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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Form 11-K

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission File No. 1-32876
________________
A. Full title of the plan and address of the plan, if different from that of the issuer named below:


Wyndham Worldwide Corporation
Employee Savings Plan


B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Wyndham Worldwide Corporation
22 Sylvan Way
Parsippany, New Jersey 07054







        

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WYNDHAM WORLDWIDE CORPORATION EMPLOYEE SAVINGS PLAN

TABLE OF CONTENTS
 
 
 
Page
 
 
FINANCIAL STATEMENTS:
 
 
 
 
 
SUPPLEMENTAL SCHEDULES:
 
 
 
 
 
 
 
 
 
EXHIBIT:
 
 

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Plan Administrator and Participants
of the Wyndham Worldwide Corporation Employee Savings Plan


We have audited the accompanying Statements of Assets Available for Benefits of the Wyndham Worldwide Corporation Employee Savings Plan (the "Plan") as of December 31, 2012 and 2011, and the related Statement of Changes in Assets Available for Benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the Assets Available for Benefits of the Plan as of December 31, 2012 and 2011, and the Changes in Assets Available for Benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2012 and the supplemental schedule of delinquent participant contributions for the year ended December 31, 2012, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplemental information required by the U.S. Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. These supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ EISNERAMPER LLP
Edison, New Jersey
June 14, 2013





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WYNDHAM WORLDWIDE CORPORATION EMPLOYEE SAVINGS PLAN

STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31,

 
2012
 
2011
ASSETS:
 
 
 
Participant-directed investments at fair value:
 
 
 
Cash and cash equivalents
$
727,437

 
$
366,203

Mutual funds
296,717,931

 
246,464,899

Common collective trusts
127,853,453

 
110,039,166

Common stock
38,577,851

 
28,660,301

Money market
5,376,850

 
5,237,000

Total investments
469,253,522

 
390,767,569

 
 
 
 
RECEIVABLES:
 
 
 
Employer contribution receivable
171,024

 
878,972

Employee contribution receivable
221,959

 
969,432

Notes receivable from participants
16,957,484

 
16,013,108

Total receivables
17,350,467

 
17,861,512

 
 
 
 
ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
486,603,989

 
408,629,081

 
 
 
 
Adjustment from fair value to contract value for fully benefit-responsive
investment contracts
(1,664,105
)
 
(1,367,449
)
ASSETS AVAILABLE FOR BENEFITS
$
484,939,884

 
$
407,261,632

    

The accompanying notes are an integral part of these financial statements.

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WYNDHAM WORLDWIDE CORPORATION EMPLOYEE SAVINGS PLAN

STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,

 
2012
ADDITIONS:
 
Contributions:
 
Employee contributions
$
37,726,569

Employer contributions
25,568,401

Total contributions
63,294,970

 
 
Net investment income:
 
Net appreciation in fair value of investments
47,970,251

Dividends
10,752,827

Interest
389

Net investment income
58,723,467

 
 
Interest income on notes receivable from participants
703,561

 
 
DEDUCTIONS:
 
Benefits paid to participants
45,043,746

NET INCREASE IN ASSETS
77,678,252

 
 
ASSETS AVAILABLE FOR BENEFITS:
 
Beginning of year
407,261,632

End of year
$
484,939,884

            

The accompanying notes are an integral part of these financial statements.



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WYNDHAM WORLDWIDE CORPORATION EMPLOYEE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

1.
DESCRIPTION OF PLAN

The following brief description of the Wyndham Worldwide Corporation Employee Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General—The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan was formed on August 1, 2006 in connection with Wyndham Worldwide Corporation’s (the “Company” or “Wyndham”) separation from Cendant Corporation.

Bank of America Trust Company, N.A. (the “Trustee”) is the Plan’s trustee. The Employee Benefits Committee of the Company (the “Plan Administrator”) controls and manages the operation and administration of the Plan. Under the terms of a trust agreement between the Trustee and the Company, contributions to the Plan are deposited with the Trustee and maintained in a trust on behalf of the Plan. The Plan Administrator has granted discretionary authority to one or more investment managers appointed by the Plan Administrator.

Effective September 28, 2012, the Plan was amended so that the portion of the Plan that is invested in Wyndham common stock is an employee stock ownership plan that is intended to constitute a stock bonus plan as defined in the Internal Revenue Code of 1986 (the “IRC”) and that includes a cash or deferred arrangement.

The following is a summary of certain Plan provisions:

Eligibility—Excluding employees of Wyndham Hotel Management, Inc. and employees working at the Wyndham Rio Mar location in Puerto Rico, each regular U.S. employee (as defined in the Plan document) of the Company hired on or after July 1, 2007 is eligible to participate in the Plan and receive employer matching contributions following the later of one year of employment or the attainment of age eighteen.

Excluding employees of Wyndham Hotel Management, Inc. and employees working at the Wyndham Rio Mar location in Puerto Rico, each regular U.S. employee hired prior to July 1, 2007 was eligible to participate in the Plan following the later of commencement of employment or the attainment of age eighteen and receive employer matching contributions following one year of employment.

Excluding employees of Wyndham Hotel Management, Inc. and employees working at the Wyndham Rio Mar location in Puerto Rico, each part-time U.S. employee (as defined in the Plan document) of the Company is eligible to participate in the Plan and receive employer matching contributions following the later of one year of eligible service (as defined in the Plan document) or the attainment of age eighteen.

Contributions—Each year, participants may contribute up to 20% of their pretax annual compensation, as defined in the Plan, subject to certain IRC limitations. The Company makes a matching contribution in the amount of 100% of the first 6% of compensation (as defined in the Plan document) that a participant contributes to the Plan on a payroll period basis. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined contribution plans.

Participant Accounts—Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution, and Plan earnings, and charged with withdrawals and an allocation of Plan losses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Investments—Participants direct the investment of their contributions into various investment options offered by the Plan. Contributions are limited to a maximum of 25% into Wyndham common stock. The Plan currently offers mutual funds, common collective trusts, a money market fund and Wyndham common stock as investment options for participants.

Vesting—Participants are 100% vested immediately in their contributions, employer contributions plus actual earnings thereon.


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Notes Receivable from Participants—Notes receivable from participants are measured at their unpaid principal balance plus any accrued interest. Participants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their account balance, whichever is less (provided the vested balance is at least $1,000). The initial principal amount of the loan may not be less than $500. The loans are secured by the balance in the participant’s account and bear interest at rates commensurate with local prevailing rates at the time funds are borrowed as determined quarterly by the Plan administrator. Principal and interest is paid ratably through payroll deductions. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.

Payment of Benefits—On termination of service, a participant may receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account.

Effective September 28, 2012, the Plan was amended to offer participants who invest in Wyndham common stock through the Plan the option of having dividends on such stock being distributed to the participant in cash or deposited into the participants account. Any dividends received in cash by participants will be subject to taxes in the year of receipt. In 2012, the Company’s Board of Directors declared dividends of $0.92 per share ($0.23 per share subsequent to the amendment). Of the $677,008 in dividends paid to the Plan related to Wyndham common stock, approximately $3,321 was distributed in cash to participants who elected the cash payment option.

2.
SUMMARY OF ACCOUNTING POLICIES

Basis of Accounting—The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Risks and Uncertainties—The Plan contains investments in mutual funds, common collective trusts and common stock. Investment securities, in general, are exposed to various risks, such as interest rate and credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of the Plan’s investment securities will occur in the near term and that such changes would materially affect the amounts reported in the Plan’s financial statements.

Administrative Expenses—Administrative expenses are paid by the Company pursuant to the Plan document.

Payment of Benefits—Benefit payments to participants are recorded when paid. Amounts allocated to accounts of participants who have elected to withdraw from the Plan but have not yet been paid were $622,297 and $334,313 at December 31, 2012 and 2011, respectively.

Valuation of Investments and Income Recognition—The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Securities traded on a national securities exchange, such as common stock, are valued at the last reported sales price on the last business day of the Plan year. Mutual funds and the money market fund are valued at the quoted market price, which represents the net asset value of shares held by the Plan at year-end. Common collective trusts are valued at the net asset value of the shares held by the Plan at year-end, which is based on the fair value of the underlying assets.

The Wells Fargo Stable Return Fund (“the SRF”) is a common collective trust fund that invests primarily in both security-backed contracts (“SBCs”), also known as synthetic guaranteed investment contracts and guaranteed investment contracts (“GICs”) issued by insurance companies and other financial institutions. SBCs are collateralized by a portfolio of bonds and are valued at the fair value of the underlying portfolio. The wrapper contracts are valued by determining the difference between the present value of the replacement cost of the wrapper contract and the present value of the contractually obligated payments in the original wrapper contract. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be less than zero percent. Such interest rates are reviewed on a quarterly basis for resetting. The GICs are issued at fixed rates and carried at contract value. The contract value represents contributions, plus earnings and accrued interest, less any participant-directed withdrawals. Participants may ordinarily direct the withdrawals or transfers of all or a portion of their investment at contract value.The SRF contains several redemption restrictions including the right to require a 12-month notice for withdrawal of assets from the SRF initiated by the Company. Withdrawals initiated by participants of the Plan will be honored when received.

The fair value recorded in the Plan’s financial statements for such fund was $59.0 million and $54.0 million and contract value was $57.4 million and $52.6 million as of December 31, 2012 and 2011, respectively.

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Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date and interest is recorded when earned. The accompanying Statement of Changes in Assets Available for Benefits presents net appreciation in fair value of investments, which includes unrealized gains and losses on investments, realized gains on investments sold and management and operating expenses associated with the Plan's investments in mutual funds and collective trusts during the year ended December 31, 2012.

Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Fully Benefit-Responsive Investment Contracts—In accordance with guidance issued by the Financial Accounting Standards Board (“FASB”) for reporting of fully benefit-responsive contracts held by certain investment companies, the Statements of Assets Available for Benefits presents investment contracts at fair value as well as an additional line item showing an adjustment of fully benefit-responsive investment contracts from fair value to contract value. For the year ended December 31, 2012, the Statement of Changes in Assets Available for Benefits is presented on a contract value basis. The fair value of the contract is determined by multiplying the contract value by a ratio of the fair value of total assets held in the SRF divided by the contract value of net assets held in the SRF.

New Accounting Pronouncements

Fair Value MeasurementIn May 2011, the FASB issued guidance which generally provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. The guidance changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2011 and shall be applied on a prospective basis. The Plan adopted the guidance on January 1, 2012, as required. There was no material impact on the Plan’s financial statements resulting from the adoption.

3.
FEDERAL INCOME TAX STATUS

The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated September 16, 2008, that the Plan is qualified and the trust established under the plan is tax-exempt under the appropriate sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, there was no provision for income taxes as of the financial statement date.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by a government authority. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.


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4.
INVESTMENTS

The following table presents investments that represent five percent or more of the Plan’s assets available for benefits at fair value as of December 31:
 
2012
 
Number of
 
 
 
Shares
 
Value
Davis New York Venture Fund
757,595

 
$
26,629,481

Harbor International Fund
519,661

 
32,281,347

Harbor Small Cap Value Fund
1,253,496

 
28,003,095

Pimco Total Return Fund
5,179,376

 
58,216,185

Prudential Jennison Growth Z
1,925,423

 
41,974,222

Harding Loevner Emerging Markets Fund
2,153,676

 
25,241,086

SSgA S&P 500 Index Fund
2,437,119

 
29,194,243

Wells Fargo Stable Return Fund
1,170,364

 
59,047,035

Wyndham Worldwide Corporation common stock(a)
725,011

 
38,577,851

 
 
 
 

 
2011
 
Number of
 
 
 
Shares
 
Value
American Funds Growth Fund of America
1,277,718

 
$
36,644,956

Davis New York Venture Fund
685,888

 
22,510,836

Harbor International Fund
423,821

 
22,229,416

Harbor Small Cap Value Fund
1,100,263

 
22,005,262

Pimco Total Return Fund
4,597,562

 
49,975,501

Harding Loevner Emerging Markets Fund
2,137,586

 
20,392,567

Bank of America Equity Index XII Fund(a)
1,414,048

 
23,133,822

Wells Fargo Stable Return Fund
1,091,619

 
53,961,652

Wyndham Worldwide Corporation common stock(a)
753,256

 
28,506,987

 
 
(a) 
Exempt party-in-interest.

During the year ended December 31, 2012, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the period) appreciated in value as follows:

 
2012
Mutual funds
$
24,430,991

Common collective trusts
11,979,941

Common stock
11,559,319

Net appreciation in fair value of investments
$
47,970,251



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5.
FAIR VALUE

The guidance for fair value measurement requires additional disclosures about the Plan’s assets and liabilities that are measured at fair value. The following tables present information about the Plan’s financial assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Plan to determine such fair values. Financial assets carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable.

Level 3: Unobservable inputs used when little or no market data is available.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. The Plan’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.
 
 
 
Fair Value Measure on a
 
 
 
Recurring Basis
 
 
 
Quoted Prices in
 
Significant
 
 
 
Active Markets for
 
Other
 
As of
 
Identical Assets
 
Observable Inputs
 
December 31, 2012
 
(Level 1)
 
(Level 2)
Common stock:
 
 
 
 
 
Wyndham Worldwide Corporation (a)
$
38,577,851

 
$
38,577,851

 
$

Total
38,577,851

 
38,577,851

 

Mutual funds:
 
 
 
 
 
Small growth
8,393,355

 
8,393,355

 

Mid cap growth
55,888,158

 
55,888,158

 

Large growth
8

 
8

 

Small blend
28,003,095

 
28,003,095

 

Large blend
50,915,910

 
50,915,910

 

Foreign large blend
32,281,347

 
32,281,347

 

Mid cap value
16,609,340

 
16,609,340

 

Large value
8,007,611

 
8,007,611

 

Intermediate term bond
58,216,185

 
58,216,185

 

Multisector bond
6,779,738

 
6,779,738

 

Moderate allocation
12,832,588

 
12,832,588

 

Real estate
16,382,238

 
16,382,238

 

Inflation-protected bond
2,408,358

 
2,408,358

 

Total
296,717,931

 
296,717,931

 

Common collective trusts:
 
 
 
 
 
Harding Loevner Emerging Markets Fund
25,241,086

 

 
25,241,086

SSgA S&P 500 Index Fund
29,194,243

 

 
29,194,243

Wells Fargo Stable Return Fund
59,047,035

 

 
59,047,035

Oppenheimer OFITC International Growth Fund II
14,371,089

 

 
14,371,089

Total
127,853,453

 

 
127,853,453

 
 
 
 
 
 
Money market (b)
5,376,850

 
5,376,850

 

Total
$
468,526,085

 
$
340,672,632

 
$
127,853,453

 
 
(a) 
Exempt party-in-interest.
(b) 
Represents an investment in FFI Government Fund.


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Fair Value Measure on a
 
 
 
Recurring Basis
 
 
 
Quoted Prices in
 
Significant
 
 
 
Active Markets for
 
Other
 
As of
 
Identical Assets
 
Observable Inputs
 
December 31, 2011
 
(Level 1)
 
(Level 2)
Common stock:
 
 
 
 
 
Wyndham Worldwide Corporation (a)
$
28,506,987

 
$
28,506,987

 
$

Avis Budget Group, Inc. 
153,314

 
153,314

 

Total
28,660,301

 
28,660,301

 

Mutual funds:
 
 
 
 
 
Small growth
8,203,920

 
8,203,920

 

Mid cap growth
11,658,097

 
11,658,097

 

Large growth
36,644,956

 
36,644,956

 

Small blend
22,005,262

 
22,005,262

 

Large blend
41,797,485

 
41,797,485

 

Foreign large blend
22,229,416

 
22,229,416

 

Mid cap value
17,449,513

 
17,449,513

 

Large value
6,720,267

 
6,720,267

 

Intermediate term bond
49,975,501

 
49,975,501

 

Multisector bond
5,197,645

 
5,197,645

 

Moderate allocation
10,994,089

 
10,994,089

 

Real estate
12,777,446

 
12,777,446

 

Inflation-protected bond
811,302

 
811,302

 

Total
246,464,899

 
246,464,899

 

Common collective trusts:
 
 
 
 
 
Harding Loevner Emerging Markets Fund
20,392,567

 

 
20,392,567

Bank of America Equity Index XII Fund (a)
23,133,822

 

 
23,133,822

Wells Fargo Stable Return Fund
53,961,652

 

 
53,961,652

Oppenheimer OFITC International Growth Fund II
12,551,125

 

 
12,551,125

Total
110,039,166

 

 
110,039,166

 
 
 
 
 
 
Money market (b)
5,237,000

 
5,237,000

 

Total
$
390,401,366

 
$
280,362,200

 
$
110,039,166

 
 
(a) 
Exempt party-in-interest.
(b) 
Represents an investment in FFI Government Fund.

For both the years ended December 31, 2012 and 2011, there were no significant transfers into or out of Levels 1, 2 or 3.
    
6.
EXEMPT PARTY-IN-INTEREST TRANSACTIONS

A portion of the Plan’s investments includes shares of mutual funds that are managed by the Trustee. The Trustee is the custodian of these investments as defined by the Plan, and, therefore, these transactions qualify as exempt party-in-interest transactions.

Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

The Plan held approximately 725,000 and 753,000 shares of common stock of Wyndham as of December 31, 2012 and 2011, respectively, with a cost basis of approximately $30.4 million and $23.3 million, respectively, and a fair value of approximately $38.6 million and $28.5 million, respectively.


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7.
DEPARTMENT OF LABOR AUDIT

The Plan has undergone an audit by the Department of Labor (the “DOL”) for plan years 2007 through 2011. The DOL informed the Company that it had found the remittance of certain participants’ contributions and loan repayments to the Plan exceeded the required time frame as determined by the DOL. The DOL determines the required time frame based on the date such contributions or repayments can reasonably be separated from the Company’s assets. The Company agreed to restore lost earnings as identified by the DOL and to make certain prospective changes to its remittance process.
The Company filed Form 5330 and paid all applicable excise tax and restored the lost earnings to participants. The excise tax payments were paid from the Company’s assets and not from assets of the Plan. Lost earnings amounted to $138,364, which were deposited into the Plan in May 2012 and are included in the Statement of Assets Available for Benefits as of December 31, 2011 within employer contribution receivable.
8.
PLAN TERMINATION

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA.
9.
NET ASSET VALUE PER SHARE

In accordance with the guidance for fair value measurements in certain entities that calculate Net Asset Value (“NAV”) per share (or its equivalents), the Plan discloses the category, fair value, redemption frequency and redemption notice period at the participant level for those assets whose fair value is estimated using the NAV per share.
The following table sets forth a summary of the Plan’s investments with a reported NAV at December 31, 2012:
 
 
 
 
 
 
 
 
Other
 
Redemption
 
 
 
 
Unfunded
 
Redemption
 
Redemption
 
Notice
Investment
 
Fair Value*
 
Commitment
 
Frequency
 
Restrictions
 
Period
Harding Loevner Emerging
 
 
 
 
 
 
 
 
 
 
Markets Fund (a)
 
$
25,241,086

 
$

 
Daily
 
None
 
1 day
SSgA S&P 500
 
 
 
 
 
 
 
 
 
 
Index Fund (b)
 
29,194,243

 

 
Daily
 
None
 
1 day
Wells Fargo Stable
 
 
 
 
 
 
 
 
 
 
Return Fund (c)
 
59,047,035

 

 
Daily
 
None
 
N/A
Oppenheimer OFITC
 
 
 
 
 
 
 
 
 
 
International Growth Fund II (d)
 
14,371,089

 

 
Daily
 
None
 
1 day
 
 
$
127,853,453

 
$

 
 
 
 
 
 
 
* 
The fair values of the investments have been estimated using the NAV of the investment.
(a) 
Investment seeks superior long-term returns from a portfolio of well managed, financially strong companies in growing businesses that have clear competitive advantage.
(b) 
Investment seeks to invest in a portfolio of assets whose performance is expected to replicate as closely as possible, before expenses, the performance of the Standard & Poor’s 500 Index.
(c) 
Investment seeks to provide a higher rate of return than shorter maturity investments, without the volatility.
(d) 
Investment seeks to provide a vehicle for the collective investment of funds held by qualified trusts which seek long-term growth from foreign equity securities.

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The following table sets forth a summary of the Plan’s investments with a reported NAV at December 31, 2011:
 
 
 
 
 
 
 
 
Other
 
Redemption
 
 
 
 
Unfunded
 
Redemption
 
Redemption
 
Notice
Investment
 
Fair Value*
 
Commitment
 
Frequency
 
Restrictions
 
Period
Harding Loevner Emerging
 
 
 
 
 
 
 
 
 
 
Markets Fund (a)
 
$
20,392,567

 
$

 
Daily
 
None
 
1 day
Bank of America Equity Index
 
 
 
 
 
 
 
 
 
 
Trust XII (b)
 
23,133,822

 

 
Daily
 
None
 
1 day
Wells Fargo Stable
 
 
 
 
 
 
 
 
 
 
Return Fund (c)
 
53,961,652

 

 
Daily
 
None
 
N/A
Oppenheimer OFITC
 
 
 
 
 
 
 
 
 
 
International Growth Fund II (d)
 
12,551,125

 

 
Daily
 
None
 
1 day
 
 
$
110,039,166

 
$

 
 
 
 
 
 
 
* 
The fair values of the investments have been estimated using the NAV of the investment.
(a) 
Investment seeks superior long-term returns from a portfolio of well managed, financially strong companies in growing businesses that have clear competitive advantage.
(b) 
Investment seeks to invest in a portfolio of assets whose performance is expected to match approximately the performance of the Standard & Poor’s 500 Composite Stock Index.
(c) 
Investment seeks to provide a higher rate of return than shorter maturity investments, without the volatility.
(d) 
Investment seeks to provide a vehicle for the collective investment of funds held by qualified trusts which seek long-term growth from foreign equity securities.

10.
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of Assets Available for Benefits per the financial statements to Form 5500 at December 31:
 
 
2012
 
2011
Assets available for benefits per the financial statements
 
$
484,939,884

 
$
407,261,632

Less: Amounts allocated to withdrawing participants
 
(622,297
)
 
(334,313
)
Add: Adjustment from contract value to fair value for fully
 
 
 
 
benefit-responsive investment contracts
 
1,664,105

 
1,367,449

Assets available for benefits per Form 5500
 
$
485,981,692

 
$
408,294,768


The following is a reconciliation of the increase in assets per the financial statements to Form 5500 at December 31:
 
 
2012
Increase in assets per the financial statements
 
$
77,678,252

Less: 2012 amounts allocated to withdrawing participants
 
(622,297
)
Add: 2012 change in adjustments from contract value to fair value
 
296,656

for fully benefit-responsive investment contracts
 
 
Add: 2011 amounts allocated to withdrawing participants
 
334,313

Net income per Form 5500
 
$
77,686,924


*****


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Wyndham Worldwide Employee Savings Plan

Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year)
As of December 31, 2012

 
(b)
 
(c)
 
 
 
(e)
 
Identity of Issue, Borrower
 
Description of
 
(d)
 
Current
(a)
Current Lessor or Similar Party
 
Investment
 
Cost**
 
Value****
 
Alger Small Cap Growth Fund
 
Mutual fund
 
 
 
$
8,393,355

 
Davis New York Venture Fund
 
Mutual fund
 
 
 
26,629,481

 
DWS RREEF Real Estate Securities Fund
 
Mutual fund
 
 
 
16,382,238

 
Fidelity Advisor Freedom 2010 Fund (A)
 
Mutual fund
 
 
 
856,822

 
Fidelity Advisor Freedom 2015 Fund (A)
 
Mutual fund
 
 
 
1,832,356

 
Fidelity Advisor Freedom 2020 Fund (A)
 
Mutual fund
 
 
 
2,532,813

 
Fidelity Advisor Freedom 2025 Fund (A)
 
Mutual fund
 
 
 
4,212,798

 
Fidelity Advisor Freedom 2030 Fund (A)
 
Mutual fund
 
 
 
4,288,883

 
Fidelity Advisor Freedom 2035 Fund (A)
 
Mutual fund
 
 
 
4,093,556

 
Fidelity Advisor Freedom 2040 Fund (A)
 
Mutual fund
 
 
 
2,742,060

 
Fidelity Advisor Freedom 2045 Fund (A)
 
Mutual fund
 
 
 
1,867,188

 
Fidelity Advisor Freedom 2050 Fund (A)
 
Mutual fund
 
 
 
1,794,308

 
Fidelity Advisor Freedom 2055 Fund (A)
 
Mutual fund
 
 
 
65,645

 
Harbor International Fund
 
Mutual fund
 
 
 
32,281,347

 
Harbor Mid Cap Growth Fund
 
Mutual fund
 
 
 
13,913,936

 
American Funds Growth Fund of America
 
Mutual fund
 
 
 
8

 
Harbor Small Cap Value Fund
 
Mutual fund
 
 
 
28,003,095

 
Lord Abbett Bond Debenture Fund
 
Mutual fund
 
 
 
6,779,738

 
MFS Value Fund R4
 
Mutual fund
 
 
 
8,007,611

 
The Oakmark Equity & Income Fund
 
Mutual fund
 
 
 
12,832,588

 
Pimco Total Return Fund
 
Mutual fund
 
 
 
58,216,185

 
Pioneer Mid Cap Value Fund
 
Mutual fund
 
 
 
16,609,340

 
Prudential Jennison Growth Z
 
Mutual fund
 
 
 
41,974,222

 
Vanguard Inflation Fund
 
Mutual fund
 
 
 
2,408,358

 
Harding Loevner Emerging Markets Fund
 
Common collective trust
 
 
 
25,241,086

 
Wells Fargo Stable Return Fund
 
Common collective trust
 
 
 
59,047,035

 
Oppenheimer OFITC International Growth Fund II
 
Common collective trust
 
 
 
14,371,089

 
SSgA S&P 500 Index Fund
 
Common collective trust
 
 
 
29,194,243

*
Wyndham Worldwide Corporation
 
Common stock
 
 
 
38,577,851

*
Various participants
 
Loans to participants***
 
 
 
16,957,484

 
FFI Government Fund
 
Money market
 
 
 
5,376,850

 
Cash and cash equivalents
 
 
 
 
 
727,437

 
Total
 
 
 
 
 
$
486,211,006


* Party-in-interest
** Cost information is not required for participant-directed investments.
*** Maturity dates range from 1/4/13 to 12/14/27. Interest rates range from 4.25% to 10.25%.
**** Form 5500 instructions require reporting of Common collective trusts at fair value on this schedule.


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Wyndham Worldwide Employee Savings Plan

Form 5500, Schedule H, Part IV, Line 4a – Schedule of Delinquent Participant Contributions
For The Year Ended December 31, 2012

Did the employer fail to transmit to the plan any participant contributions within the time period described in 29 CFR 2510.3-102?
Yes X No __

 
Total That Constitute Nonexempt Prohibited Transactions
 
 
Participant
 
 
 
 
 
 
Contributions
 
Total Fully
 
 
Contributions
 
 
 
Contributions
 
Pending
 
Corrected Under
 
 
Transferred
 
Contributions
 
Corrected
 
Correction
 
VFCP And
 
 
Late to Plan
 
Not Corrected
 
Outside VFCP
 
In VFCP
 
PTE 2002-51
Check Here if Late Participant
 
 
 
 
 
 
 
 
 
 
 
 
 
Loan Repayments are included  R
 
 
 
 
 
 
 
 
 
 
 
 
 2012
 
5,003,985

 
 
 
5,003,985

 
 
 
 
 
 
$
5,003,985

 
$
 

$
5,003,985

 
$
 

$



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Committee of the Wyndham Worldwide Corporation Employee Savings Plan (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Wyndham Worldwide Corporation Employee Savings Plan
 
 
 
 
By: /s/ Mary Falvey
 
 
Mary Falvey
 
 
Executive Vice President,
 
 
Chief Human Resources Officer
 
 
Wyndham Worldwide Corporation
 
 
 
Date: June 14, 2013
 
 



14