Wyndham third quarter EPS up 38%

PARSIPPANY, N.J., Oct. 26, 2011 (www.hospitalitybusinessnews.com) -- Wyndham Worldwide Corporation (NYSE: WYN) today announced results for the three months ended September 30, 2011.

Highlights:

  • Third quarter 2011 adjusted diluted earnings per share (EPS) was $0.94, compared with $0.68 in the third quarter of 2010, an increase of 38%. Third quarter 2011 reported diluted EPS was $1.08, an increase of 29%, compared with the same period in 2010.
  • Free cash flow increased 24% to $699 million for the first three quarters of 2011, compared with $564 million during the same period in 2010. The Company defines free cash flow as net cash provided by operating activities less capital expenditures, equity investments and development advances and excludes a 2010 cash payment related to contingent IRS tax liabilities.
  • During the quarter, the Company repurchased approximately 10.2 million shares of its common stock at an average price of $29.75 for $304 million.

"I am pleased once again with our strong results, which reflect outstanding operating performance and the resiliency of our businesses," said Stephen P. Holmes, chairman and CEO, Wyndham Worldwide. "In addition, we continued to thoughtfully deploy our free cash flow to repurchase our common shares and invest in our company."

THIRD QUARTER 2011 OPERATING RESULTS

Third quarter revenues increased 14% from the prior year period to $1.2 billion. The revenue growth reflects strong RevPAR growth of 6.3% in our hotel business, increased rental revenues including contributions from acquisitions of vacation rentals businesses and higher sales in the vacation ownership business

For the third quarter of 2011, adjusted net income increased 22% to $153 million, compared with $125 million in the third quarter of 2010. On a per share basis, adjusted net income grew 38% to $0.94 per diluted share, compared with $0.68 per diluted share in the same period in 2010. The increase reflects strong operational performance and the benefit from the Company's share repurchase program, partially offset by a higher tax rate compared with the third quarter of 2010. Adjusted net income for the third quarter of 2011 excludes a tax benefit of $13 million related to the reversal of a tax valuation allowance, $7 million, after tax, of interest income related to a refund of value added taxes and a $6 million after-tax net benefit related to the adjustment and resolution of certain contingent liabilities and assets. These adjustments were partially offset by a $4 million after-tax loss related to the write-off of foreign exchange translation adjustments resulting from the liquidation of a foreign entity.

Including the above adjustments, third quarter 2011 net income grew 12% to $175 million, or $1.08 per diluted share, compared with net income of $156 million or $0.84 per diluted share, a 29% increase per share from the third quarter of 2010.

Free cash flow increased 24% to $699 million for the first nine months of 2011, compared with $564 million during the same period in 2010. The growth in free cash flow reflects higher cash earnings, more efficient working capital utilization and a refund of value added taxes and related interest income. For the first nine months, cash provided by operating activities was $860 million, compared with $528 million in the prior year period, which included a $145 million cash payment related to contingent IRS tax liabilities.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $222 million in the third quarter of 2011, an increase of 9%, compared with the third quarter of 2010, primarily reflecting improved RevPAR performance, an increase in system size and a $12 million reclassification of certain reservation fees, which had no impact on EBITDA. In the third quarter of 2011, system-wide RevPAR increased 6.3%, or 4.8% in constant currency.

Third quarter 2011 EBITDA of $67 million, was flat, compared with the same period in 2010, primarily reflecting the timing of $3 million in marketing and reservation expenses as well as $3 million of pre-opening costs for the Wyndham Grand Orlando Resort Bonnet Creek.

As of September 30, 2011, the Company's hotel system consisted of approximately 7,190 properties and 611,200 rooms. The development pipeline included approximately 870 hotels and 115,000 rooms, of which 58% were new construction. International rooms accounted for 62% of the development pipeline.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $436 million in the third quarter of 2011, an increase of 32% compared with the third quarter of 2010, reflecting incremental revenues from acquisitions and the favorable impact from foreign currency.

Exchange revenues were $161 million, flat compared with the third quarter of 2010. In constant currency, exchange revenues decreased 3%, reflecting a 2.2% decrease in exchange revenue per member. The average number of members was flat.

Vacation rental revenues were $260 million, which included $83 million of incremental revenues related to acquisitions, compared with $161 million in the third quarter of 2010. In constant currency, excluding the impact of the incremental revenues from acquisitions, net revenues generated from rental transactions and related services increased 2%, reflecting a 1.4% increase in the average net price per vacation rental, while rental transaction volume was flat.

Adjusted EBITDA for the third quarter of 2011 was $135 million, a 30% increase compared with $104 million in the prior year period. The increase reflects incremental contributions from acquisitions and the favorable impact from foreign currency. Third quarter 2011 adjusted EBITDA excludes a $4 million loss related to the write-off of foreign exchange translation adjustments resulting from the liquidation of a foreign entity.

Vacation Ownership (Wyndham Vacation Ownership)

Revenues for the third quarter of 2011 were $559 million, a 5% increase compared with $533 million in the third quarter of 2010, reflecting an increase in Vacation Ownership Interest (VOI) sales and commissions under the Wyndham Asset Affiliation Model (WAAM).

Gross VOI sales were $455 million in the third quarter of 2011, up 10% from the third quarter of 2010, reflecting a 5.6% increase in volume per guest and a 5.3% increase in tour flow.

EBITDA for the third quarter of 2011 increased 21% to $149 million, compared with EBITDA of $123 million in the third quarter of 2010, reflecting the increase in VOI sales and a decrease in cost of sales.

Other Items

  • The Company repurchased approximately 10.2 million shares of its common stock during the third quarter of 2011 at an average price of $29.75 for $304 million and an additional 1.4 million shares at an average price of $29.19 for $40 million through October 25, 2011.
  • Net interest expense in the third quarter of 2011 was $15 million, compared with $45 million in the same period in 2010. Third quarter 2011 net interest expense included $16 million of interest income related to a refund of value added taxes and third quarter 2010 net interest expense included $11 million of costs incurred for the early extinguishment of debt.

Balance Sheet Information as of September 30, 2011:

  • Cash and cash equivalents of $175 million, compared with approximately $155 million at December 31, 2010.
  • Vacation ownership contract receivables, net, of $2.9 billion, compared with $3.0 billion at December 31, 2010.
  • Vacation ownership and other inventory of $1.1 billion, compared with $1.2 billion at December 31, 2010.
  • Securitized vacation ownership debt of $1.7 billion, unchanged from December 31, 2010.
  • Other debt of $2.1 billion, unchanged from December 31, 2010. The remaining borrowing capacity on the revolving credit facility was $820 million, compared with $788 million as of December 31, 2010.

Outlook

The Company is increasing full-year 2011 adjusted EPS guidance from $2.32 - $2.40 to $2.41 - $2.45, based on a diluted share count of 167 million.

For the fourth quarter of 2011, the Company expects adjusted EPS of $0.40 - $0.44 based on a diluted share count of 158 million.

The Company's preliminary guidance for the full-year 2012 is as follows:

  • Revenues of approximately $4.425 - $4.600 billion
  • Adjusted EBITDA of approximately $1.030 - $1.055 billion
  • Adjusted EPS of approximately $2.72 - $2.82 based on a diluted share count of 160 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 our guidance may change materially.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                         2011                         2010
                                                         ----                         ----
                                        Net                               Net
                                     Revenues         EBITDA           Revenues    EBITDA
                                    ---------         ------          ---------    ------
    Lodging                               $222            $67               $203       $67
     Vacation
     Exchange
     and
     Rentals                               436            131   (b)          330       103   (e)
     Vacation
     Ownership                             559            149                533       123
                                           ---            ---                ---       ---
            Total
            Reportable
            Segments                     1,217            347              1,066       293
     Corporate
     and
     Other
     (a)                                    (5)           (18)  (c)           (1)       30   (c)
            Total
            Company                     $1,212           $329             $1,065      $323
                                        ======           ====             ======      ====

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

    EBITDA                                               $329                         $323
    Depreciation
     and
     amortization                                          43                           43
    Interest
     expense                                               34                           47   (f)
    Interest income                                       (19)  (d)                     (2)
                                                          ---                          ---
    Income before
     income taxes                                         271                          235
    Provision for
     income taxes                                          96                           79
                                                          ---                          ---
    Net income                                           $175                         $156
                                                         ====                         ====

    __________
    (a)  Includes the elimination of transactions between
     segments.
    (b)  Includes a $4 million charge related to the
     write-off of foreign exchange translation
     adjustments associated with the liquidation of a
     foreign entity.
    (c)  Includes $8 million and $52 million of a net
     benefit during the three months ended September 30,
     2011 and 2010, respectively, related to the
     resolution of and adjustment to certain contingent
     liabilities and assets resulting from our separation
     from Cendant.
    (d)  Includes $16 million of interest income related
     to a refund of value added taxes.
    (e)  Includes $1 million related to costs incurred in
     connection with the Company's acquisition of
     ResortQuest during September 2010.
    (f)  Includes $11 million of costs incurred for the
     early repurchase of a portion of the Company's 3.50%
     convertible notes during the third quarter of 2010.

    The following tables summarize net revenues and
     Adjusted EBITDA for reportable segments for the
     three months ended September 30, 2011 and 2010 (for
     a description of adjustments by segment, see Table
     7):


                                               Three Months Ended September 30,
                                               --------------------------------
                                                         2011                         2010
                                                         ----                         ----
                                                     Adjusted                     Adjusted
                                        Net                               Net
                                     Revenues         EBITDA           Revenues    EBITDA
                                    ---------         ------          ---------    ------
    Lodging                               $222            $67               $203       $67
     Vacation
     Exchange
     and
     Rentals                               436            135                330       104
     Vacation
     Ownership                             559            149                533       123
                                           ---            ---                ---       ---
            Total
            Reportable
            Segments                     1,217            351              1,066       294
     Corporate
     and
     Other                                  (5)           (26)                (1)      (22)
            Total
            Company                     $1,212           $325             $1,065      $272
                                        ======           ====             ======      ====

                                                                                        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 for the nine months ended September 30,
     2011 and 2010:


                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                           2011                         2010
                                                           ----                         ----
                                          Net                               Net
                                       Revenues         EBITDA           Revenues    EBITDA
                                      ---------         ------          ---------    ------
    Lodging                                 $561           $160   (b)         $525      $148   (h)
     Vacation
     Exchange
     and
     Rentals                               1,152            330   (c)          912       261   (i)
     Vacation
     Ownership                             1,550            376   (d)        1,483       310
                                           -----            ---              -----       ---
            Total
            Reportable
            Segments                       3,263            866              2,920       719
     Corporate
     and
     Other
     (a)                                     (10)           (57)  (e)           (6)       (4)  (e)
            Total
            Company                       $3,253           $809             $2,914      $715
                                          ======           ====             ======      ====

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

    EBITDA                                                 $809                         $715
    Depreciation and
     amortization                                           133                          128
    Interest expense                                        115   (f)                    133   (j)
    Interest income                                         (22)  (g)                     (3)
                                                            ---                          ---
    Income before
     income taxes                                           583                          457
    Provision for
     income taxes                                           222                          157
                                                            ---                          ---
    Net income                                             $361                         $300
                                                           ====                         ====

    __________
    (a)  Includes the elimination of transactions between
     segments.
    (b)  Includes a non-cash impairment charge of $13
     million related to a write-down of an international
     joint venture in the Company's lodging business.
    (c)  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
     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.
    (d)  Includes a $1 million benefit for the reversal of
     costs incurred as a result of various strategic
     initiatives commenced by the Company during 2008.
    (e)  Includes $16 million and $51 million of a net
     benefit during the nine months ended September 30,
     2011 and 2010, respectively, related to the
     resolution of and adjustment to certain contingent
     liabilities and assets resulting from our separation
     from Cendant.
    (f)  Includes (i) $12 million of costs incurred for
     the early repurchase of a portion of the Company's
     convertible notes during the first nine months of
     2011 and (ii) $3 million of interest related to value
     added tax accruals.
    (g)  Includes $16 million of interest income related
     to a refund of value added taxes.
    (h)  Includes $1 million related to costs incurred in
     connection with the Company's acquisition of the TRYP
     hotel brand during June 2010.
    (i)  Includes (i) $4 million related to costs incurred
     in connection with the Company's acquisition of
     Hoseasons Holdings Ltd. during March 2010 and (ii) $1
     million related to costs incurred in connection with
     the Company's acquisition of ResortQuest during
     September 2010.
    (j)  Includes (i) $16 million of costs incurred for
     the early extinguishment of the Company's term loan
     facility and revolving foreign credit facility during
     March 2010 and (ii) $11 million of costs incurred for
     the repurchase of a portion of the Company's 3.50%
     convertible notes during the third quarter of 2010.

    The following tables summarize net revenues and
     Adjusted EBITDA for reportable segments for the nine
     months ended September 30, 2011 and 2010 (for a
     description of adjustments by segment, see Table 7):


                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                           2011                         2010
                                                           ----                         ----
                                                       Adjusted                     Adjusted
                                          Net                               Net
                                       Revenues         EBITDA           Revenues    EBITDA
                                      ---------         ------          ---------    ------
    Lodging                                 $561           $173               $525      $149
     Vacation
     Exchange
     and
     Rentals                               1,152            310                912       266
     Vacation
     Ownership                             1,550            375              1,483       310
                                           -----            ---              -----       ---
            Total
            Reportable
            Segments                       3,263            858              2,920       725
     Corporate
     and
     Other                                   (10)           (73)                (6)      (55)
            Total
            Company                       $3,253           $785             $2,914      $670
                                          ======           ====             ======      ====

 

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


                                   Three Months Ended                Nine Months Ended
                                     September 30,                     September 30,
                                     -------------                     -------------
                                     2011            2010              2011              2010
                                     ----            ----              ----              ----
    Net revenues
        Service and membership fees      $584            $464            $1,579            $1,298
        Vacation ownership interest sales       320             308               855               796
        Franchise fees              160             142               395               353
        Consumer financing          105             107               310               318
        Other                        43              44               114               149
                                    ---             ---               ---               ---
    Net revenues                  1,212           1,065             3,253             2,914
                                  -----           -----             -----             -----

    Expenses
        Operating                   490   (a)       410   (b)       1,358   (a)       1,179   (b)
        Cost of vacation ownership interests        35              52               115               138
        Consumer financing interest        21              27                67                80
        Marketing and reservation       182             149               472               410
        General and administrative (c)       157             101               422   (d)         394
        Asset impairment              -               4   (e)          13   (f)           4   (e)
        Restructuring                 -               -                 6   (g)           -
        Depreciation and amortization        43              43               133               128
    Total expenses                  928             786             2,586             2,333
                                    ---             ---             -----             -----

    Operating income                284             279               667               581
    Other income, net                (2)             (1)               (9)  (h)          (6)
    Interest expense                 34              47   (i)         115   (j)         133   (i)
    Interest income                 (19)  (k)        (2)              (22)  (k)          (3)
                                    ---             ---               ---               ---

    Income before income taxes       271             235               583               457
    Provision for income taxes        96   (l)        79               222   (l)         157
                                    ---             ---               ---               ---

    Net income                     $175            $156              $361              $300
                                   ====            ====              ====              ====

    Earnings per share
        Basic                     $1.10           $0.88             $2.17             $1.68
        Diluted                    1.08            0.84              2.12              1.62

    Weighted average shares outstanding
        Basic                       159             177               166               179
        Diluted                     162             184               170               186
    __________
    (a)  Includes a $4 million charge related to the
     write-off of foreign exchange translation
     adjustments associated with the liquidation of a
     foreign entity.
    (b)  Includes $1 million during both the three and
     nine months ended September 30, 2010 related to
     costs incurred in connection with the Company's
     September 2010 acquisition of ResortQuest.  The
     nine months ended September 30, 2010 also
     includes (i) $4 million of costs incurred in
     connection with the Company's March 2010
     acquisition of Hoseasons Holdings Ltd. and (ii)
     $1 million related to costs incurred in
     connection with the Company's June 2010
     acquisition of the TRYP hotel brand.
    (c)  Includes $8 million and $52 million of a net
     benefit during the three months ended September
     30, 2011 and 2010, respectively, and $12 million
     and $51 million of a net benefit during the nine
     months ended September 30, 2011 and 2010,
     respectively, related to the resolution of and
     adjustment to certain contingent liabilities and
     assets resulting from our separation.
    (d)  Includes a $31 million net benefit resulting
     from a refund of value added taxes.
    (e)  Represents a non-cash impairment charge to
     reduce the value of certain vacation ownership
     properties and related assets held for sale that
     are no longer consistent with the Company's
     development plans.
    (f)  Represents a non-cash impairment charge
     related to a write-down of an international
     joint venture in the Company's lodging business.
    (g)  Includes (i) $7 million of costs incurred as
     a result of a strategic initiative commenced by
     the Company during 2010 and (ii) a $1 million
     benefit  for the reversal of costs incurred as a
     result of various strategic initiatives commenced
     by the Company during 2008.
    (h)  Includes $4 million of a gain related to the
     redemption of a preferred stock investment
     allocated to the Company in connection with our
     separation from Cendant.
    (i)  Includes $11 million during both the three
     and nine months ended September 30, 2010 related
     to costs incurred for the early repurchase of a
     portion of the Company's 3.50% convertible notes
     during the third quarter of 2010.  The nine
     months ended September 30, 2010 also includes $16
     million of costs incurred for the early
     extinguishment of the Company's term loan
     facility and revolving foreign credit facility
     during March 2010.
    (j)  Includes (i) $12 million of costs incurred
     for the early repurchase of a portion of the
     Company's 3.50% convertible notes and (ii) $3
     million of interest related to non-U.S. value
     added tax accruals.
    (k)  Includes $16 million of interest income
     related to the refund of value added taxes.
    (l)  Includes a benefit of $13 million related to
     the reversal of a tax valuation allowance.

 

Table 3

                                                                                                                                           (1 of 3)
                                                         Wyndham Worldwide Corporation
                                                              OPERATING STATISTICS



                                                                                         Year       Q1         Q2        Q3        Q4    Full Year
                                                                                         ----       ---        ---       ---       ---   ---------
    Lodging (a)
                            Number of Rooms                                      2011   609,600    612,900   611,200       N/A       N/A
                                                                                           2010    593,300   606,800   605,700   612,700        N/A
                                                                                           2009    588,500   590,200   590,900   597,700        N/A
                                                                                           2008    551,100   551,500   583,400   592,900        N/A

                            RevPAR                                               2011    $27.71     $35.38    $39.49       N/A       N/A
                                                                                           2010     $25.81    $32.25    $37.14    $29.18     $31.14
                                                                                           2009     $27.69    $32.38    $34.81    $26.47     $30.34
                                                                                           2008     $32.21    $38.87    $41.93    $30.03     $35.74

    Vacation Exchange and Rentals
                            Average Number of Members (in 000s)                  2011     3,766      3,755     3,744       N/A       N/A
                                                                                           2010      3,746     3,741     3,766     3,759      3,753
                                                                                           2009      3,789     3,795     3,781     3,765      3,782
                                                                                           2008      3,632     3,682     3,673     3,693      3,670

                            Exchange Revenue Per Member                          2011   $205.64    $178.46   $172.38       N/A       N/A
                                                                                           2010    $201.93   $172.20   $173.44   $162.59    $177.53
                                                                                           2009    $194.83   $174.22   $173.90   $163.89    $176.73
                                                                                           2008    $234.05   $201.04   $193.39   $165.99    $198.48

                             Vacation Rental Transactions (in
                             000s) (b)                                           2011       398        328       370       N/A       N/A
                                                                                           2010        291       297       322       253      1,163
                                                                                           2009        273       231       264       196        964
                                                                                           2008        269       220       255       191        936

                             Average Net Price Per Vacation Rental
                             (b)                                                 2011   $377.71    $549.09   $701.81       N/A       N/A
                                                                                           2010    $361.17   $387.01   $500.31   $449.12    $425.38
                                                                                           2009    $353.15   $471.74   $594.34   $499.66    $477.38
                                                                                           2008    $442.50   $541.69   $659.93   $460.86    $528.95

    Vacation Ownership
                             Gross Vacation Ownership Interest
                             (VOI) Sales (in 000s) (c)                           2011  $319,000   $412,000  $455,000       N/A       N/A
                                                                                           2010   $308,000  $371,000  $412,000  $373,000 $1,464,000
                                                                                           2009   $280,000  $327,000  $366,000  $343,000 $1,315,000
                                                                                           2008   $458,000  $532,000  $566,000  $432,000 $1,987,000

                            Tours (d)                                            2011   137,000    177,000   197,000       N/A       N/A
                                                                                           2010    123,000   163,000   187,000   160,000    634,000
                                                                                           2009    137,000   164,000   173,000   142,000    617,000
                                                                                           2008    255,000   314,000   334,000   240,000  1,143,000

                            Volume Per Guest (VPG) (d)                           2011    $2,192     $2,227    $2,197       N/A       N/A
                                                                                           2010     $2,334    $2,156    $2,081    $2,214     $2,183
                                                                                           2009     $1,866    $1,854    $1,944    $2,210     $1,964
                                                                                           2008     $1,668    $1,583    $1,550    $1,630     $1,602
     __________
    Note: Full year amounts may not add across due to rounding.
    (a)  Includes the impact of the acquisitions of Microtel Inns & Suites and Hawthorn Suites (July
     2008) and the TRYP hotel brand (June 2010) from the acquisition dates forward.  Therefore, the
     operating statistics are not presented on a comparable basis.
    (b)  Includes the impact of the acquisitions of Hoseasons (March 2010), ResortQuest (September
     2010), James Villa Holidays (November 2010) and a tuck-in acquisition (August 2011) from the
     acquisition dates forward.  Therefore, the operating statistics are not presented on a comparable
     basis.
    (c)  Includes gross VOI sales under the Company's Wyndham Asset Affiliate Model (WAAM) beginning in
     the first quarter of 2010 (see Table 9 for a reconciliation of gross VOI sales to vacation
     ownership interest sales).
    (d)  Includes the impact of WAAM related tours beginning in the first quarter of 2010.

                                                                                                                                            Table 3
                                                                                                                                           (2 of 3)

                                                         Wyndham Worldwide Corporation
                                                                ADDITIONAL DATA


                                                                                         Year       Q1         Q2        Q3        Q4    Full Year
                                                                                         ----       ---        ---       ---       ---   ---------
    Lodging (a)
                            Number of Properties                                 2011     7,190      7,220     7,190       N/A       N/A
                                                                                           2010      7,090     7,160     7,150     7,210        N/A
                                                                                           2009      6,990     7,020     7,040     7,110        N/A
                                                                                           2008      6,550     6,560     6,970     7,040        N/A

    Vacation Ownership
                            Deferred Revenues (in 000s) (b)                      2011        $-         $-        $-       N/A       N/A
                                                                                           2010         $-        $-        $-        $-         $-
                                                                                           2009    $67,000   $37,000   $36,000   $47,000   $187,000
                                                                                           2008   $(82,000)  $(5,000)  $(2,000)  $14,000   $(75,000)

                             Provision for Loan Losses (in 000s)
                             (c)                                                 2011   $79,000    $80,000   $96,000       N/A       N/A
                                                                                           2010    $86,000   $87,000   $85,000   $82,000   $340,000
                                                                                           2009   $107,000  $122,000  $117,000  $103,000   $449,000
                                                                                           2008    $82,000  $113,000  $119,000  $136,000   $450,000

                            Sales under WAAM (in 000s) (d)                       2011   $18,000    $19,000   $38,000       N/A       N/A
                                                                                           2010     $5,000   $13,000   $20,000   $14,000    $51,000

                            WAAM Commission Revenues (in 000s)                   2011   $10,000    $11,000   $23,000       N/A       N/A
                                                                                           2010     $3,000    $8,000   $12,000    $9,000    $31,000
    __________
    Note: Full year amounts may not add across due to rounding.
    (a)  Includes the impact of the acquisitions of Microtel Inns & Suites and Hawthorn Suites (July
     2008) and the Tryp hotel brand (June 2010) from the acquisition dates forward.  Therefore, the
     operating statistics are not presented on a comparable basis.
    (b)  Represents the revenue that is deferred under the percentage of completion method of
     accounting.
    (c)  Represents provision for estimated losses on vacation ownership contract receivables
     originated during the period, which is recorded as a contra revenue to vacation ownership interest
     sales on the Consolidated Statements of Income.
    (d)  Represents gross VOI sales under the Company's WAAM for which the Company earns commission
     revenue (WAAM 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.





                                                                                                                                         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, (ii) properties under
     affiliation agreements for which we receive a fee for reservation and/or other services provided
     or (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 pay annual
     membership dues. 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 2007-2010.  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)


                                                                             2011                                  2010
                                                                             ----                                  ----
                                                Q1      Q2      Q3    Q4    Year          Q1     Q2     Q3   Q4   Year
                                                --     --      --     --    ----         --     --     --    --   ----
    Lodging
        Royalties and Franchise
         Fees                                   $58     $75     $85   N/A     N/A         $52    $69    $82  $62   $265
        Marketing, Reservation and
         Wyndham Rewards Revenues
         (a)                                     54      75      94   N/A     N/A          50     65     76   60    251
        Hotel Management
         Reimbursable Revenues (b)               19      19      21   N/A     N/A          21     20     18   18     77
        Ancillary Revenues (c)                   18      21      22   N/A     N/A          21     24     27   23     95
                                                ---     ---     ---    --      --         ---    ---    ---  ---    ---
        Total Lodging                           149     190     222   N/A     N/A         144    178    203  163    688
                                                ---     ---     ---    --      --         ---    ---    ---  ---    ---

    Vacation Exchange and Rentals
        Exchange Revenues                       194     168     161   N/A     N/A         189    161    163  153    666
        Rental Revenues                         150     180     260   N/A     N/A         105    115    161  114    495
        Ancillary Revenues (d)                   12      13      15   N/A     N/A           6      5      6   15     32
                                                ---     ---     ---    --      --         ---    ---    ---  ---    ---
        Total Vacation Exchange
         and Rentals                            356     361     436   N/A     N/A         300    281    330  282  1,193
                                                ---     ---     ---   ---     ---         ---    ---    ---  ---  -----

    Vacation Ownership
        Vacation Ownership
         Interest Sales                         222     313     320   N/A     N/A         217    271    308  276  1,072
        Consumer Financing                      102     103     105   N/A     N/A         105    106    107  107    425
        Property Management Fees                110     108     105   N/A     N/A         100    100    104  101    405
        WAAM Commissions                         10      11      23   N/A     N/A           3      8     12    8     31
        Ancillary Revenues (e)                    6       6       6   N/A     N/A          19     20      2    5     46
        Total Vacation Ownership                450     541     559   N/A     N/A         444    505    533  497  1,979
                                                ---     ---     ---    --      --         ---    ---    ---  ---  -----
    Total Reportable Segments                  $955  $1,092  $1,217   N/A     N/A        $888   $964 $1,066 $942 $3,860
                                               ====  ======  ======    ==      ==        ====   ==== ====== ==== ======


                                                                             2009                                  2008
                                                                             ----                                  ----
                                                Q1      Q2      Q3    Q4    Year          Q1     Q2     Q3   Q4   Year
                                                --     --      --     --    ----         --     --     --    --   ----
    Lodging
        Royalties and Franchise
         Fees                                   $57     $68     $72   $57    $254         $64    $78    $88  $66   $297
        Marketing, Reservation and
         Wyndham Rewards Revenues
         (a)                                     54      66      73    53     246          60     75     84   61    280
        Hotel Management
         Reimbursable Revenues (b)               22      23      21    19      85          27     26     25   21    100
        Ancillary Revenues (c)                   21      17      17    20      75          19     21     16   22     76
        Total Lodging                           154     174     183   149     660         170    200    213  170    753
                                                ---     ---     ---   ---     ---         ---    ---    ---  ---    ---

    Vacation Exchange and Rentals
        Exchange Revenues                       185     165     164   154     668         213    185    178  152    728
        Rental Revenues                          96     109     157    98     460         119    119    169   88    495
        Ancillary Revenues (d)                    6       6       6     6      24           9     10      7   10     36
        Total Vacation Exchange
         and Rentals                            287     280     327   258   1,152         341    314    354  250  1,259
                                                ---     ---     ---   ---   -----         ---    ---    ---  ---  -----

    Vacation Ownership
        Vacation Ownership
         Interest Sales                         239     242     285   287   1,053         294    414    446  309  1,463
        Consumer Financing                      109     109     108   109     435          99    104    111  112    426
        Property Management Fees                 91      94      96    95     376          85     84     89   89    346
        Ancillary Revenues (e)                   23      22      19    17      81          26     19     15 (18)     43
        Total Vacation Ownership                462     467     508   508   1,945         504    621    661  492  2,278
                                                ---     ---     ---   ---   -----         ---    ---    ---  ---  -----
    Total Reportable Segments                  $903    $921  $1,018  $915  $3,757      $1,015 $1,135 $1,228 $912 $4,290
                                               ====    ====  ======  ====  ======      ====== ====== ====== ==== ======

    __________
    Note: Full year amounts may not add across due to rounding.
    (a)  Marketing and reservation revenues represent fees we receive from franchised and
     managed hotels that are to be expended for marketing purposes or the operation of a
     centralized, brand-specific reservation system.  These fees are typically based on
     a percentage of the gross room revenues of each hotel.  Wyndham Rewards revenues
     represent fees we receive relating to our loyalty program.





























    (b)  Primarily represents payroll costs in our hotel management business that we pay
     on behalf of property owners and for which we are reimbursed by the property owners.
    (c)  Primarily includes additional services provided to franchisees.
    (d)  Primarily includes fees generated from programs with affiliated resorts and
     homeowners.
    (e)  Primarily includes revenues associated with bonus points/credits that are
     provided as purchase incentives on VOI sales and fees generated from other non-core
     operations.

 

 

 

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


                                                  September
                                                     30,          June 30,       March 31,       December 31,    September 30,
                                                        2011           2011            2011               2010             2010
                                                        ----           ----            ----               ----             ----

    Securitized vacation ownership debt (a)
      Term notes                                      $1,512         $1,446          $1,666             $1,498           $1,400
      Bank conduit facility (b)                          218            242             148                152              215
                                                         ---            ---             ---                ---              ---
    Securitized vacation
     ownership debt (c)                                1,730          1,688           1,814              1,650            1,615
    Less: Current portion of
     securitized vacation
     ownership debt                                      179            190             216                223              187
    Long-term securitized
     vacation ownership debt                          $1,551         $1,498          $1,598             $1,427           $1,428
                                                      ======         ======          ======             ======           ======

    Debt:
      Revolving credit facility
       (due July 2016) (d)                              $169           $107              $5               $154              $26
      6.00% senior unsecured
       notes (due December 2016)
       (e)                                               812            803             797                798              798
      9.875% senior unsecured
       notes (due May 2014) (f)                          243            242             241                241              240
      3.50% convertible notes
       (due May 2012) (g)                                 27             32              41                266              289
      7.375% senior unsecured
       notes (due March 2020) (h)                        247            247             247                247              247
      5.75% senior unsecured
       notes (due February 2018)
       (i)                                               247            247             247                247              247
      5.625% senior unsecured
       notes (due March 2021) (j)                        245            245             245                  -                -
      Vacation rentals capital
       leases                                            108            120             120                115              120
      Other                                                1              1              28                 26               34
                                                         ---            ---             ---                ---              ---
    Total debt                                         2,099          2,044           1,971              2,094            2,001
    Less: Current portion of
     debt                                                 37             43              12                 11               32
                                                         ---            ---             ---                ---              ---
    Long-term debt                                    $2,062         $2,001          $1,959             $2,083           $1,969
                                                      ======         ======          ======             ======           ======
    __________
    (a)  The Company's vacation ownership contract receivables are securitized through bankruptcy-
     remote special purpose entities ("SPE") that are consolidated within our financial statements.
     These bankruptcy-remote SPEs are legally separate from the Company.  The receivables held by
     the bankruptcy-remote SPEs are not available to the Company's creditors and legally are not the
     Company's assets.  Additionally, the creditors of these SPEs have no recourse to the Company for
     principal and interest.
    (b)  Represents a non-recourse vacation ownership bank conduit facility with a term through June
     2013 and borrowing capacity of $600 million.  As of September 30, 2011, this facility had
     remaining borrowing capacity of $382 million.
    (c)  This debt is collateralized by $2,502 million, $2,672 million, $2,778 million, $2,865
     million and $2,874 million of underlying vacation ownership contract receivables and related
     assets as of September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September
     30, 2010, respectively.
    (d)  Represents a $1.0 billion revolving credit facility that expires on July 15, 2016.  As of
     September 30, 2011, the Company had $11 million of outstanding letters of credit and a remaining
     borrowing capacity of $820 million.
    (e)  Represents senior unsecured notes issued by the Company during December 2006.  The balance
     as of September 30, 2011 represents $800 million aggregate principal less $2 million of
     unamortized discount, plus $14 million of unamortized gains from the settlement of a derivative.
    (f)  Represents senior unsecured notes issued by the Company during May 2009.  The balance as of
     September 30, 2011 represents $250 million aggregate principal less $7 million of unamortized
     discount.
    (g)  Represents convertible notes issued by the Company during May 2009, which includes debt
     principal, less unamortized discount, and a liability related to a bifurcated conversion
     feature. During the third and fourth quarters of 2010, the Company repurchased a portion of
     these notes.  During the nine months ended September 30, 2011, the Company repurchased a portion
     of these notes, primarily through the completion of a cash tender offer. The following table
     details the components of the convertible notes:

                                                  September
                                                     30,          June 30,       March 31,       December 31,    September 30,
                                                        2011           2011            2011               2010             2010
                                                        ----           ----            ----               ----             ----

                Debt principal                           $12            $12             $17               $116             $138
                Unamortized discount                      (1)            (1)             (1)               (12)             (17)
                                                         ---            ---             ---                ---              ---
                Debt less discount                        11             11              16                104              121
                Fair value of conversion
                 feature (*)                              16             21              25                162              168
                Convertible notes                        $27            $32             $41               $266             $289
                                                         ===            ===             ===               ====             ====
                __________
                (*)  The Company also has an asset with a fair value equal to the conversion feature, which
                 represents cash-settled call options that the Company purchased concurrent with the issuance of
                 the convertible notes.


    (h)  Represents senior unsecured notes issued by the Company during February 2010.  The balance
     as of September 30, 2011 represents $250 million aggregate principal less $3 million of
     unamortized discount.
    (i)  Represents senior unsecured notes issued by the Company during September 2010.  The balance
     as of  September 30, 2011 represents $250 million aggregate principal less $3 million of
     unamortized discount.
    (j)  Represents senior unsecured notes issued by the Company during March 2011.  The balance as
     of September 30, 2011 represents $250 million aggregate principal less $5 million of unamortized
     discount.

 

 

 

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


                                                 As of and For the Three Months Ended September 30, 2011
                                                 -------------------------------------------------------
               Brand                Number of       Number of Rooms        Average      Average Daily   Average Revenue
               -----               Properties       ---------------     Occupancy Rate    Rate (ADR)      Per Available
                                   ----------                           --------------    ----------      Room (RevPAR)
                                                                                                          -------------

    Lodging
      Wyndham
       Hotels and
       Resorts                                98               26,548             62.3%        $106.49            $66.34

      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
       Wyndham                                74                7,047             66.7%         $75.65            $50.48

      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 &
       Suites                                317               22,601             59.4%         $62.74            $37.23

      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
       Ownership
       resorts                               162               20,803              N/A             N/A               N/A
                                             ---               ------

         Total
          Wyndham
          Worldwide                        7,356              631,970
                                           =====              =======


                                               As of and For the Three Months Ended September 30, 2010
                                               -------------------------------------------------------
               Brand                Number of       Number of Rooms        Average      Average Daily   Average Revenue
               -----               Properties       ---------------    Occupancy Rate     Rate (ADR)      Per Available
                                   ----------                          --------------     ----------      Room (RevPAR)
                                                                                                          -------------

    Lodging
      Wyndham
       Hotels and
       Resorts                                99               27,753             57.4%        $107.11            $61.46

      TRYP by
       Wyndham                                92               13,236             63.2%         $83.93            $53.03

      Wingate by
       Wyndham                               165               15,097             63.1%         $81.19            $51.22

      Hawthorn
       Suites by
       Wyndham                                78                7,451             61.7%         $75.83            $46.77

      Ramada                                 894              117,842             55.0%         $73.43            $40.38

      Baymont                                245               20,479             53.3%         $63.36            $33.78

      Days Inn                             1,859              148,155             53.4%         $64.03            $34.19

      Super 8                              2,156              134,827             58.3%         $59.40            $34.61

      Howard
       Johnson                               474               45,735             52.6%         $63.19            $33.26

      Travelodge                             438               32,377             54.1%         $68.24            $36.89

      Microtel
       Inns &
       Suites                                319               22,760             57.1%         $60.12            $34.34

      Knights Inn                            331               19,597             43.2%         $46.42            $20.06

      Other                                    2                  404              N/A             N/A               N/A


         Total
          Lodging                          7,152              605,713             55.3%         $67.16            $37.14

    Vacation
     Ownership
      Wyndham
       Vacation
       Ownership
       resorts                               160               20,569              N/A             N/A               N/A
                                             ---               ------

         Total
          Wyndham
          Worldwide                        7,312              626,282
                                           =====              =======
    _______________
    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, 2011
                                             ------------------------------------------------------
                                                                                                    Average
               Brand               Number of    Number of Rooms      Average     Average Daily      Revenue
                                                                     Occupancy
               -----              Properties    ---------------        Rate        Rate (ADR)   Per Available
                                  ----------                        ----------     ----------   Room (RevPAR)
                                                                                                -------------

    Lodging
      Wyndham
       Hotels and
       Resorts                              98            26,548           59.5%       $107.74          $64.14

      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
       Wyndham                              74             7,047           62.7%        $75.32          $47.26

      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 &
       Suites                              317            22,601           53.9%        $59.21          $31.90

      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
       Ownership
       resorts                             162            20,803            N/A            N/A             N/A
                                           ---            ------

         Total
          Wyndham
          Worldwide                      7,356           631,970
                                         =====           =======


                                          As of and For the Nine Months Ended September 30, 2010
                                          ------------------------------------------------------
                                                                                                    Average
               Brand               Number of    Number of Rooms      Average     Average Daily      Revenue
                                                                     Occupancy
               -----              Properties    ---------------        Rate        Rate (ADR)   Per Available
                                  ----------                        ----------     ----------   Room (RevPAR)
                                                                                                -------------

    Lodging
      Wyndham
       Hotels and
       Resorts                              99            27,753           56.1%       $109.35          $61.32

      TRYP by
       Wyndham                              92            13,236           63.2%        $83.93          $53.03

      Wingate by
       Wyndham                             165            15,097           58.8%        $79.67          $46.85

      Hawthorn
       Suites by
       Wyndham                              78             7,451           56.1%        $76.95          $43.14

      Ramada                               894           117,842           49.9%        $72.73          $36.26

      Baymont                              245            20,479           48.1%        $61.03          $29.37

      Days Inn                           1,859           148,155           46.9%        $61.16          $28.69

      Super 8                            2,156           134,827           50.4%        $56.48          $28.50

      Howard
       Johnson                             474            45,735           46.1%        $60.85          $28.04

      Travelodge                           438            32,377           45.9%        $64.36          $29.57

      Microtel
       Inns &
       Suites                              319            22,760           51.1%        $57.59          $29.41

      Knights Inn                          331            19,597           38.0%        $42.67          $16.22

      Other                                  2               404            N/A            N/A             N/A

         Total
          Lodging                        7,152           605,713           49.0%        $64.98          $31.81

    Vacation
     Ownership
      Wyndham
       Vacation
       Ownership
       resorts                             160            20,569            N/A            N/A             N/A
                                           ---            ------

         Total
          Wyndham
          Worldwide                      7,312           626,282
                                         =====           =======
    _______________
    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)


                                          Net
                                       Revenues         Reported       Legacy         Asset      Restructuring              VAT          CTA     Adjusted
    Three months
     ended March 31,                                                Adjustments    Impairment                           Adjustments    Writeoff
     2011                             ---------          EBITDA          (b)           (c)           Costs                   (e)          (f)     EBITDA
                                                         ------    ------------   -----------        -----             ------------   ---------   ------


    Lodging                                 $149              $27             $-           $13               $-                   $-          $-        $40
    Vacation
     Exchange and
     Rentals                                 356               93              -             -                -                    -           -         93
    Vacation
     Ownership                               450               97              -             -               (1)  (d)              -           -         96
                                             ---              ---            ---           ---              ---   ---            ---         ---        ---
        Total Reportable
         Segments                            955              217              -            13               (1)                   -           -        229
    Corporate and
     Other (a)                                (3)             (14)           (11)            -                -                    -           -        (25)
                                             ---              ---            ---
        Total Company                       $952             $203           $(11)          $13              $(1)                  $-          $-       $204
                                            ====             ====           ====           ===              ===                  ===         ===       ====


    Three months
     ended June 30,
     2011
    Lodging                                 $190              $66             $-            $-               $-                   $-          $-        $66
    Vacation
     Exchange and
     Rentals                                 361              106              -             -                7   (g)            (31)          -         82
    Vacation
     Ownership                               541              130              -             -                -                    -           -        130
                                             ---              ---            ---           ---              ---                  ---         ---
        Total Reportable
         Segments                          1,092              302              -             -                7                  (31)          -        278
    Corporate and
     Other (a)                                (2)             (26)             3             -                -                    -           -        (23)
                                             ---              ---            ---
        Total Company                     $1,090             $276             $3            $-               $7                 $(31)         $-       $255
                                          ======             ====            ===           ===              ===                 ====         ===       ====

    Three months
     ended September
     30, 2011
    Lodging                                 $222              $67             $-            $-               $-                   $-          $-        $67
    Vacation
     Exchange and
     Rentals                                 436              131              -             -                -                    -           4        135
    Vacation
     Ownership                               559              149              -             -                -                    -           -        149
                                             ---              ---            ---           ---              ---                  ---         ---
        Total Reportable
         Segments                          1,217              347              -             -                -                    -           4        351
    Corporate and
     Other (a)                                (5)             (18)            (8)            -                -                    -           -        (26)
                                             ---              ---            ---
        Total Company                     $1,212             $329            $(8)           $-               $-                   $-          $4       $325
                                          ======             ====            ===           ===              ===                  ===         ===       ====

    ________________
    (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 in the Company's
     lodging business.
    (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.

 

 

 

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


                                        Net Revenues          Reported    Acquisition         Legacy       Restructuring  Adjusted
    Three months
     ended March
     31, 2010                           ------------           EBITDA      Costs (b)     Adjustments (c)     Costs (d)     EBITDA
                                                             ------      ---------     ---------------     ---------     ------
    Lodging                                     $144              $33             $-                 $-              $-       $33
    Vacation
     Exchange and
     Rentals                                     300               80              4                  -               -        84
    Vacation
     Ownership                                   444               82              -                  -               -        82
                                                 ---              ---            ---                ---             ---       ---
        Total
         Reportable
         Segments                                888              195              4                  -               -       199
    Corporate and
     Other (a)                                    (2)             (20)             -                  2               -       (18)
                                                 ---              ---            ---                ---             ---
        Total Company                           $886             $175             $4                 $2              $-      $181
                                                ====             ====            ===                ===             ===      ====


    Three months
     ended June
     30, 2010
    Lodging                                     $178              $49             $1                 $-              $-       $50
    Vacation
     Exchange and
     Rentals                                     281               78              -                  -               -        78
    Vacation
     Ownership                                   505              104              -                  -               -       104
                                                 ---              ---            ---                ---             ---       ---
        Total
         Reportable
         Segments                                964              231              1                  -               -       232
    Corporate and
     Other (a)                                    (1)             (14)             -                  -               -       (14)
                                                 ---              ---            ---                ---             ---
        Total Company                           $963             $217             $1                 $-              $-      $218
                                                ====             ====            ===                ===             ===      ====


    Three months
     ended
     September
     30, 2010
    Lodging                                     $203              $67             $-                 $-              $-       $67
    Vacation
     Exchange and
     Rentals                                     330              103              1                  -               -       104
    Vacation
     Ownership                                   533              123              -                  -               -       123
                                                 ---              ---            ---                ---             ---       ---
        Total
         Reportable
         Segments                              1,066              293              1                  -               -       294
    Corporate and
     Other (a)                                    (1)              30              -                (52)              -       (22)
                                                 ---              ---            ---                ---             ---
        Total Company                         $1,065             $323             $1               $(52)             $-      $272
                                              ======             ====            ===               ====             ===      ====


    Three months
     ended
     December 31,
     2010
    Lodging                                     $163              $40             $-                 $-              $-       $40
    Vacation
     Exchange and
     Rentals                                     282               32              1                  -               9        42
    Vacation
     Ownership                                   497              131              -                  -               -       131
                                                 ---              ---            ---                ---             ---       ---
        Total
         Reportable
         Segments                                942              203              1                  -               9       213
    Corporate and
     Other (a)                                    (5)             (20)             -                 (3)              -       (23)
                                                 ---              ---            ---                ---             ---
        Total Company                           $937             $183             $1                $(3)             $9      $190
                                                ====             ====            ===                ===             ===      ====


    Twelve months
     ended
     December 31,
     2010
    Lodging                                     $688             $189             $1                 $-              $-      $190
    Vacation
     Exchange and
     Rentals                                   1,193              293              6                  -               9       308
    Vacation
     Ownership                                 1,979              440              -                  -               -       440
                                               -----              ---            ---                ---             ---       ---
        Total
         Reportable
         Segments                              3,860              922              7                  -               9       938
    Corporate and
     Other (a)                                    (9)             (24)             -                (54)              -       (78)
                                                 ---              ---            ---                ---             ---
        Total Company                         $3,851             $898             $7               $(54)             $9      $860
                                              ======             ====            ===               ====             ===      ====
    ________________
    Note: Amounts may not add across due to rounding.
    (a)  Includes the elimination of transactions between segments.
    (b)  Relates to costs incurred in connection with the Company's acquisitions of Hoseasons during March
     2010, the TRYP hotel brand during June 2010, ResortQuest during September 2010 and James Villa
     Holidays during November 2010.
    (c)  Relates to the net expense/(benefit) from the resolution of and adjustment to certain contingent
     liabilities and assets resulting from our separation from Cendant.
    (d)  Relates to costs incurred as a result of a strategic initiative commenced by the Company during
     2010.

 

 

 

                                                                                                                                             Table 8
                                                                                                                                            (1 of 4)

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

                                                                              Three Months Ended September 30, 2011
                                                                              -------------------------------------

                                                         Tax Valuation              Legacy                   VAT
                                      As Reported         Allowance             Adjustments            Adjustments        CTA Writeoff      As Adjusted
                                     -----------          ---------             -----------            -----------        ------------      -----------
    Net revenues
        Service fees
         and
         membership                          $584                                                                                                  $584
        Vacation
         ownership
         interest
         sales                                320                                                                                                   320
        Franchise fees                        160                                                                                                   160
        Consumer
         financing                            105                                                                                                   105
        Other                                  43                                                                                                    43
    Net revenues                            1,212                   -                       -                      -                 -            1,212
                                            -----                 ---                     ---                    ---               ---            -----

    Expenses
        Operating                             490                                                                                   (4) (d)         486
        Cost of
         vacation
         ownership
         interests                             35                                                                                                    35
        Consumer
         financing
         interest                              21                                                                                                    21
        Marketing and
         reservation                          182                                                                                                   182
        General and
         administrative                       157                                           8   (b)                                                 165
        Restructuring                           -                                                                                                     -
        Depreciation
         and
         amortization                          43                                                                                                    43
    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
     income taxes                             271                   -                      (8)                   (16)                4              251
    Provision for
     income taxes                              96                  13   (a)                (2)  (e)               (9) (e)            -  (e)          98
                                              ---                 ---                     ---                    ---               ---              ---

    Net income                               $175                $(13)                    $(6)                   $(7)               $4             $153
                                             ====                ====                     ===                    ===               ===             ====

    Earnings per
     share
        Basic                               $1.10              $(0.08)                 $(0.03)                $(0.05)            $0.02            $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
                                                                                                                                                                                           (2 of 4)

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

                                                                                                    Nine Months Ended September 30, 2011
                                                                                                    ------------------------------------

                                                                                     Tax
                                                                   Early             Valuation            Legacy               Asset            Restructuring           VAT
                                                        Extinguishment
                                                                  of
                                                                                                                                                                                    CTA
                                         As Reported            Debt              Allowance          Adjustments          Impairment             Costs          Adjustments         Writeoff         As Adjusted
                                      -----------                 ----          ---------         -----------           ----------                -----       -----------       ---------         -----------
    Net revenues
        Service fees
         and
         membership                        $1,579                                                                                                                                                      $1,579
        Vacation
         ownership
         interest
         sales                                855                                                                                                                                                         855
        Franchise fees                        395                                                                                                                                                         395
        Consumer
         financing                            310                                                                                                                                                         310
        Other                                 114                                                                                                                                                         114
    Net revenues                            3,253                    -                  -                   -                    -                    -                 -                -              3,253
                                            -----                  ---                ---                 ---                  ---                  ---               ---              ---              -----

    Expenses
        Operating                           1,358                                                                                                                                       (4)  (j)        1,354
        Cost of
         vacation
         ownership
         interests                            115                                                                                                                                                         115
        Consumer
         financing
         interest                              67                                                                                                                                                          67
        Marketing and
         reservation                          472                                                                                                                                                         472
        General and
         administrative                       422                                                          12   (c)                                                    31   (g)                           465
        Asset
         impairment                            13                                                                              (13)  (e)                                                                    -
        Restructuring                           6                                                                                                    (6)  (f)                                               -
        Depreciation
         and
         amortization                         133                                                                                                                                                         133
    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
     income taxes                             583                   12                  -                 (16)                  13                    6               (44)               4                558
    Provision for
     income taxes                             222                    5   (k)           13   (b)            (5)  (k)              5   (k)              2   (k)         (24)  (k)          -   (k)          218
                                              ---                  ---                ---                 ---                  ---                  ---               ---              ---                ---

    Net income                               $361                   $7               $(13)               $(11)                  $8                   $4              $(20)              $4               $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 8
                                                                                                                                          (3 of 4)

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

                                                                             Three Months Ended September 30, 2010
                                                                             -------------------------------------

                                                                   Early                                              Legacy
                                                          Extinguishment of
                                        As Reported              Debt               Acquisition Costs             Adjustments          As Adjusted
                                       -----------               ----               -----------------             -----------          -----------
    Net revenues
        Service fees
         and
         membership                             $464                                                                                           $464
        Vacation
         ownership
         interest
         sales                                   308                                                                                            308
        Franchise fees                           142                                                                                            142
        Consumer
         financing                               107                                                                                            107
        Other                                     44                                                                                             44
    Net revenues                               1,065                       -                        -                           -             1,065
                                               -----                     ---                      ---                         ---             -----

    Expenses
        Operating                                410                                               (1)  (b)                                     409
        Cost of
         vacation
         ownership
         interests                                52                                                                                             52
        Consumer
         financing
         interest                                 27                                                                                             27
        Marketing and
         reservation                             149                                                                                            149
        General and
         administrative                          101                                                                           52  (c)          153
        Asset
         impairment                                4                                                                                              4
        Depreciation
         and
         amortization                             43                                                                                             43
    Total expenses                               786                       -                       (1)                         52               837
                                                 ---                     ---                      ---                         ---               ---

    Operating
     income                                      279                                                1                         (52)              228
    Other income,
     net                                          (1)                                                                                            (1)
    Interest
     expense                                      47                     (11)  (a)                                                               36
    Interest
     income                                       (2)                                                                                            (2)
                                                 ---                                                                                            ---

    Income before
     income taxes                                235                      11                        1                         (52)              195
    Provision for
     income taxes                                 79                       5   (d)                  -   (d)                   (14) (d)           70
                                                 ---                     ---                      ---                         ---               ---

    Net income                                  $156                      $6                       $1                        $(38)             $125
                                                ====                     ===                      ===                        ====              ====

    Earnings per
     share
        Basic                                  $0.88                   $0.04                    $0.01                      $(0.22)            $0.71
        Diluted                                 0.84                    0.04                     0.01                       (0.21)             0.68

    Weighted
     average
     shares
     outstanding
        Basic                                    177                     177                      177                         177               177
        Diluted                                  184                     184                      184                         184               184
    __________
    Note: EPS amounts may not add across due to rounding.
    (a)  Relates to costs incurred for the early repurchase of a portion of the Company's 3.50% convertible notes
     during third quarter of 2010.
    (b)  Relates to costs incurred in connection with the Company's acquisition of ResortQuest during September 2010.
    (c)  Relates to the net benefit from the resolution of and adjustment to certain contingent liabilities and
     assets primarily related to the accrual that was no longer needed for outstanding Cendant contingent tax
     liabilities since Cendant and the IRS agreed to settle the IRS examination of Cendant's taxable years 2003
     through 2006 on July 15, 2010.
    (d)  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, 2010
                                                                              ------------------------------------

                                                                   Early                                                Legacy
                                                           Extinguishment of
                                        As Reported               Debt               Acquisition Costs              Adjustments          As Adjusted
                                       -----------                ----               -----------------              -----------          -----------
    Net revenues
        Service fees
         and
         membership                           $1,298                                                                                           $1,298
        Vacation
         ownership
         interest
         sales                                   796                                                                                              796
        Franchise fees                           353                                                                                              353
        Consumer
         financing                               318                                                                                              318
        Other                                    149                                                                                              149
    Net revenues                               2,914                        -                         -                           -             2,914
                                               -----                      ---                       ---                         ---             -----

    Expenses
        Operating                              1,179                                                 (6)  (b)                                   1,173
        Cost of
         vacation
         ownership
         interests                               138                                                                                              138
        Consumer
         financing
         interest                                 80                                                                                               80
        Marketing and
         reservation                             410                                                                                              410
        General and
         administrative                          394                                                                             51  (c)          445
        Asset
         impairment                                4                                                                                                4
        Depreciation
         and
         amortization                            128                                                                                              128
    Total expenses                             2,333                        -                        (6)                         51             2,378
                                               -----                      ---                       ---                         ---             -----

    Operating
     income                                      581                        -                         6                         (51)              536
    Other income,
     net                                          (6)                                                 -                                            (6)
    Interest
     expense                                     133                      (27)  (a)                                                               106
    Interest
     income                                       (3)                                                                                              (3)

    Income before
     income taxes                                457                       27                         6                         (51)              439
    Provision for
     income taxes                                157                       11   (d)                   1   (d)                   (15) (d)          154
                                                 ---                      ---                       ---                         ---               ---

    Net income                                  $300                      $16                        $5                        $(36)             $285
                                                ====                      ===                       ===                        ====              ====

    Earnings per
     share
        Basic                                  $1.68                    $0.09                     $0.03                      $(0.21)            $1.59
        Diluted                                 1.62                     0.09                      0.03                       (0.20)             1.53

    Weighted
     average
     shares
     outstanding
        Basic                                    179                      179                       179                         179               179
        Diluted                                  186                      186                       186                         186               186
    __________
    Note: EPS amounts may not add across due to rounding.
    (a)  Relates to costs incurred for the early extinguishment of the Company's term loan facility and revolving
     foreign credit facility during March 2010 and the early repurchase of a portion of the Company's 3.50%
     convertible notes during the third quarter of 2010.
    (b)  Relates to costs incurred in connection with the Company's acquisitions of Hoseasons Holdings Ltd. during
     March 2010, the Tryp hotel brand during June 2010 and ResortQuest during September 2010.
    (c)  Relates to the net benefit from the resolution of and adjustment to certain contingent liabilities and assets
     primarily related to the accrual that was no longer needed for outstanding Cendant contingent tax liabilities
     since Cendant and the IRS agreed to settle the IRS examination of Cendant's taxable years 2003 through 2006 on
     July 15, 2010.
    (d)  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, equity
     investments and development advances and excluding cash
     payments related to the Company's contingent tax liabilities
     that it assumed and is responsible for pursuant to its
     separation from Cendant.  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, equity investments 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,
                                                  ------------------
                                                   2011            2010
                                                   ----            ----

    Net cash provided by
     operating activities                          $860            $528
    Less: Property and equipment
     additions                                     (153)           (100)
    Less: Equity investments and
     development advances                            (8)             (9)
    Plus: Cash payments related
     to contingent IRS tax
     liabilities                                      -             145
    Free cash flow                                 $699            $564
                                                   ====            ====


    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
                        ----
                                                                                 Full
                        2011                       Q1      Q2      Q3      Q4    Year
                        ----                       ---     ---     ---    ---   -----

    Gross VOI sales                                $319    $412    $455    N/A     N/A
    Less: Sales under the WAAM                      (18)    (19)    (38)   N/A     N/A
                                                    ---     ---     ---     --      --
    Gross VOI sales, net of WAAM
     sales                                          302     393     417    N/A     N/A
    Less: Loan loss provision                       (79)    (80)    (96)   N/A     N/A
                                                                            --      --
    Vacation ownership interest
     sales                                         $222    $313    $320    N/A     N/A
                                                   ====    ====    ====    ===     ===

                        2010
                        ----

    Gross VOI sales                                $308    $371    $412   $373  $1,464
    Less: Sales under the WAAM                       (5)    (13)    (20)   (14)    (51)
                                                    ---     ---     ---    ---     ---
    Gross VOI sales, net of WAAM
     sales                                          303     358     392    359   1,413
    Less: Loan loss provision                       (86)    (87)    (85)   (82)   (340)
    Vacation ownership interest
     sales                                         $217    $271    $308   $276  $1,072
                                                   ====    ====    ====   ====  ======

                        2009
                        ----

    Gross VOI sales                                $280    $327    $366   $343  $1,315
    Plus: Net effect of
     percentage-of-completion
     accounting                                      67      37      36     47     187
    Less: Loan loss provision                      (107)   (122)   (117) (103)    (449)
    Vacation ownership interest
     sales                                         $239    $242    $285   $287  $1,053
                                                   ====    ====    ====   ====  ======

                        2008
                        ----

    Gross VOI sales                                $458    $532    $566   $432  $1,987
    Plus/(less): Net effect of
     percentage-of-completion
     accounting                                     (82)     (5)     (2)    14     (75)
    Less: Loan loss provision                       (82)   (113)   (119) (136)    (450)
                                                    ---    ----    ----   ----    ----
    Vacation ownership interest
     sales                                         $294    $414    $446   $309  $1,463
                                                   ====    ====    ====   ====  ======
    _____________
    Note: Amounts may not add due to rounding.


    The following represents tele-sales upgrades, which are
     excluded from Gross VOI sales in the Company's VPG
     calculation (see Table 3):

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

                        2011                        $18     $18     $21    N/A     N/A
                        2010                        $20     $20     $23    $17     $80
                        2009                        $24     $23     $29    $28    $104
                        2008                        $33     $35     $49    $40    $156
    _____________
    Note: Amounts may not add across due to rounding.