Wyndham Worldwide Reports Second Quarter 2015 Earnings

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

Increases Full-Year EPS Guidance

News provided by

Jul 28, 2015, 06:30 ET

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

Second Quarter Highlights:

Second quarter adjusted diluted earnings per share (EPS) was $1.32, an increase of 13% from adjusted diluted EPS of $1.17 in the second quarter of 2014. Reported diluted EPS was $1.33 in the second quarter of 2015, an increase of 11% from reported diluted EPS of $1.20 from the same period in 2014.
Revenues increased 4% compared with the second quarter of 2014. In constant currency, revenues increased 8%.
Adjusted EBITDA increased 2% compared with the second quarter of 2014. In constant currency, adjusted EBITDA increased 6%.
The Company repurchased 1.9 million shares of its common stock during the quarter for $165 million.

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

SECOND QUARTER 2015 OPERATING RESULTS

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

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

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

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

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

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

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

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

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

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

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

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

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

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

Vacation Ownership (Wyndham Vacation Ownership)

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

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

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

Other Items

The Company repurchased 1.9 million shares of common stock for $165 million during the second quarter of 2015. From July 1 through July 27, 2015, the Company repurchased an additional 0.8 million shares for $66 million. The Company's remaining share repurchase authorization totals $635 million as of July 27, 2015.
Reported net interest expense in the second quarter of 2015 was $28 million, compared with $26 million in the second quarter of 2014.

Balance Sheet Information as of June 30, 2015:

Cash and cash equivalents of $410 million, compared with $183 million at December 31, 2014
Vacation ownership contract receivables, net, of $2.7 billion, unchanged from December 31, 2014
Vacation ownership and other inventory of $1.2 billion, unchanged from December 31, 2014
Securitized vacation ownership debt of $2.1 billion, a 3% decrease from December 31, 2014
Long-term debt of $3.2 billion, compared with $2.9 billion at December 31, 2014. The remaining borrowing capacity on the revolving credit facility, net of commercial paper borrowings, was $1.0 billion as of June 30, 2015, compared to $1.3 billion from December 31, 2014

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

Outlook

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

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

Revenues of approximately $5.450 - $5.550 billion.
Adjusted EBITDA of approximately $1.285 - $1.315 billion. Guidance reflects a $38 million adverse impact from foreign exchange compared with 2014 full year results.

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

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

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company's results, outlook and guidance on Tuesday, July 28, 2015 at 8:30 a.m. EDT. Listeners may access the webcast live through the Company's website at www.wyndhamworldwide.com/investors. An archive of this webcast will be available on the website for approximately 90 days beginning at noon EDT on July 28, 2015. The conference call may also be accessed by dialing 800-369-2125 and providing the passcode "WYNDHAM." Listeners are urged to call at least 10 minutes prior to the scheduled start time. A telephone replay will be available for approximately 90 days beginning at noon EDT on July 28, 2015, at 866-443-2927.

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

Presentation of Financial Information

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

About Wyndham Worldwide Corporation

One of the world's largest hospitality companies, Wyndham Worldwide (NYSE: WYN) provides a wide range of hospitality services and products through its global portfolio of world-renowned brands. The world's largest hotel company based on the number of properties, Wyndham Hotel Group is home to many of the world's best-known hotel brands, with approximately 7,700 franchised hotels and over 668,500 hotel rooms worldwide. Wyndham Exchange & Rentals is the worldwide leader in vacation exchange and the world's largest professionally managed vacation rentals business, providing more than 5 million leisure-bound families annually with access to approximately 110,000 vacation properties in over 100 countries through its prominent exchange and vacation rental brands. The industry and timeshare ownership market leader, Wyndham Vacation Ownership develops, markets, and sells vacation ownership interests and provides consumer financing to owners through its network of over 210 vacation ownership resorts serving approximately 901,000 owners throughout the United States, Canada, Mexico, the Caribbean, and the South Pacific. Based in Parsippany, NJ, Wyndham Worldwide employs over 34,000 associates globally. For more information, please visit www.wyndhamworldwide.com.

Forward-Looking Statements

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

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include general economic conditions, the performance of the financial and credit markets, the economic environment for the hospitality industry, the impact of war, terrorist activity or political strife, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, as well as those described in the Company's Annual Report on Form 10-K, filed with the SEC on February 13, 2015. Except for the Company's ongoing obligations to disclose material information under the federal securities laws, it undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

									Table 1
									(1 of 2)
Wyndham Worldwide Corporation
OPERATING RESULTS OF REPORTABLE SEGMENTS
(In millions)


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

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


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

Reconciliation of EBITDA to Net income

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

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


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


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

									Table 1
									(2 of 2)
Wyndham Worldwide Corporation
OPERATING RESULTS OF REPORTABLE SEGMENTS
(In millions)


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

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

Reconciliation of EBITDA to Net income attributable to Wyndham shareholders

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

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

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

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

									Table 2
Wyndham Worldwide Corporation
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)


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

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

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

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

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

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

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

												Table 3
												(1 of 2)
Wyndham Worldwide Corporation
OPERATING STATISTICS

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

		Year		Q1		Q2		Q3		Q4		Full Year
Lodging ^(a)
	Number of Rooms	2015		667,400		668,500		N/A		N/A		N/A
		2014		646,900		650,200		655,300		660,800		N/A
		2013		631,800		635,100		638,300		645,400		N/A
		2012		609,300		608,300		618,100		627,400		N/A

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

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

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

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

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

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

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

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

Note: Full year amounts may not add across due to rounding.
^(a)	Includes the impact of acquisitions/dispositions from the acquisition/disposition dates forward. Therefore, the operating statistics are not presented on a comparable basis.
^(b)	The vacation exchange and rentals operating statistics excluding our U.K.-based camping business sold in Q4 2014 are as follows:

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

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


ADDITIONAL DATA

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

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

Note: Full year amounts may not add across due to rounding.
⁽^*⁾	Represents provision for estimated losses on vacation ownership contract receivables originated during the period, which is recorded as a contra revenue to vacation ownership interest sales on the Consolidated Statements of Income.

Table 3

(2 of 2)

Wyndham Worldwide Corporation

OPERATING STATISTICS

GLOSSARY OF TERMS

Lodging

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

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

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

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

Vacation Exchange and Rentals

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

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

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

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

Vacation Ownership

Gross Vacation Ownership Interest Sales: Represents sales of vacation ownership interest (VOIs), including WAAM sales, before the net effect of percentage-of-completion accounting and loan loss provisions. See Table 9 for a reconciliation of Gross VOI sales to vacation ownership interest sales.

Tours: Represents the number of tours taken by guests in our efforts to sell VOIs.

Volume per Guest (VPG): Represents Gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) divided by the number of tours. The Company has excluded non-tour upgrade sales in the calculation of VPG because non-tour upgrade sales are generated by a different marketing channel. See Table 9 for a detail of tele-sales upgrades for 2012-2015.

General

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

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

																					Table 4

Wyndham Worldwide Corporation
REVENUE DETAIL BY REPORTABLE SEGMENT
(In millions)


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

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

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


		2013										2012
			Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Lodging
	Royalties and Franchise Fees	$	64	$	79	$	91	$	75	$	309	$	62	$	80	$	88	$	71	$	301
	Marketing, Reservation and Wyndham Rewards Revenues ^(a)		73		92		118		83		365		68		99		98		80		345
	Hotel Management Reimbursable Revenues ^(b)		25		38		37		35		135		21		22		25		23		91
	Intersegment Trademark Fees		8		10		11		10		39		8		9		9		8		34
	Owned Hotel Revenues		26		20		18		19		84		8		8		7		18		41
	Ancillary Revenues ^(c)		26		23		22		23		95		18		15		22		23		78
	Total Lodging		222		262		297		245		1,027		185		233		249		223		890

Vacation Exchange and Rentals
	Exchange Revenues		193		168		158		150		669		188		162		157		153		660
	Rental Revenues		166		192		293		138		789		159		170		248		125		702
	Ancillary Revenues ^(d)		15		16		19		17		68		14		16		15		15		60
	Total Vacation Exchange and Rentals		374		376		470		305		1,526		361		348		420		293		1,422

Vacation Ownership
	Vacation Ownership Interest Sales		263		347		384		384		1,379		271		342		373		337		1,323
	Consumer Financing		105		106		107		108		426		103		102		106		110		421
	Property Management Fees		146		141		143		137		567		110		108		117		125		460
	WAAM Fee-for-Service Commissions		24		30		33		20		107		12		11		4		6		33
	Ancillary Revenues ^(e)		11		6		10		9		36		5		7		8		12		32
	Total Vacation Ownership		549		630		677		658		2,515		501		570		608		590		2,269
Total Reportable Segments		$	1,145	$	1,268	$	1,444	$	1,208	$	5,068	$	1,047	$	1,151	$	1,277	$	1,106	$	4,581


Note: Full year amounts may not add across due to rounding.
^(a)	Marketing and reservation revenues represent fees the Company receives from franchised and managed hotels that are to be expended for marketing purposes or the operation of a centralized, brand-specific reservation system. These fees are typically based on a percentage of the gross room revenues of each hotel. Wyndham Rewards revenues represent fees the Company receives relating to its loyalty program.
^(b)	Primarily represents payroll costs in the hotel management business that the Company pays on behalf of property owners and for which it is reimbursed by the property owners. During 2014, reimbursable revenues of $2 million in each of Q1, Q2 and Q3 and $1 million in Q4 which were charged to the Company's vacation ownership business and were eliminated in consolidation. During 2013, such amounts include reimbursable revenues of $1 million, $3 million and $2 million, in Q2, Q3 and Q4 respectively, which were charged to the Company's vacation ownership business and were eliminated in consolidation.
^(c)	Primarily includes additional services provided to franchisees.
^(d)	Primarily includes fees generated from programs with affiliated resorts and homeowners.
^(e)	Primarily includes revenues associated with bonus points/credits that are provided as purchase incentives on VOI sales and fees generated from other non-core operations.

										Table 5
Wyndham Worldwide Corporation
SCHEDULE OF DEBT
(In millions)


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

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


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

^(a)

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

^(b)

Represents a non-recourse vacation ownership bank conduit facility with a term through August 2016 and borrowing capacity of $650 million. As of June 30, 2015,
this facility had a remaining borrowing capacity of $397 million.

^(c)

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

^(d)

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

^(e)

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

						Table 6
						(1 of 2)
Wyndham Worldwide Corporation
BRAND SYSTEM DETAILS


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

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

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

Ramada		836	116,799	56.0%	$75.49	$42.24

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

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

Travelodge		415	30,701	53.3%	$69.14	$36.87

Baymont		383	30,471	56.1%	$69.39	$38.93

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

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

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

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

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

Dolce		24	5,530	58.4%	$150.86	$88.09

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

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

	Total Wyndham Worldwide	7,909	692,592


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

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

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

Ramada		829	114,195	57.2%	$79.00	$45.15

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

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

Travelodge		425	31,075	54.3%	$67.35	$36.60

Baymont		346	28,325	56.9%	$66.36	$37.78

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

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

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

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

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

Dream		5	989	72.9%	$246.03	$179.38

Night		3	630	72.8%	$158.86	$115.62

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

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

	Total Wyndham Worldwide	7,743	673,673
_______________
NOTE: A glossary of terms is included in Table 3 (2 of 2); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding.

						Table 6
						(2 of 2)
Wyndham Worldwide Corporation
BRAND SYSTEM DETAILS


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

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

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

Ramada		836	116,799	53.7%	$75.12	$40.37

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

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

Travelodge		415	30,701	49.4%	$65.86	$32.54

Baymont		383	30,471	51.6%	$67.52	$34.85

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

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

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

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

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

Dolce		24	5,530	56.7%	$143.28	$81.30

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

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

	Total Wyndham Worldwide	7,909	692,592


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

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

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

Ramada		829	114,195	53.7%	$79.22	$42.52

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

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

Travelodge		425	31,075	49.5%	$64.82	$32.08

Baymont		346	28,325	52.0%	$64.25	$33.40

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

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

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

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

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

Dream		5	989	73.4%	$217.94	$159.91

Night		3	630	66.3%	$139.04	$92.20

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

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

	Total Wyndham Worldwide	7,743	673,673
_______________
NOTE: A glossary of terms is included in Table 3 (2 of 2); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding.

													Table 7
													(1 of 2)
	Wyndham Worldwide Corporation
	NON-GAAP RECONCILIATION
	(In millions)


Three months ended March 31, 2015		Net Revenues		Reported EBITDA		Legacy Adjustments ^(b)		Acquisition Costs ^(c)		Restructuring Costs ^(d)		Adjusted EBITDA
Lodging		$	292	$	76	$		$	3	$	-	$	79
Vacation Exchange and Rentals			369		105		-		-		(1)		104
Vacation Ownership			617		130		-		-		-		130
Total Reportable Segments			1,278		311		-		3		(1)		313
Corporate and Other ^(a)			(16)		(34)		-		-		-		(34)
Total Company		$	1,262	$	277	$	-	$	3	$	(1)	$	279

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

________________

^(a)

Includes the elimination of transactions between segments.

^(b)

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

^(c)

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

^(d)

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

																			Table 7
																			(2 of 2)
	Wyndham Worldwide Corporation
	NON-GAAP RECONCILIATION
	(In millions)


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

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

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

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

Twelve months ended December 31, 2014
Lodging		$	1,101	$	327	$	4	$	-	$	-	$	1	$	8	$	-	$	340
Vacation Exchange and Rentals			1,604		335		-		10		(2)		10		27		-		380
Vacation Ownership			2,638		660		-		-		-		-		-		-		660
Total Reportable Segments			5,343		1,322		4		10		(2)		11		35		-		1,380
Corporate and Other ^(a)			(62)		(141)		-		-		-		-		-		(1)		(142)
Total Company		$	5,281	$	1,181	$	4	$	10	$	(2)	$	11	$	35	$	(1)	$	1,238
________________
Note: The sum of the quarters may not agree to the twelve months ended December 31, 2014 due to rounding.

^(a)

Includes the elimination of transactions between segments.

^(b)

Represents the devaluation of the official exchange rate of Venezuela.

^(c)

Reversal of a reserve for value-added taxes.

^(d)

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

^(e)

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

^(f)

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

									Table 8
									(1 of 4)

Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)

		Three Months Ended June 30, 2015

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

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

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

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

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

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

Weighted average shares outstanding
	Basic		119		119		119		119
	Diluted		120		120		120		120
__________
The above table reconciles certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the line items of the income statement in order to assist investors' understanding of the overall impact of such adjustments. This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Note: EPS amounts may not add due to rounding.

^(a)

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

^(b)

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

												Table 8
												(2 of 4)

Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)

		Six Months Ended June 30, 2015

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

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

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

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

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

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

Weighted average shares outstanding
	Basic		120		120		120			120		120
	Diluted		121		121		121			121		121
__________
The above table reconciles certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the line items of the income statement in order to assist investors' understanding of the overall impact of such adjustments. This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Note: EPS amounts may not add due to rounding.

^(a)

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

^(b)

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

^(c)

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

^(d)

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

											Table 8
											(3 of 4)

Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)

		Three Months Ended June 30, 2014

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

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

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

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

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

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

Weighted average shares outstanding
	Basic		127		127			127			127
	Diluted		128		128			128			128
__________
The above table reconciles certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the line items of the income statement in order to assist investors' understanding of the overall impact of such adjustments. This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Note: EPS amounts may not add due to rounding.

^(a)

Relates to the reversal of a state tax accrual.

^(b)

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

^(c)

Relates to the tax effect of the adjustment.

																	Table 8
																	(4 of 4)

Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)

		Six Months Ended June 30, 2014

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

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

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

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

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

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

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

Weighted average shares outstanding
	Basic		127		127			127			127			127			127
	Diluted		129		129			129			129			129			129
__________
The above table reconciles certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the line items of the income statement in order to assist investors' understanding of the overall impact of such adjustments. This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Note: EPS amounts may not add due to rounding.

^(a)

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

^(b)

Relates to the tax effect of the adjustment.

^(c)

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

^(d)

Relates to the reversal of a state tax accrual.

^(e)

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

										Table 9
Wyndham Worldwide Corporation
NON-GAAP RECONCILIATIONS AND FINANCIAL INFORMATION
(In millions)

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

We believe free cash flow to be a useful operating performance measure to evaluate the ability of our operations to generate cash for uses other than capital expenditures and, after debt service and other obligations, our ability to grow our business through acquisitions, development advances and equity investments, as well as our ability to return cash to shareholders through dividends and share repurchases. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities, net cash used in investing activities and net cash used in financing activities as a means for evaluating Wyndham Worldwide is that free cash flow does not represent the total cash movement for the period as detailed in the consolidated statement of cash flows.

The following table provides more details on the GAAP financial measure that is most directly comparable to the non-GAAP financial measure and the related reconciliation between these financial measures:

	Six Months Ended June 30,
	2015				2014

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


GROSS VOI SALES

The following table provides a reconciliation of Gross VOI sales (see Table 3) to vacation ownership interest sales (see Table 4):

Year
2015	Q1		Q2		Q3		Q4		Full Year

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

2014

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

2013

Gross VOI sales ^(*)	$	384	$	481	$	536	$	488	$	1,889
Less: Sales under WAAM Fee-for-Service		(36)		(44)		(51)		(29)		(160)
Gross VOI sales, net of WAAM Fee-for-Service sales		347		437		486		459		1,729
Less: Loan loss provision		(84)		(90)		(102)		(73)		(349)
Less: Impact of percentage-of-completion accounting		-		-		-		(1)		(1)
Vacation ownership interest sales ^(*)	$	263	$	347	$	384	$	384	$	1,379

2012

Gross VOI sales ^(*)	$	384	$	460	$	502	$	435	$	1,781
Less: Sales under WAAM Fee-for-Service		(17)		(18)		(5)		(10)		(49)
Gross VOI sales, net of WAAM Fee-for-Service sales		367		442		497		426		1,732
Less: Loan loss provision		(96)		(100)		(124)		(89)		(409)
Vacation ownership interest sales ^(*)	$	271	$	342	$	373	$	337	$	1,323
_____________
Note: Amounts may not add due to rounding.
^(*)Includes VOI sales under WAAM Just-in-Time beginning in the second quarter of 2012.



The following includes primarily tele-sales upgrades and other non-tour revenues, which are excluded from Gross VOI sales in the Company's VPG calculation (see Table 3):

	Q1		Q2		Q3		Q4		Full Year

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

SOURCE Wyndham Worldwide Corporation

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