million in the first quarter of 2017, compared with $295 million in the first quarter of 2016. EBITDA was $85 million in the first quarter compared with $84 million in the prior-year quarter, growing 2% on a currency-neutral basis. Results reflect higher franchise fees and growth in the Wyndham Rewards credit card program, partially offset by lower occupancy at the Company's owned hotel in Puerto Rico due to consumer concerns about the Zika virus.

First quarter domestic same-store RevPAR increased 1.7% compared with the first quarter of 2016. In constant currency, total system-wide same-store RevPAR increased 2.2%.

As of March 31, 2017, the Company's hotel system consisted of approximately 8,100 properties and 699,800 rooms, a 3.0% net room increase compared with the first quarter of 2016. The development pipeline increased to 1,130 hotels and approximately 143,100 rooms, of which 59% were international and 68% were new construction.

Destination Network
Revenues were $391 million in the first quarter of 2017, compared with $385 million in the first quarter of 2016, an increase of 2%. In constant currency and excluding acquisitions, revenues increased 1%.

Vacation rental revenues were $184 million compared with $183 million in the prior year quarter. In constant currency and excluding acquisitions, vacation rental revenues increased 1%, reflecting a 2.8% increase in transaction volume partially offset by a 2.0% decline in the average net price per rental. Transaction volume benefited from capacity increases across the Company's U.K.-based cottages and parks brands and Denmark-based Novasol brand, partially offset by the impact from the timing of the Easter holiday. Average net price per rental declined due to the mix impact of growth in the Company's more modestly priced brands and the timing of the Easter holiday.

Exchange revenues were $183 million compared with $182 million in the prior year quarter. In constant currency, exchange revenue per member increased 0.8% and the average number of members declined 0.6%.

EBITDA was $102 million in the first quarter of 2017, including $2 million from acquisitions. This compares with first quarter 2016 EBITDA of $81 million or adjusted EBITDA of $105 million. 2016 adjusted EBITDA excluded a $24 million loss related to a currency devaluation. First quarter year-over-year EBITDA and adjusted EBITDA comparisons reflect the absence of a benefit of $3 million from business disruption claims received in the first quarter of 2016, as well as the unfavorable impact of the timing of the Easter holiday.

Vacation Ownership
Revenues were $648 million in the first quarter of 2017, compared with $641 million in the first quarter of 2016.

Gross VOI sales increased 3% in the first quarter of 2017. Volume per guest (VPG) was up 4.9%, reflecting both a higher average close rate and transaction size. Tour flow declined 1.7% due to the closure of sales offices as part of a restructuring in the second half of last year.

EBITDA was $118 million in the first quarter of 2017 compared with $136 million in the prior year quarter. Adjusted EBITDA was $124 million in the first quarter of 2017. First quarter year-over-year EBITDA and adjusted EBITDA results reflect higher gross VOI sales offset by a higher provision for loan losses and the absence of a $6 million benefit from business interruption insurance claims received in the first quarter of 2016.

OTHER ITEMS


    --  The Company repurchased 1.9 million shares of common stock for $150
        million during the first quarter of 2017 at an average price of $80.93. 
        From April 1 through April 25, 2017, the Company repurchased an
        additional 0.4 million shares for $36 million.
    --  Net interest expense in the first quarter of 2017 was $31 million, flat
        compared with the first quarter of 2016.

    --  Depreciation and amortization in the first quarter of 2017 was $63
        million, compared with $62 million in the first quarter of 2016.

Balance Sheet Information as of March 31, 2017:


    --  Cash and cash equivalents of $222 million, compared with $185 million at
        December 31, 2016
    --  Vacation ownership contract receivables, net of $2.8 billion, unchanged
        from December 31, 2016
    --  Vacation ownership and other inventory of $1.4 billion, unchanged from
        December 31, 2016
    --  Securitized vacation ownership debt of $2.1 billion, unchanged from
        December 31, 2016
    --  Long-term debt of $3.6 billion, compared with $3.4 billion at December
        31, 2016. The remaining borrowing capacity on the revolving credit
        facility, net of commercial paper borrowings, was $1.3 billion as of
        March 31, 2017, compared with $1.1 billion at December 31, 2016.

A schedule of debt is included in Table 12 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.

The Company provides the following guidance for the full year 2017:


    --  Reiterates revenues of approximately $5.80 billion to $5.95 billion
    --  Updates adjusted net income to approximately $631 million to $652
        million from $637 million to $658 million, reflecting higher interest
        expense from a new long-term debt issuance in the first quarter 2017
        that replaced lower cost borrowings
    --  Reiterates adjusted EBITDA of approximately $1.41 billion to $1.44
        billion
    --  Updates adjusted diluted EPS to approximately $5.98 to $6.18 based on a
        diluted share count of 105.5 million from $5.90 to $6.10 based on a
        diluted share count of 108 million

In determining adjusted net income, adjusted EBITDA and adjusted EPS, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. A description of the adjustments that have been applicable for the reported periods in determining adjusted net income, adjusted EBITDA and adjusted EPS are reflected in Tables 7 and 8 of this press release. The Company is providing an outlook for net income, EBITDA and EPS only on a non-GAAP basis because the Company is unable to predict with reasonable certainty the totality or ultimate outcome or occurrence of these adjustments or other potential adjustments that may arise in the future during the outlook period, which can be dependent on future events that may not be reliably predicted. See Table 10 for certain non-GAAP information concerning the outlook period.

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

CONFERENCE CALL INFORMATION
Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company's results, outlook and guidance on Wednesday, April 26, 2017 at 8:30 a.m. ET. Listeners can access the webcast live through the Company's website at http://www.wyndhamworldwide.com/investors/. The conference call may also be accessed by dialing 800-862-9098 and providing the pass code "WYNDHAM." Listeners are urged to call at least 10 minutes prior to the scheduled start time. An archive of this webcast will be available on the website for approximately 90 days beginning at 12:00 p.m. ET on April 26, 2017. A telephone replay will be available for approximately 10 days beginning at 12:00 p.m. ET on April 26, 2017 at 800-839-4012.

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 operating performance. Exclusion of items in the Company's non-GAAP presentation should not be considered an inference that these items are unusual, infrequent or non-recurring. Full reconciliations of GAAP results to the comparable non-GAAP measures for the reported periods appear in the financial tables section of the press release.

ABOUT WYNDHAM WORLDWIDE
Wyndham Worldwide (NYSE: WYN) is one of the largest global hospitality companies, providing travelers with access to a collection of trusted hospitality brands in hotels, vacation ownership, and unique accommodations including vacation exchange, holiday parks, and managed home rentals. With a collective inventory of nearly 130,000 places to stay across more than 110 countries on six continents, Wyndham Worldwide and its 38,000 associates welcomes people to experience travel the way they want. This is enhanced by Wyndham Rewards®, the Company's re-imagined guest loyalty program across its businesses, which is making it simpler for members to earn more rewards and redeem their points faster. 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. Forward-looking statements are those that convey management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements and may be identified by terminology such as "will," "expect," believe," "plan," "anticipate," "goal," "future," "outlook," guidance," "target," "estimate" and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Company's revenues, earnings, cash flow and related financial and operating measures.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include general economic conditions, the performance of the financial and credit markets, the economic environment for the hospitality industry, the impact of war, terrorist activity or political strife, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, as well as those described in the Company's Annual Report on Form 10-K, filed with the SEC on February 17, 2017. 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.


                                                                                                      Wyndham Worldwide Corporation

                                                                                                        Earnings Release Schedules

                                                                                                       Quarter One - March 31, 2017

                                                                                                            Table of Contents


                                                                                                                                    Table No.
                                                                                                                                    ---------


    Consolidated Statements of Income (Unaudited)                                                                                              1


    Operating Results of Reportable Segments                                                                                                   2


    Operating Statistics                                                                                                                       3


    Condensed Consolidated Statements of Cash Flows and Reconciliation of Free Cash Flows (Unaudited)                                          4


    Revenue Detail by Reportable Segment                                                                                                       5


    Brand System Details                                                                                                                       6


    Non-GAAP Reconciliation of Adjusted Net Income and EPS                                                                                     7


    Non-GAAP Reconciliation of Adjusted EBITDA by Reportable Segment                                                                           8


    Non-GAAP Reconciliation of Gross VOI Sales                                                                                                 9


    Non-GAAP Reconciliation of 2017 Outlook                                                                                                   10


    Non-GAAP Reconciliation - Constant Currency, Currency Neutral and Acquisitions                                                            11


    Schedule of Debt                                                                                                                          12



                                                                                                        Table 1

                                              Wyndham Worldwide Corporation

                                            CONSOLIDATED STATEMENTS OF INCOME

                                           (In millions, except per share data)

                                                       (Unaudited)



                                                                                Three Months Ended

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

                                                                                 2017              2016
                                                                                 ----              ----

    Net revenues

                                         Service and
                                         membership
                                         fees                                      $636                     $634

                                         Vacation
                                         ownership
                                         interest
                                         sales                                      351                      342

                                        Franchise fees                              141                      138

                                         Consumer
                                         financing                                  111                      107

                                        Other                                                  80                       82

    Net revenues                                                                        1,319                    1,303
                                                                                        -----                    -----


    Expenses

                                        Operating                                   601                      613

                                         Cost of
                                         vacation
                                         ownership
                                         interests                                   36                       37

                                         Consumer
                                         financing
                                         interest                                    18                       18

                                         Marketing and
                                         reservation                                195                      192

                                         General and
                                         administrative                             193                      186

                                         Asset
                                         impairments                                  5                        -

                                        Restructuring                                 7                        -

                                         Depreciation
                                         and
                                         amortization                                63                       62

    Total expenses                                                                      1,118                    1,108
                                                                                        -----                    -----


    Operating income                                                                      201                      195

    Other (income)/expense, net                                                           (2)                    (10)

    Interest expense                                                                       33                       33

    Early extinguishment of debt                                             -                 11

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


    Income before income taxes                                                            172                      163

    Provision for income taxes                                                             31                       67
                                                                                          ---                      ---

    Net income                                                                            $141                      $96
                                                                                          ====                      ===


    Earnings per share

                                        Basic                                               $1.34                    $0.85

                                        Diluted                                    1.33                     0.84


    Weighted average shares outstanding

                                        Basic                                                 105                      113

                                        Diluted                                     106                      114



                                                                                                                                                                                                                                                          Table 2


                                                                                                                                 Wyndham Worldwide Corporation

                                                                                                                            OPERATING RESULTS OF REPORTABLE SEGMENTS

                                                                                                                                         (In millions)



    In addition to other measures, management evaluates the operating results of each of its reportable segments based upon net revenues and "EBITDA", which is defined as net income before depreciation and amortization, interest expense (excluding
     consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes, each of which is presented on the Company's Consolidated Statements of Income.  The Company also uses
     adjusted EBITDA as a financial measure of its operating performance.  The Company believes that EBITDA and adjusted EBITDA are useful measures of assessing performance of the Company and for the Company's segments which, when considered with
     GAAP measures, give a more complete understanding of its operating performance and assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by
     adjusting for certain items which may be recurring or nonrecurring and which in our view do not necessarily reflect ongoing operating performance. We also internally use these measures to assess our operating performance, both in absolute
     terms and in comparison to other companies, and in evaluating or making selected compensation decisions.  These supplemental disclosures are in addition to GAAP reported measures.  The Company's presentation of EBITDA and adjusted EBITDA may
     not be comparable to similarly-titled measures used by other companies.







    The following tables summarize net revenues and EBITDA for the Company's reportable segments, as well as reconcile net income to EBITDA for the three months ended March 31, 2017 and 2016:


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

                                                                                                        2017                                                 2016
                                                                                                        ----                                                 ----

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

    Hotel Group                                                                                                                    $298                                           $85                                                     $295                 $84

    Destination Network                                                                                                            391                                           102                                                      385                  81

    Vacation Ownership                                                                                                             648                                           118                                                      641                 136
                                                                                                                                   ---                                           ---                                                      ---                 ---

         Total Reportable Segments                                                                                               1,337                                           305                                                    1,321                 301

    Corporate and Other (a)                                                                                                       (18)                                         (39)                                                    (18)               (34)

         Total Company                                                                                                           $1,319                                          $266                                                   $1,303                $267
                                                                                                                                 ======                                          ====                                                   ======                ====


    Reconciliation of net income to EBITDA
    --------------------------------------


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

                                                                                                                                                              2017                                                                                   2016
                                                                                                                                                              ----                                                                                   ----

    Net income                                                                                                                                                                  $141                                                                         $96

    Provision for income taxes                                                                                                                                                   31                                                                          67

    Depreciation and amortization                                                                                                                                                63                                                                          62

    Interest expense                                                                                                                                                             33                                                                          33

    Early extinguishment of debt                                                                                                                                                  -                                                                         11

    Interest income                                                                                                                                                             (2)                                                                        (2)

    EBITDA                                                                                                                                                                      $266                                                                        $267
                                                                                                                                                                                ====                                                                        ====



    (a)  Includes the elimination of transactions between segments.


    The following tables summarize net revenues and adjusted EBITDA for the Company's reportable segments for the three months ended March 31, 2017 and 2016 (for a description of adjustments and reconciliation by segment, see Table 8):



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

                                                                                                        2017                                                 2016
                                                                                                        ----                                                 ----

                                                                                                                                            Adjusted                                                  Adjusted

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

    Hotel Group                                                                                                                    $298                                           $85                                                     $295                 $84

    Destination Network                                                                                                            391                                           102                                                      385                 105

    Vacation Ownership                                                                                                             648                                           124                                                      641                 136
                                                                                                                                   ---                                           ---                                                      ---                 ---

         Total Reportable Segments                                                                                               1,337                                           311                                                    1,321                 325

    Corporate and Other (a)                                                                                                       (18)                                         (33)                                                    (18)               (34)
                                                                                                                                                                                                                                                           ---

         Total Company                                                                                                           $1,319                                          $278                                                   $1,303                $291
                                                                                                                                 ======                                          ====                                                   ======                ====



                                                                                                                                                                                                                                                                                                                    Table 3

                                                                                                                                                                                                                                                                                                                   (1 of 2)

                                                                                                                                                                                         Wyndham Worldwide Corporation

                                                                                                                                                                                             OPERATING STATISTICS


    The following operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses:


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

    Hotel Group(a)

                                                   Number of Rooms                                                           2017                                              699,800                                      N/A                 N/A                 N/A                 N/A

                                                                           2016                                              679,100                                              683,300                                  689,800              697,600                  N/A

                                                                           2015                                              667,400                                              668,500                                  671,900              678,000                  N/A

                                                                           2014                                              646,900                                              650,200                                  655,300              660,800                  N/A


                                                   RevPAR                                                                    2017                                               $31.73              $                       N/A    $            N/A     $           N/A      $          N/A

                                                                           2016                                               $31.59                                               $39.10                                   $43.04               $32.92               $36.67

                                                                           2015                                               $32.84                                               $39.82                                   $43.34               $32.98               $37.26

                                                                           2014                                               $32.30                                               $40.11                                   $43.71               $34.06               $37.57


    Destination Network

                                                   Average Number of Members (in 000s)                                       2017                                                3,817                                      N/A                 N/A                 N/A                 N/A

                                                                           2016                                                3,841                                                3,857                                    3,868                3,843                3,852

                                                                           2015                                                3,822                                                3,831                                    3,835                3,836                3,831

                                                                           2014                                                3,727                                                3,748                                    3,777                3,808                3,765


                                                   Exchange Revenue Per Member                                               2017                                              $192.01              $                       N/A    $            N/A     $           N/A      $          N/A

                                                                           2016                                              $189.78                                              $164.61                                  $164.39              $151.19              $167.48

                                                                           2015                                              $194.06                                              $167.81                                  $163.38              $152.00              $169.29

                                                                           2014                                              $200.78                                              $179.17                                  $171.77              $157.24              $177.12


                                                   Vacation Rental Transactions (in 000s) (a) (b)                            2017                                                  538                                      N/A                 N/A                 N/A                 N/A

                                                                           2016                                                  500                                                  409                                      508                  350                1,767

                                                                           2015                                                  459                                                  390                                      462                  319                1,630

                                                                           2014                                                  429                                                  376                                      455                  293                1,552


                                                   Average Net Price Per Vacation Rental(a) (b)                              2017                                              $343.07              $                       N/A    $            N/A     $           N/A      $          N/A

                                                                           2016                                              $366.08                                              $492.83                                  $599.59              $430.14              $475.24

                                                                           2015                                              $361.20                                              $513.14                                  $642.00              $452.19              $494.92

                                                                           2014                                              $410.04                                              $577.13                                  $727.40              $492.25              $558.95


    Vacation Ownership (a)

                                                    Gross Vacation Ownership Interest (VOI) Sales (in
                                                    000s) (c)                                                                2017                                             $439,000              $                       N/A    $            N/A     $           N/A      $          N/A

                                                                           2016                                             $428,000                                             $518,000                                 $564,000             $502,000           $2,012,000

                                                                           2015                                             $390,000                                             $502,000                                 $565,000             $507,000           $1,965,000

                                                                           2014                                             $410,000                                             $496,000                                 $513,000             $470,000           $1,889,000


                                                   Tours (in 000s)                                                           2017                                                  176                                      N/A                 N/A                 N/A                 N/A

                                                                           2016                                                  179                                                  213                                      230                  197                  819

                                                                           2015                                                  168                                                  206                                      227                  200                  801

                                                                           2014                                                  170                                                  208                                      225                  191                  794


                                                   Volume Per Guest (VPG)                                                    2017                                               $2,354              $                       N/A    $            N/A     $           N/A      $          N/A

                                                                           2016                                               $2,244                                               $2,328                                   $2,320               $2,399               $2,324

                                                                           2015                                               $2,177                                               $2,353                                   $2,354               $2,390               $2,326

                                                                           2014                                               $2,272                                               $2,280                                   $2,158               $2,336               $2,257


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

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

    (b)                                            The destination network operating statistics excluding our U.K.-based camping business sold in Q4 2014 are as follows:


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

                                                   Vacation Rental Transactions (in 000s)                                    2014                                                  429                                      367                  431                  292                1,518

                                                   Average Net Price Per Vacation Rental                                     2014                                              $410.02                                  $578.02              $700.56              $492.64              $548.93



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



                                                                                                                                            ADDITIONAL DATA


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

    Hotel Group

                                                   Number of Properties                                                      2017                                                8,080                                      N/A                 N/A                 N/A                 N/A

                                                                           2016                                                7,830                                                7,880                                    7,930                8,040                  N/A

                                                                           2015                                                7,670                                                7,700                                    7,760                7,810                  N/A

                                                                           2014                                                7,500                                                7,540                                    7,590                7,650                  N/A


    Vacation Ownership

                                                   Provision for Loan Losses (in 000s) (*)                                   2017                                              $85,000              $                       N/A    $            N/A     $           N/A      $          N/A

                                                                           2016                                              $63,000                                              $90,000                                 $104,000              $86,000             $342,000

                                                                           2015                                              $46,000                                              $60,000                                  $78,000              $64,000             $248,000

                                                                           2014                                              $60,000                                              $70,000                                  $70,000              $60,000             $260,000


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

    (*)                                             Represents provision for estimated losses on vacation ownership contract receivables originated during the period, which is recorded as a
                                                    contra revenue to vacation ownership interest sales on the Consolidated Statements of Income.


                                                                                                                 Table 3

                                                                                                                (2 of 2)


                                                                 Wyndham Worldwide Corporation

                                                                     OPERATING STATISTICS


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


    Hotel Group


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



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


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


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



    Destination Network


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




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



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



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



    Vacation Ownership


    Gross Vacation Ownership Interest Sales: Represents sales of vacation ownership interest (VOIs), including
     WAAM sales, before the net effect of percentage-of-completion accounting and loan loss provisions. We
     believe gross VOI sales provide an enhanced understanding of the performance of our vacation ownership
     business because it directly measures the sales volume of this business during a given reporting period.
     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 2014-2017.
    -------------------------------------------------------------------------------------------------------




    General


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


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



                                                                                                                                                                                                                              Table 4

                                                                                                                   Wyndham Worldwide Corporation

                                                                                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND RECONCILIATION OF FREE CASH FLOWS

                                                                                                                           (In millions)

                                                                                                                            (Unaudited)



    Condensed Consolidated Statements of Cash Flows:

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

                                                                                                                                                                                        2017                             2016
                                                                                                                                                                                        ----                             ----

    Net cash provided by operating activities                                                                                                                                                                $238               $261


    Net cash used in investing activities                                                                                                                                                                    (79)              (90)


    Net cash used in financing activities                                                                                                                                                                   (124)              (27)


    Effect of changes in exchange rates on cash and cash equivalents                                                                                                                                            2                  3


    Net increase in cash and cash equivalents                                                                                                                                                                 $37               $147
                                                                                                                                                                                                              ===               ====



    Free Cash Flow:


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

    We believe free cash flow to be a useful operating performance measure to evaluate the ability of our operations to generate cash for uses other than capital expenditures and, after debt service and other
     obligations, our ability to grow our business through acquisitions, development advances and equity investments, as well as our ability to return cash to shareholders through dividends and share repurchases. A
     limitation of using free cash flow versus the GAAP measures 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,
                                                                                                                                                                ----------------------------

                                                                                                                                                                                        2017                             2016
                                                                                                                                                                                        ----                             ----

    Net cash provided by operating activities                                                                                                                                                                $238               $261

    Less: Property and equipment additions                                                                                                                                                                   (35)              (43)

    Free cash flow                                                                                                                                                                                             $203               $218
                                                                                                                                                                                                               ====               ====



                                                                                                                                                                                                                                                                                                                                                                                                                Table 5


                                                                                                                                                                                                               Wyndham Worldwide Corporation

                                                                                                                                                                                                            REVENUE DETAIL BY REPORTABLE SEGMENT

                                                                                                                                                                                                                       (In millions)



                                                                                                                                                                                                   2017                                                           2016
                                                                                                                                                                                                   ----                                                           ----

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

    Hotel Group

                                                                Royalties and Franchise Fees                                                                            $79                              N/A                             N/A                   N/A                    N/A                    $74                      $94                      $105                       $94                           $367

                                                                 Marketing, Reservation and Wyndham Rewards Revenues
                                                                 (a)                                                                                 83                              N/A                             N/A                         N/A                   N/A                    83                     103                      125                        92                       405

                                                                Hotel Management Reimbursable Revenues (b)                                           66                              N/A                             N/A                         N/A                   N/A                    67                      71                       67                        65                       271

                                                                Intersegment Trademark Fees                                                                              13                              N/A                             N/A                   N/A                    N/A                     13                       15                        16                        14                             56

                                                                Owned Hotel Revenues                                                                                     23                              N/A                             N/A                   N/A                    N/A                     27                       19                        17                        17                             81

                                                                Ancillary Revenues (c)                                                                                   34                              N/A                             N/A                   N/A                    N/A                     31                       32                        34                        34                            129

                                                                Total Hotel Group                                                                                       298                              N/A                             N/A                   N/A                    N/A                    295                      334                       364                       316                          1,309



    Destination Network

                                                                Exchange Revenues                                                                                       183                              N/A                             N/A                   N/A                    N/A                    182                      159                       159                       145                            645

                                                                Rental Revenues                                                                                         184                              N/A                             N/A                   N/A                    N/A                    183                      202                       304                       151                            840

                                                                Ancillary Revenues (d)                                                                                   24                              N/A                             N/A                   N/A                    N/A                     20                       23                        23                        21                             86

                                                                Total Destination Network                                                                               391                              N/A                             N/A                   N/A                    N/A                    385                      384                       486                       317                          1,571



    Vacation Ownership

                                                                Vacation Ownership Interest Sales                                                                       351                              N/A                             N/A                   N/A                    N/A                    342                      409                       441                       415                          1,606

                                                                Consumer Financing                                                                                      111                              N/A                             N/A                   N/A                    N/A                    107                      108                       112                       113                            440

                                                                Property Management Fees and Reimbursable Revenues                                  175                              N/A                             N/A                         N/A                   N/A                   164                     161                      168                       168                       660

                                                                WAAM Fee-for-Service Commissions                                                      2                              N/A                             N/A                         N/A                   N/A                    17                      16                       13                         -                       46

                                                                Ancillary Revenues (e)                                                                                    9                              N/A                             N/A                   N/A                    N/A                     11                       11                        10                         9                             42

                                                                Total Vacation Ownership                                                                                648                              N/A                             N/A                   N/A                    N/A                    641                      705                       744                       705                          2,794


    Total Reportable Segments                                                                                                                                     $1,337                              N/A                             N/A                   N/A                    N/A                 $1,321                   $1,423                    $1,594                    $1,338                         $5,674
                                                                                                                                                                  ======                              ===                             ===                   ===                    ===                 ======                   ======                    ======                    ======                         ======



                                                                                                                                                                                                   2015                                                           2014
                                                                                                                                                                                                   ----                                                           ----

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

    Hotel Group

                                                                Royalties and Franchise Fees                                                                            $74                              $96                             $103                    $87                    $361                     $68                      $88                      $100                       $83                           $339

                                                                 Marketing, Reservation and Wyndham Rewards Revenues
                                                                 (a)                                                                                 96                              108                              112                           92                    407                     76                     101                      117                        91                       385

                                                                Hotel Management Reimbursable Revenues (b)                                           61                               71                               73                           68                    273                     37                      39                       39                        39                       154

                                                                Intersegment Trademark Fees                                                                              12                               15                               16                     15                      57                       9                       11                        11                        10                             41

                                                                Owned Hotel Revenues                                                                                     25                               20                               16                     19                      79                      24                       20                        18                        20                             81

                                                                Ancillary Revenues (c)                                                                                   24                               24                               37                     33                     120                      23                       24                        30                        24                            101

                                                                Total Hotel Group                                                                                       292                              334                              357                    314                   1,297                     237                      283                       315                       267                          1,101



    Destination Network

                                                                Exchange Revenues                                                                                       185                              161                              157                    146                     649                     187                      168                       162                       150                            667

                                                                Rental Revenues                                                                                         166                              200                              296                    144                     807                     176                      217                       331                       144                            868

                                                                Ancillary Revenues (d)                                                                                   18                               22                               23                     20                      82                      16                       17                        19                        17                             69

                                                                Total Destination Network                                                                               369                              383                              476                    310                   1,538                     379                      402                       512                       311                          1,604



    Vacation Ownership

                                                                Vacation Ownership Interest Sales                                                                       336                              417                              448                    403                   1,604                     303                      382                       415                       385                          1,485

                                                                Consumer Financing                                                                                      104                              105                              108                    109                     427                     105                      106                       108                       108                            427

                                                                Property Management Fees and Reimbursable Revenues                                  153                              149                              159                          155                    615                    143                     145                      150                       142                       581

                                                                WAAM Fee-for-Service Commissions                                                     12                               19                               23                           28                     83                     33                      30                       18                        16                        98

                                                                Ancillary Revenues (e)                                                                                   12                                9                               12                     11                      43                       9                       10                        13                        17                             47

                                                                Total Vacation Ownership                                                                                617                              699                              750                    706                   2,772                     593                      673                       704                       668                          2,638


    Total Reportable Segments                                                                                                                                     $1,278                           $1,416                           $1,583                 $1,330                  $5,607                  $1,209                   $1,358                    $1,531                    $1,246                         $5,343
                                                                                                                                                                  ======                           ======                           ======                 ======                  ======                  ======                   ======                    ======                    ======                         ======



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

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

    (b)                                                          Primarily represents payroll costs in the hotel management business that the Company pays on behalf of property owners and for which it is reimbursed by the property
                                                                 owners. During 2014, reimbursable revenues of $2 million in each of Q1, Q2 and Q3 and $1 million in Q4 were charged to the Company's vacation ownership business and
                                                                 were eliminated in consolidation.

    (c)                                                         Primarily includes additional services provided to franchisees and managed properties and fees related to our co-branded credit card program.

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

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


                                                                                                                                                                                                                                           Table 6


                                                                                                                                                     Wyndham Worldwide Corporation

                                                                                                                                                         BRAND SYSTEM DETAILS



                                                                                                                       As of and For the Three Months Ended March 31, 2017
                                                                                                                     ---------------------------------------------------

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


    Hotel Group

    Super 8                                                                                                                   2,839                                               179,268                52.7%                $44.35                 $23.39


    Days Inn                                                                                                                  1,786                                               142,872                45.2%                $65.14                 $29.44


    Ramada                                                                                                                      862                                               120,647                50.0%                $69.58                 $34.82


    Wyndham Hotels and Resorts                                                                                                  254                                                55,694                53.1%               $101.23                 $53.75


    Howard Johnson                                                                                                              367                                                42,318                45.8%                $57.08                 $26.12


    Baymont                                                                                                                     437                                                34,519                46.1%                $66.85                 $30.79


    Travelodge                                                                                                                  406                                                29,725                43.4%                $66.41                 $28.85


    Microtel Inns & Suites by Wyndham                                                                                           336                                                24,226                52.1%                $65.65                 $34.21


    Knights Inn                                                                                                                 370                                                22,589                41.5%                $48.78                 $20.25


    TRYP by Wyndham                                                                                                             115                                                16,223                58.0%                $73.59                 $42.67


    Wingate by Wyndham                                                                                                          153                                                14,073                57.1%                $85.49                 $48.79


    Hawthorn Suites by Wyndham                                                                                                  108                                                10,633                61.6%                $82.74                 $50.98


    Dolce                                                                                                                        21                                                 4,747                46.8%               $154.48                 $72.36


    Dazzler                                                                                                                      12                                                 1,525                63.4%                $91.84                 $58.25


    Esplendor                                                                                                                    10                                                   698                66.1%                $92.14                 $60.90


                                                                                                                              8,076                                               699,757                49.5%                $64.04                 $31.73

             Total Hotel Group


    Vacation Ownership

    Wyndham Vacation Ownership resorts                                                                                          221                                                24,859                  N/A                   N/A                   N/A
                                                                                                                                ---                                                ------


                                                                                                                              8,297                                               724,616

             Total Wyndham Worldwide




                                                                                                                     As of and For the Three Months Ended March 31, 2016
                                                                                                                     ---------------------------------------------------

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


    Hotel Group

    Super 8                                                                                                                   2,665                                               170,454                51.5%                $45.73                 $23.54


    Days Inn                                                                                                                  1,791                                               143,212                44.3%                $63.81                 $28.28


    Ramada                                                                                                                      837                                               117,409                49.0%                $73.76                 $36.12


    Wyndham Hotels and Resorts                                                                                                  228                                                49,952                54.7%               $103.78                 $56.73


    Howard Johnson                                                                                                              381                                                41,555                44.1%                $59.74                 $26.33


    Baymont                                                                                                                     416                                                33,070                44.9%                $66.07                 $29.66


    Travelodge                                                                                                                  406                                                29,760                45.3%                $63.18                 $28.63


    Microtel Inns & Suites by Wyndham                                                                                           333                                                24,045                51.1%                $63.64                 $32.52


    Knights Inn                                                                                                                 381                                                23,258                41.5%                $48.76                 $20.22


    TRYP by Wyndham                                                                                                             120                                                17,274                54.8%                $72.93                 $39.97


    Wingate by Wyndham                                                                                                          149                                                13,610                56.3%                $86.52                 $48.70


    Hawthorn Suites by Wyndham                                                                                                  105                                                10,466                62.3%                $82.76                 $51.57


    Dolce                                                                                                                        22                                                 5,080                45.5%               $152.13                 $69.17


                                                                                                                              7,834                                               679,145                48.6%                $64.93                 $31.59

            Total Hotel Group


    Vacation Ownership

    Wyndham Vacation Ownership resorts                                                                                          216                                                24,442                  N/A                   N/A                   N/A
                                                                                                                                ---                                                ------


                                                                                                                              8,050                                               703,587

            Total Wyndham Worldwide



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



                                                                                                                                                                                           Table 7



                                                                                           Wyndham Worldwide Corporation

                                                                              NON-GAAP RECONCILIATION OF ADJUSTED NET INCOME AND EPS

                                                                                       (In millions, except per share data)


                                                                                                              Location on Consolidated      Three Months Ended March 31,
                                                                                                                Statements of Income
                                                                                                                --------------------

                                                                                                                                       2017                                      2016
                                                                                                                                       ----                                      ----

    Diluted weighted average shares outstanding                                                                                                                              106            114


    Diluted EPS                                                                                                                                                             $1.33          $0.84


    Net income                                                                                                                                                               $141            $96


    Adjustments:

                                                                                     Restructuring                                                                             7              -

            Restructuring costs (a)

                                                                                     Asset impairments                                                                         5              -

            Asset impairments (b)

                                                                                     Operating                                                                                 -            24

            Venezuela currency devaluation (c)

                                                                                     Early extinguishment of debt                                                              -            11

            Early extinguishment of debt (d)


                                                                                                                                                                    12                35

                                                 Total adjustments before tax

                                                                                     Provision for income taxes                                                             (33)           (4)

            Income tax (benefit)/expense (e) (f)


    Total adjustments after tax                                                                                                                                             (21)            31


    Adjustments - EPS impact                                                                                                                                             $(0.19)         $0.27


    Adjusted Net income                                                                                                                                                     $120           $127
                                                                                                                                                                            ====           ====


    Adjusted diluted EPS                                                                                                                                                   $1.14          $1.12
                                                                                                                                                                           =====          =====



    Note: Amounts may not add due to rounding.


    (a)                     Relates to expenses associated
                            with restructuring initiatives
                            at the Company's corporate
                            operations which focused on
                            rationalizing its sourcing
                            function and outsourcing
                            certain information technology
                            functions as well at its Hotel
                            Group segment which primarily
                            focused on realigning its brand
                            operations.

    (b)                     Represents a non-cash
                            impairment charge related to
                            the write-down of assets
                            resulting from the decision to
                            abandon a new product
                            initiative at the Company's
                            vacation ownership business.

    (c)                     Represents the impact from the
                            devaluation of the exchange
                            rate of Venezuela at the
                            Company's destination network
                            business.

    (d)                     Represents costs incurred in
                            connection with the Company's
                            early repurchase of its 6.0%
                            senior unsecured notes.

    (e)                     The amount for 2017 relates to
                            (i) the tax effect of the
                            adjustments and (ii) a tax
                            benefit on foreign currency
                            losses recognized from an
                            internal restructuring.

    (f)                     The amount for 2016 relates to
                            the tax effect of the
                            adjustments. There was no tax
                            benefit associated with the $24
                            million Venezuela currency
                            devaluation adjustment.


    The above tables reconcile certain non-GAAP financial measures.  The
     presentation of these adjustments is intended to permit the
     comparison of particular adjustments as they appear in the income
     statement in order to assist investors' understanding of the overall
     impact of such adjustments.  In addition to GAAP financial measures,
     the Company provides adjusted net income and adjusted EPS financial
     measures to assist our investors in evaluating our ongoing operating
     performance for the current reporting period and, where provided,
     over different reporting periods, by adjusting for certain items
     which may be recurring or non-recurring and which in our view do
     not necessarily reflect ongoing performance.  We also internally use


                                                                                                                                                                    Table 8

                                                                                                                                                                   (1 of 3)

                                                                              Wyndham Worldwide Corporation

                                                             NON-GAAP RECONCILIATION OF ADJUSTED EBITDA BY REPORTABLE SEGMENT

                                                                                      (In millions)




                                                                                  Restructuring                                         Asset             Adjusted

                                                      EBITDA                        Costs(b)                                       Impairments (c)          EBITDA
                                                      ------                         -------                                        --------------          ------

    Three months ended March 31, 2017

    Hotel Group                                                          $85                                                    $1                 $    -              $85

    Destination Network                                                  102                                                     -                     -              102

    Vacation Ownership                                                   118                                                     -                     5               124
                                                                         ---                                                   ---                   ---               ---

    Total Reportable Segments                                           305                                                     1                      5               311

    Corporate and Other (a)                                            (39)                                                    6                      -             (33)
                                                                        ---                                                   ---                    ---              ---

    Total Company                                                       $266                                                    $7                     $5              $278
                                                                        ====                                                   ===                    ===              ====



    Note: Amounts may not add across due to rounding.


                    Includes the
                     elimination
                     of
                     transactions
                     between
    (a)              segments.

                    Relates to
                     expenses
                     associated
                     with
                     restructuring
                     initiatives
                     at the
                     Company's
                     corporate
                     operations
                     which
                     focused on
                     rationalizing
                     its sourcing
                     function and
                     outsourcing
                     certain
                     information
                     technology
                     functions as
                     well at its
                     Hotel Group
                     segment
                     which
                     primarily
                     focused on
                     realigning
                     its brand
    (b)              operations.

    (c)              Represents a
                     non-cash
                     impairment
                     charge
                     related to
                     the write-
                     down of
                     assets
                     resulting
                     from the
                     decision to
                     abandon a
                     new product
                     initiative.


                                                                                                                                                                                                                                                                                                                                                Table 8

                                                                                                                                                                                                                                                                                                                                               (2 of 3)

                                                                                                                                                                                                    Wyndham Worldwide Corporation

                                                                                                                                                                                   NON-GAAP RECONCILIATION OF ADJUSTED EBITDA BY REPORTABLE SEGMENT

                                                                                                                                                                                                            (In millions)



                                                                                                                                             Venezuela                                                                                                                                             Executive             Bargain

                                                                                                                                 Currency                Acquisition     Legacy                           Restructuring                    Contract        Departure              Purchase          Adjusted

                                                                                                                EBITDA        Devaluation(b)               Costs(c)     Costs(d)                            Costs(e)                   Termination(f)      Costs (g)              Gain (h)           EBITDA
                                                                                                                ------        -------------                -------       -------                             -------                    -------------       --------               -------           ------

    Three months ended March 31, 2016

    Hotel Group                                                                                                           $84                          $              -          $                  -                            $                 -    $              -     $               -            $       -           $       -           $84

    Destination Network                                                                                                    81                                        24                              -                                              -                   -                     -                    -                   -           105

    Vacation Ownership                                                                                                    136                                         -                             -                                              -                   -                     -                    -                   -           136
                                                                                                                          ---                                       ---                           ---                                            ---                 ---                   ---                  ---                 ---           ---

    Total Reportable Segments                                                                                            301                                        24                              -                                              -                   -                     -                    -                   -           325

    Corporate and Other (a)                                                                                             (34)                                        -                             -                                              -                   -                     -                    -                   -          (34)
                                                                                                                         ---                                       ---                           ---                                            ---                 ---                   ---                  ---                 ---           ---

    Total Company                                                                                                        $267                                       $24           $                  -                            $                 -    $              -     $               -            $       -           $       -          $291
                                                                                                                         ====                                       ===         ===                ===                          ===               ===  ===            ===   ===             ===          ===     ===         ===     ===          ====


    Three months ended June 30, 2016

    Hotel Group                                                                                                          $101                          $              -          $                  -                            $                 -    $              -     $               -            $       -           $       -          $101

    Destination Network                                                                                                    85                                         -                             1                                                                   -                     -                    -                   -            85

    Vacation Ownership                                                                                                    187                                         -                             -                                              -                   -                     -                    -                   -           187
                                                                                                                          ---                                       ---                           ---                                            ---                 ---                   ---                  ---                 ---           ---

    Total Reportable Segments                                                                                            373                                         -                             1                                               -                   -                     -                    -                   -           373

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

    Total Company                                                                                                        $340                          $              -                            $1                             $                 -    $              -     $               -            $       -           $       -          $340
                                                                                                                         ====                        ===            ===                           ===                           ===               ===  ===            ===   ===             ===          ===     ===         ===     ===          ====


    Three months ended September 30, 2016

    Hotel Group                                                                                                          $107                          $              -          $                  -                            $                 -                  $3                     $7             $       -           $       -          $117

    Destination Network                                                                                                   138                                         -                             -                                              -                   4                      -                    -                   -           142

    Vacation Ownership                                                                                                    189                                         -                             -                                              -                   6                      -                    -                   -           195
                                                                                                                          ---                                       ---                           ---                                            ---                 ---                    ---                  ---                 ---           ---

    Total Reportable Segments                                                                                            434                                         -                             -                                              -                  13                      7                     -                   -           454

    Corporate and Other (a)                                                                                             (32)                                        -                                                                          (1)                   1                      -                    -                   -          (31)
                                                                                                                         ---                                       ---                                                                          ---                  ---                    ---                  ---                 ---           ---

    Total Company                                                                                                        $402                          $              -          $                  -                                           $(1)                 $14                     $7             $       -           $       -          $423
                                                                                                                         ====                        ===            ===        ===                ===                                            ===                  ===                    ===           ===     ===         ===     ===          ====


    Three months ended December 31, 2016

    Hotel Group                                                                                                           $99                          $              -                            $1                             $                 -                $(1)     $               -            $       -           $       -           $99

    Destination Network                                                                                                    53                                         -                             1                                               -                   -                     -                    -                 (2)            52

    Vacation Ownership                                                                                                    182                                         -                                                                            -                   2                      -                    6                    -           191
                                                                                                                          ---                                       ---                                                                          ---                 ---                    ---                  ---                  ---           ---

    Total Reportable Segments                                                                                            334                                         -                             2                                               -                   1                      -                    6                  (2)           342

    Corporate and Other (a)                                                                                             (12)                                        -                             -                                           (11)                   -                     -                    -                   -          (24)
                                                                                                                         ---                                       ---                           ---                                            ---                  ---                   ---                  ---                 ---           ---

    Total Company                                                                                                        $322                          $              -                            $2                                           $(11)                  $1      $               -                   $6                 $(2)          $318
                                                                                                                         ====                        ===            ===                           ===                                            ====                  ===    ===             ===                  ===                  ===           ====


    Twelve months ended December 31, 2016

    Hotel Group                                                                                                          $391                          $              -                            $1                             $                 -                  $2                     $7             $       -           $       -          $401

    Destination Network                                                                                                   356                                        24                              1                                               -                   5                      -                    -                 (2)           385

    Vacation Ownership                                                                                                    694                                         -                             -                                              -                   8                      -                    6                    -           708
                                                                                                                          ---                                       ---                           ---                                            ---                 ---                    ---                  ---                  ---           ---

    Total Reportable Segments                                                                                          1,441                                        24                              2                                               -                  15                      7                     6                  (2)         1,494

    Corporate and Other (a)                                                                                            (110)                                        -                             -                                           (11)                   -                     -                    -                   -         (121)
                                                                                                                        ----                                       ---                           ---                                            ---                  ---                   ---                  ---                 ---          ----

    Total Company                                                                                                      $1,331                                       $24                             $2                                           $(11)                 $15                     $7                    $6                 $(2)        $1,373
                                                                                                                       ======                                       ===                            ===                                            ====                  ===                    ===                   ===                  ===         ======


    Note: Amounts may not add across due to rounding. The sum of the quarters may not add down due to rounding.


    (a) Includes the elimination of transactions between segments.

    (b) Represents the impact from the devaluation of the exchange rate of Venezuela.

    (c) Represents costs related to acquisitions.

    (d)  Relates to a benefit from adjustments to certain contingent liabilities from the Company's separation
         from Cendant.

    (e)  Relates to costs incurred due to enhancing organizational efficiency and rationalizing existing
         facilities across the Company.

    (f) Relates to additional costs associated with the termination of a management contract.

    (g)  Represents costs associated with the departure of the chief executive officer at the Company's vacation
         ownership business.

    (h) Represents a gain from a bargain purchase on an acquisition of a vacation rentals business.



                                                                                                                                                                                                                                                                                                   Table 8

                                                                                                                                                                                                                                                                                                  (3 of 3)

                                                                                                                                                                                               Wyndham Worldwide Corporation

                                                                                                                                                                              NON-GAAP RECONCILIATION OF ADJUSTED EBITDA BY REPORTABLE SEGMENT

                                                                                                                                                                                             SHARED-BASED COMPENSATION EXPENSE

                                                                                                                                                                                               (In millions)



    The following tables provide detail regarding share-based compensation expense which is included within adjusted EBITDA:



                                                                                                                                                                                                                                                              2017
                                                                                                                                                                                                                                                              ----

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

    Adjusted EBITDA                                                                                                                                                                                      $278                                           N/A            N/A               N/A         N/A

                                                                                                        Share-based compensation expense (*)                                                                  14                                           N/A            N/A               N/A         N/A


    Adjusted EBITDA excluding share-based compensation expense                                                                                                                                           $292                                           N/A            N/A               N/A         N/A
                                                                                                                                                                                                         ====                                           ===            ===               ===         ===




                                                                                                                                                                                                                                                              2016
                                                                                                                                                                                                                                                              ----

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

    Adjusted EBITDA                                                                                                                                                                                      $291                                          $340            $423               $318       $1,373

                                                                                                        Share-based compensation expense (*)                                                                  13                                            20              14                 13           61


    Adjusted EBITDA excluding share-based compensation expense                                                                                                                                           $304                                          $360            $437               $331       $1,434
                                                                                                                                                                                                         ====                                          ====            ====               ====       ======



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

                                                                                                 (*)     Excludes share-based compensation expenses for which there was no impact on adjusted EBITDA. Such costs amounted to $1 million during Q1
                                                                                                         2017. During 2016, such costs amounted to $1 million during Q1, Q2 and Q3, and $4 million during Q4 and $7 million for the full year. The
                                                                                                         Company believes providing adjusted EBITDA with the additional exclusion of share-based compensation expense assists our investors and
                                                                                                         management by providing an additional financial measure to evaluate ongoing operations by excluding the variations among companies in
                                                                                                         timing, amount and reporting of share-based compensation expense, which may differ significantly among companies.


                                                                                                                                                                                                                                                     Table 9

                                                                                                                                                    Wyndham Worldwide Corporation

                                                                                                                                             NON-GAAP RECONCILIATION OF GROSS VOI SALES

                                                                                                                                                            (In millions)



    GROSS VOI SALES
    ---------------

    We believe gross vacation ownership sales provide an enhanced understanding of the performance of our vacation ownership
    business because it directly measures the sales volume of this business during a given reporting period.






    The following table provides a reconciliation of Gross VOI sales (see Table 3) to vacation ownership interest sales (see Table 5):


                                                                 Year
                                                                 ----

                                                                  2017                                                                  Q1            Q2                  Q3            Q4            Full Year
                                                                 ----                                                                  ---            ---                ---            ---           ---------


    Gross VOI sales                                                                                                                                            $439                $              N/A              $      N/A      $     N/A       $      N/A

    Less: Sales under WAAM Fee-for-Service                                                                                                                    (3)                              N/A                     N/A            N/A              N/A
                                                                                                                                                              ---                               ---                     ---            ---              ---

    Gross VOI sales, net of WAAM Fee-for-Service sales                                                                                                        436                               N/A                     N/A            N/A              N/A

    Less: Loan loss provision                                                                                                                                (85)                              N/A                     N/A            N/A              N/A
                                                                                                                                                                                                                                      ---

    Vacation ownership interest sales                                                                                                                        $351                $              N/A              $      N/A      $     N/A       $      N/A
                                                                                                                                                             ====              ===              ===            ===      ===    ===     ===     ===      ===


                                                                  2016
                                                                 ----


    Gross VOI sales                                                                                                                                            $428                              $518                     $564            $502            $2,012

    Less: Sales under WAAM Fee-for-Service                                                                                                                   (23)                             (20)                    (20)            (1)             (64)
                                                                                                                                                              ---                               ---                      ---             ---               ---

    Gross VOI sales, net of WAAM Fee-for-Service sales                                                                                                        405                               498                      544             501             1,948

    Less: Loan loss provision                                                                                                                                (63)                             (90)                   (104)           (86)            (342)

    Vacation ownership interest sales                                                                                                                        $342                              $409                     $441            $415            $1,606
                                                                                                                                                             ====                              ====                     ====            ====            ======


                                                                  2015
                                                                 ----


    Gross VOI sales                                                                                                                                            $390                              $502                     $565            $507            $1,965

    Less: Sales under WAAM Fee-for-Service                                                                                                                   (21)                             (26)                    (37)           (42)            (126)
                                                                                                                                                              ---                               ---                      ---             ---              ----

    Gross VOI sales, net of WAAM Fee-for-Service sales                                                                                                        369                               477                      528             464             1,838

    Less: Loan loss provision                                                                                                                                (46)                             (60)                    (78)           (64)            (248)

    Less: Impact of percentage-of-completion accounting                                                                                                        13                                 -                     (2)              2                13

    Vacation ownership interest sales                                                                                                                        $336                              $417                     $448            $403            $1,604
                                                                                                                                                             ====                              ====                     ====            ====            ======


                                                                  2014
                                                                 ----


    Gross VOI sales                                                                                                                                            $410                              $496                     $513            $470            $1,889

    Less: Sales under WAAM Fee-for-Service                                                                                                                   (44)                             (40)                    (27)           (21)            (132)
                                                                                                                                                              ---                               ---                      ---             ---              ----

    Gross VOI sales, net of WAAM Fee-for-Service sales                                                                                                        366                               456                      486             449             1,757

    Less: Loan loss provision                                                                                                                                (60)                             (70)                    (70)           (60)            (260)

    Less: Impact of percentage-of-completion accounting                                                                                                       (3)                              (4)                     (1)            (4)             (12)

    Vacation ownership interest sales                                                                                                                        $303                              $382                     $415            $385            $1,485
                                                                                                                                                             ====                              ====                     ====            ====            ======

    _____________

    Note: Amounts may not add due to rounding.




    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
                                                                                                                                         ---            ---                ---            ---           ---------


                                                                  2017                                                                                        $25                $              N/A              $      N/A      $     N/A       $      N/A

                                                                  2016                                                                                        $25                               $22                      $31             $30              $108

                                                                  2015                                                                                        $24                               $17                      $32             $27              $100

                                                                  2014                                                                                        $25                               $21                      $27             $24               $97



                                                                                                                                                      Table 10

                                                                       Wyndham Worldwide Corporation

                                                                          2017 OUTLOOK -  NON-GAAP

                                                                    (In millions, except per share data)



                                                                                         Outlook (a)       Outlook (a)

                                                                                         As Adjusted       As Adjusted

                                                                                         (Non-GAAP)         (Non-GAAP)
                                                                                         ---------          ---------

                                                                                             Low                               High
                                                                                             ---                               ----


    Net revenues                                                                                                  $5,800                               $5,950



    Adjusted EBITDA                                                                                               $1,410                               $1,440

    Depreciation and amortization                                                                                 (268)                               (263)

    Interest expense, net                                                                                         (146)                               (142)
                                                                                                                   ----                                 ----

    Adjusted income before taxes                                                                                    995                                1,028

    Income taxes                                                                                                  (364)                               (376)
                                                                                                                   ----                                 ----

    Adjusted net income                                                                                             $631                                 $652
                                                                                                                    ====                                 ====


    Adjusted diluted earnings per share                                                                            $5.98                                $6.18


    Diluted shares                                                                                                105.5                                105.5



    In determining adjusted EBIDTA, adjusted Net Income and adjusted EPS, the Company excludes certain items which are otherwise included in
     determining the comparable GAAP financial measures. A description of the adjustments which have been applicable in determining adjusted EBITDA,
     adjusted Net Income and adjusted EPS is included in Tables 7 and 8.  The Company is providing outlook on a non-GAAP basis because the Company
     is unable to predict with reasonable certainty the totality or ultimate outcome or occurrence of potential adjustments for the forward-looking
     period, which can be dependent on future events that may not be reliably predicted, such as acquisitions, legacy expenses, restructuring events,
     asset impairments, contract terminations, currency devaluations, or early extinguishment of debt instruments. Based on past reported results,
     where one or more of these items have been applicable, such excluded special items could be material, individually or in the aggregate, to the
     reported results. See Tables 7 and 8 for historical adjustments.


              (a)     Outlook
                      represents
                      Company's
                      approximate
                      projection of
                      performance
                      for the
                      outlook
                      period.
                      Projections
                      may not total
                      because the
                      Company does
                      not expect the
                      actual results
                      of all items
                      to be at the
                      precise amount
                      simultaneously.


                                                                                                                                                                                                                                                                                                                               Table 11

                                                                                                                                                                  Wyndham Worldwide Corporation

                                                                                                                                          NON-GAAP RECONCILIATION - CONSTANT CURRENCY, CURRENCY NEUTRAL AND ACQUISITIONS

                                                                                                                                                               (In millions, except per share data)


    The Company reports certain current year period financial measures on a constant currency and currency-neutral basis and excluding the impact of acquisitions.  The Company believes providing certain financial measures on a constant currency and currency-neutral basis as well as excluding the impact of
     acquisitions assists management and investors in better understanding underlying results and trends by excluding the impact of period over period changes in foreign exchange rates and changes resulting from acquisitions.


    Constant currency results assume foreign results are translated from foreign currencies to the U.S. dollar at exchange rates consistent with those in the comparable period.


    Currency Neutral results (i) assume foreign results are translated from foreign currencies to the U.S. dollar at exchange rates consistent with those in the comparable period and (ii) eliminating foreign exchange related activities such as foreign exchange hedges, balance sheet remeasurements, currency
     devaluations and/or other adjustments.


    Acquisition results are defined as the incremental period over period changes in the Company's results directly attributable to acquisitions.


    Revenues in Constant Currency and Excluding Acquisitions:                                                                                                                                                                             Three Months Ended March 31,
                                                                                                                                                                                                                                          ----------------------------

                                                                                                                                                                                                                                                2017                               2016                             % Change
                                                                                                                                                                                                                                                ----                               ----                             --------

    Destination Network revenue as reported                                                                                                                                                                                                                    $391                                              $385             2%

                                                            Adjustments:

                                                                                                                                                                                       9                                                                              -                            *

                                                                    Foreign currency - constant currency

                                                                                                                                                                                    (13)                                                                             -                            *

                                                                    Incremental revenues from acquisitions

                                                             Total Destination Network revenues in constant currency and excluding
                                                             acquisitions                                                                                                                                                      $387                                              $385                                  1%



    Rental revenue as reported                                                                                                                                                                                                                                 $184                                              $183             1%

                                                            Adjustments:

                                                                                                                                                                                       9                                                                              -                            *

                                                                     Foreign currency - constant currency

                                                                                                                                                                                     (9)                                                                             -                            *

                                                                     Incremental revenues from acquisitions

                                                            Total Rental revenues in constant currency and excluding acquisitions                                                                                              $184                                              $183                                  1%



    Currency-neutral Adjusted EBITDA:                                                                                                                                                                                                     Three months ended March 31,
                                                                                                                                                                                                                                          ----------------------------

                                                                                                                                                                                                                                                2017                               2016                             % Change
                                                                                                                                                                                                                                                ----                               ----                             --------

    Hotel Group EBITDA (a)                                                                                                                                                                                                                                      $85                                               $84             1%

                                                            Adjustments:

                                                                                                                                                                                       1                                                                              -                            *

                                                                    Foreign currency - currency-neutral

                                                            Hotel Group Currency-neutral EBITDA                                                                                                                                 $86                                               $84                                  2%



    Destination Network Adjusted EBITDA (a)                                                                                                                                                                                                                    $102                                              $105            -3%

                                                            Adjustments:

                                                                      Incremental EBITDA from acquisitions                                                                                                                      (2)                                                                                          *

                                                                                                                                                                                                                                                                     -
                                                                                                                                                                                                                                                                   ---

    Destination Network Adjusted EBITDA                                                                                                                                                                                                                        $100                                               105            -5%

                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                                                               ===

              excluding acquisitions
              ----------------------


    *                                                       Not meaningful.

    (a)                                                     See Table 8 for a reconciliation of EBITDA to Adjusted EBITDA and Table 2 for a reconciliation of Net Income to EBITDA.



                                                                                                                                                                                               Table 12

                                                                                                       Wyndham Worldwide Corporation

                                                                                                             SCHEDULE OF DEBT

                                                                                                               (In millions)


                                                                                                                                     March 31,             December 31,  March 31,

                                                                                                                                           2017                     2016               2016
                                                                                                                                           ----                     ----               ----


    Securitized vacation ownership debt: (a)

       Term notes                                                                                                                               $1,902                       $1,857         $2,005

       Bank conduit facility (b)                                                                                                                  236                          284            121
                                                                                                                                                                              ---            ---

    Total securitized vacation ownership debt (c)                                                                                               2,138                        2,141          2,126

    Less: Current portion of securitized vacation ownership debt                                                                                  191                          195            207

    Long-term securitized vacation ownership debt                                                                                               $1,947                       $1,946         $1,919
                                                                                                                                                ======                       ======         ======



    Debt:

       Revolving credit facility (due July 2020) (d)                                                                                                $8                          $14            $10

       Commercial paper (e)                                                                                                                       221                          427            343

       Term loan (due March 2021)                                                                                                                 324                          323            323

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

                                                                 $14 million 5.75% senior unsecured notes (due February 2018) (g)                  14                           14             14

                                                                   $450 million 2.50% senior unsecured notes (due March 2018) (g)                 449                          449            448

                                                                       $40 million 7.375% senior unsecured notes (due March 2020)                  40                           40             40

                                                                      $250 million 5.625% senior unsecured notes (due March 2021)                 248                          248            247

                                                                       $650 million 4.25% senior unsecured notes (due March 2022)                 648                          648            648

                                                                       $400 million 3.90% senior unsecured notes (due March 2023)                 406                          407            408

                                                                       $300 million 4.15% senior unsecured notes (due April 2024)                 297                            -             -

                                                                     $350 million 5.10% senior unsecured notes (due October 2025)                 339                          338            337

                                                                       $400 million 4.50% senior unsecured notes (due April 2027)                 396                            -             -

       Capital leases                                                                                                                             141                          143            158

       Other                                                                                                                                       44                           20             31
                                                                                                                                                  ---                          ---            ---

    Total long-term debt                                                                                                                             3,575                        3,371          3,306

    Less: Current portion of long-term debt                                                                                                        40                           34             45

    Long-term debt                                                                                                                              $3,535                       $3,337         $3,261
                                                                                                                                                ======                       ======         ======


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

    (b)              Represents a
                     non-
                     recourse
                     vacation
                     ownership
                     bank conduit
                     facility
                     with a term
                     through
                     August 2018
                     and
                     borrowing
                     capacity of
                     $650
                     million. As
                     of March 31,
                     2017, this
                     facility had
                     a remaining
                     borrowing
                     capacity of
                     $414
                     million.

    (c)              This debt is
                     collateralized
                     by $2,582
                     million,
                     $2,601
                     million and
                     $2,548
                     million, of
                     underlying
                     vacation
                     ownership
                     contract
                     receivables
                     and related
                     assets as of
                     March 31,
                     2017,
                     December 31,
                     2016, and
                     March 31,
                     2016,
                     respectively.

    (d)              Represents a
                     $1.5 billion
                     revolving
                     credit
                     facility
                     that expires
                     in July
                     2020. As of
                     March 31,
                     2017, the
                     Company had
                     $1 million
                     of
                     outstanding
                     letters of
                     credit.
                     After
                     considering
                     outstanding
                     commercial
                     paper
                     borrowings
                     of $221
                     million, the
                     remaining
                     borrowing
                     capacity was
                     $1.3 billion
                     as of March
                     31, 2017.

    (e)              Represents
                     commercial
                     paper
                     programs of
                     $1.25
                     billion with
                     a remaining
                     borrowing
                     capacity of
                     $1.0 billion
                     as of March
                     31, 2017.

    (f)              Classified as
                     long-term
                     as of
                     December 31,
                     2016 and
                     March 31,
                     2016 as the
                     Company had
                     the intent
                     to refinance
                     such debt on
                     a long-term
                     basis and
                     the ability
                     to do so
                     with its
                     revolving
                     credit
                     facility.

    (g)              Classified as
                     long-term
                     as of March
                     31, 2017 as
                     the Company
                     has the
                     intent to
                     refinance
                     such debt on
                     a long-term
                     basis and
                     the ability
                     to do so
                     with its
                     revolving
                     credit
                     facility.

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SOURCE Wyndham Worldwide Corporation