WYN 1Q14 - EARNINGS PREP

Consensus estimates, management guidance and commentary, and questions for management in preparation for the earnings release/call tomorrow.

Q1 2014 CONSENSUS ESTIMATES

 • Total revenues:  $1,195 million

 o Vacation Ownership:  $576 million

 o Vacation Exchange & Rentals $393 million

 o Lodging $235 million

 • EBITDA $242 million

 • EPS $0.75/share

MANAGEMENT GUIDANCE

Q1 2014:

• Adjusted EPS:  $0.72 to $0.75,
• No share repurchases factored into guidance
• Lodging RevPAR:  4% - 6%
• Repurchased 700,000 shares at average $71.02/share through February 13, 2014

Full Year 2014:

• Revenues:  $5.25 - $5.35 billion
• EBITDA:  $1.215 - $1.24 billion, organic growth 6% - 8%
• EPS:  $4.18 - $4.28, 17% - 21% from 2011 to 2015
• Corporate & Other:  $122 - $125 million
• Interest Expense:  $113 - $117 million
• Weighted average diluted shares of 131 million

QUESTIONS FOR MANAGEMENT

1. Discuss current M&A pipeline and pricing vs. return expectations
2. View on increasing dividend as compared to growth in free cash flow
3. With the WYN stock trading near $73/share, what is managements view on stock valuation?
4. Discuss recent credit trends within Vacation Ownership segment - receivables write-downs, reserves, and impairments?
5. Plans for a time-share receivables securitization during 2014?

COMMENTARY FROM 4Q CONFERENCE CALL

Lodging Segment:

• In the Hotel Group, revenues were up 10% reflecting higher RevPAR, adjusted EBITDA increased 3%, offset by nearly $7 million in higher marketing expenses.
• Domestic RevPAR grew 4.7% in Q4 on the strength of our upscale Wyndham brand, which grew 10.5% for the quarter and 12.4% for the full year
• International RevPAR continues to run at lower rates due to expansion of our lower RevPAR brands in China
• Hotel Group will see first ever umbrella marketing program with a national advertising campaign in the spring 2014.
• Redirecting resources to strengthen Wyndham Rewards Loyalty Program.
• Increasing incentives for franchisees to achieve enrollment targets.
• European markets appear to be on the upswing and through January, bookings at each of our European brands were ahead of 2013.

Vacation Exchange & Rentals:

• Exchange and Rentals revenues excluding FX increased 3% - average exchange members increased 1.6% but revenue per member fell 1.8% while average net price per vacation rental increased 4.4% on flat volume. Introduced dynamic pricing earlier in 2013 at UK cottage and Dutch park segments.

Vacation Ownership:

• WVO revenues increased 12% and EBITDA was up 19% based on sales of $53 million were up 12%.  Receivables write-offs decreased 12% to $68 million and provisions of $73 million were down from $89 million in the prior year.

Corporate:

• Foreign exchange negatively impacted quarterly results by $14 million.
• Our FCF guidance remains at a target of $750mm as stronger business performance will be offset by higher inventory spend (manage inventory spend to $150mm as a five-year average starting in 2011) and the $40mm increase in cash taxes