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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, 2013

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, 2013 and 2012, and the related Statement of Changes in Assets Available for Benefits for the year ended December 31, 2013. 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, 2013 and 2012, and the changes in assets available for benefits for the year ended December 31, 2013, 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, 2013 and the supplemental schedule of delinquent participant contributions for the year ended December 31, 2013, 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
Iselin, New Jersey
June 13, 2014





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WYNDHAM WORLDWIDE CORPORATION EMPLOYEE SAVINGS PLAN

STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31,

 
2013
 
2012
ASSETS:
 
 
 
Participant-directed investments at fair value:
 
 
 
Cash and cash equivalents
$
24,280

 
$
727,437

Mutual funds
326,428,167

 
296,717,931

Common collective trusts
182,484,988

 
127,853,453

Common stock
50,323,545

 
38,577,851

Money market
5,385,141

 
5,376,850

Total investments
564,646,121

 
469,253,522

 
 
 
 
RECEIVABLES:
 
 
 
Employer contribution receivable
112,128

 
171,024

Employee contribution receivable
114,606

 
221,959

Notes receivable from participants
17,628,051

 
16,957,484

Total receivables
17,854,785

 
17,350,467

 
 
 
 
ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
582,500,906

 
486,603,989

 
 
 
 
Adjustment from fair value to contract value for fully benefit-responsive
investment contracts
(479,401
)
 
(1,664,105
)
ASSETS AVAILABLE FOR BENEFITS
$
582,021,505

 
$
484,939,884

    

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,

 
2013
ADDITIONS:
 
Contributions:
 
Employee contributions
$
40,229,321

Employer contributions
26,591,054

Total contributions
66,820,375

 
 
Net investment income:
 
Net appreciation in fair value of investments
71,845,576

Dividends
22,129,056

Interest
1,357

Net investment income
93,975,989

 
 
Interest income on notes receivable from participants
695,903

 
 
DEDUCTIONS:
 
Benefits paid to participants
52,397,127

NET INCREASE IN ASSETS
109,095,140

 
 
NET TRANSFERS OUT OF THE PLAN
12,013,519

 
 
ASSETS AVAILABLE FOR BENEFITS:
 
Beginning of year
484,939,884

End of year
$
582,021,505

            

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.

During the fourth quarter of 2012, the Company committed to a realignment initiative at its U.S. vacation rentals business, which resulted in the formation of Wyndham Vacation Resorts North America, LLC. As a result of this initiative, effective January 1, 2013, these employees were eligible to participate in the Wyndham Hotels and Resorts Plan. Assets of $12 million were transferred to the Wyndham Hotels and Resorts Employee Savings Plan ("Wyndham Hotels and Resorts Plan") in January 2013.

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 is eligible to participate in the Plan and receive employer matching contributions following the later of one year of employment and the attainment of age eighteen. Additionally, 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) and 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 taxable 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 in the Plan document). 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. The Plan currently offers mutual funds, common collective trusts, a money market fund and Wyndham common stock as investment options for participants. Contributions are limited to a maximum of 25% into Wyndham common stock.

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

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.


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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 their account.

During September 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 participant's account. Any dividends received in cash by participants will be subject to taxes in the year of receipt. In 2013, the Company’s Board of Directors declared quarterly dividends of $0.29 per share ($1.16 in aggregate). Dividends of $817,497 related to Wyndham common stock were paid to the Plan, of which $19,381 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 could 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 $235,561 and $622,297 at December 31, 2013 and 2012, 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 the SRF was $60.4 million and $59.0 million and contract value was $59.9 million and $57.4 million as of December 31, 2013 and 2012, respectively.

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, 2013.

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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, 2013, 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.

3.
FEDERAL INCOME TAX STATUS

The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated June 11, 2013, 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, 2013, 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 2010.


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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:
 
2013
 
Number of
 
 
 
Shares
 
Value
Davis New York Venture Fund
811,912

 
$
34,027,243

Harbor International Fund
481,699

 
34,205,450

Harbor Small Cap Value Fund
1,523,566

 
39,094,693

Northern Trust Collective Extended Market Fund
306,907

 
38,019,612

Pimco Total Return Fund
5,015,527

 
53,615,986

Prudential Jennison Growth Z
1,922,056

 
55,662,734

SSgA S&P 500 Index Fund
2,273,748

 
36,016,168

Wells Fargo Stable Return Fund
1,204,768

 
60,404,574

Wyndham Worldwide Corporation common stock (*)
682,909

 
50,323,545

 
 
 
 

 
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 (*)
725,011

 
38,577,851

 
 
(*) 
Exempt party-in-interest.

During the year ended December 31, 2013, 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:

 
2013
Mutual funds
$
33,091,584

Common collective trusts
24,438,303

Common stock
14,315,689

Net appreciation in fair value of investments
$
71,845,576



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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, 2013
 
(Level 1)
 
(Level 2)
Common stock:
 
 
 
 
 
Wyndham Worldwide Corporation (a)
$
50,323,545

 
$
50,323,545

 
$

Total
50,323,545

 
50,323,545

 

Mutual funds:
 
 
 
 
 
Small growth
13,425,381

 
13,425,381

 

Large growth
55,662,734

 
55,662,734

 

Small blend
39,094,693

 
39,094,693

 

Large blend
64,907,265

 
64,907,265

 

Foreign large blend
34,205,450

 
34,205,450

 

Large value
22,758,461

 
22,758,461

 

Intermediate term bond
53,615,986

 
53,615,986

 

Multisector bond
8,205,567

 
8,205,567

 

Moderate allocation
17,387,134

 
17,387,134

 

Real estate
14,528,356

 
14,528,356

 

Inflation-protected bond
2,637,140

 
2,637,140

 

Total
326,428,167

 
326,428,167

 

Common collective trusts:
 
 
 
 
 
Harding Loevner Emerging Markets Fund
23,178,033

 

 
23,178,033

Northern Trust Collective Extended Market Fund
38,019,612

 

 
38,019,612

Oppenheimer OFITC International Growth Fund II
24,866,601

 

 
24,866,601

SSgA S&P 500 Index Fund
36,016,168

 

 
36,016,168

Wells Fargo Stable Return Fund
60,404,574

 

 
60,404,574

Total
182,484,988

 

 
182,484,988

 
 
 
 
 
 
Money market (b)
5,385,141

 
5,385,141

 

Total
$
564,621,841

 
$
382,136,853

 
$
182,484,988

 
 
(a) 
Exempt party-in-interest.
(b) 
Primarily 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, 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

Oppenheimer OFITC International Growth Fund II
14,371,089

 

 
14,371,089

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

 

 
29,194,243

Wells Fargo Stable Return Fund
59,047,035

 

 
59,047,035

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.

For both the years ended December 31, 2013 and 2012, there were no 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 683,000 and 725,000 shares of common stock of Wyndham as of December 31, 2013 and 2012, respectively, with a cost basis of approximately $38.2 million and $30.4 million, respectively, and a fair value of approximately $50.3 million and $38.6 million, respectively.



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7.
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.
8.
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, 2013:
 
 
 
 
 
 
 
 
Other
 
Redemption
 
 
 
 
Unfunded
 
Redemption
 
Redemption
 
Notice
Investment
 
Fair Value*
 
Commitment
 
Frequency
 
Restrictions
 
Period
Harding Loevner Emerging
 
 
 
 
 
 
 
 
 
 
Markets Fund (a)
 
$
23,178,033

 
$

 
Daily
 
None
 
1 day
Northern Trust Collective
 
 
 
 
 
 
 
 
 
 
Extended Market Fund (b)
 
38,019,612

 

 
Daily
 
None
 
N/A
Oppenheimer OFITC
 
 
 
 
 
 
 
 
 
 
International Growth Fund II (c)
 
24,866,601

 

 
Daily
 
None
 
1 day
SSgA S&P 500
 
 
 
 
 
 
 
 
 
 
Index Fund (d)
 
36,016,168

 

 
Daily
 
None
 
1 day
Wells Fargo Stable
 
 
 
 
 
 
 
 
 
 
Return Fund (e)
 
60,404,574

 
$

 
Daily
 
None
 
N/A
 
 
$
182,484,988

 
$

 
 
 
 
 
 
 
* 
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 produce results that approximate the overall performance of the Dow Jones U.S. Completion Total Stock Market Index.
(c) 
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.
(d) 
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.
(e) 
Investment seeks to provide a higher rate of return than shorter maturity investments, without the volatility.



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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
Oppenheimer OFITC
 
 
 
 
 
 
 
 
 
 
International Growth Fund II (b)
 
14,371,089

 

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

 

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

 

 
Daily
 
None
 
N/A
 
 
$
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 provide a vehicle for the collective investment of funds held by qualified trusts which seek long-term growth from foreign equity securities.
(c) 
Investment seeks to invest in a portfolio of assets whose performance is expected to replicate as closely as possible, before expense, the performance of the Standard & Poor’s 500 Index.
(d) 
Investment seeks to provide a higher rate of return than shorter maturity investments, without the volatility.


9.
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:
 
 
2013
 
2012
Assets available for benefits per the financial statements
 
$
582,021,505

 
$
484,939,884

Less: Amounts allocated to withdrawing participants
 
(235,561
)
 
(622,297
)
Add: Adjustment from contract value to fair value for fully
 
 
 
 
benefit-responsive investment contracts
 
479,401

 
1,664,105

Assets available for benefits per Form 5500
 
$
582,265,345

 
$
485,981,692


The following is a reconciliation of the increase in assets per the financial statements to Form 5500 at December 31:
 
 
2013
Increase in assets per the financial statements
 
$
109,095,140

Less: 2013 amounts allocated to withdrawing participants
 
(235,561
)
Less: 2013 change in adjustments from contract value to fair value
 
(1,184,704
)
for fully benefit-responsive investment contracts
 
 
Add: 2012 amounts allocated to withdrawing participants
 
622,297

Net income per Form 5500
 
$
108,297,172


10.
SUBSEQUENT EVENT

On February 3, 2014, assets of $14 million associated with the Shell Vacations, LLC Employees Savings and Retirement Plan were merged into the Plan.


*****


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Table of Contents

Wyndham Worldwide Corporation Employee Savings Plan

Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year)
As of December 31, 2013

 
(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
 
 
 
$
13,425,381

 
Davis New York Venture Fund
 
Mutual fund
 
 
 
34,027,243

 
DWS RREEF Real Estate Securities Fund
 
Mutual fund
 
 
 
14,528,356

 
Fidelity Advisor Freedom 2010 Fund (A)
 
Mutual fund
 
 
 
845,786

 
Fidelity Advisor Freedom 2015 Fund (A)
 
Mutual fund
 
 
 
2,043,421

 
Fidelity Advisor Freedom 2020 Fund (A)
 
Mutual fund
 
 
 
2,983,747

 
Fidelity Advisor Freedom 2025 Fund (A)
 
Mutual fund
 
 
 
4,367,948

 
Fidelity Advisor Freedom 2030 Fund (A)
 
Mutual fund
 
 
 
5,702,790

 
Fidelity Advisor Freedom 2035 Fund (A)
 
Mutual fund
 
 
 
4,911,812

 
Fidelity Advisor Freedom 2040 Fund (A)
 
Mutual fund
 
 
 
4,005,088

 
Fidelity Advisor Freedom 2045 Fund (A)
 
Mutual fund
 
 
 
2,938,093

 
Fidelity Advisor Freedom 2050 Fund (A)
 
Mutual fund
 
 
 
2,548,460

 
Fidelity Advisor Freedom 2055 Fund (A)
 
Mutual fund
 
 
 
532,877

 
Harbor International Fund
 
Mutual fund
 
 
 
34,205,450

 
Harbor Small Cap Value Fund
 
Mutual fund
 
 
 
39,094,693

 
Lord Abbett Bond Debenture Fund
 
Mutual fund
 
 
 
8,205,567

 
MFS Value Fund R4
 
Mutual fund
 
 
 
22,758,461

 
The Oakmark Equity & Income Fund
 
Mutual fund
 
 
 
17,387,134

 
Pimco Total Return Fund
 
Mutual fund
 
 
 
53,615,986

 
Prudential Jennison Growth Z
 
Mutual fund
 
 
 
55,662,734

 
Vanguard Inflation Fund
 
Mutual fund
 
 
 
2,637,140

 
Harding Loevner Emerging Markets Fund
 
Common collective trust
 
 
 
23,178,033

 
Northern Trust Collective Extended Market Fund
 
Common collective trust
 
 
 
38,019,612

 
Oppenheimer OFITC International Growth Fund II
 
Common collective trust
 
 
 
24,866,601

 
SSgA S&P 500 Index Fund
 
Common collective trust
 
 
 
36,016,168

 
Wells Fargo Stable Return Fund
 
Common collective trust
 
 
 
60,404,574

*
Wyndham Worldwide Corporation
 
Common stock
 
 
 
50,323,545

*
Various participants
 
Loans to participants***
 
 
 
17,628,051

 
BIF Money Fund
 
Money market
 
 
 
235,737

 
FFI Government Fund
 
Money market
 
 
 
5,149,404

 
Cash and cash equivalents
 
 
 
 
 
24,280

 
Total
 
 
 
 
 
$
582,274,172


* Party-in-interest
** Cost information is not required for participant-directed investments.
*** Maturity dates range from 1/2/14 to 10/13/28. Interest rates range from 4.25% to 9.5%.
**** Form 5500 instructions require reporting of Common collective trusts at fair value on this schedule.


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Wyndham Worldwide Corporation Employee Savings Plan

Form 5500, Schedule H, Part IV, Line 4a – Schedule of Delinquent Participant Contributions
For The Year Ended December 31, 2013

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 ¨
 
 
 
 
 
 
 
 
 
 
 
 
 2013
 
$
22,541

 
 
 
$
22,541

 
 
 

 
 
$
22,541

 
$
 

$
22,541

 
$
 

$



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Table of Contents

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 13, 2014
 
 



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