Wyndham Worldwide Reports Third Quarter 2012 Earnings

            Wyndham Worldwide Reports Third Quarter 2012 Earnings

Third Quarter Adjusted EPS Up 20% Year-Over-Year

Provides Preliminary 2013 Outlook

PR Newswire

PARSIPPANY, N.J., Oct. 24, 2012

PARSIPPANY, N.J., Oct. 24, 2012 /PRNewswire/ -- Wyndham Worldwide Corporation
(NYSE: WYN) today announced results for the three months ended September 30,
2012.

Highlights:

  oThird quarter adjusted diluted earnings per share (EPS) was $1.13,
    compared with $0.94 in the third quarter of 2011, an increase of 20%.
    Third quarter 2012 reported diluted EPS was $1.11, compared with $1.08
    from the same period in 2011, which included a $22 million benefit from
    adjustments.
  oThird quarter adjusted net income increased 6% compared with the third
    quarter of 2011. A stronger US dollar had an adverse effect on net income
    and EPS. In constant currency, third quarter adjusted net income
    increased 9% and adjusted EPS increased 24% compared with the third
    quarter of 2011.
  oDuring the quarter, the Company repurchased 2.6 million shares of its
    common stock for $133 million.

"The third quarter was highlighted by exceptional performance from our Hotel
Group," said Stephen P. Holmes, chairman and CEO. "Our timeshare business
delivered another quarter of solid performance and I'm pleased with the
ability of our exchange and rentals group to mitigate the impact of economic
headwinds in Europe. Our share repurchase program continues to reduce our
share count and contribute to strong adjusted EPS growth."

THIRD QUARTER 2012 OPERATING RESULTS

Third quarter revenues were $1.3 billion, an increase of 4% from the prior
year period. The increase reflected growth in the Lodging and Vacation
Ownership businesses, partially offset by unfavorable currency effects in the
Vacation Exchange and Rentals business.

For the third quarter of 2012, adjusted net income was $162 million, or $1.13
per diluted share, compared with $153 million, or $0.94 per diluted share for
the same period in 2011. The increase in adjusted net income primarily
reflected stronger operating results in the Lodging and Vacation Ownership
businesses. EPS also benefited from the Company's share repurchase program,
which decreased weighted average share count by 11%.

Reported net income for the third quarter of 2012 was $159 million, or $1.11
per diluted share, compared with net income of $175 million, or $1.08 per
diluted share, for the third quarter of 2011. Reported net income included
several items not included in adjusted net income. The third quarter of 2012
included $3 million of acquisition costs, legacy adjustments and debt
transaction fees. The third quarter of 2011 included a $22 million benefit
from adjustments. Full reconciliations of adjusted results to GAAP results
appear in Table 8 of this press release.

Free cash flow was $682 million for the nine months ended September 30, 2012,
compared to $703 million for the same period in 2011. Excluding a $67 million
benefit from a refund of value added taxes and related interest income
received in 2011, free cash flow increased by 7%. The Company defines free
cash flow as net cash provided by operating activities less capital
expenditures and development advances. For the nine months ended September
30, 2012, net cash provided by operating activities was $808 million, compared
with $860 million in the prior year period, which included the benefit from
the refund of value added taxes and related interest income.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $249 million in the third quarter of 2012, an increase of 12%
compared with the third quarter of 2011. The increase primarily reflected
RevPAR gains, revenues associated with the Wyndham Grand hotel in Orlando,
which opened at the beginning of the fourth quarter of 2011, and higher
intersegment licensing fees for use of the Wyndham brand trade name.

EBITDA was $86 million, an increase of 28% compared with the third quarter of
2011, reflecting the revenue increases.

Domestic RevPAR increased 5% compared with the third quarter of 2011. Total
system-wide RevPAR increased 2%, or 3% in constant currency.

As of September 30, 2012, the Company's hotel system consisted of nearly 7,260
properties and approximately 618,100 rooms. The development pipeline included
approximately 950 hotels and 108,300 rooms, of which 55% were new construction
and 47% were international.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $420 million in the third quarter of 2012, compared to $436
million in the third quarter of 2011. In constant currency and excluding the
impact of acquisitions, revenues were flat.

Exchange revenues were $157 million, a decrease of 2% compared with the third
quarter of 2011. In constant currency, exchange revenues were flat, as a 2%
decline in the average number of members was offset by a 1% increase in
exchange revenue per member. The decline in the average number of members was
due to the non-renewal of an affiliation agreement at the beginning of 2012.

Vacation rental revenues were $248 million, a 5% decrease compared with the
third quarter of 2011. In constant currency and excluding acquisitions,
vacation rental revenues were flat, reflecting a 3% increase in transaction
volume offset by a 2% decrease in the average net price per vacation rental.

Adjusted EBITDA for the third quarter of 2012 was $123 million, down 9%
compared with the prior-year period. Adjusted EBITDA was flat excluding the
impact of acquisitions and the net effect of foreign currency.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues were $608 million in the third quarter of 2012, a 9% increase over
the third quarter of 2011, primarily reflecting increased vacation ownership
interest (VOI) sales.

Gross VOI sales were $502 million in the third quarter of 2012, up 10% from
the third quarter of 2011, primarily reflecting a 5% increase in both volume
per guest and tour flow.

Adjusted EBITDA for the third quarter of 2012 was $155 million, a 4% increase
compared with the third quarter of 2011. The increase primarily reflects the
revenue increases, partially offset by higher sales and marketing expenses
related to the increase in VOI sales and higher intersegment licensing fees
for use of the Wyndham brand trade name.

Other Items

  oThe Company repurchased 2.6 million shares of common stock for $133
    million during the third quarter of 2012. From October 1 through October
    23, 2012, the Company repurchased an additional 915,000 shares for $49
    million. The Company has $608 million remaining on its current share
    repurchase authorization.
  oNet interest expense in the third quarter of 2012 was $30 million,
    compared to $15 million in the third quarter of 2011, which included $16
    million of interest income associated with a refund of value added taxes.

Balance Sheet Information as of September 30, 2012:

  oCash and cash equivalents of approximately $230 million, compared with
    $142 million at December 31, 2011
  oVacation ownership contract receivables, net, of $2.9 billion, compared
    with $2.8 billion at December 31, 2011
  oVacation ownership and other inventory of approximately $1.1 billion,
    unchanged from December 31, 2011
  oSecuritized vacation ownership debt of $1.9 billion, unchanged from
    December 31, 2011
  oLong-term debt of $2.5 billion, compared with $2.2 billion at December 31,
    2011. The remaining borrowing capacity on the revolving credit facility
    was $720 million as of September 30, 2012, compared with $771 million as
    of December 31, 2011

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

Outlook

For the full year 2012, the Company:

  oRevises Revenues to $4.5 – $4.6 billion from $4.425 - $4.6 billion
  oRevises Adjusted EBITDA guidance to $1.045 - $1.055 billion from $1.040 –
    $1.055 billion
  oRevises Adjusted EPS Guidance to $3.15 - $3.20 from $3.10 - $3.20
  oReduces diluted shares to 146 million from 147 million

The Company's preliminary guidance for the full-year 2013 is as follows:

  oRevenues of approximately $4.9 - $5.05 billion
  oAdjusted EBITDA of approximately $1.125 - $1.150 billion
  oAdjusted EPS of approximately $3.50 - $3.60 based on a diluted share count
    of 143 million.

The guidance reflects assumptions used for internal planning purposes.
Guidance may exclude non-recurring or special items, which may have a positive
or negative impact on reported results. If economic conditions change
materially from current levels, these assumptions and guidance may change
materially.

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to
discuss this news on Wednesday, October 24, 2012 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 at the website for approximately 90 days beginning at noon EDT on
October 24, 2012. The conference call may also be accessed by dialing (888)
942-9868 and providing the passcode "WYNDHAM." Listeners are urged to call at
least 10 minutes prior to the scheduled start time. A telephone replay will be
available for approximately 90 days beginning at noon EDT on October 24, 2012,
at (866) 395-9153.

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. 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 EPS
to the most directly comparable GAAP measure because certain items cannot be
reasonably estimated or predicted at this time. Any such items could be
significant to the Company's reported results.

About Wyndham Worldwide Corporation

One of the world's largest hospitality companies, Wyndham Worldwide (NYSE:
WYN) provides a wide range of hospitality products and services through its
global portfolio of world-renowned brands. The world's largest hotel company
based on the number of properties, Wyndham Hotel Group is home to many of the
world's best-known hotel brands, with approximately 7,260 franchised hotels
and 618,100 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 100,000 vacation properties in
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 180 vacation
ownership resorts serving more than 915,000 owners throughout the United
States, Canada, Mexico, the Caribbean, and the South Pacific. Based in
Parsippany, NJ, Wyndham Worldwide employs approximately 27,800 associates
globally. For more information, please visit www.wyndhamworldwide.com.

Forward-Looking Statements

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

You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. Factors
that could cause actual results to differ materially from those in the
forward-looking statements include general economic conditions, the
performance of the financial and credit markets, the economic environment for
the hospitality industry, the impact of war, terrorist activity or political
strife, operating risks associated with the hotel, vacation exchange and
rentals and vacation ownership businesses, as well as those described in the
Company's Quarterly Report on Form 10-Q, filed with the SEC on July 25, 2012.
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 industry segments which, when considered with GAAP
measures, the Company believes gives a more complete understanding
of its operating performance. The Company's presentation of EBITDA
may not be comparable to similarly-titled measures used by other
companies.



The following tables summarize net revenues and EBITDA for
reportable segments, as well as reconcile EBITDA to net income
attributable to Wyndham shareholders for the three months ended
September 30, 2012 and 2011:
                 Three Months Ended September 30,
                 2012                      2011
                 Net       EBITDA       Net       EBITDA
                 Revenues                 Revenues
                 $      $           $      $   
Lodging                                    
                  249      86              222         67
Vacation
Exchange and     420        123            436        131      (e)
Rentals
Vacation         608        154      (b) 559        149
Ownership
 Total
Reportable       1,277      363            1,217      347
Segments
Corporate and    (12)       (30)     (c) (5)        (18)     (c)
Other ^(a)
 Total       $      $           $      $   
Company                                       
                 1,265     333            1,212       329
Reconciliation of EBITDA to Net Income Attributable to Wyndham
shareholders
                            $                      $   
EBITDA                                                
                            333                         329
Depreciation and            45                        43
amortization
Interest expense            32                        34
Early
extinguishment              2        (d)            -
of debt
Interest income             (2)                       (19)     (f)
Income before               256                       271
income taxes
Provision for               97                        96
income taxes
Net income                  159                       175
Net loss
attributable to             -                         -
noncontrolling
interest
Net income                  $                      $   
attributable to                                       
Wyndham                     159                         175
shareholders
__________
^(a)        Includes the elimination of transactions between
            segments.
            Includes $1 million of costs incurred in connection with
^(b)        the Company's acquisition of Shell Vacations during
            September 2012.
            Includes $1 million of a net expense and $8 million of a
            net benefit during the three months ended September 30,
^(c)        2012 and 2011, respectively, related to the resolution
            of and adjustment to certain contingent liabilities and
            assets resulting from our separation from Cendant.
            Represents costs incurred in connection with the early
^(d)        repurchase of a portion of the Company's 9.875% senior
            unsecured notes and 6.00% senior unsecured notes.
            Includes a $4 million charge related to the write-off of
^(e)        foreign exchange translation adjustment associated with
            liquidation of a foreign entity.
^(f)        Includes $16 million of interest income related to a
            refund of value added taxes.
The following tables summarize net revenues and Adjusted EBITDA for
reportable segments for the three months ended September 30, 2012
and 2011 (for a description of adjustments by segment, see Table 7):
                 Three Months EndedSeptember 30,
                 2012                      2011
                            Adjusted                  Adjusted
                 Net       EBITDA       Net       EBITDA
                 Revenues                 Revenues
                 $      $           $      $   
Lodging                                    
                  249      86              222         67
Vacation
Exchange and     420        123            436        135
Rentals
Vacation         608        155            559        149
Ownership
 Total
Reportable       1,277      364            1,217      351
Segments
Corporate and    (12)       (29)           (5)        (26)
Other
 Total       $      $           $      $   
Company                                       
                 1,265     335            1,212       325



                                           Table 1
                                           (2 of 2)
Wyndham Worldwide Corporation
OPERATING RESULTS OF REPORTABLE SEGMENTS
(In millions)
The following tables summarize net revenues and EBITDA for
reportable segments, as well as reconcile EBITDA to net income
attributable to Wyndham shareholders for the nine months ended
September 30, 2012 and 2011:
                 Nine Months Ended September 30,
                 2012                      2011
                 Net       EBITDA       Net       EBITDA
                 Revenues                 Revenues
                 $      $           $      $   
Lodging                     (b)            (g)
                  667        210         561        160
Vacation
Exchange and     1,129      300      (c) 1,152      330      (h)
Rentals
Vacation         1,679      407      (d) 1,550      376      (i)
Ownership
 Total
Reportable       3,475      917            3,263      866
Segments
Corporate and    (35)       (76)     (e) (10)       (57)     (e)
Other ^(a)
 Total       $      $           $      $   
Company                                      
                 3,440       841        3,253       809
Reconciliation of EBITDA to Net Income Attributable to Wyndham
shareholders
                            $                      $   
EBITDA                                               
                              841                     809
Depreciation and            136                       133
amortization
Interest expense            98                        103      (j)
Early
extinguishment              108      (f)            12       (k)
of debt
Interest income             (7)                       (22)     (l)
Income before               506                       583
income taxes
Provision for               187                       222
income taxes
Net income                  319                       361
Net loss
attributable to             1                         -
noncontrolling
interest
Net income                  $                      $   
attributable to                                      
Wyndham                       320                     361
shareholders
__________
^(a)        Includes the elimination of transactions between
            segments.
^(b)        Includes a $1 million benefit from the recovery of a
            previously recorded impairment charge.
            Includes a $2 million benefit related to the reversal of
^(c)        an allowance associated with a previously divested
            asset.
            Includes $1 million of costs incurred in connection with
^(d)        the Company's acquisition of Shell Vacations during
            September 2012.
            Includes $3 million and $16 million of a net benefit
            during the nine months ended September 30, 2012 and
^(e)        2011, respectively, related to the resolution of and
            adjustment to certain contingent liabilities and assets
            resulting from our separation from Cendant.
            Represents costs incurred for the early repurchase of a
^(f)        portion of the Company's 9.875% senior unsecured notes
            and 6.00% senior unsecured notes.
^(g)        Includes a non-cash impairment charge of $13 million to
            reduce the value of an international joint venture.
            Includes (i) a $31 million net benefit resulting from a
            refund of value added taxes, (ii) $7 million of
            restructuring costs incurred in connection with a
^(h)        strategic initiative commenced by the Company during
            2010 and (iii) a $4 million charge related to the
            write-off of foreign exchange translation adjustments
            associated with the liquidation of a foreign entity.
            Includes a $1 million benefit for the reversal of costs
^(i)        incurred as a result of various strategic initiatives
            commenced by the Company during 2008.
^(j)        Includes $3 million of interest related to value added
            tax accruals.
^(k)        Represents costs incurred for the early repurchase of a
            portion of the Company's convertible notes.
^(l)        Includes $16 million of interest income related to a
            refund value added taxes.
The following tables summarize net revenues and Adjusted EBITDA for
reportable segments for the nine months ended September 30, 2012 and
2011 (for a description of adjustments by segment, see Table 7):
                 Nine Months Ended September 30,
                 2012                      2011
                            Adjusted                  Adjusted
                 Net       EBITDA       Net       EBITDA
                 Revenues                 Revenues
                 $      $           $      $   
Lodging                                    
                  667        209         561        173
Vacation
Exchange and     1,129      298            1,152      310
Rentals
Vacation         1,679      408            1,550      375
Ownership
 Total
Reportable       3,475      915            3,263      858
Segments
Corporate and    (35)       (79)           (10)       (73)
Other
 Total       $      $           $      $   
Company                                      
                 3,440       836        3,253       785



                                                      Table 2
Wyndham Worldwide Corporation
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
                             Three Months            Nine Months Ended
                             Ended
                             September 30,          September 30,
                             2012         2011        2012         2011
Net revenues
      Service and            $          $         $          $  
      membership fees                                         
                             566         584        1,558        1,579
      Vacation ownership     373          320         987          855
      interest sales
      Franchise fees         168          160         449          395
      Consumer financing     106          105         311          310
      Other                  52           43          135          114
Net revenues                 1,265        1,212       3,440        3,253
Expenses
      Operating              495    ^(b)  490    ^(d) 1,389  ^(b)  1,358  ^(d)
      Cost of vacation       45           35          115          115
      ownership interests
      Consumer financing     23           21          69           67
      interest
      Marketing and          197          182         554          472
      reservation
      General and            172          157         481          422    ^(i)
      administrative^(a)
      Asset impairments      -            -           -            13     ^(j)
      Restructuring          -            -           -            6      ^(k)
      Depreciation and       45           43          136          133
      amortization
Total expenses               977          928         2,744        2,586
Operating income             288          284         696          667
Other income, net            -            (2)         (9)    ^(g)  (9)    ^(l)
                                                             (h)
Interest expense             32           34          98           103    ^(m)
Early extinguishment of      2      ^(c)  -           108    ^(c)  12     ^(n)
debt
Interest income              (2)          (19)   ^(e) (7)          (22)   ^(e)
Income before income taxes   256          271         506          583
Provision for income taxes   97           96     ^(f) 187          222    ^(f)
Net income                   159          175         319          361
Net loss attributable to     -            -           1            -
noncontrolling interest
Net income attributable to   $          $         $          $  
Wyndham shareholders                                          
                             159         175        320         361
Earnings per share
                             $          $         $          $  
      Basic                                                   
                             1.13         1.10        2.20         2.17
      Diluted                1.11         1.08        2.16         2.12
Weighted average shares
outstanding
      Basic                  141          159         145          166
      Diluted                144          162         148          170
__________
      Includes $1 million of a net expense and $8 million of a net
      benefit during the three months ended September 30, 2012 and 2011,
      respectively, and $3 million and $12 million of a net benefit
^(a)  during the nine months ended September 30, 2012 and 2011,
      respectively, related to the resolution of and adjustment to
      certain contingent liabilities and assets resulting from our
      separation from Cendant.
^(b)  Includes $1 million of costs incurred in connection with the
      Company's acquisition of Shell Vacations (September 2012).
      Represents costs incurred for the early repurchase of a portion of
^(c)  the Company's 9.875% senior unsecured notes and 6.00% senior
      unsecured notes.
      Includes a $4 million charge related to the write-off of foreign
^(d)  exchange translation adjustments associated with the liquidation of
      a foreign entity.
^(e)  Includes $16 million of interest income related to the refund of
      value added taxes.
^(f)  Includes a benefit of $13 million related to the reversal of a tax
      valuation allowance.
^(g)  Includes a $1 million benefit from the recovery of a previously
      recorded impairment charge.
^(h)  Includes a $2 million benefit related to the reversal of an
      allowance associated with a previously divested asset.
^(i)  Includes a $31 million net benefit resulting from a refund of value
      added taxes.
^(j)  Represents a non-cash impairment charge related to a write-down of
      an international joint venture.
      Includes $7 million of costs incurred as a result of a strategic
^(k)  initiative commenced by the Company during 2010 and a $1 million
      benefit for the reversal of costs incurred as a result of various
      strategic initiatives commenced by the Company during 2008.
      Includes $4 million of a gain related to the redemption of a
^(l)  preferred stock investment allocated to the Company in connection
      with our separation from Cendant.
^(m)  Includes $3 million of interest related to value added tax
      accruals.
^(n)  Represents costs incurred for the early repurchase of a portion of
      the Company's convertible notes.



                                                                   Table 3
                                                                   (1 of 3)
Wyndham Worldwide Corporation
OPERATING STATISTICS
                       Year  Q1        Q2        Q3      Q4        Full Year
Lodging ^(a)
     Number of Rooms^ 2012  609,300   608,300   618,100 N/A     N/A
                       2011  609,600   612,900   611,200 613,100   N/A
                       2010  593,300   606,800   605,700 612,700   N/A
                       2009  588,500   590,200   590,900 597,700   N/A
                             $     $     $   
     RevPAR            2012                    N/A     N/A
                             29.73     37.23     40.39
                             $     $     $    $     $     
                       2011                           33.34
                             27.71     35.38     39.49   30.65
                             $     $     $    $     $     
                       2010                           31.14
                             25.81     32.25     37.14   29.18
                             $     $     $    $     $     
                       2009                           30.34
                             27.69     32.38     34.81   26.47
Vacation Exchange and
Rentals
     Average Number of 2012  3,684     3,670     3,672   N/A     N/A
     Members (in 000s)
                       2011  3,766     3,755     3,744   3,734     3,750
                       2010  3,746     3,741     3,766   3,759     3,753
                       2009  3,789     3,795     3,781   3,765     3,782
     Exchange Revenue        $     $     $   
     Per Member        2012                       N/A     N/A
                             204.56    177.07    171.14
                             $     $     $    $     $     
                       2011                              179.59
                             205.64    178.46    172.38  161.68
                             $     $     $    $     $     
                       2010                              177.53
                             201.93    172.20    173.44  162.59
                             $     $     $    $     $     
                       2009                              176.73
                             194.83    174.22    173.90  163.89
     Vacation Rental
     Transactions (in  2012  418       325       390     N/A     N/A
     000s) ^(b)
                       2011  398       328       370     250       1,347
                       2010  291       297       322     253       1,163
                       2009  273       231       264     196       964
     Average Net Price       $     $     $   
     Per Vacation      2012                       N/A     N/A
     Rental ^(b)             379.40    524.40    635.44
                             $     $     $    $     $     
                       2011                              530.78
                             377.71    549.09    701.81  497.04
                             $     $     $    $     $     
                       2010                              425.38
                             361.17    387.01    500.31  449.12
                             $     $     $    $     $     
                       2009                              477.38
                             353.15    471.74    594.34  499.66
Vacation Ownership
^(c)
     Gross Vacation
     Ownership               $     $     $   
     Interest (VOI)    2012   384,000  460,000       N/A     N/A
     Sales (in 000s)                             502,000
     ^(d)
                             $     $     $    $     $   
                       2011   319,000  412,000              1,595,000
                                                 455,000 409,000
                             $     $     $    $     $   
                       2010   308,000  371,000              1,464,000
                                                 412,000 373,000
                             $     $     $    $     $   
                       2009   280,000  327,000              1,315,000
                                                 366,000 343,000
     Tours ^(e)        2012  148,000   186,000   207,000 N/A     N/A
                       2011  137,000   177,000   197,000 173,000   685,000
                       2010  123,000   163,000   187,000 160,000   634,000
                       2009  137,000   164,000   173,000 142,000   617,000
     Volume Per Guest        $     $     $   
     (VPG) ^(e)        2012                    N/A     N/A
                             2,414     2,361     2,315
                             $     $     $    $     $     
                       2011                           2,229
                             2,192     2,227     2,197   2,296
                             $     $     $    $     $     
                       2010                           2,183
                             2,334     2,156     2,081   2,214
                             $     $     $    $     $     
                       2009                           1,964
                             1,866     1,854     1,944   2,210
Note: Full year amounts may not add across due to rounding.
     Includes the impact of the acquisition of the Tryp hotel brand (June
^(a) 2010) from the acquisition date forward. Therefore, the operating
     statistics are not presented on a comparable basis.
     Includes the impact of the acquisitions of Hoseasons (March 2010),
     ResortQuest (September 2010), James Villa Holidays (November 2010), two
^(b) tuck-in acquisitions (third quarter 2011) and Smoky Mountain Property
     Management Group (August 2012) from the acquisition dates forward.
     Therefore, the operating statistics are not presented on a comparable
     basis.
     Includes the impact of the acquisition of Shell Vacations (September
^(c) 2012) from the acquisition date forward. Therefore, the operating
     statistics are not presented on a comparable basis.
     Includes gross VOI sales under the Company's Wyndham Asset Affiliate
^(d) Model (WAAM) 1.0 beginning in the first quarter of 2010 and WAAM 2.0
     beginning in the second quarter of 2012 (see Table 9 for a reconciliation
     of gross VOI sales to vacation ownership interest sales).
     Includes the impact of WAAM 1.0 related tours beginning in the first
^(e) quarter of 2010 and WAAM 2.0 related tours beginning in the second
     quarter of 2012.



                                                                     Table 3
                                                                     (2 of 3)
Wyndham Worldwide Corporation
ADDITIONAL DATA
                      Year Q1         Q2         Q3        Q4        Full Year
Lodging ^(a)
     Number of        2012 7,150      7,170      7,260     N/A     N/A
     Properties
                      2011 7,190      7,220      7,190     7,210     N/A
                      2010 7,090      7,160      7,150     7,210     N/A
                      2009 6,990      7,020      7,040     7,110     N/A
Vacation Ownership
     Provision for         $      $      $    
     Loan Losses (in  2012   96,000  100,000   124,000 N/A       N/A
     000s) ^(b)
                           $      $      $     $     $    
                      2011   79,000   80,000                339,000
                                                 96,000    83,000
                           $      $      $     $     $    
                      2010   86,000   87,000                340,000
                                                 85,000    82,000
                           $      $      $     $     $    
                      2009  107,000   122,000   117,000         449,000
                                                           103,000
     Sales under WAAM      $      $      $    
     1.0 (in 000s)    2012   17,000   18,000        N/A     N/A
     ^(c)                                       5,000
                           $      $      $     $     $    
                      2011   18,000   19,000                106,000
                                                 38,000    31,000
                           $      $      $     $     $    
                      2010           13,000                
                           5,000                 20,000    14,000   51,000
     WAAM 1.0                                    $    
     Commission       2012 $      $             N/A     N/A
     Revenues (in            12,000   11,000 4,000
     000s)
                           $      $      $     $     $    
                      2011   10,000   11,000                
                                                 23,000    21,000   65,000
                           $      $      $     $     $    
                      2010                               
                           3,000      8,000      12,000    9,000    31,000
     Sales under WAAM      $      $      $    
     2.0 (in 000s)    2012         12,000         N/A     N/A
     ^(d)                 -                    57,000
Note: Full year amounts may not add across due to rounding.
     Includes the impact of the acquisition of Tryp hotel brand (June 2010)
^(a) from the acquisition date forward. Therefore, the operating statistics
     are not presented on a comparable basis.
     Represents provision for estimated losses on vacation ownership contract
^(b) receivables originated during the period, which is recorded as a contra
     revenue to vacation ownership interest sales on the Consolidated
     Statements of Income.
     Represents gross VOI sales under the Company's WAAM 1.0 for which the
^(c) Company earns commission revenue (WAAM 1.0 Commission Revenues). The
     commission revenue earned on these sales is included in service fees and
     membership revenues on the Consolidated Statements of Income. The
     Company implemented this sales model during the first quarter of 2010
     and, as such, there is no historical data prior to 2010.
     Represents gross VOI sales under the Company's WAAM 2.0 which enables the
^(d) Company to acquire and own completed timeshare units close to the timing
     of the sales of such units. This significantly reduces the period
     between the deployment of capital to acquire inventory and the subsequent
     return on investment which occurs at the time of its sale to a timeshare
     purchaser. The Company implemented this sales model during the second
     quarter of 2012 and as such, there is no historical data prior to 2012.



Table 3
(3 of 3)
Wyndham Worldwide Corporation
OPERATING STATISTICS
GLOSSARY OF TERMS
Lodging
Number of Rooms: Represents the number of rooms at lodging properties at the
end of the period which are either (i) under franchise and/or management
agreements, or company owned, (ii) properties under affiliation agreements for
which we receive a fee for reservation and/or other services provided and
(iii) properties managed under a joint venture.
Average Occupancy Rate: Represents the percentage of available rooms occupied
during the period.
Average Daily Rate (ADR): Represents the average rate charged for renting a
lodging room for one day.
RevPAR: Represents revenue per available room and is calculated by
multiplying average occupancy rate by ADR. Comparable RevPAR represents
RevPAR of hotels which are included in both periods.
Vacation Exchange and Rentals
Average Number of Members: Represents members in our vacation exchange
programs who paid annual membership dues as of the end of the period or within
the allowed grace period. For additional fees, such participants are entitled
to exchange intervals for intervals at other properties affiliated with our
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 us. 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 Wyndham Asset Affiliation Model 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. We believe that Gross VOI sales provides 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.
Tours: Represents the number of tours taken by guests in our efforts to sell
vacation ownership interests.
Volume per Guest (VPG): Represents gross VOI sales (excluding tele-sales
upgrades, which are non-tour upgrade sales) divided by the number of tours.
We have 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 2009-2012. We believe that
VPG provides an enhanced understanding of the performance of our vacation
ownership business because it directly measures the efficiency of this
business' tour selling efforts during a given reporting period.
General
Constant Currency: Represents a comparison eliminating the effects of foreign
exchange rate fluctuations between periods.





                                                           Table 4
Wyndham Worldwide Corporation
REVENUE DETAIL BY REPORTABLE SEGMENT
(In millions)
                   2012                               2011
                   Q1   Q2   Q3   Q4  Year  Q1 Q2   Q3   Q4   Year
Lodging
     Royalties and $    $                         $   $    $    $    $  
     Franchise             88     N/A N/A                    
     Fees           62    80                            75    85    66   284
                                                       58
     Marketing,
     Reservation
     and Wyndham   68     99     98     N/A N/A   54   75     94     76     299
     Rewards
     Revenues ^(a)
     Hotel
     Management    21     22     25     N/A N/A   19   19     21     20     79
     Reimbursable
     Revenues ^(b)
     Inter-segment
     Trademark     8      9      9      N/A N/A   1    2      3      4      10
     Fees ^(c)
     Owned Hotel   8      8      7      N/A N/A   -    -      -      5      5
     Revenues
     Ancillary     18     15     22     N/A N/A   17   19     19     17     72
     Revenues ^(d)
     Total Lodging 185    233    249    N/A N/A   149  190    222    188    749
Vacation Exchange
and Rentals
     Exchange      188    162    157    N/A N/A   194  168    161    150    673
     Revenues
     Rental        159    170    248    N/A N/A   150  180    260    125    715
     Revenues
     Ancillary
     Revenues      14     16     15     N/A N/A   12   13     15     16     56
     ^(e)
     Total
     Vacation      361    348    420    N/A N/A   356  361    436    291    1,444
     Exchange and
     Rentals
Vacation
Ownership
     Vacation
     Ownership     271    342    373    N/A N/A   222  313    320    295    1,150
     Interest
     Sales
     Consumer      103    102    106    N/A N/A   102  103    105    105    415
     Financing
     Property
     Management    110    108    117    N/A N/A   110  108    105    101    424
     Fees
     WAAM 1.0      12     11     4      N/A N/A   10   11     23     21     65
     Commissions
     Ancillary
     Revenues      5      7      8      N/A N/A   6    6      6      5      23
     ^(f)
     Total
     Vacation      501    570    608    N/A N/A   450  541    559    527    2,077
     Ownership
                                                      $ 
Total Reportable   $    $    $    N/A N/A      $    $    $    $  
Segments           1,047 1,151 1,277                   1,092 1,217 1,006 4,270
                                                      955
                   2010                               2009
                   Q1   Q2   Q3   Q4  Year  Q1 Q2   Q3   Q4   Year
Lodging
     Royalties     $    $    $    $   $     $   $    $    $    $  
     and                                                
     Franchise      52    69    82    62  265         68    72    57   254
     Fees                                              57
     Marketing,
     Reservation
     and Wyndham   50     65     76     60    251     54   66     73     53     246
     Rewards
     Revenues ^(a)
     Hotel
     Management    21     20     18     18    77      22   23     21     19     85
     Reimbursable
     Revenues ^(b)
     Ancillary
     Revenues      21     24     27     23    95      21   17     17     20     75
     ^(d)
     Total         144    178    203    163   688     154  174    183    149    660
     Lodging
Vacation Exchange
and Rentals
     Exchange      189    161    163    153   666     185  165    164    154    668
     Revenues
     Rental        105    115    161    114   495     96   109    157    98     460
     Revenues
     Ancillary
     Revenues      6      5      6      15    32      6    6      6      6      24
     ^(e)
     Total
     Vacation      300    281    330    282   1,193   287  280    327    258    1,152
     Exchange and
     Rentals
Vacation
Ownership
     Vacation
     Ownership     217    271    308    276   1,072   239  242    285    287    1,053
     Interest
     Sales
     Consumer      105    106    107    107   425     109  109    108    109    435
     Financing
     Property
     Management    100    100    104    101   405     91   94     96     95     376
     Fees
     WAAM 1.0
     Commissions   3      8      12     8     31      -    -      -      -      -
     ^(g)
     Ancillary
     Revenues      19     20     2      5     46      23   22     19     17     81
     ^(f)
     Total
     Vacation      444    505    533    497   1,979   462  467    508    508    1,945
     Ownership
                   $    $           $           $   $           $  
Total Reportable             $        $             $         $  
Segments           888   964   1,066 942  3,860      921   1,018 915   3,757
                                                      903
Note: Full year amounts may not add across due to rounding.
     Marketing and reservation revenues represent fees we receive from franchised and
^(a) 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 we receive relating to our loyalty program.
     Primarily represents payroll costs in our hotel management business that we pay
^(b) on behalf of property owners and for which we are reimbursed by the property
     owners.
     During 2011, $3 million, $1 million and $2 million of inter-segment trademark
^(c) fees were recorded as a reduction of expenses in Q1, Q2 and Q3, respectively. As
     such, total inter-segment trademark fees for 2011 were $16 million.
^(d) Primarily includes additional services provided to franchisees.
^(e) Primarily includes fees generated from programs with affiliated resorts and
     homeowners.
     Primarily includes revenues associated with bonus points/credits that are
^(f) provided as purchase incentives on VOI sales and fees generated from other
     non-core operations.
^(g) The Company implemented the WAAM 1.0 sales model during the first quarter of 2010
     and, as such, there is no historical data for 2009.





                                                          Table 5
Wyndham Worldwide Corporation
SCHEDULE OF DEBT
(In millions)
                            September   June     March    December   September
                            30, 2012    30,      31,      31, 2011   30, 2011
                                        2012     2012
Securitized vacation
ownership debt ^(a)
                            $       $     $     $      $    
Term notes                   1,702                            1,512
                                        1,634   1,896   1,625
Bank conduit facility       220         220      104      237        218
^(b)
Securitized vacation        1,922       1,854    2,000    1,862      1,730
ownership debt ^(c)
Less: Current portion of
securitized vacation        206         191      206      196        179
ownership debt
Long-term securitized       $       $     $     $      $    
vacation ownership debt      1,716                            1,551
                                        1,663   1,794   1,666
Debt:
Revolving credit facility   $       $     $     $      $    
(due July 2016) ^(d)          270                      169
                                        81        47     218
3.50% convertible notes     -           -        44       36         27
(due May 2012) ^(e)
9.875% senior unsecured     42          42       42       243        243
notes (due May 2014)
6.00% senior unsecured      361         362      362      811        812
notes (due December 2016)
2.95% senior unsecured      298         298      298      -          -
notes (due March 2017)
5.75% senior unsecured      248         248      247      247        247
notes (due February 2018)
7.375% senior unsecured     248         248      248      247        247
notes (due March 2020)
5.625% senior unsecured     246         245      245      245        245
notes (due March 2021)
4.25% senior unsecured      644         644      643      -          -
notes (due March 2022)
Vacation rentals capital    104         95       103      102        108
leases
Other                       68          3        1        4          1
Total debt                  2,529       2,266    2,280    2,153      2,099
Less: Current portion of    64          11       54       46         37
debt
                            $       $     $     $      $    
Long-term debt               2,465                            2,062
                                        2,255   2,226   2,107
__________
         The Company's vacation ownership contract receivables are securitized
         through bankruptcy-remote special purpose entities ("SPE") that are
         consolidated within our financial statements. These
^(a)     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.
         Represents a non-recourse vacation ownership bank conduit facility
^(b)     with a term through August 2014 and borrowing capacity of $650
         million. As of September 30, 2012, this facility had remaining
         borrowing capacity of $430 million.
         This debt is collateralized by $2,517 million, $2,490 million, $2,622
         million, $2,638 million and $2,502 million of underlying vacation
^(c)     ownership contract receivables and related assets as of September 30,
         2012, June 30, 2012, March 31, 2012, December 31, 2011 and September
         30, 2011, respectively.
         Represents a $1.0 billion revolving credit facility that expires on
^(d)     July 15, 2016. As of September 30, 2012, the Company had $10 million
         of outstanding letters of credit and a remaining borrowing capacity
         of $720 million.
^(e)     Represents convertible notes issued by the Company during May 2009
         and repaid by the Company during May 2012.





                                                     Table 6
                                                     (1 of 2)
Wyndham Worldwide Corporation
BRAND SYSTEM DETAILS
                   As of and For the Three Months Ended September 30, 2012
                                          Average    Average  Average Revenue
Brand              Number of    Number of Occupancy  Daily    Per Available
                   Properties   Rooms     Rate       Rate     Room (RevPAR)
                                                     (ADR)
Lodging
Wyndham Hotels and 109          27,473    61.8%      $107.95  $66.69
Resorts
TRYP by Wyndham    90           12,955    68.0%      $94.63   $64.38
Wingate by Wyndham 163          14,981    65.5%      $85.56   $56.00
Hawthorn Suites by 94           9,272     65.6%      $73.49   $48.24
Wyndham
Ramada            843          114,227   57.1%      $80.14   $45.72
Baymont            257          21,642    57.2%      $66.12   $37.79
Days Inn          1,832        147,224   55.3%      $66.81   $36.91
Super 8           2,312        147,054   62.6%      $56.59   $35.44
Howard Johnson    445          45,072    52.4%      $65.91   $34.55
Travelodge        438          32,225    56.5%      $72.92   $41.17
Microtel Inns &    309          22,085    61.1%      $65.51   $40.06
Suites by Wyndham
Knights Inn       358          22,468    45.7%      $46.47   $21.22
Dream              5            990       71.1%      $210.71  $149.86
Night              2            422       43.4%      $111.74  $48.49
   Total Lodging   7,257        618,090   58.1%      $69.53   $40.39
Vacation Ownership
Wyndham Vacation   184          23,152    N/A        N/A      N/A
Ownership resorts
   Total Wyndham   7,441        641,242
   Worldwide
                   As of and For the Three Months Ended September 30, 2011
                                          Average    Average  Average Revenue
Brand              Number of    Number of Occupancy  Daily    Per Available
                   Properties   Rooms     Rate       Rate     Room (RevPAR)
                                                     (ADR)
Lodging
Wyndham Hotels and 98           26,548    62.3%      $106.49  $66.34
Resorts
TRYP by Wyndham    93           13,456    67.0%      $102.53  $68.73
Wingate by Wyndham 166          15,234    64.7%      $83.02   $53.68
Hawthorn Suites by 74           7,047     66.7%      $75.65   $50.48
Wyndham
Ramada            848          114,377   56.9%      $78.49   $44.64
Baymont            257          21,464    54.6%      $64.72   $35.33
Days Inn          1,857        149,165   54.5%      $65.47   $35.68
Super 8           2,241        141,272   60.4%      $58.35   $35.24
Howard Johnson    453          45,016    52.4%      $64.10   $33.57
Travelodge        436          32,563    54.7%      $71.30   $39.00
Microtel Inns &    317          22,601    59.4%      $62.74   $37.23
Suites by Wyndham
Knights Inn       348          21,362    43.0%      $44.84   $19.29
Dream              5            990       78.7%      $175.65  $138.32
Night              1            72        94.8%      $214.38  $203.31
   Total Lodging   7,194        611,167   57.0%      $69.34   $39.49
Vacation Ownership
Wyndham Vacation   162          20,803    N/A        N/A      N/A
Ownership resorts
   Total Wyndham   7,356        631,970
   Worldwide
_______________
NOTE: A glossary of terms is included in Table 3 (3 of 3); RevPAR may not
recalculate by multiplying average occupancy rate by ADR due to rounding.





                                                    Table 6
                                                    (2 of 2)
Wyndham Worldwide Corporation
BRAND SYSTEM DETAILS
                   As of and For the Nine Months Ended September 30, 2012
                                         Average    Average  Average Revenue
Brand              Number of   Number of Occupancy  Daily    Per Available
                   Properties  Rooms     Rate       Rate     Room (RevPAR)
                                                    (ADR)
Lodging
Wyndham Hotels and 109         27,473    60.2%      $110.12  $66.34
Resorts
TRYP by Wyndham    90          12,955    62.0%      $97.75   $60.63
Wingate by Wyndham 163         14,981    62.9%      $83.64   $52.64
Hawthorn Suites by 94          9,272     63.6%      $74.38   $47.30
Wyndham
Ramada            843         114,227   53.4%      $78.57   $41.96
Baymont            257         21,642    52.3%      $63.86   $33.42
Days Inn          1,832       147,224   49.7%      $63.57   $31.60
Super 8           2,312       147,054   56.0%      $53.72   $30.06
Howard Johnson    445         45,072    48.7%      $62.61   $30.49
Travelodge        438         32,225    49.9%      $67.37   $33.63
Microtel Inns &    309         22,085    56.1%      $62.35   $34.97
Suites by Wyndham
Knights Inn       358         22,468    41.6%      $43.54   $18.11
Dream              5           990       73.1%      $208.71  $152.63
Night              2           422       64.1%      $173.99  $111.49
   Total Lodging   7,257       618,090   53.1%      $67.46   $35.80
Vacation Ownership
Wyndham Vacation   184         23,152    N/A        N/A      N/A
Ownership resorts
   Total Wyndham   7,441       641,242
   Worldwide
                   As of and For the Nine Months Ended September 30, 2011
                                         Average    Average  Average Revenue
Brand              Number of   Number of Occupancy  Daily    Per Available
                   Properties  Rooms     Rate       Rate     Room (RevPAR)
                                                    (ADR)
Lodging
Wyndham Hotels and 98          26,548    59.5%      $107.74  $64.14
Resorts
TRYP by Wyndham    93          13,456    60.7%      $105.13  $63.85
Wingate by Wyndham 166         15,234    61.1%      $81.27   $49.68
Hawthorn Suites by 74          7,047     62.7%      $75.32   $47.26
Wyndham
Ramada            848         114,377   52.1%      $75.97   $39.58
Baymont            257         21,464    49.0%      $62.41   $30.59
Days Inn          1,857       149,165   48.4%      $62.12   $30.09
Super 8           2,241       141,272   53.1%      $55.31   $29.36
Howard Johnson    453         45,016    47.6%      $61.12   $29.07
Travelodge        436         32,563    48.2%      $66.22   $31.94
Microtel Inns &    317         22,601    53.9%      $59.21   $31.90
Suites by Wyndham
Knights Inn       348         21,362    39.1%      $42.98   $16.79
Dream              5           990       75.5%      $174.99  $132.10
Night              1           72        93.8%      $232.89  $218.53
   Total Lodging   7,194       611,167   51.2%      $66.85   $34.25
Vacation Ownership
Wyndham Vacation   162         20,803    N/A        N/A      N/A
Ownership resorts
   Total Wyndham   7,356       631,970
   Worldwide
_______________
NOTE: A glossary of terms is included in Table 3 (3 of 3); RevPAR may not
recalculate by multiplying average occupancy rate by ADR due to rounding.





                                                                      Table 7
                                                                      (1 of 2)
Wyndham Worldwide
NON-GAAP RECONCILIATION
(In millions)
                            Reported Legacy      Impairment Allowance Acquisition Adjusted
Three months      Net                Adjustments Recovery   Reversal
ended March 31,   Revenues  EBITDA   ^(b)        ^(c)       ^(d)      Costs ^(e)   EBITDA
2012
                  $      $                            $                  $   
                             $                      $          
Lodging                                                       
                    185          -                 -         -           
                            49                                                    49
Vacation
Exchange and      361       95       -           -          (2)       -            93
Rentals
Vacation          501       103      -           -          -         -            103
Ownership
Total Reportable  1,047     247      -           -          (2)       -            245
Segments
Corporate and     (11)      (21)     (4)         -          -         -            (25)
Other ^(a)
                  $      $     $      $      $     $       $   
Total Company                                           
                              (4)           -    (2)  -            
                   1,036     226                                                 220
Three months
ended June 30,
2012
                  $      $                            $                  $   
                             $      $           $          
Lodging                                                  
                    233          -         (1)  -         -           
                            75                                                    74
Vacation
Exchange and      348       82       -           -          -         -            82
Rentals
Vacation          570       150      -           -          -         -            150
Ownership
Total Reportable  1,151     307      -           (1)        -         -            306
Segments
Corporate and     (12)      (25)     -           -          -         -            (25)
Other ^(a)
                  $      $     $      $      $     $       $   
Total Company                                           
                               -         (1)         -            
                   1,139     282                        -                       281
Three months
ended September
30, 2012
                  $      $                            $                  $   
                             $      $           $          
Lodging                                                  
                    249          -          - -         -           
                            86                                                    86
Vacation
Exchange and      420       123      -           -          -         -            123
Rentals
Vacation          608       154      -           -          -         1            155
Ownership
Total Reportable  1,277     363      -           -          -         1            364
Segments
Corporate and     (12)      (30)     1           -          -         -            (29)
Other ^(a)
                  $      $     $      $      $     $       $   
Total Company                                           
                               1           -        1             
                   1,265     333                        -                       335
________________
^(a)       Includes the elimination of transactions between segments.
           Relates to the net expense/(benefit) from the resolution of and adjustment to
^(b)       certain contingent liabilities and assets resulting from our separation from
           Cendant.
^(c)       Relates to the recovery of a previously recorded impairment charge.
^(d)       Relates to a benefit from the reversal of an allowance associated with a
           previously divested asset.
^(e)       Relates to costs incurred in connection with the Company's acquisition of Shell
           Vacations (September 2012).





                                                                                       Table 7
                                                                                       (2 of 2)
Wyndham Worldwide
NON-GAAP RECONCILIATION
(In millions)
                            Reported Legacy      Asset      Restructuring VAT        CTA      Adjusted
Three months      Net                Adjustments                           Adjustments Writeoff
ended March 31,   Revenues  EBITDA   ^(b)        Impairments Costs         ^(e)        ^(f)     EBITDA
2011
                  $      $                 $         $                      $     $   
                             $                         $              
Lodging                               (c)                         
                    149          -                 -         -         -       
                            27                   13                                           40
Vacation
Exchange and      356       93       -           -           -             -           -        93
Rentals
Vacation          450       97       -           -           (1)     (d) -           -        96
Ownership
Total Reportable  955       217      -           13          (1)           -           -        229
Segments
Corporate and     (3)       (14)     (11)        -           -             -           -        (25)
Other ^(a)
                  $      $                 $         $                      $     $   
                             $                         $              
Total Company                                                       
                    952    203 (11)                  (1)          -         -       204
                                                  13
Three months
ended June 30,
2011
                            $                 $                                            $   
                  $           $               $          $      $        
Lodging                                                             
                                -                          -               
                    190  66                              -                     -     66
                                                 -
Vacation
Exchange and      361       106      -           -           7       (g) (31)        -        82
Rentals
Vacation          541       130      -           -           -             -           -        130
Ownership
Total Reportable  1,092     302      -           -           7             (31)        -        278
Segments
Corporate and     (2)       (26)     3           -           -             -           -        (23)
Other ^(a)
                                                 $  
                  $      $     $               $          $      $     $   
Total Company                                                        
                               3                          (31)               
                   1,090     276                         7                      -       255
                                                 -
Three months
ended September
30, 2011
                            $                 $                                            $   
                  $           $               $          $      $        
Lodging                                                             
                                -                          -               
                    222  67                              -                     -     67
                                                 -
Vacation
Exchange and      436       131      -           -           -             -           4        135
Rentals
Vacation          559       149      -           -           -             -           -        149
Ownership
Total Reportable  1,217     347      -           -           -             -           4        351
Segments
Corporate and     (5)       (18)     (8)         -           -             -           -        (26)
Other ^(a)
                                                 $  
                  $      $     $               $          $      $     $   
Total Company                                                       
                              (8)                           -                
                   1,212     329                         -                     4        325
                                                 -
Three months
ended December
31, 2011
                  $      $                 $         $                      $     $   
                             $                         $              
Lodging                               (h)                         
                    188         -                 -         -         -       
                            (3)                   44                                           41
Vacation
Exchange and      291       38       -           -           -             -           -        38
Rentals
Vacation          527       139      -           -           -             -           -        139
Ownership
Total Reportable  1,006     174      -           44          -             -           -        218
Segments
Corporate and     (6)       (26)     -           -           -             -           -        (26)
Other ^(a)
                  $      $                 $         $                      $     $   
                             $                         $              
Total Company                                                       
                   1,000     148   -                 -         -         -       192
                                                  44
Twelve months
ended December
31, 2011
                  $      $                 $         $                      $     $   
                             $         (c)            $              
Lodging                               (h)                          
                    749    157   -                 -         -         -       214
                                                  57
Vacation
Exchange and      1,444     368      -           -           7       (g) (31)        4        348
Rentals
Vacation          2,077     515      -           -           (1)     (d) -           -        514
Ownership
Total Reportable  4,270     1,040    -           57          6             (31)        4        1,076
Segments
Corporate and     (16)      (84)     (16)        -           -             -           -        (100)
Other ^(a)
                  $      $                 $         $                      $     $   
                             $                         $              
Total Company                                                        
                   4,254     956 (16)                   6         (31)        4        976
                                                  57
________________
^(a)       Includes the elimination of transactions between segments.
^(b)       Relates to the net expense/(benefit) from the resolution of and adjustment to certain
           contingent liabilities and assets resulting from our separation from Cendant.
^(c)       Relates to a non-cash impairment charge related to a write-down of an international joint
           venture.
^(d)       Relates to the reversal of costs incurred as a result of various strategic initiatives
           commenced by the Company during 2008.
^(e)       Relates to a net benefit resulting from a refund of value added taxes.
^(f)       Relates to the write-off of foreign exchange translation adjustments associated with the
           liquidation of a foreign entity.
^(g)       Relates to costs incurred as a result of a strategic initiative commenced by the Company
           during 2010.
^(h)       Relates to non-cash impairment charges primarily related to the write-down of certain
           franchise and management agreements and development advance notes.





                                                                    Table 8
                                                                    (1 of 4)
Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)
                     Three Months Ended September 30, 2012
                                Legacy            Acquisition       Early
                     As        Adjustments       Costs             Extinguishment       As
                     Reported                                      of Debt              Adjusted
Net revenues
                     $                                                               $   
     Service fees                                                                      
     and membership   566                                                                
                                                                                         566
     Vacation
     ownership       373                                                                 373
     interest sales
     Franchise fees  168                                                                 168
     Consumer        106                                                                 106
     financing
     Other           52                                                                  52
Net revenues         1,265      -                 -                 -                    1,265
Expenses
     Operating       495                          (1)         (b)                      494
     Cost of
     vacation        45                                                                  45
     ownership
     interests
     Consumer
     financing       23                                                                  23
     interest
     Marketing and   197                                                                 197
     reservation
     General and     172        (1)         (a)                                        171
     administrative
     Depreciation
     and             45                                                                  45
     amortization
Total expenses       977        (1)               (1)               -                    975
Operating income     288        1                 1                 -                    290
Interest expense     32                                                                  32
Early
extinguishment of    2                                              (2)            (c) -
debt
Interest income      (2)                                                                 (2)
Income before        256        1                 1                 2                    260
income taxes
Provision for        97         -           (d) -           (d) 1              (d) 98
income taxes
Net income           $      $                                                   $   
attributable to                        $            $                 
Wyndham               159        1              1             1           
shareholders                                                                             162
Earnings per share
                     $      $                                                   $   
     Basic                             $            $                 
                      1.13       -              0.01             0.01             
                                                                                         1.15
     Diluted         1.11       -                 0.01              0.01                 1.13
Weighted average
shares outstanding
     Basic           141        141               141               141                  141
     Diluted         144        144               144               144                  144
__________
^(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 Company's acquisition of Shell Vacations
     (September 2012).
^(c) Represents costs incurred for the early repurchase of a portion of the Company's 9.875%
     senior unsecured notes and 6.00% senior unsecured notes.
^(d) Relates to the tax effect of the adjustment.





                                                                                                                    Table 8
                                                                                                                    (2 of 4)
Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)
                     Nine Months Ended September 30, 2012
                                Impairment       Legacy            Allowance       Acquisition       Early
                     As        Recovery         Adjustments       Reversal        Costs             Extinguishment       As
                     Reported                                                                       of Debt              Adjusted
Net revenues
                     $                                                                                                $   
     Service fees                                                                                                       
     and membership  1,558                                                                                                 
                                                                                                                          1,558
     Vacation
     ownership       987                                                                                                  987
     interest sales
     Franchise fees  449                                                                                                  449
     Consumer        311                                                                                                  311
     financing
     Other           135                                                                                                  135
Net revenues         3,440      -                -                 -               -                 -                    3,440
Expenses
     Operating       1,389                                                         (1)         (d)                      1,388
     Cost of
     vacation        115                                                                                                  115
     ownership
     interests
     Consumer
     financing       69                                                                                                   69
     interest
     Marketing and   554                                                                                                  554
     reservation
     General and     481                         3           (b)                                                        484
     administrative
     Depreciation
     and             136                                                                                                  136
     amortization
Total expenses       2,744      -                3                 -               (1)               -                    2,746
Operating income     696        -                (3)               -               1                 -                    694
Other income, net    (9)        1          (a)                   2         (c)                                        (6)
Interest expense     98                                                                                                   98
Early
extinguishment of    108                                                                             (108)          (e) -
debt
Interest income      (7)                                                                                                  (7)
Income before        506        (1)              (3)               (2)             1                 108                  609
income taxes
Provision for        187        (1)        (f) -           (f) -         (f) -           (f) 44             (f) 230
income taxes
Net income           319        -                (3)               (2)             1                 64                   379
Net loss
attributable to      1          -                -                 -               -                 -                    1
noncontrolling
interest
Net income           $      $            $            $           $                                 $   
attributable to                                                           $                 
Wyndham               320       -             (3)          (2)             1                    64            
shareholders                                                                                                              380
Earnings per share
                     $      $            $            $           $                                 $   
     Basic                                                                     $                 
                      2.20       -           (0.01)            (0.01)         0.01                 0.44             
                                                                                                                          2.62
     Diluted         2.16       -                (0.01)            (0.01)          0.01              0.43                 2.57
Weighted average
shares outstanding
     Basic           145        145              145               145             145               145                  145
     Diluted         148        148              148               148             148               148                  148
__________
Note: EPS amounts may not add due to rounding.
^(a) Relates to the recovery of a previously recorded impairment charge.
^(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 a benefit from the reversal of an allowance associated with a previously divested asset.
^(d) Relates to costs incurred in connection with the Company's acquisition of Shell Vacations (September 2012).
^(e) Represents costs incurred for the early repurchase of a portion of the Company's 9.875% senior unsecured notes and 6.00%
     senior unsecured notes.
^(f) Relates to the tax effect of the adjustment.





                                                                                             Table 8
                                                                                             (3 of 4)
Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)
                     Three Months Ended September 30, 2011
                                Tax             Legacy            VAT               CTA
                     As        Valuation       Adjustments       Adjustments       Writeoff       As
                     Reported  Allowance                                                          Adjusted
Net revenues
                     $                                                                         $   
     Service fees                                                                                
     and membership   584                                                                          
                                                                                                   584
     Vacation
     ownership       320                                                                           320
     interest sales
     Franchise fees  160                                                                           160
     Consumer        105                                                                           105
     financing
     Other           43                                                                            43
Net revenues         1,212      -               -                 -                 -              1,212
Expenses
     Operating       490                                                            (4)      (d) 486
     Cost of
     vacation        35                                                                            35
     ownership
     interests
     Consumer
     financing       21                                                                            21
     interest
     Marketing and   182                                                                           182
     reservation
     General and     157                        8           (b)                                  165
     administrative
     Restructuring   -                                                                             -
     Depreciation
     and             43                                                                            43
     amortization
Total expenses       928        -               8                 -                 (4)            932
Operating income     284        -               (8)               -                 4              280
Other income, net    (2)                                                                           (2)
Interest expense     34                                                                            34
Interest income      (19)                                         16          (c)                (3)
Income before        271        -               (8)               (16)              4              251
income taxes
Provision for        96         13        (a) (2)         (e) (9)         (e) -        (e) 98
income taxes
Net income           $      $           $            $            $           $   
attributable to                                                              
Wyndham               175                    (6)          (7)                 4          
shareholders                    (13)                                                              153
Earnings per share
                     $      $           $            $            $           $   
     Basic                                                                     
                      1.10                   (0.03)            (0.05)            0.02            
                                (0.08)                                                             0.96
     Diluted         1.08       (0.08)          (0.03)            (0.04)            0.02           0.94
Weighted average
shares outstanding
     Basic           159        159             159               159               159            159
     Diluted         162        162             162               162               162            162
__________
Note: EPS amounts may not add across due to rounding.
^(a) Relates to the reversal of a tax valuation allowance.
^(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 interest income associated with a refund of value added taxes.
^(d) Relates to the write-off of foreign exchange translation adjustments associated with the liquidation
     of a foreign entity.
^(e) Relates to the tax effect of the adjustments.





                                                                                                                                                       Table 8
                                                                                                                                                       (4 of 4)
Wyndham Worldwide Corporation
NON-GAAP FINANCIAL INFORMATION
(In millions, except per share data)
                     Nine Months Ended September 30, 2011
                                Early                Tax             Legacy            Asset            Restructuring
                     As        Extinguishment       Valuation       Adjustments       Impairment       Costs               VAT               CTA            As
                     Reported  of Debt              Allowance                                                              Adjustments       Writeoff       Adjusted
Net revenues
                     $                                                                                                                                   $   
     Service fees                                                                                                                                          
     and membership  1,579                                                                                                                                    
                                                                                                                                                             1,579
     Vacation
     ownership       855                                                                                                                                     855
     interest sales
     Franchise fees  395                                                                                                                                     395
     Consumer        310                                                                                                                                     310
     financing
     Other           114                                                                                                                                     114
Net revenues         3,253      -                    -               -                 -                -                   -                 -              3,253
Expenses
     Operating       1,358                                                                                                                    (4)      (j) 1,354
     Cost of
     vacation        115                                                                                                                                     115
     ownership
     interests
     Consumer
     financing       67                                                                                                                                      67
     interest
     Marketing and   472                                                                                                                                     472
     reservation
     General and     422                                             12          (c)                                      31          (g)                465
     administrative
     Asset           13                                                                (13)       (e)                                                      -
     impairment
     Restructuring   6                                                                                  (6)           (f)                                  -
     Depreciation
     and             133                                                                                                                                     133
     amortization
Total expenses       2,586      -                    -               12                (13)             (6)                 31                (4)            2,606
Operating income     667        -                    -               (12)              13               6                   (31)              4              647
Other income, net    (9)                                             4           (d)                                                                       (5)
Interest expense     115        (12)           (a)                                                                        (3)         (h)                100
Interest income      (22)                                                                                                   16          (i)                (6)
Income before        583        12                   -               (16)              13               6                   (44)              4              558
income taxes
Provision for        222        5              (k) 13        (b) (5)         (k) 5          (k) 2             (k) (24)        (k) -        (k) 218
income taxes
Net income           $      $              $                             $                                                  $           $   
attributable to                                     $                        $             $                          
Wyndham               361     7                   (13)               (11)         8                   4            (20)           4          
shareholders                                                                                                                                                 340
Earnings per share
                     $                           $                             $                                                  $           $   
     Basic                 $                           $                          $             $                          
                      2.17          0.04       (0.08)          (0.06)         0.05              0.03            (0.12)         0.02            
                                                                                                                                                             2.05
     Diluted         2.12       0.04                 (0.08)          (0.06)            0.05             0.03                (0.12)            0.02           2.00
Weighted average
shares outstanding
     Basic           166        166                  166             166               166              166                 166               166            166
     Diluted         170        170                  170             170               170              170                 170               170            170
__________
^(a) Relates to costs incurred for the early repurchase of a portion of the Company's 3.50% convertible notes during the first half of 2011.
^(b) Relates to the reversal of a tax valuation allowance.
^(c) Relates to the net benefit from the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.
^(d) Relates to a gain on the redemption of a preferred stock investment allocated to the Company in connection with our separation.
^(e) Relates to a non-cash impairment charge related to a write-down of an international joint venture in the Company's lodging business.
^(f) Primarily relates to costs incurred as a result of a strategic initiative commenced by the Company during 2010.
^(g) Relates to a net benefit resulting from a refund of value added taxes.
^(h) Relates to interest on value added tax accruals.
^(i) Relates to interest income associated with a refund of value added taxes.
^(j) Relates to the write-off of foreign exchange translation adjustments associated with the liquidation of a foreign entity.
^(k) Relates to the tax effect of the adjustments.





                                                                    Table 9
Wyndham Worldwide Corporation
NON-GAAP RECONCILIATIONS AND FINANCIAL INFORMATION
(In millions)
FREE CASH FLOW
The Company defines free cash flow as net cash provided by operating
activities less capital expenditures and development advances. The Company
considers free cash flow to be a liquidity measure that provides useful
information to management and investors about the amount of cash generated by
the business that, after the acquisition of property and equipment and
development advances, can be used for strategic opportunities, including
making acquisitions, paying dividends, repurchasing the Company's common stock
and strengthening the balance sheet. Analysis of free cash flow also
facilitates management's comparisons of the Company's operating results to its
competitors' operating results. A limitation of using free cash flow versus
the GAAP measure of net cash provided by operating activities as a means for
evaluating Wyndham Worldwide is that free cash flow does not represent the
total increase or decrease in the cash balance from operations for the
period.
The following table provides more details on the GAAP financial measure that
is most directly comparable to the non-GAAP financial measure and the related
reconciliation between these financial measures:
                                Nine Months Ended
                                September 30,
                                2012              2011
                                $              $   
Net cash provided by                             
operating activities                             
                                808               860
Less: Property and equipment    (123)             (153)
additions
Less: Development advances      (3)               (4)
                                $              $   
Free cash flow                                   
                                                 
                                682               703
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
2012                            Q1       Q2       Q3       Q4       Full Year
                                $     $     $   
Gross VOI sales ^(a)                           N/A    N/A
                                              
                                384      460      502
Less: Sales under WAAM 1.0      (17)     (18)     (5)      N/A    N/A
Gross VOI sales, net of WAAM    367      442      497      N/A    N/A
1.0 sales
Less: Loan loss provision       (96)     (100)    (124)    N/A    N/A
                                $     $     $   
Vacation ownership interest                    N/A    N/A
sales ^(a)                                    
                                271      342      373
2011
                                $     $     $     $     $    
Gross VOI sales                                        
                                                        1,595
                                319      412      455      409
Less: Sales under WAAM 1.0      (18)     (19)     (38)     (31)     (106)
Gross VOI sales, net of WAAM    302      393      417      378      1,489
1.0 sales
Less: Loan loss provision       (79)     (80)     (96)     (83)     (339)
                                $     $     $     $     $    
Vacation ownership interest                            
sales                                                   1,150
                                222      313      320      295
2010
                                $     $     $     $     $    
Gross VOI sales                                        
                                                        1,464
                                308      371      412      373
Less: Sales under WAAM 1.0      (5)      (13)     (20)     (14)     (51)
Gross VOI sales, net of WAAM    303      358      392      359      1,413
1.0 sales
Less: Loan loss provision       (86)     (87)     (85)     (82)     (340)
                                $     $     $     $     $    
Vacation ownership interest                            
sales                                                   1,072
                                217      271      308      276
2009
                                $     $     $     $     $    
Gross VOI sales                                        
                                                        1,315
                                280      327      366      343
Plus: Net effect of
percentage-of-completion        67       37       36       47       187
accounting ^(b)
Less: Loan loss provision       (107)    (122)    (117)    (103)    (449)
                                $     $     $     $     $    
Vacation ownership interest                            
sales                                                   1,053
                                239      242      285      287
_____________
Note: Amounts may not add due to rounding.
^(a) Includes VOI sales under WAAM 2.0 beginning in the second quarter of
2012.
^(b) Represents the revenue that is deferred under the percentage of
completion method of accounting.
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
                                $     $     $   
2012                                           N/A    N/A
                                             
                                27       20       22
                                $     $     $     $     $    
2011                                                    
                                                      68
                                18       18       21       11
                                $     $     $     $     $    
2010                                                    
                                                      80
                                20       20       23       17
                                $     $     $     $     $    
2009                                                    
                                                     104
                                24       23       29       28
_____________
Note: Amounts may not add across due to rounding.



SOURCE Wyndham Worldwide Corporation

Website: http://www.wyndhamworldwide.com
Contact: Investors and Media: Margo C. Happer, Senior Vice President, Investor
Relations, Wyndham Worldwide Corporation, +1-973-753-6472,
margo.happer@wyn.com, or Barry Goldschmidt, Vice President, Investor
Relations, Wyndham Worldwide Corporation, +1-973-753-7703,
barry.goldschmidt@wyn.com
 
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