Investor Presentation May 2017 Forward Looking Statements and - - PowerPoint PPT Presentation

SLIDE 1

Investor Presentation

May 2017

SLIDE 2

Forward Looking Statements and Non-GAAP Information

Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. Such forward-looking statements include

• projections. Such projections were not prepared in accordance with public guidelines of the American Institute of Certified

Public Accountants regarding projections and forecasts, nor have such projections been audited, examined or otherwise reviewed by independent auditors of Wyndham Worldwide Corporation. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Wyndham Worldwide to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward looking statements are specified in Wyndham Worldwide’s most recent Form 10-K under “Risk Factors” filed with the Securities and Exchange

• Commission. Except for ongoing obligations of Wyndham Worldwide to disclose material information under the federal

securities laws, Wyndham Worldwide does not undertake any obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. The information in this presentation should be read in conjunction with the consolidated financial statements and accompanying notes and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Wyndham Worldwide's Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on February 17, 2017. Financial information contained in this presentation includes non-GAAP measures, which include or exclude certain

• items. These non-GAAP measures differ from reported GAAP results and are intended to illustrate what management

believes are relevant period-over-period comparisons and are helpful to investors as an additional tool for further understanding and assessing Wyndham Worldwide’s ongoing core operating performance. Exclusion of items in our non- GAAP presentation should not be considered an inference that these items are unusual, infrequent or non-recurring. A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in appendix to this presentation.

2

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T H E W Y N D H A M W O R L DW I D E S T O RY

Powerful Cash Flow Drives Long-Term, Dependable Growth

Target

Approximately

$800M Successful

Mid-teens

CAGR(1)

3

Sustainable free cash flow Business execution EPS growth

(1) 2017-2021

SLIDE 4

W Y N D H A M W O R L DW I D E T O D AY

Leading Positions in Hospitality Industry

4

Hotel Group

#1

Hotel franchisor by hotels

27%

Destination Network

#1

Timeshare exchange and rental company

26%

Vacation Ownership

#1

Timeshare developer

47%

(1) Excludes corporate and other (2) A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the appendix to this presentation

Major Brands Include Business Segment % of Full Year 2016 Adj. EBITDA Market Position Worldwide

(1)(2)

SLIDE 5

W Y N D H A M W O R L D W I D E T O D A Y

Majority of Income from Fee-for-Service Businesses

5

Approx.

63%

Fee-for-Service Businesses

Advantages:

Strong cash flow Low capital intensity Recurring revenues     Stable earnings

Revenues

• Hotel Franchising Fees
• Vacation Exchange Fees
• Vacation Rentals Fees
• Property Management Fees
• WAAM Fee-for-Service

(1) For the year ended December 31, 2016

(1)

SLIDE 6

Three Strong Platforms for Growth

6

Destination Network Vacation Ownership Hotel Group

SLIDE 7

H O T E L G R O U P

Building on Leading Global Position

Strengths

• World’s largest hotel franchisor

– Over 8,000 hotels and 697,600 rooms(1)

• Leader in the economy segment with strong

brands across the lodging spectrum

Strategic Priorities

■ Strengthen the quality and global distribution of

• ur iconic brands

■ Invest in and leverage best in class technology platforms to meet the needs of today’s travelers ■ Grow our industry leading sales and marketing and Wyndham Rewards guest loyalty program

7

Wyndham Hotel Group Adjusted EBITDA

(in millions)

(1) As of December 31, 2016 (2) EBITDA was unfavorably impacted due to currency movement of ($2M) and ($7M) in FY16 and FY15, respectively (3) Guidance as of April 26, 2017 (4) A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the appendix to this presentation

$296 $340 $376 $401 2013 2014 2015 2016 2017E

(2) (4) (3)

WYN Outlook Approx. $410-420

(2)

SLIDE 8

8

H O T E L G R O U P

Strategic Priorities – A Closer Look…

Loyalty Program

• Named #1 hospitality loyalty program

by U.S. News and World Report

• Wyndham Rewards members stay

longer and generate more revenue to

• ur franchisees
• First company to expand loyalty

program across vacation ownership and rental properties

Industry-Leading Technology

• Cloud-based / mobile property

management and reservation systems

• n SynXis Enterprise Platform
• 1st of its kind automated revenue

management tool in industry, EZLITE

• Secure payment technology from

Elavon, a subsidiary of U.S. Bank

Quality & Guest Satisfaction

• Strengthening and refining our brand

positioning so each brand is unique

• Microtel and Wingate brands named

JD Power’s #1 award winners, Economy and Midscale(1)

• Hawthorn Suites brand named Best

Extended Stay Brand by American Group Travel Awards(2)

(1) Source: J.D. Power 2016 North America Hotel Guest Satisfaction Index Study (2) American Group 2015 Travel Award Winner

SLIDE 9

Strategic Priorities

D E S T I N A T I O N N E T W O R K

Extending the Lead

■ Largest provider of professionally managed unique vacation accommodations ■ Nearly 14 million people utilized our trusted brands in 2016 ■ Access to over 121,000 vacation accommodations located in more than 110 countries(1) ■

• Approx. 1.8 million rental transactions completed in 2016

■ 3.8 million vacation exchange network members(1)

9

Strengths Wyndham Destination Network Adjusted EBITDA

(in millions)

(1) As of December 31, 2016 (2) Adjusted EBITDA was unfavorably impacted due to currency movements of ($15M) and ($27M) in FY16 and FY15, respectively (3) Guidance as of April 26, 2017 (4) A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the appendix to this presentation

■ Leverage global rentals opportunities ■ Invest in technology to improve customer experience, grow market share and drive value ■ Leverage superior analytical capabilities in all aspects of our business ■ Promote benefits of timeshare and vacation rentals to owners ■ Offer more options by leveraging our inventory across brands

$356 $380 $370 $385 2013 2014 2015 2016 2017E

(2) (2) (3) (4)

WYN Outlook Approx. $405-$415

SLIDE 10

10

D E S T I N AT I O N N E T W O R K

Expanding in a Growing Rentals Market

This cottage industry has blown up. The industry is believed to be worth $100 billion, with the U.S. accounting for just over a quarter of that — and Research and Markets(1) predicts the global vacation rental market will close in on $170 billion by 2019. – Skift.com(2)

(1) http://www.prnewswire.com/news-releases/global-vacation-rental-market-2015-2019---leading-vendors-are-9flats-airbnb-homeaway-tripadvisor-wimdu- world-travel-holdings--wyndham-worldwide-564824051.html (2) https://skift.com/2016/05/25/why-the-vacation-rental-industry-is-blowing-up-right-now/ (3) Phocuswright’s A Market transformed: Private Accommodation in the U.S.

Long described as “alternative” or “non-traditional” (i.e. non-hotel) lodging, rentals have now become

• mainstream. In 2015, nearly one in three U.S.

travelers used private accommodations.– Phocuswright(3)

SLIDE 11

11

D E S T I N A T I O N N E T W O R K

Strategic Priorities – A Closer Look…

Homeowner Conversions

+ 1,500 bps

In select markets where tool was implemented over last 2 years

Dynamic Pricing

• Our yield management initiative

utilizes our unique combination of boots on the ground and class leading technology to maximize revenues for owners

• Difficult for smaller operators or

internet-only operators to duplicate

Automated Homeowner Recruiting

• Successful homeowner recruiting is

key to our long term growth

• Tablet-based tool allows our

salespeople to display listings and revenue projections to homeowners in their home

RCI Next Gen Initiative

• A series of initiatives will optimize

growth at our RCI exchange brand

• Personalized offerings
• Customized memberships
• Enhanced customer

experience

• Expanded B2B partnerships

In select markets where initiative was implemented

+ 2 - 5%

Revenue/Unit Growth

SLIDE 12

$2,012 $1,172 $724 $497 Wyndham Hilton Marriott ILG

Number of Owners

1 2 3 4

Total VOI Revenue

(in $ Millions)

(1) Reflects 2016 data from Wyndham Worldwide 10K Filing (2) Reflects 2016 data from Hilton Grand Vacations, Inc. 10K Filing (3) Reflects 2016 data from Marriott Vacations Worldwide 10K Filing (4) Reflects 2016 data from ILG10K Filing and March 2017 presentation 12

VA C AT I O N O W N E R S H I P

Dominant Market Leader

219 47 67 41 Wyndham Hilton Marriott ILG

Number of Resorts

25,000 7,657 13,318 6,288 Wyndham Hilton Marriott ILG

Units

887,000 269,000 400,000 251,000 Wyndham Hilton Marriott ILG

1 2 3 4 1 2 3 4 1 2 3 4

SLIDE 13

V A C A T I O N O W N E R S H I P

A Transformed Business

Strengths

■ World’s largest vacation ownership business(1) – 219 resorts and over 887,000 owners ■ Property management and consumer finance have fee-for-service components

Strategic Priorities

■ Add new members efficiently through new inventory locations, tour sources, enhanced 3rd party alliances ̶ Leverage our hotel ecosystem ■ Drive free cash flow ̶ Utilize efficient inventory procurement ̶ Optimize our consumer loan portfolio ̶ Increasing operating efficiencies

Wyndham Vacation Ownership Adjusted EBITDA

13

(1) As of December 31, 2016 (2) Adjusted EBITDA was unfavorably impacted due to currency movements of ($1M) and ($11M) in FY16 and FY15, respectively (3) Guidance as of April 26, 2017 (4) A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the appendix to this presentation

$621 $660 $688 $708 2013 2014 2015 2016 2017E

(2) (2) (4)

WYN Outlook Approx. $710-$730

(3)

SLIDE 14

14

VA C AT I O N O W N E R S H I P

Strategic Priorities - A Closer Look…

14

Asset-Lite - Maximizing Free Cash Flow

• Over 80% of our inventory comes from capital efficient

sources

• WAAM fee-for-service
• WAAM just in time
• HOA & owner inventory recycling
• Lower down payment requirements will drive higher

interest income over time

New Owner Tour Sourcing

• Optimizing new sales centers in locations such as

Clearwater Beach, FL and Austin, TX for new owner sales

• Expanding affiliation agreements with third-parties
• Increasing our Wyndham Hotel Group and Wyndham

Rewards sourced tours (e.g., reservation call transfers, making timeshare inventory available to loyalty members)

SLIDE 15

Segment Long-Term Growth Dynamics

15

Hotel Group

• Grow loyalty program to be

industry leader

• Provide enhanced value

added support and central contribution

• Strengthen global power of
• ur iconic brands

Destination Network

• Leverage our inventory

across brands

• Offer more options through

market, product expansion

• Invest in technology

Vacation Ownership

• Capital efficient sourcing of

inventory

• Leverage hotel ecosystem
• Add new members
• Expand into new markets

High-single digit growth Mid-single digit growth Mid-single digit growth Organic Adjusted EBITDA CAGR of 6-8%

(1) Long-term guidance excludes the impact of foreign currency effects, acquisitions, and divestitures (1)

SLIDE 16

Our Cash Flow will Enhance Strong, Sustainable Growth

16

6-8% Mid-teens

Adjusted EBITDA CAGR

• f Base Business

Company EPS CAGR

Share Repurchase and M&A

(1) 2017-2021 (1)

SLIDE 17

• Free cash flow of $782M in 2016
• Conservative deployment of cash within investment grade capital

allocation framework – Organic growth initiatives – Acquisitions – Share repurchases – Dividends

W Y N D H A M W O R L DW I D E

Long History of Strong Free Cash Flow Generation

17

(1) Free cash flow is defined as net cash provided by operating activities less capital expenditures (2) A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the

appendix to this presentation

(1)(2)

SLIDE 18

Disciplined Capital Deployment  Drive Shareholder Value

18

Dividends Share Repurchase Targeted M&A Investment

Disciplined Capital Deployment of approx. $1B annually

2017 Free Cash Flow Target: approx. $800M Leverage Target: $100M Adjusted EBITDA ≈ $300M of debt $223M in 2016

• Approx. 1/3 of
• adj. net income(1)

$625M in 2016 Focus on fee-for-service businesses

(1) A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the appendix to this presentation.

SLIDE 19

$3.23 $3.83 $4.53 $5.11 $5.75

2012 2013 2014 2015 2016 2017E

Clear Evidence Our Business Model is Working

19

$1,054 $1,152 $1,238 $1,297 $1,373

2012 2013 2014 2015 2016 2017E

Adjusted EBITDA

(in millions)

Adjusted Diluted EPS

(1) Adjusted EBITDA was unfavorably impacted due to currency ($18M) and ($46M) in FY16 and FY15, respectively (2) Guidance as of April 26, 2017 (3) A complete reconciliation of reported GAAP results to the comparable non-GAAP information appears in the appendix to this presentation (4) Excludes share repurchases (2)(3)

WYN Outlook Approx. $1,410 -$1,440

(1)

5-year CAGR +6% 5-year CAGR +13%

(2) (3) (4)

WYN Outlook Approx. $5.98-$6.18

(1)

SLIDE 20

I N S U M M A R Y

Powerful Cash Flow Drives Dependable Growth

20

Strong record of execution

• Transformed Vacation

Ownership business model

• Approx. $800M annual

sustainable free cash flow target

Execution Building on three solid platforms

• Extending lead of all

platforms

• Continuing to optimize
• perations

Solid Platforms Delivering dependable growth

• Using free cash flow for

targeted growth

• Targeting mid-teens

EPS CAGR

Growth

(1) 2017-2021 (1)

SLIDE 21

21

Appendix

W Y N D H A M W O R L D W I D E

Non-GAAP Reconciliations

SLIDE 22

W Y N D H A M W O R L D W I D E

Non-GAAP Reconciliations

22

2016 2015 2014 2013 2012 Net income attributable to Wyndham shareholders 611 $ 612 $ 529 $ 432 $ 400 $ Reconciliation of Net income attributable to Wyndham shareholders to EBITDA Net income/(loss) attributable to Wyndham shareholders 1

• 1

(1) Income taxes 328 304 316 250 229 Depreciation 252 234 233 216 185 Interest expense 136 125 113 131 132 Interest income (8) (9) (10) (9) (8) Early extinguishment of debt 11

• 111

108 EBITDA 1,331 $ 1,266 $ 1,181 $ 1,132 $ 1,045 $ Acquisition costs 2

(a)

4

(a)

• 2

(a)

2

(a)

Restructuring costs 15

(b)

6

(b)

11

(b)

9

(b)

7

(b)

Contract termination 7

(c)

14

(c)

• Executive departure costs

6

(d)

• 4

(d)

• Bargain purchase gain

(2)

(e)

• Venezuela currency devaluation

24

(f)

• 10

(f)

• Legacy adjustments

(11)

(g)

• (1)

(g)

1

(g)

(5)

(g)

Asset impairments

• 7

(h)

15

(i)

8

(l)

8

(m)

VAT adjustment

• (2)

(j)

• Loss on sale
• 20

(k)

• Reversal/recovery
• (3)

(n)

CTA write-off

• Adjusted EBITDA

1,373 $ 1,297 $ 1,238 $ 1,152 $ 1,054 $

________________ (a) (b) Relates to costs incurred as a result of organizational realignment initiatives across the Company. (c) Relates to costs associated with the anticipated termination of a management contract. (d) Relates to costs associated with senior executive departures. (e) Represents a gain from a bargain purchase on an acquisition. (f) Represents the devaluation of the official exchange rate of Venezuela. (g) Relates to the net (benefit)/expense from the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant. (h) (i) Relates to (i) the tax effect of the adjustments and (ii) a release of a valuation allowance on foreign tax credits. (j) Relates to the reversal of a reserve for value-added taxes. (k) Relates to a loss on the sale of a business. (l) Relates primarily to a non-cash impairment charge from a partial write-down of the Hawthorn trademark. (m) Relates to a non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames. (n)

Note: Amounts may not add down due to rounding. The above table reconciles certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the line items of the income statement in order to assist investors' understanding of the overall impact of such adjustments. This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA

For the twelve months ended December 31, (In millions) Costs incurred for acquisitions. Relates to a non-cash impairment charge related to the write-down of terminated in-process technology projects resulting from the Company's decision to outsource its reservation system to a third-party provider. Includes $2 million related to the benefit from the reversal of an allowance associated with a previously divested asset and $1 million related to the recovery of a previously recorded impairment charge.

SLIDE 23

W Y N D H A M W O R L D W I D E

Non-GAAP Reconciliations

23

SLIDE 24

W Y N D H A M W O R L D W I D E

Non-GAAP Reconciliations

24

Twelve months ended December 31, 2014 Hotel Group $ 327 $ 4 $

• $
• $

1 $ 8 $

• $

340 Destination Network 335

• 10

(2) 10 27

• 380

Vacation Ownership 660

• 660

Total Reportable Segments 1,322 4 10 (2) 11 35

• 1,380

Corporate and Other (a) (141)

• (1)

(142) Total Company $ 1,181 $ 4 $ 10 $ (2) $ 11 $ 35 $ (1) $ 1,238

(a) (b) (c) (d) (e) (f)

Executive Venezuela Loss on Sale Reported Departure Currency VAT Restructuring and Asset Legacy Adjusted EBITDA Costs Devaluation (b) Adjustment (c) Costs (d) Impairments (e) Adjustments (f)

Relates to (i) a loss on the sale of a business and a w ritedow n of an equity investment at the Company's destination netw ork business and (ii) a w ritedow n of an investment in a joint venture at the Company's hotel group business. Relates to the net benefit from the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant.

EBITDA

Note: The sum of the quarters may not agree to the tw elve months ended December 31, 2014 due to rounding. Includes the elimination of transactions betw een segments. Represents the devaluation of the official exchange rate of Venezuela. Reversal of a reserve for value-added taxes. Relates to (i) the reversal of a portion of a restructuring reserve established during the fourth quarter of 2013 and (ii) costs incurred as a result of various organizational realignment initiatives by the Company.

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W Y N D H A M W O R L D W I D E

Non-GAAP Reconciliations

25 Reported Legacy Acquisition Restructuring Asset Adjusted EBITDA Adjustments (b) Costs (c) Costs (d) Impairment (e) EBITDA Twelve months ended December 31, 2013 Hotel Group 279 $

• $
• $

9 $ 8 $ 296 $ Destination Network 356

• 356

Vacation Ownership 619

• 2
• 621

Total Reportable Segments 1,254

• 2

9 8 1,273 Corporate and Other (a) (122) 1

• (121)

Total Company 1,132 $ 1 $ 2 $ 9 $ 8 $ 1,152 $

Note: The sum of the quarters may not agree to the tw elve months ended December 31, 2013 due to rounding.

(a) (b) (c) (d) (e)

Relates to costs incurred in connection w ith the acquisition of Midtow n 45, a NYC property (January 2013). Relates to costs incurred as a result of an organizational realignment initiative. Relates primarily to a non-cash impairment charge from a partial w ritedow n of the Haw thorn trademark.

Wyndham Worldwide Corporation NON-GAAP RECONCILIATION (In millions) ________________

Includes the elimination of transactions betw een segments. Relates to a net (benefit)/expense from the resolution of and adjustment to certain contingent liabilities and assets resulting from the Company's separation from Cendant. Reported Legacy Impairment Allowance Acquisition Asset Restructuring Adjusted EBITDA Adjustments (b) Recovery (c) Reversal (d) Costs (e) Impairment (f) Costs (g) EBITDA Twelve months ended December 31, 2012 Hotel Group 272 $

• $

(1) $

• $
• $
• $
• $

271 $ Destination Network 328

• (2)

1 8 5 340 Vacation Ownership 549

• 1
• 2

552 Total Reportable Segments 1,149

• (1)

(2) 2 8 7 1,163 Corporate and Other (a) (104) (5)

• (109)

Total Company 1,045 $ (5) $ (1) $ (2) $ 2 $ 8 $ 7 $ 1,054 $

(a) (b) (c) (d) (e) (f) (g)

Relates to the recovery of a previously recorded impairment charge. Relates to a benefit from the reversal of an allow ance associated w ith a previously divested asset. Relates to costs incurred in connection w ith the acquisition of Shell Vacations Club (September 2012) and several other acquisitions at the Company's vacation rental businesses (December 2012). Relates to a non-cash impairment charge for the w ritedow n of the ResortQuest and Steamboat Resorts tradenames at the Company's vacation exchange and rentals business. Relates to costs incurred as a result of organizational realignment initiatives commenced during 2012 at the Company's vacation exchange and rentals business and restructuring associated w ith the Shell acquisition.

________________

Includes the elimination of transactions betw een segments. Relates to the net expense/(benefit) from the resolution of and adjustment to certain contingent liabilities and assets resulting from the Company's separation from Cendant.

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W Y N D H A M W O R L D W I D E

Non-GAAP Reconciliations

26

Condensed Consolidated Statements of Cash Flows:

Net cash provided by operating activities $ 973 $ 991 Net cash used in investing activities (353) (302) Net cash used in financing activities (586) (675) Effect of changes in exchange rates on cash and cash equivalents (20) (26) Net increase / (decrease) in cash and cash equivalents $ 14 $ (12) Free Cash Flow: Net cash provided by operating activities $ 973 $ 991 Less: Property and equipment additions (191) (222) Free cash flow $ 782 $ 769 Twelve Months Ended December 31, 2016 2015 (In millions) (Unaudited) We believe free cash flow to be a useful operating performance measure to evaluate the ability of our operations to generate cash for uses other than capital expenditures and, after debt service and other obligations, our ability to grow our business through acquisitions, development advances and equity investments, as well as our ability to return cash to shareholders through dividends and share repurchases. A limitation of using free cash flow versus the GAAP measures of net cash provided by operating activities, net cash used in investing activities and net cash used in financing activities as a means for evaluating Wyndham Worldwide is that free cash flow does not represent the total cash movement for the period as detailed in the consolidated statement of cash flows. The following table provides more details on the GAAP financial measure that is most directly comparable to the non-GAAP financial measure and the related reconciliation between these financial measures: Twelve Months Ended December 31, 2015 We define free cash flow to be net cash provided by operating activities less property and equipment additions which we also refer to as capital expenditures. Wyndham Worldwide Corporation CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND RECONCILIATION OF FREE CASH FLOWS 2016

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W Y N D H A M W O R L D W I D E

Non-GAAP Reconciliations

27

2016 2015 2014 2013 2012

Diluted weighted average shares outstanding 111 119 127 135 145 Earnings per share - Diluted 5.53 $ 5.14 $ 4.18 $ 3.21 $ 2.75 $ Net Income attributable to Wyndham Shareholders 611 $ 612 $ 529 $ 432 $ 400 $ Adjustments: Acquisition costs 2 (a) 4 (a)

• 2

(a) 2 (a) Restructuring costs 15 (b) 6 (b) 11 (b) 9 (b) 7 (b) Contract termination 7 (c) 14 (c)

• Executive departure costs

6 (d)

• 4

(d)

• Bargain purchase gain

(2) (e)

• Venezuela currency devaluation

24 (f)

• 10

(f)

• Legacy adjustments

(11) (g)

• (1)

(g) 1 (g) (5) (g) Early extinguishment of debt 11 (h)

• 111

(h) 108 (h) Asset impairment

• 7

(j) 15 (l) 8 (p) 8 (r) VAT adjustment

• (4)

(m)

• Loss on sale
• 20

(n)

• Reversal/recovery
• (3)

(s) Total adjustments before tax 53 31 55 131 117 Income tax (benefit)/expense (28) (i) (35) (k) (11) (o) (48) (q) (48) (t) Total adjustments after tax 25 (4) 44 83 69 Adjustments - Diluted EPS impact 0.22 $ (0.03) $ 0.35 $ 0.62 $ 0.48 $ Adjusted net income attributable to Wyndham shareholders 636 $ 608 $ 573 $ 515 $ 469 $ Adjusted earnings per share - Diluted 5.75 $ 5.11 $ 4.53 $ 3.83 $ 3.23 $ Wyndham Worldwide Corporation NON-GAAP RECONCILIATION OF ADJUSTED NET INCOME AND EPS (In millions, except per share data) For the twelve months ended December 31, The above tables reconcile certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the income statement in order to assist investors' understanding of the overall impact of such adjustments. In addition to GAAP financial measures, the Company provides adjusted net income and adjusted EPS financial measures to assist our investors in evaluating our

• ngoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which

may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance. We also internally use these measures to assess

• ur operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions. These

supplemental disclosures are in addition to GAAP reported measures. This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

(a) (b) (c) (d) Relates to costs associated with a chief executive officer's departure. (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) Relates to a loss on the sale of a business. Relates to (i) a write-down of an investment in a joint venture and (ii) a write-down of an equity investment. Relates to (i) the tax effect of the adjustments, (ii) a release of a foreign tax credit valuation allowance, (iii) and a benefit from foreign tax credits. There was no tax benefit associated with the Venezuela currency devaluation adjustment. Relates to the tax effect of the adjustments. Relates to (i) a benefit from the reversal of an allowance associated with a previously divested asset and (ii) the recovery of a previously recorded impairment charge. Relates to the reversal of a reverse for value-added taxes. Relates primarily to a non-cash impairment charge from a partial write down of the Hawthorn trademark. Relates to a non-cash impairment charge for the write-down of the ResortQuest and Steamboat Resorts tradenames. Relates to (i) the tax effect of the adjustments and (ii) the reversal of a state tax accrual. Relates to (i) the tax effect of the adjustments and (ii) a state tax accrual for legacy tax matters. Relates to costs incurred as a result of organizational realignment initiatives across the Company. Represents a gain from a bargain purchase on an acquisition. Relates to the net (benefit)/expense from the resolution of an adjustment to certain contingent liabilities and assets resulting from our separation from Cendant. Relates to (i) the tax effect of the adjustments and (ii) a release of a valuation allowance on foreign tax credits. Relates to a non-cash impairment charge related to the write down of terminated in-process technology projects resulting from the decision to outsource the reservation system to a third-party provider. Costs incurred for acquisitions. Relates to costs associated with the termination of a management contract. Represents the devaluation of the official exchange rate of Venezuela. Represents costs incurred for the early repurchase of senior unsecured notes.

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W Y N D H A M W O R L D W I D E

Non-GAAP Reconciliations

28

Wyndham Worldwide Corporation 2017 Earnings and Driver Guidance As of April 26, 2017 (In millions, except per share data) Full Year 2017 Earnings Guidance (a) Low High Net Revenues Hotel Group 1,330 $ 1,370 $ Destination Network 1,640 1,680 Vacation Ownership 2,900 2,980 Corporate and Other (b) (70) (80) Total Revenues (c) 5,800 $ 5,950 $ Adjusted EBITDA Hotel Group 410 $ 420 $ Destination Network 405 415 Vacation Ownership 710 730 Corporate and Other (124) (118) Total Adjusted EBITDA (c) (d) 1,410 $ 1,440 $ Depreciation and amortization (268) (263) Interest expense, net (146) (142) Tax rate 36.60% 36.60% Total Adjusted Net Income (c) 631 $ 652 $ Adjusted diluted earnings per share (d) 5.98 $ 6.18 $ Diluted shares 105.5 105.5 Second Quarter 2017 (a) Low High Adjusted diluted earnings per share (d) 1.47 $ 1.50 $ Diluted shares 105.1 105.1 Full Year 2017 Driver Guidance (a) (e) Low High EBITDA Impact

• f 100bps Change

(f)

Hotel Group Global RevPAR Flat Flat 3.0 $ Number of Rooms 3% 5% 3.0 Destination Network Average Number of Members Flat Flat 4.5 $ Exchange Revenue Per Member 1% 3% 6.5 Vacation Rental Transactions 7% 9% 2.0 Average Net Price Per Vacation Rental

• 3%
• 1%

9.0 Vacation Ownership Tours 6% 8% 4.5 $ Volume Per Guest Flat 2% 7.5

Notes:

(a) (b) (c) (d) (e) (f)

Note regarding non-GAAP Measures: Forward-Looking Statements:

Guidance contains “forward-looking statements” as defined under U.S. securities laws, conveying management’s expectations as to future results. Forward-looking statements involve risks and uncertainties that may cause the Company’s actual results to be materially different from the future results expressed or implied by the statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this guidance. Factors that could cause actual results to differ materially fromthose in the forward-looking statements include the risk factors described in the Company’s SEC filings. Except for the Company’s obligations to disclose material information under 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. Guidance presentation includes non-GAAP measures. In determining adjusted EBITDA, adjusted net income and adjusted EPS for the full year and adjusted EPS for the quarterly period, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. The Company is providing guidance for adjusted EBITDA, adjusted net income, and adjusted EPS for the full year and adjusted EPS for the quarterly period only on a non-GAAP basis because the Company is unable to predict with reasonable certainty the totality or ultimate

• utcome or occurrence of these adjustments for the outlook periods, which can be dependent on future events that may not be reliably predicted such

as acquisition costs, legacy expenses, restructuring costs, asset impairments, contract termination costs, currency devaluations and early extinguishment of debt costs. Based on past reported results, where one or more of these items have been applicable, such excluded special items could be material, individually or in the aggregate, to the reported results. See Tables 7 and 8 of the Company’s Form 8-K filed with the SEC April 26, 2017 for historical adjustments. Projections do not total because the Company does not expect the actual results of all segments to be at the highest or lowest end of any projected range simultaneously. Guidance is based upon March 31, 2017 foreign exchange rates. A glossary of terms is included in Table 3 (2 of 2) of the Company's Quarterly Earnings Release on Form8-K, filed with the SEC on April 26, 2017, which is available in the Investor Relations section of the Company's website at investor.wyndhamworldwide.com. EBITDA sensitivities for revenue drivers are based on average systemwide trends. Operating circumstances including but not limited to brand mix, product mix, geographical concentration or market segment result in variability, which may change the impact. Primarily reflects elimination of intercompany fees included within the business segments. Midpoint of the range.

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Investor contact: Margo C. Happer Senior Vice President, Investor Relations Wyndham Worldwide Corporation (973) 753-6472 margo.happer@wyn.com