8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) October 23, 2013 (October 23, 2013)

Wyndham Worldwide Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-32876	20-0052541
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
22 Sylvan Way Parsippany, NJ		07054
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (973) 753-6000

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Wyndham Worldwide Corporation today posted 2013 earnings and driver guidance and 2014 outlook as of October 23, 2013 to the Investor Relations page of its website, http://www.wyndhamworldwide.com/investors/earnings-financials.

A copy of the guidance and outlook is furnished as Exhibit 99.1 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished with this report:

Exhibit No.	Description
Exhibit 99.1	Wyndham Worldwide Corporation 2013 earnings and driver guidance and 2014 outlook as of October 23, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WYNDHAM WORLDWIDE CORPORATION
Date: October 23, 2013	By:	/s/ Nicola Rossi
		Nicola Rossi Chief Accounting Officer

WYNDHAM WORLDWIDE CORPORATION

CURRENT REPORT ON FORM 8-K

Report Dated October 23, 2013

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Wyndham Worldwide Corporation 2013 earnings and driver guidance and 2014 outlook as of October 23, 2013.

EX-99.1

EXHIBIT 99.1

Wyndham Worldwide Corporation

2013 Earnings and Driver Guidance and 2014 Outlook

As of October 23, 2013

(In millions, except per share data)

Full Year 2013 Earnings Guidance (a) (b)
	Low				High
Net Revenues
Lodging		$	945			$	995
Vacation Exchange and Rentals			1,525				1,600
Vacation Ownership			2,425				2,550
Total Reportable Segments		$	4,925			$	5,100
Adjusted EBITDA
Lodging		$	290			$	305
Vacation Exchange and Rentals			355				370
Vacation Ownership			595				620
Corporate and Other			(120	)			(115	)
Total Adjusted EBITDA			1,140				1,165
Depreciation and amortization			(216	)			(216	)
Interest expense, net			(121	)			(119	)
Adjusted income before income taxes			809				815
Provision for income taxes (c)			(299	)			(302	)
Adjusted net income		$	510			$	513
Adjusted diluted earnings per share		$	3.78			$	3.80
Diluted shares			135				135
Fourth Quarter 2013
	Low				High
Diluted earnings per share		$	0.70			$	0.72
Diluted shares			132				132
Full Year 2013 Driver Guidance (b) (d)
									EBITDA Impact of 100bps Change
	Low				High				Low			High
Lodging
RevPAR			4%				6%			$	2		$	3
Number of Rooms			2%				4%				2			3
Vacation Exchange and Rentals
Average Number of Members			flat				flat			$	3		$	4
Exchange Revenue Per Member			1%				3%				6			7
Vacation Rental Transactions			6%				9%				1			2
Average Net Price Per Vacation Rental			6%				9%				7			8
Vacation Ownership
Tours			6%				9%			$	3		$	4
Volume Per Guest			-2%				flat				4			5
Full Year 2014 Outlook (e)
	Low				High
Net revenues		$	5,250			$	5,350
EBITDA		$	1,215			$	1,240
Diluted earnings per share		$	4.12			$	4.22
Diluted shares			133				133

Notes:

^(a)  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.

^(b)  Guidance is based upon September 30, 2013 foreign exchange rates.

^(c)  Full year tax rate is expected to be approximately 37.00%.

^(d) A glossary of terms is included in Table 3 (3 of 3) of the Company’s Quarterly 2013 Earnings Release on Form 8-K, filed with the SEC on October 23, 2013.

^(e)  It is not practicable to provide a reconciliation of forecasted adjusted measures to the most directly comparable GAAP measures because certain items cannot be reasonably estimated or predicted at this time.

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 from those 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.