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Wyndham Worldwide Reports First Quarter 2010 Earnings
--Results Exceed Expectations --Increases Full-Year Guidance

PARSIPPANY, N.J., April 28, 2010 /PRNewswire via COMTEX/ --Wyndham Worldwide Corporation (NYSE: WYN) today announced results for the three months ended March 31, 2010.

FIRST QUARTER HIGHLIGHTS:

  • Adjusted first quarter 2010 diluted earnings per share (EPS) was $0.34, compared with Company-issued guidance of $0.27 - $0.32.
  • Reported first quarter 2010 diluted EPS was $0.27, compared with $0.25 in the first quarter of 2009.
  • Free cash flow, which the Company defines as net cash from operations less capital expenditures, equity investments and development advances, increased 7% to $166 million in the first quarter of 2010, compared with $155 million during the same period in 2009.
  • For the quarter, the Company repurchased approximately 757,000 shares of its common stock at an average price of $24.20. The repurchase program was reactivated on February 19, 2010.
  • As previously announced, the Company tripled its quarterly dividend, paying its first dividend at the $0.12 per share level on March 15, 2010.

"Each of our three business units met or exceeded expectations in the first quarter, delivering terrific results while continuing to generate strong free cash flow. We are seeing great momentum at Wyndham Hotels and Resorts, with our flagship brand gaining significant market presence this year. Wyndham Exchange & Rentals continues to deliver stable, fee-for-service results from two fantastic business models, and Wyndham Vacation Ownership is performing better than ever, reflecting transformational changes implemented over the past 18 months," said Stephen P. Holmes, chairman and CEO, Wyndham Worldwide. "We are sharply focused to execute on our growth opportunities, not only as the economy recovers, but well into the future."

FIRST QUARTER 2010 OPERATING RESULTS

First quarter revenues of $886 million declined 2% from the prior-year period, due to the fact that first quarter 2009 revenues included a $67 million benefit from the recognition of revenues previously deferred under the percentage-of-completion (POC) accounting method associated with the Company's Vacation Ownership business. Excluding the effects of the POC method of accounting and favorable foreign currency of $12 million, adjusted revenue grew by 5%. The Company has decided to alter its business approach so that POC deferred revenue is eliminated going forward.

Reported net income for the first quarter of 2010 grew 11% to $50 million, or $0.27 per diluted share, compared with net income of $45 million, or $0.25 per diluted share, for the first quarter of 2009.

Adjusted net income for the first quarter of 2010 was $64 million, or $0.34 per diluted share, compared with $74 million, or $0.41 per diluted share, in the first quarter of 2009. The 2010 results reflect the absence of deferred revenues from the POC method of accounting included in 2009 and higher interest expense.

Excluded from the first quarter of 2010 adjusted net income are after-tax costs of $10 million associated with the early extinguishment of debt, $3 million of expenses related to the acquisition of Hoseasons Holdings Ltd. and $1 million of legacy expenses. Excluded from the first quarter of 2009 adjusted net income are after-tax costs of $27 million related to restructuring and $2 million of legacy expenses.

BUSINESS UNIT RESULTS

Lodging (Wyndham Hotel Group)

Revenues were $144 million in the first quarter of 2010, a decline of 6% compared with the first quarter of 2009, primarily reflecting a decline in RevPAR of 6.8% or 8.7% in constant currency.

First quarter 2010 EBITDA was $33 million compared with $38 million of adjusted EBITDA in the first quarter of 2009, which excluded $3 million of restructuring costs. The decrease reflects the decline in RevPAR, which was partially offset by expense reductions.

As of March 31, 2010, the Company's hotel system consisted of approximately 7,090 properties and 593,300 rooms, of which 22% were international. The development pipeline included approximately 910 hotels and 106,500 rooms, of which 53% were new construction and 45% were international.

Vacation Exchange and Rentals (Wyndham Exchange & Rentals)

Revenues were $300 million in the first quarter of 2010, a 5% increase compared with the first quarter of 2009. In constant currency, revenues were flat.

Exchange revenues were $189 million, a 2% increase compared with the first quarter of 2009. In constant currency, exchange revenues were flat compared with the first quarter of 2009, reflecting relatively flat performance in exchange revenue per member and average number of members.

Vacation rental revenues were $105 million, a 9% increase compared with the first quarter of 2009. In constant currency, vacation rental revenues increased 2% compared with the first quarter of 2009, reflecting the acquisition of UK rental brand Hoseasons, which closed in March.

First quarter 2010 Exchange and Rentals adjusted EBITDA was $84 million, which excluded $4 million of costs related to the Hoseasons acquisition, compared with $80 million in the first quarter of 2009, which excluded $4 million of restructuring costs. Excluding a favorable net effect of foreign currency of $2 million, first quarter 2010 adjusted EBITDA increased 3% compared with the first quarter of 2009.

Vacation Ownership (Wyndham Vacation Ownership)

Gross Vacation Ownership Interest (VOI) sales were $308 million in the first quarter of 2010, up 10% from the first quarter of 2009, reflecting an increase of 25% in volume per guest, partially offset by a 10% decrease in tour flow consistent with the Company's planned restructuring of the business.

Total segment revenues were $444 million in the first quarter of 2010 compared with $462 million in the first quarter of 2009, which included the recognition of $67 million of previously deferred POC revenues. This unfavorable impact was partially offset by the increase in gross VOI sales and a reduction in the provision for loan losses of $21 million, primarily related to improved credit metrics of the portfolio.

EBITDA for the first quarter of 2010 was $82 million, compared with adjusted EBITDA of $79 million in the first quarter of 2009, which excluded $35 million of restructuring costs. Excluding an estimated $31 million impact from the POC method of accounting in the first quarter of 2009, first quarter 2010 adjusted EBITDA increased 71%, reflecting the increase in gross VOI sales and the lower provision for loan losses.

Other Items

  • The Company repurchased approximately 757,000 shares of stock during the first quarter of 2010 at an average price of $24.20 and an additional 474,000 shares at an average price of $26.53 through April 27, 2010.
  • Interest expense in the first quarter of 2010 was $50 million, an increase of $31 million from the first quarter of 2009, reflecting a $16 million charge primarily related to the early extinguishment of the Company's term loan facility in March 2010 and higher interest expense related to long-term debt issuances in May 2009 and February 2010.
  • On March 29, 2010, the Company closed on a new $950 million revolving credit facility, which matures October 1, 2013.

Balance Sheet Information as of March 31, 2010:

  • Cash and cash equivalents of approximately $165 million, compared with $155 million at December 31, 2009
  • Vacation ownership contract receivables, net, of $3.0 billion, compared with $3.1 billion at December 31, 2009
  • Vacation ownership and other inventory of approximately $1.3 billion, unchanged from December 31, 2009
  • Securitized vacation ownership debt of $1.5 billion, unchanged from December 31, 2009
  • Other debt of $2.1 billion, compared with $2.0 billion at December 31, 2009, reflecting an increase in fair value of the conversion feature related to the Company's convertible notes. The remaining borrowing capacity on the revolving credit facility was $721 million, compared with $869 million as of December 31, 2009.

A schedule of debt is included in the financial tables section of this press release.

Outlook

The Company increased full-year 2010 guidance:

  • Revenues increased to $3.6 - $3.9 billion from $3.5 - $3.9 billion
  • Adjusted EBITDA increased to $805 - $840 million from $775 - $825 million
  • Adjusted diluted EPS increased to $1.56 - $1.71 from $1.48 - $1.69

For the second quarter of 2010, the Company expects adjusted diluted EPS of $0.38 - $0.42 based on weighted average shares of 189 million.

The guidance reflects assumptions used for internal planning purposes. All guidance excludes legacy items, restructuring costs, debt extinguishment and acquisition costs, if any, 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.

Conference Call Information

Wyndham Worldwide Corporation will hold a conference call with investors to discuss this news on Wednesday, April 28, 2010 at 8:30 a.m. EDT. Listeners may access the webcast live through the Company's website at www.wyndhamworldwide.com/investors. An archive of this webcast will be available at the website for approximately 90 days beginning at noon EDT on April 28, 2010. The conference call may also be accessed by dialing (800) -369-2052 and providing the passcode "WYNDHAM." Listeners are urged to call at least 10 minutes prior to the scheduled start time. A telephone replay will be available for approximately 90 days beginning at noon EDT on April 28, 2010, at (888) -566-0509.

Presentation of Financial Information

Financial information discussed in this press release includes both GAAP and non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported results and are intended to illustrate what management believes are relevant period-over-period comparisons. A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the financial tables section of the press release.

About Wyndham Worldwide Corporation

As one of the world's largest hospitality companies, Wyndham Worldwide offers individual consumers and business-to-business customers a broad suite of hospitality products and services across various accommodation alternatives and price ranges through its premier portfolio of world-renowned brands. Wyndham Hotel Group encompasses approximately 7,090 franchised hotels and approximately 593,300 hotel rooms worldwide. Wyndham Exchange & Rentals offers leisure travelers, including its 3.8 million members, access to over 65,000 vacation properties located in approximately 100 countries. Wyndham Vacation Ownership develops, markets and sells vacation ownership interests and provides consumer financing to owners through its network of over 155 vacation ownership resorts serving over 820,000 owners throughout North America, the Caribbean and the South Pacific. Wyndham Worldwide, headquartered in Parsippany, N.J., employs approximately 25,000 employees globally.

For more information about Wyndham Worldwide, please visit the Company's website at www.wyndhamworldwide.com.

Forward-Looking Statements

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

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include general economic conditions, the performance of the financial and credit markets, the economic environment for the hospitality industry, the impact of war and terrorist activity, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, as well as those described in the Company's Annual Report on Form 10-K, filed with the SEC on February 19, 2010. Except for the Company's ongoing obligations to disclose material information under the federal securities laws, it undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.



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


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


    The following tables summarize net revenues and EBITDA for reportable
    segments, as well as reconcile EBITDA to net income for the three months
    ended March 31, 2010 and 2009:



                                    Three Months Ended March 31,
                                   ----------------------------
                                     2010                        2009
                         Net Revenues     EBITDA      Net Revenues   EBITDA(d)
                         ------------     ------       ------------    ------
    Lodging                  $144           $33           $154         $35
    Vacation Exchange
     and Rentals              300            80 (c)        287          76
    Vacation Ownership        444            82            462          44 (e)
                              ---           ---            ---         ---
         Total Reportable
          Segments            888           195            903         155
    Corporate and Other
     (a) (b)                   (2)          (20)           (2)         (21)
         Total Company       $886          $175          $901         $134
                             ====          ====           ====        ====

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

    EBITDA                                 $175                       $134
    Depreciation and amortization            44                         43
    Interest expense                         50 (f)                    19
    Interest income                          (1)                       (2)
                                            ---                       ---
    Income before income taxes               82                        74
    Provision for income taxes               32                        29
                                            ---                       ---
    Net income                              $50                       $45
                                            ===                       ===

    (a) Includes the elimination of transactions between segments.

    (b) Includes $2 million ($1 million, net of tax) and $4 million ($2
    million, net of tax) of a net expense during the three months ended March
    31, 2010 and 2009, respectively, related to the resolution of and
    adjustment to certain contingent liabilities and assets.

    (c) Includes $4 million ($3 million, net of tax) related to costs incurred
    in connection with the Company's acquisition of Hoseasons Holdings Ltd.
    during March 2010.

    (d) Includes restructuring costs of $3 million, $4 million, $35 million
    and $1 million for Lodging, Vacation Exchange and Rentals, Vacation
    Ownership and Corporate and Other, respectively.  The after-tax impact of
    such costs is $27 million.

    (e) Includes a non-cash impairment charge of $5 million ($4 million, net
    of tax) 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) Includes $1 million and $15 million for Vacation Ownership and
    Corporate and Other, respectively, of costs incurred for the early
    extinguishment of the Company's revolving foreign credit facility and term
    loan facility during March 2010.  The after-tax impact of such costs is
    $10 million.


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



                                        Three Months Ended
                                             March 31,
                                             ---------
                                         2010               2009
                                         ----               ----
    Net revenues
      Service fees and membership        $424               $400
      Vacation ownership interest sales   217                239
      Franchise fees                       92                 99
      Consumer financing                  105                109
      Other                                48                 54
                                          ---                ---
    Net revenues                          886                901
                                          ---                ---

    Expenses
      Operating                           381  (a)           368
      Cost of vacation ownership
       interests                           36                 49
      Consumer financing interest          24                 32
      Marketing and reservation           123                137
      General and administrative (b)      148                135
      Asset impairment                      -                  5  (c)
      Restructuring costs                   -                 43  (d)
      Depreciation and amortization        44                 43
                                          ---                ---
    Total expenses                        756                812
                                          ---                ---

    Operating income                      130                 89
    Other income, net                      (1)                (2)
    Interest expense                       50  (e)            19
    Interest income                        (1)                (2)
                                          ---                ---

    Income before income taxes             82                 74
    Provision for income taxes             32                 29
                                          ---                ---

    Net income                            $50                $45
                                          ===                ===

    Earnings per share
      Basic                             $0.28              $0.25
      Diluted                            0.27               0.25

    Weighted average shares outstanding
      Basic                               179                178
      Diluted                             186                178


    __________
    (a)  Includes $4 million ($3 million, net of tax) related to costs
         incurred in connection with the Company's acquisition of Hoseasons
         Holdings Ltd. during March 2010.
    (b)  Includes $2 million ($1 million, net of tax) and $4 million ($2
         million, net of tax) of a net expense during the three months ended
         March 31, 2010 and 2009, respectively, related to the resolution of
         and adjustment to certain contingent liabilities and assets.
    (c)  Represents a non-cash impairment charge of $5 million ($4 million,
         net of tax) 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.
    (d)  Relates to costs incurred as a result of various strategic
         initiatives approved by the Company and commenced during 2008.  The
         after-tax impact of such costs was $27 million.
    (e)  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.  The after-tax impact of such costs was
         $10 million.


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


                                              Year         Q1          Q2
    Lodging (a)
      Number of Rooms                          2010     593,300        N/A
                                               2009     588,500    590,200
                                               2008     551,100    551,500
                                               2007     539,300    541,700

      RevPAR                                   2010      $25.81        N/A
                                               2009      $27.69     $32.38
                                               2008      $32.21     $38.87
                                               2007      $31.35     $38.35

    Vacation Exchange and Rentals (b)
      Average Number of Members (in 000s)      2010       3,746        N/A
                                               2009       3,789      3,795
                                               2008       3,632      3,682
                                               2007       3,474      3,506

      Exchange Revenue Per Member              2010     $201.93        N/A
                                               2009     $194.83    $174.22
                                               2008     $234.05    $201.04
                                               2007     $236.71    $203.84

      Vacation Rental Transactions (in 000s)
       (c)                                     2010         291        N/A
                                               2009         273        231
                                               2008         269        220
                                               2007         272        223

      Average Net Price Per Vacation Rental
       (c)                                     2010     $361.17        N/A
                                               2009     $353.15    $471.74
                                               2008     $442.50    $541.69
                                               2007     $365.20    $465.60

    Vacation Ownership
      Gross Vacation Ownership Interest Sales
       (in 000s)                               2010    $308,000        N/A
                                               2009    $280,000   $327,000
                                               2008    $458,000   $532,000
                                               2007    $430,000   $523,000

      Tours                                    2010     123,000        N/A
                                               2009     137,000    164,000
                                               2008     255,000    314,000
                                               2007     240,000    304,000

      Volume Per Guest (VPG)                   2010      $2,334        N/A
                                               2009      $1,866     $1,854
                                               2008      $1,668     $1,583
                                               2007      $1,607     $1,596




                                       Q3         Q4         Full Year
    Lodging (a)
      Number of Rooms                     N/A        N/A           N/A
                                      590,900    597,700           N/A
                                      583,400    592,900           N/A
                                      540,900    550,600           N/A

      RevPAR                              N/A        N/A           N/A
                                       $34.81     $26.47        $30.34
                                       $41.93     $30.03        $35.74
                                       $43.10     $33.09        $36.48

    Vacation Exchange and Rentals
     (b)
      Average Number of Members (in
       000s)                              N/A        N/A           N/A
                                        3,781      3,765         3,782
                                        3,673      3,693         3,670
                                        3,538      3,588         3,526

      Exchange Revenue Per Member         N/A        N/A           N/A
                                      $173.90    $163.89       $176.73
                                      $193.39    $165.99       $198.48
                                      $203.44    $195.86       $209.80

      Vacation Rental Transactions
       (in 000s) (c)                      N/A        N/A           N/A
                                          264        196           964
                                          255        191           936
                                          254        192           942

      Average Net Price Per Vacation
       Rental (c)                         N/A        N/A           N/A
                                      $594.34    $499.66       $477.38
                                      $659.93    $460.86       $528.95
                                      $598.26    $504.47       $480.32

    Vacation Ownership
      Gross Vacation Ownership
       Interest Sales (in 000s)           N/A        N/A           N/A
                                     $366,000   $343,000    $1,315,000
                                     $566,000   $432,000    $1,987,000
                                     $552,000   $488,000    $1,993,000

      Tours                               N/A        N/A           N/A
                                      173,000    142,000       617,000
                                      334,000    240,000     1,143,000
                                      332,000    268,000     1,144,000

      Volume Per Guest (VPG)              N/A        N/A           N/A
                                       $1,944     $2,210        $1,964
                                       $1,550     $1,630        $1,602
                                       $1,545     $1,690        $1,606



    Note: Full year amounts may not foot across due to rounding.
    (a)   Includes the impact of the acquisition of Microtel Inns & Suites and
          Hawthorn Suites (July 2008) from the acquisition date forward.
          Therefore, the operating statistics are not presented on a
          comparable basis.
    (b)   Vacation Exchange and Rentals statistics have been revised to
          capture member-related rentals and other servicing fees as
          components of the exchange statistics.  Previously,  such amounts
          were included within the Company's vacation rental statistics and
          other ancillary revenues.
    (c)   Includes the impact of the acquisition of Hoseasons Holdings Ltd.
          (March 2010) from the acquisition date forward.  Therefore, the
          operating statistics are not presented on a comparable basis.



                                    Table 3
                                   (2 of 3)
                         Wyndham Worldwide Corporation
                               ADDITIONAL DATA



                                               Year         Q1          Q2
    Lodging (a)
      Number of Properties                     2010       7,090        N/A
                                               2009       6,990      7,020
                                               2008       6,550      6,560
                                               2007       6,450      6,460

    Vacation Ownership
      Deferred Revenues (in 000s) (b)          2010          $-        N/A
                                               2009     $66,516    $37,140
                                               2008    $(81,716)   $(5,240)
                                               2007      $3,906    $(4,908)

      Provision for Loan Losses (in 000s) (c)  2010     $86,332        N/A
                                               2009    $107,202   $121,641
                                               2008     $82,344   $112,669
                                               2007     $60,869    $75,032




                                         Q3        Q4          Full Year
    Lodging (a)
      Number of Properties               N/A         N/A           N/A
                                       7,040       7,110           N/A
                                       6,970       7,040           N/A
                                       6,460       6,540           N/A

    Vacation Ownership
      Deferred Revenues (in 000s)
       (b)                               N/A         N/A           N/A
                                     $36,102     $46,784      $186,543
                                     $(2,023)    $13,870      $(75,108)
                                        $506    $(21,092)     $(21,588)

      Provision for Loan Losses (in
       000s) (c)                         N/A         N/A           N/A
                                    $117,111    $103,115      $449,069
                                    $118,609    $136,090      $449,712
                                     $85,762     $83,644      $305,307



    Note: Full year amounts may not foot across due to rounding.
    (a) Information includes the impact of the acquisition of Microtel Inns &
        Suites and Hawthorn Suites (July 2008) from the acquisition date
        forward.  Therefore, the data is not presented on a comparable
        basis.

    (b) Represents the revenue that is deferred under the percentage of
        completion method of accounting.  Under the percentage of completion
        method of accounting, a portion of the total revenue from a vacation
        ownership contract sale is not recognized if the construction of the
        vacation resort has not yet been fully completed.  This revenue will
        be recognized in future periods in proportion to the costs incurred
        as compared to the total expected costs for completion of
        construction of the vacation resort.  Positive amounts represent the
        recognition of previously deferred revenues.

    (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.






                                                                      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 affiliated with the
     Wyndham Hotels and Resorts brand 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 products and services.

    Exchange Revenue Per Member: Represents total revenue 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
     each time a standard one-week rental is booked.

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

    Vacation Ownership
    Gross Vacation Ownership Interest Sales: Represents total 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 comparison eliminating the effects of
     foreign exchange rate fluctuations between periods.




                                                                   Table 4

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



                                                              2010
                                                               ---
                                                     Q1         Q2          Q3
                                                     --         --          --
    Lodging
      Royalties and Franchise Fees                  $52        N/A         N/A

      Marketing, Reservation and Wyndham
       Rewards Revenues (a)                          50        N/A         N/A

      Property Management Reimbursable
       Revenues (b)                                  21        N/A         N/A

      Ancillary Revenues (c)                         21        N/A         N/A
                                                    ---         --          --
      Total Lodging                                 144        N/A         N/A
                                                    ---         --          --

    Vacation Exchange and Rentals
      Exchange Revenues                             189        N/A         N/A

      Rental Revenues                               105        N/A         N/A

      Ancillary Revenues (d)                          6        N/A         N/A
                                                    ---         --          --
      Total Vacation Exchange and Rentals           300        N/A         N/A
                                                    ---         --          --

    Vacation Ownership
      Vacation Ownership Interest Sales             217        N/A         N/A

      Consumer Financing                            105        N/A         N/A

      Property Management Fees                      100        N/A         N/A

      Ancillary Revenues (e)                         22        N/A         N/A
                                                    ---         --          --
      Total Vacation Ownership                      444        N/A         N/A
                                                    ---         --          --
    Total Reportable Segments                      $888        N/A         N/A
                                                   ====         ==          ==



                                                        2010
                                                         ---
                                                    Q4         Year
                                                    --         ----
    Lodging
      Royalties and Franchise Fees                  N/A         N/A

      Marketing, Reservation and Wyndham
       Rewards Revenues (a)                         N/A         N/A

      Property Management Reimbursable
       Revenues (b)                                 N/A         N/A

      Ancillary Revenues (c)                        N/A         N/A
                                                     --          --
      Total Lodging                                 N/A         N/A
                                                     --          --

    Vacation Exchange and Rentals
      Exchange Revenues                             N/A         N/A

      Rental Revenues                               N/A         N/A

      Ancillary Revenues (d)                        N/A         N/A
                                                     --          --
      Total Vacation Exchange and Rentals           N/A         N/A
                                                     --          --

    Vacation Ownership
      Vacation Ownership Interest Sales             N/A         N/A

      Consumer Financing                            N/A         N/A

      Property Management Fees                      N/A         N/A

      Ancillary Revenues (e)                        N/A         N/A
                                                     --          --
      Total Vacation Ownership                      N/A         N/A
                                                     --          --
    Total Reportable Segments                       N/A         N/A
                                                     ==          ==



                                                  2009
                                                   ---
                                             Q1    Q2      Q3
                                             --    --      --
    Lodging
      Royalties and Franchise Fees          $57    $68    $72

      Marketing, Reservation and Wyndham
       Rewards Revenues (a)                  54     66     73

      Property Management Reimbursable
       Revenues (b)                          22     23     21

      Ancillary Revenues (c)                 21     17     17
                                            ---
      Total Lodging                         154    174    183
                                            ---    ---    ---

    Vacation Exchange and Rentals
      Exchange Revenues                     185    165    164

      Rental Revenues                        96    109    157

      Ancillary Revenues (d)                  6      6      6
                                            ---
      Total Vacation Exchange and Rentals   287    280    327
                                            ---    ---    ---

    Vacation Ownership
      Vacation Ownership Interest Sales     239    242    285

      Consumer Financing                    109    109    108

      Property Management Fees               91     94     96

      Ancillary Revenues (e)                 23     22     19
                                            ---
      Total Vacation Ownership              462    467    508
                                            ---    ---    ---
    Total Reportable Segments              $903   $921 $1,018
                                           ====   ==== ======



                                                         2009
                                                          ---
                                                    Q4         Year
                                                    --         ----
    Lodging
      Royalties and Franchise Fees                   57         254

      Marketing, Reservation and Wyndham
       Rewards Revenues (a)                          53         246

      Property Management Reimbursable
       Revenues (b)                                  19          85

      Ancillary Revenues (c)                         20          75

      Total Lodging                                 149         660
                                                    ---         ---

    Vacation Exchange and Rentals
      Exchange Revenues                             154         668

      Rental Revenues                                98         460

      Ancillary Revenues (d)                          6          24

      Total Vacation Exchange and Rentals           258       1,152
                                                    ---       -----

    Vacation Ownership
      Vacation Ownership Interest Sales             287       1,053

      Consumer Financing                            109         435

      Property Management Fees                       95         376

      Ancillary Revenues (e)                         17          81

      Total Vacation Ownership                      508       1,945
                                                    ---       -----
    Total Reportable Segments                      $915      $3,757
                                                   ====      ======



                                                              2008
                                                               ---
                                                    Q1         Q2          Q3
                                                    --         --          --
    Lodging
      Royalties and Franchise Fees                  $64        $78         $88

      Marketing, Reservation and Wyndham
       Rewards Revenues (a)                          60         75          84

      Property Management Reimbursable
       Revenues (b)                                  27         26          25

      Ancillary Revenues (c)                         19         21          16

      Total Lodging                                 170        200         213
                                                    ---        ---         ---

    Vacation Exchange and Rentals
      Exchange Revenues                             213        185         178

      Rental Revenues                               119        119         169

      Ancillary Revenues (d)                          9         10           7

      Total Vacation Exchange and Rentals           341        314         354
                                                    ---        ---         ---

    Vacation Ownership
      Vacation Ownership Interest Sales             294        414         446

      Consumer Financing                             99        104         111

      Property Management Fees                       85         84          89

      Ancillary Revenues (e)                         26         19          15

      Total Vacation Ownership                      504        621         661
                                                    ---        ---         ---
    Total Reportable Segments                    $1,015     $1,135      $1,228
                                                 ======     ======      ======




                                                       2008
                                                        ---
                                                    Q4         Year
                                                    --         ----
    Lodging
      Royalties and Franchise Fees                  $66        $297

      Marketing, Reservation and Wyndham
       Rewards Revenues (a)                          61         280

      Property Management Reimbursable
       Revenues (b)                                  21         100

      Ancillary Revenues (c)                         22          76

      Total Lodging                                 170         753
                                                    ---         ---

    Vacation Exchange and Rentals
      Exchange Revenues                             152         728

      Rental Revenues                                88         495

      Ancillary Revenues (d)                         10          36

      Total Vacation Exchange and Rentals           250       1,259
                                                    ---       -----

    Vacation Ownership
      Vacation Ownership Interest Sales             309       1,463

      Consumer Financing                            112         426

      Property Management Fees                       89         346

      Ancillary Revenues (e)                        (18)         43

      Total Vacation Ownership                      492       2,278
                                                    ---       -----
    Total Reportable Segments                      $912      $4,290
                                                   ====      ======



                                                   2007
                                                    ---
                                             Q1    Q2      Q3
                                             --    --      --
    Lodging
      Royalties and Franchise Fees           $63    $78    $89

      Marketing, Reservation and Wyndham
       Rewards Revenues (a)                   60     73     84

      Property Management Reimbursable
       Revenues (b)                           16     22     26

      Ancillary Revenues (c)                  13     13     12

      Total Lodging                          152    186    211
                                             ---    ---    ---

    Vacation Exchange and Rentals
      Exchange Revenues                      206    179    180

      Rental Revenues                         99    104    152

      Ancillary Revenues (d)                   9      5      4

      Total Vacation Exchange and Rentals    314    288    336
                                             ---    ---    ---

    Vacation Ownership
      Vacation Ownership Interest Sales      373    443    467

      Consumer Financing                      81     88     93

      Property Management Fees                74     78     79

      Ancillary Revenues (e)                  21     20     32

      Total Vacation Ownership               549    629    671
                                             ---    ---    ---
    Total Reportable Segments             $1,015 $1,103 $1,218
                                          ====== ====== ======



                                                       2007
                                                        ---
                                                    Q4         Year
                                                    --         ----
    Lodging
      Royalties and Franchise Fees                  $67        $296

      Marketing, Reservation and Wyndham
       Rewards Revenues (a)                          64         281

      Property Management Reimbursable
       Revenues (b)                                  28          92

      Ancillary Revenues (c)                         17          56
                                                                ---
      Total Lodging                                 176         725
                                                    ---         ---

    Vacation Exchange and Rentals
      Exchange Revenues                             175         740

      Rental Revenues                                97         452

      Ancillary Revenues (d)                          8          26

      Total Vacation Exchange and Rentals           280       1,218
                                                    ---       -----

    Vacation Ownership
      Vacation Ownership Interest Sales             383       1,666

      Consumer Financing                             96         358

      Property Management Fees                       78         310

      Ancillary Revenues (e)                         19          91

      Total Vacation Ownership                      576       2,425
                                                    ---       -----
    Total Reportable Segments                    $1,032      $4,368
                                                 ======      ======



    Note: Full year amounts may not foot 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.
    (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 businesses.





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


                                     March 31,   December 31,  September 30,
                                          2010          2009           2009
                                          ----           ---            ---

    Securitized vacation
     ownership debt
      Term notes                        $1,258        $1,112         $1,305
      Bank conduit facilities (a)          240           395            299
                                           ---           ---            ---
    Securitized vacation
     ownership debt (b)                  1,498         1,507          1,604
    Less: Current portion of
     securitized vacation
     ownership debt                        220           209            291
    Long-term securitized
     vacation ownership debt            $1,278        $1,298         $1,313
                                        ======        ======         ======

    Debt:
      6.00% senior unsecured notes
       (due December 2016) (c)            $798          $797           $797
      Term loan (d)                          -           300            300
      Revolving credit facility
       (due October 2013) (e)              199             -             21
      9.875% senior unsecured
       notes (due May 2014) (f)            239           238            237
      3.50% convertible notes (due
       May 2012) (g)                       448           367            309
      7.375% senior unsecured
       notes (due March 2020) (h)          247             -              -
      Vacation ownership bank
       borrowings (i)                        -           153            163
      Vacation rentals capital
       leases                              123           133            139
      Other                                 28            27             23
                                           ---           ---            ---
    Total debt                           2,082         2,015          1,989
    Less: Current portion of
     debt                                   23           175            176
    Long-term debt                      $2,059        $1,840         $1,813
                                        ======        ======         ======



                                                  June 30,         March 31,
                                                  --------         ---------
                                                      2009             2009
                                                      ----             ----

    Securitized vacation ownership debt
      Term notes                                    $1,290           $1,165
      Bank conduit facilities (a)                      340              569
                                                       ---              ---
    Securitized vacation ownership debt
     (b)                                             1,630            1,734
    Less: Current portion of securitized
     vacation ownership debt                           288              305
    Long-term securitized vacation
     ownership debt                                 $1,342           $1,429
                                                    ======           ======

    Debt:
      6.00% senior unsecured notes (due
       December 2016) (c)                             $797             $797
      Term loan (d)                                    300              300
      Revolving credit facility (due
       October 2013) (e)                                30              517
      9.875% senior unsecured notes (due
       May 2014) (f)                                   237                -
      3.50% convertible notes (due May
       2012) (g)                                       253                -
      7.375% senior unsecured notes (due
       March 2020) (h)                                   -                -
      Vacation ownership bank borrowings
       (i)                                             154              156
      Vacation rentals capital leases                  135              130
      Other                                             22               13
                                                       ---              ---
    Total debt                                       1,928            1,913
    Less: Current portion of debt                      169              166
    Long-term debt                                  $1,759           $1,747
                                                    ======           ======



    (a)  Represents (i) a 364-day, non-recourse vacation ownership bank
    conduit facility with a term through October 2010 and borrowing
    capacity of $600 million and (ii) the outstanding balance of the
    Company's prior bank conduit facility through October 8, 2009, the
    date on which such balance was repaid.  As of March 31, 2010, our
    364-day facility has remaining borrowing capacity of $360 million.

    (b)  This debt is collateralized by $2,712 million, $2,755 million,
    $2,947 million, $2,916 million and $3,005 million of underlying
    vacation ownership contract receivables and related assets as of
    March 31, 2010, December 31, 2009, September 30, 2009, June 30, 2009
    and March 31, 2009, respectively.

    (c)  The balance as of March 31, 2010 represents $800 million
    aggregate principal less $2 million of unamortized discount.

    (d)  The Company's term loan facility was fully repaid during March 2010.

    (e)  During March 2010, the Company replaced its five-year $900
    million revolving credit facility with a $950 million revolving
    credit facility that expires on October 1, 2013.  As of March 31,
    2010, the Company has $30 million of outstanding letters of credit
    and a remaining borrowing capacity of $721 million.

    (f)  Represents senior unsecured notes issued by the Company during
    May 2009.  The balance as of March 31, 2010 represents $250 million
    aggregate principal less $11 million of unamortized discount.

    (g)  Represents cash convertible notes issued by the Company during
    May 2009, which includes debt principal less unamortized discount,
    as well as a liability related to a bifurcated conversion feature.
    The following table details the components of the convertible notes:






                    March 31,       December 31,     September 30,    June 30,
                      2010             2009               2009          2009
                      ----             ----               ----          ----

    Debt principal    $230             $230               $230          $230
    Unamortized
     discount          (35)             (39)               (43)          (46)
                      ----              ---                ---           ---
    Debt less discount 195              191                187           184
    Fair value of
     bifurcated
     conversion
     feature (*)       253              176                122            69
    Cash convertible
     notes            $448             $367               $309          $253
                      ====             ====               ====          ====

          (*) The Company also has an asset with a fair value approximate to
          the bifurcated conversion feature, which represents cash-settled
          call options that the Company purchased concurrently with the
          issuance of the
          convertible notes.

    (h)  Represents senior unsecured notes issued by the Company during
         February 2010.  The balance as of March 31, 2010 represents $250
         million aggregate principal less $3 million of unamortized discount.
    (i)  Represents a 364-day, AUD 213 million, secured, revolving foreign
         credit facility, which was paid down and terminated during March
         2010.




                                   Table 6

                       Wyndham Worldwide Corporation
                         HOTEL BRAND SYSTEMS DETAILS



                    As of and For the Three Months Ended March 31, 2010
                   ---------------------------------------------------
                                                             Average
                              Number of      Number of     Occupancy
            Brand            Properties        Rooms          Rate
            -----            ----------     ----------    ----------

     Wyndham Hotels and
      Resorts                         94          25,140         51.2%

     Wingate by Wyndham              164          15,020         51.8%

     Hawthorn Suites by
      Wyndham                         87           8,106         49.2%

     Ramada                          899         117,555         43.2%

     Baymont                         242          20,529         41.3%

     Days Inn                      1,860         149,770         38.7%

     Super 8                       2,134         132,910         41.1%

     Howard Johnson                  489          46,588         38.8%

     Travelodge                      452          33,604         38.1%

     Microtel Inns &
      Suites                         317          22,550         43.5%

     Knights Inn                     347          21,155         33.1%

     Affiliated Hotels (*)             2             404          N/A

       Total                       7,087         593,331         41.1%



              As of and For the Three Months Ended March 31, 2010
              ---------------------------------------------------
                                              Average
                                            Revenue Per
                                Average      Available
                              Daily Rate        Room
             Brand               (ADR)        (RevPAR)
             -----           -----------   ------------

      Wyndham Hotels and
       Resorts                    $112.88        $57.74

      Wingate by Wyndham           $77.42        $40.09

      Hawthorn Suites by
       Wyndham                     $76.99        $37.89

      Ramada                       $72.76        $31.42

      Baymont                      $57.68        $23.83

      Days Inn                     $57.80        $22.36

      Super 8                      $52.93        $21.76

      Howard Johnson               $57.69        $22.37

      Travelodge                   $61.40        $23.39

      Microtel Inns &
       Suites                      $54.99        $23.94

      Knights Inn                  $38.94        $12.89

      Affiliated Hotels (*)           N/A           N/A

        Total                      $62.78        $25.81





                  As of and For the Three Months Ended March 31, 2009
                  ---------------------------------------------------
                                                               Average
                                Number of      Number of     Occupancy
      Brand                    Properties        Rooms          Rate
      -----                    ----------     ----------    ----------

      Wyndham Hotels and
       Resorts                          82          21,650         51.6%

      Wingate by Wyndham               166          15,195         50.7%

      Hawthorn Suites by
       Wyndham                          90           8,448         50.6%

      Ramada                           885         114,448         44.0%

      Baymont                          225          18,914         43.8%

      Days Inn                       1,851         150,319         41.4%

      Super 8                        2,105         130,725         43.6%

      Howard Johnson                   475          46,273         39.9%

      Travelodge                       471          35,477         39.6%

      Microtel Inns &
       Suites                          313          22,476         45.5%

      Knights Inn                      309          19,920         36.1%

      Affiliated Hotels (*)             21           4,613          N/A

        Total                        6,993         588,458         42.9%



               As of and For the Three Months Ended March 31, 2009
               ---------------------------------------------------
                                              Average
                                            Revenue Per
                                Average      Available
                              Daily Rate        Room
      Brand                      (ADR)        (RevPAR)
      -----                  -----------   ------------

      Wyndham Hotels and
       Resorts                    $124.60        $64.27

      Wingate by Wyndham           $85.17        $43.15

      Hawthorn Suites by
       Wyndham                     $89.93        $45.53

      Ramada                       $74.44        $32.78

      Baymont                      $61.63        $26.97

      Days Inn                     $59.30        $24.57

      Super 8                      $54.67        $23.84

      Howard Johnson               $60.02        $23.97

      Travelodge                   $57.07        $22.58

      Microtel Inns &
       Suites                      $55.96        $25.48

      Knights Inn                  $41.08        $14.82

      Affiliated Hotels (*)           N/A           N/A

        Total                      $64.48        $27.69


    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.
    (*)  Represents properties managed under a joint venture and, as of
    December 31, 2009, also includes properties for which we receive a
    fee for reservation services provided.  As these properties are not
    branded, operating statistics (such as average occupancy rate, ADR
    and RevPAR) are not relevant.  Amounts as of December 31, 2009 also
    include Amerihost branded properties.





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


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


                                       Legacy          Adjusted
    Three months ended March         Adjustments
     31, 2010                            (c)            EBITDA
                                      -----------       ------
    Lodging                                  $-              $33
    Vacation Exchange and
     Rentals                                  -               84
    Vacation Ownership                        -               82
                                            ---              ---
      Total Reportable Segments               -              199
    Corporate and Other (a)                   2              (18)
                                            ---
      Total Company                          $2             $181
                                            ===             ====



    (a)  Includes the elimination of transactions between segments.
    (b)  Relates to costs incurred in connection with the Company's
    acquisition of Hoseasons Holdings Ltd. during March 2010.
    (c)  Relates to the net expense from the resolution of and adjustment
    to certain contingent liabilities and assets.







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


                                                Reported     Restructuring
    Three months ended March 31,                             Related Costs
     2009                        Net Revenues    EBITDA           (b)
                                 ------------    ------       -------------
    Lodging                               $154          $35              $3
    Vacation Exchange and
     Rentals                               287           76               4
    Vacation Ownership                     462           44              35
                                           ---          ---             ---
      Total Reportable Segments            903          155              42
    Corporate and Other (a)                 (2)         (21)              1
                                           ---          ---             ---
      Total Company                       $901         $134             $43
                                          ====         ====             ===

    Three months ended June 30,
     2009
    Lodging                               $174          $50              $-
    Vacation Exchange and
     Rentals                               280           56               2
    Vacation Ownership                     467          107               1
                                           ---          ---             ---
      Total Reportable Segments            921          213               3
    Corporate and Other (a)                 (1)         (17)              -
                                           ---          ---             ---
      Total Company                       $920         $196              $3
                                          ====         ====             ===


    Three months ended September
     30, 2009
    Lodging                               $183          $58              $-
    Vacation Exchange and
     Rentals                               327          107               -
    Vacation Ownership                     508          104               -
                                           ---          ---             ---
      Total Reportable Segments          1,018          269               -
    Corporate and Other (a)                 (2)         (15)              -
                                           ---          ---             ---
      Total Company                     $1,016         $254              $-
                                        ======         ====             ===


    Three months ended December
     31, 2009
    Lodging                               $149          $32              $-
    Vacation Exchange and
     Rentals                               258           48               -
    Vacation Ownership                     508          132               -
                                           ---          ---             ---
      Total Reportable Segments            915          212               -
    Corporate and Other (a)                 (2)         (18)              -
                                           ---          ---             ---
      Total Company                       $913         $194              $-
                                          ====         ====             ===



    Twelve months ended December
     31, 2009
    Lodging                               $660         $175              $3
    Vacation Exchange and
     Rentals                             1,152          287               6
    Vacation Ownership                   1,945          387              36
                                         -----          ---             ---
      Total Reportable Segments          3,757          849              45
    Corporate and Other (a)                 (7)         (71)              1
                                           ---          ---             ---
      Total Company                     $3,750         $778             $46
      =============                     ======         ====             ===



                                        Legacy             Adjusted
    Three months ended March 31,
     2009                            Adjustments (c)        EBITDA
                                     ---------------        ------
    Lodging                                      $-               $38
    Vacation Exchange and
     Rentals                                      -                80
    Vacation Ownership                            -                79
                                                ---               ---
      Total Reportable Segments                   -               197
    Corporate and Other (a)                       4               (16)
                                                ---               ---
      Total Company                              $4              $181
                                                ===              ====

    Three months ended June 30,
     2009
    Lodging                                      $-               $50
    Vacation Exchange and
     Rentals                                      -                58
    Vacation Ownership                            -               108
                                                ---               ---
      Total Reportable Segments                   -               216
    Corporate and Other (a)                       -               (17)
                                                ---               ---
      Total Company                              $-              $199
                                                ===              ====


    Three months ended September
     30, 2009
    Lodging                                      $-               $58
    Vacation Exchange and
     Rentals                                      -               107
    Vacation Ownership                            -               104
                                                ---               ---
      Total Reportable Segments                   -               269
    Corporate and Other (a)                       2               (13)
                                                ---               ---
      Total Company                              $2              $256
                                                ===              ====


    Three months ended December
     31, 2009
    Lodging                                      $-               $32
    Vacation Exchange and
     Rentals                                      -                48
    Vacation Ownership                            -               132
                                                ---               ---
      Total Reportable Segments                   -               212
    Corporate and Other (a)                       -               (18)
                                                ---               ---
      Total Company                              $-              $194
                                                ===              ====



    Twelve months ended December
     31, 2009
    Lodging                                      $-              $178
    Vacation Exchange and
     Rentals                                      -               293
    Vacation Ownership                            -               423
                                                ---               ---
      Total Reportable Segments                   -               894
    Corporate and Other (a)                       6               (64)
                                                ---               ---
      Total Company                              $6              $830
      =============                             ===              ====


    (a)  Includes the elimination of transactions between segments.
    (b)  Relates to costs incurred as a result of various strategic
    initiatives commenced by the Company during 2008.
    (c)  Relates to the net expense from the resolution of and adjustment
    to certain contingent liabilities and assets.






                                                       Table 8
                                                      (1 of 2)

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



                      Three Months Ended March 31, 2010
                      ---------------------------------
                                       Early
                                   Extinguishment      Acquisition
                                       of Debt            Costs
                      As Reported
                      ------------   -------------     ------------

    Net revenues
      Service fees
       and membership         $424
      Vacation
       ownership
       interest sales          217
      Franchise fees            92
      Consumer
       financing               105
      Other                     48
                               ---
    Net revenues               886              -                  -
                               ---            ---                ---

    Expenses
      Operating                381                                (4) (b)
      Cost of
       vacation
       ownership
       interests                36
      Consumer
       financing
       interest                 24
      Marketing and
       reservation             123
      General and
       administrative          148
      Asset
       impairments               -
      Restructuring
       costs                     -
      Depreciation
       and
       amortization             44
                               ---
    Total expenses             756              -                 (4)
                               ---            ---                ---

    Operating
     income                    130              -                  4
    Other income,
     net                        (1)
    Interest
     expense                    50            (16) (a)
    Interest income             (1)
                               ---

    Income before
     income taxes               82             16                  4
    Provision for
     income taxes               32              6  (d)             1  (d)
                               ---            ---                ---

    Net income                 $50            $10                 $3
                               ===            ===                ===

    Earnings per
     share
      Basic                  $0.28          $0.05              $0.02
      Diluted                 0.27           0.05               0.02

    Weighted
     average shares
     outstanding
      Basic                    179            179                179
      Diluted                  186            186                186





                                  Three Months Ended March 31, 2010
                                  ---------------------------------
                                       Legacy
                                     Adjustments
                                                            As Adjusted


    Net revenues
      Service fees and
       membership                                                    $424
      Vacation ownership
       interest sales                                                 217
      Franchise fees                                                   92
      Consumer financing                                              105
      Other                                                            48
                                                                      ---
    Net revenues                                -                     886
                                              ---                     ---

    Expenses
      Operating                                                       377
      Cost of vacation ownership
       interests                                                       36
      Consumer financing
       interest                                                        24
      Marketing and reservation                                       123
      General and administrative               (2)  (c)               146
      Asset impairments                                                 -
      Restructuring costs                                               -
      Depreciation and
       amortization                                                    44
                                                                      ---
    Total expenses                             (2)                    750
                                              ---                     ---

    Operating income                            2                     136
    Other income, net                                                  (1)
    Interest expense                                                   34
    Interest income                                                    (1)
                                                                      ---

    Income before income taxes                  2                     104
    Provision for income taxes                  1   (d)                40
                                              ---                     ---

    Net income                                 $1                     $64
                                              ===                     ===

    Earnings per share
      Basic                                 $0.01                   $0.36
      Diluted                                0.01                    0.34

    Weighted average shares
     outstanding
      Basic                                   179                     179
      Diluted                                 186                     186


    Note: EPS amounts may not foot 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.
    (b)  Relates to costs incurred in connection with the Company's
    acquisition of Hoseasons Holdings Ltd. during March 2010.
    (c)  Relates to the net expense from the resolution of and adjustment
    to certain contingent liabilities and assets.
    (d)  Relates to the tax effect of the adjustments.




                                 Three Months Ended March 31, 2009
                                   -------------------------------
                                                          Legacy
                                   As Reported         Adjustments


    Net revenues
      Service fees and
       membership                          $400
      Vacation ownership
       interest sales                       239
      Franchise fees                         99
      Consumer financing                    109
      Other                                  54
                                            ---
    Net revenues                            901                   -
                                            ---                 ---

    Expenses
      Operating                             368
      Cost of vacation ownership
       interests                             49
      Consumer financing
       interest                              32
      Marketing and reservation             137
      General and administrative            135                  (4)  (a)
      Asset impairments                       5
      Restructuring costs                    43
      Depreciation and
       amortization                          43
                                            ---
    Total expenses                          812                  (4)
                                            ---                 ---

    Operating income                         89                   4
    Other income, net                        (2)
    Interest expense                         19
    Interest income                          (2)
                                            ---

    Income before income taxes               74                   4
    Provision for income taxes               29                   2   (c)
                                            ---                 ---

    Net income                              $45                  $2
                                            ===                 ===

    Earnings per share                    $0.25               $0.01

    Weighted average shares
     outstanding                            178                 178




            Three Months Ended March 31, 2009
            ---------------------------------
                                   Restructuring
                                       Costs            As Adjusted


    Net revenues
      Service fees and
       membership                                              $400
      Vacation ownership
       interest sales                                           239
      Franchise fees                                             99
      Consumer financing                                        109
      Other                                                      54
                                                                ---
    Net revenues                               -                901
                                             ---                ---

    Expenses
      Operating                                                 368
      Cost of vacation ownership
       interests                                                 49
      Consumer financing
       interest                                                  32
      Marketing and reservation                                 137
      General and administrative                                131
      Asset impairments                                           5
      Restructuring costs                    (43)  (b)            -
      Depreciation and
       amortization                                              43
                                                                ---
    Total expenses                           (43)               765
                                             ---                ---

    Operating income                          43                136
    Other income, net                                            (2)
    Interest expense                                             19
    Interest income                                              (2)
                                                                ---

    Income before income taxes                43                121
    Provision for income taxes                16   (c)           47
                                             ---                ---

    Net income                               $27                $74
                                             ===                ===

    Earnings per share                     $0.15              $0.41

    Weighted average shares
     outstanding                             178                178



    (a)  Relates to the net expense from the resolution of and adjustment
    to certain contingent liabilities and assets.
    (b)  Relates to costs incurred as a result of various strategic
    initiatives commenced by the Company during 2008.
    (c)  Relates to the tax effect of the adjustment.



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

    FREE CASH FLOW
    The Company defines free cash flow as net cash provided by operating
    activities minus capital expenditures, equity investments and development
    advances, 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 hotel
    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:

                                   Q1 2010                        Q1 2009
                                   -------                        -------

    Net cash provided by operating
     activities                      $205                           $210
    Less: Property and equipment
     additions                        (36)                           (53)
    Less: Equity investments and
     development advances              (3)                            (2)
    Free cash flow                   $166                           $155
                                     ====                           ====






    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
                        ----
                        2010                        Q1       Q2        Q3
                        ----                       ---       ---       ---

    Gross VOI sales                               $308       N/A       N/A
    Less: Sales under the Wyndham Asset
     Affiliation Model ("WAAM") (*)                 (5)      N/A       N/A
                                                   ---       ---       ---
    Gross VOI sales, net of WAAM sales             303       N/A       N/A
    Less: Loan loss provision                      (86)      N/A       N/A
    Vacation ownership interest sales             $217       N/A       N/A
                                                  ====        ==        ==

                        2009
                        ----

    Gross VOI sales                               $280      $327      $366
    Plus: Net effect of percentage-of-
     completion accounting                          67        37        36
    Less: Loan loss provision                     (107)     (122)     (117)
    Vacation ownership interest sales             $239      $242      $285
                                                  ====      ====      ====

                        2008
                        ----

    Gross VOI sales                               $458      $532      $566
    Plus/(less): Net effect of percentage-of-
     completion accounting                         (82)       (5)       (2)
    Less: Loan loss provision                      (82)     (113)     (119)
    Vacation ownership interest sales             $294      $414      $446
                                                  ====      ====      ====

                        2007
                        ----

    Gross VOI sales                               $430      $523      $552
    Plus/(less): Net effect of percentage-of-
     completion accounting                           4        (5)        1
    Less: Loan loss provision                      (61)      (75)      (86)
    Vacation ownership interest sales             $373      $443      $467
    =================================             ====      ====      ====


                        Year
                        ----
                        2010                       Q4        Full Year
                        ----                       ---       ---------

    Gross VOI sales                                N/A          N/A
    Less: Sales under the Wyndham Asset
     Affiliation Model ("WAAM") (*)                N/A          N/A
                                                   ---          ---
    Gross VOI sales, net of WAAM sales             N/A          N/A
    Less: Loan loss provision                      N/A          N/A
    Vacation ownership interest sales              N/A          N/A
                                                    ==           ==

                        2009
                        ----

    Gross VOI sales                               $343       $1,315
    Plus: Net effect of percentage-of-
     completion accounting                          47          187
    Less: Loan loss provision                     (103)        (449)
    Vacation ownership interest sales             $287       $1,053
                                                  ====       ======

                        2008
                        ----

    Gross VOI sales                               $432       $1,987
    Plus/(less): Net effect of percentage-of-
     completion accounting                          14          (75)
    Less: Loan loss provision                     (136)        (450)
    Vacation ownership interest sales             $309       $1,463
                                                  ====       ======

                        2007
                        ----

    Gross VOI sales                               $488       $1,993
    Plus/(less): Net effect of percentage-of-
     completion accounting                         (21)         (22)
    Less: Loan loss provision                      (84)        (305)
    Vacation ownership interest sales             $383       $1,666
    =================================             ====       =====

    Note: Amounts may not foot due to rounding.
    (*) Represents the Company's fee-for-service vacation ownership
    sales model designed to capitalize upon the large quantities of
    newly developed, nearly completed or recently finished condominium
    or hotel inventory within the current real estate market without
    assuming the investment that accompanies new construction.  The
    Company offers turn-key solutions for developers or banks in
    possession of newly developed inventory, which it will sell for a
    commission fee through its extensive sales and marketing channels.
    The commission revenue earned on these sales is included in service
    fees and membership revenues on the Consolidated Statement of
    Income.






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

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

    2010  $15            N/A              N/A            N/A          N/A
    2009  $24            $23              $29            $28         $104
    2008  $33            $35              $49            $40         $156
    2007  $44            $37              $39            $36         $157

    Note: Amounts may not foot across due to rounding.



SOURCE Wyndham Worldwide Corporation