WYN-2014-FORM 11-K
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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, 2014

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 net assets available for benefits of the Wyndham Worldwide Corporation Employee Savings Plan (the “Plan”) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. 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 audit 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 net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

The supplemental schedule of assets (held at end of year) as of December 31, 2014 and the supplemental schedule of delinquent participant contributions for the year ended December 31, 2014 have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedules are the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with U.S. Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule of assets (held at end of year) as of December 31, 2014 and the supplemental schedule of delinquent participant contributions for the year ended December 31, 2014 are fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ EISNERAMPER LLP
Iselin, New Jersey
June 12, 2015





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WYNDHAM WORLDWIDE CORPORATION EMPLOYEE SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31,

 
2014
 
2013
ASSETS:
 
 
 
Participant-directed investments at fair value:
 
 
 
Cash and cash equivalents
$
32,634

 
$
24,280

Mutual funds
334,861,664

 
326,428,167

Common collective trusts
229,188,975

 
182,484,988

Common stock
55,366,813

 
50,323,545

Money market
7,641,579

 
5,385,141

Total investments
627,091,665

 
564,646,121

 
 
 
 
RECEIVABLES:
 
 
 
Employer contribution receivable
222,981

 
112,128

Employee contribution receivable
294,647

 
114,606

Notes receivable from participants
19,122,122

 
17,628,051

Total receivables
19,639,750

 
17,854,785

 
 
 
 
ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
646,731,415

 
582,500,906

Adjustment from fair value to contract value for fully benefit-responsive
investment contracts
(787,841
)
 
(479,401
)
TOTAL ASSETS AVAILABLE FOR BENEFITS
645,943,574

 
582,021,505

 
 
 
 
LIABILITIES:
 
 
 
Excess contributions payable
67,551

 

NET ASSETS AVAILABLE FOR BENEFITS
$
645,876,023

 
$
582,021,505

    

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 NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,

 
2014
ADDITIONS:
 
Contributions:
 
Employee contributions
$
44,399,881

Employer contributions
29,613,148

Total contributions
74,013,029

 
 
Net investment income:
 
Net appreciation in fair value of investments
15,012,169

Dividends
22,966,918

Interest
274

Net investment income
37,979,361

 
 
Interest income on notes receivable from participants
756,579

 
 
DEDUCTIONS:
 
Benefits paid to participants
63,065,565

NET INCREASE IN NET ASSETS
49,683,404

 
 
TRANSFERS INTO THE PLAN
14,171,114

 
 
NET ASSETS AVAILABLE FOR BENEFITS:
 
Beginning of year
582,021,505

End of year
$
645,876,023

            

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, 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 first quarter of 2014, assets of approximately $14 million associated with the Shell Vacations, LLC Employees Savings and Retirement Plan (“Shell Plan”) were merged into the Plan. John Hancock Life Insurance Company (U.S.A.) held and managed the investments of the Shell Plan.

The following is a summary of certain Plan provisions:

Eligibility—Each regular U.S. employee 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, excluding employees as defined in the Plan document of Wyndham Hotel Management, Inc., Wyndham Vacation Rentals North America, LLC and employees working at the Wyndham Rio Mar location in Puerto Rico. 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 Internal Revenue Code (“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.

The Plan offers 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 2014, the Company’s Board of Directors declared quarterly dividends of $0.35 per share ($1.40 in aggregate). Dividends of $926,652 related to Wyndham common stock were paid to the Plan, of which $22,219 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 $813,420 and $235,561 at December 31, 2014 and 2013, 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 $57.1 million and $60.4 million and contract value was $56.3 million and $59.9 million as of December 31, 2014 and 2013, 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 Net Assets Available for Benefits presents net appreciation in fair value of investments, which includes unrealized gains and losses on investments, realized gains and losses

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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, 2014.

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 Net 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, 2014, the Statement of Changes in Net 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 Pronouncement

Fair Value Measurement-In May 2015, the FASB issued guidance on disclosures for investments in certain entities that calculate net asset value per share (or its equivalent). The guidance removes the requirement to include investments in the fair value hierarchy for which fair value is measured using the net asset value per share practical expedient. This guidance is effective retrospectively for the year ending December 31, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Plan is currently evaluating the impact of the adoption of this guidance on the Plan’s financial statements.

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, 2014, 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.


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4.
INVESTMENTS

The following table presents investments that represent five percent or more of the Plan’s net assets available for benefits at fair value as of December 31:
 
2014
 
Number of
 
 
 
Shares
 
Value
Davis New York Venture Fund
923,869

 
$
34,524,988

Northern Trust Collective Extended Market Fund
297,596

 
51,900,817

Pimco Total Return Fund
4,416,273

 
47,077,465

Prudential Jennison Growth Z
1,948,363

 
58,879,522

SSgA S&P 500 Index Fund
1,266,996

 
54,554,299

Wells Fargo Stable Return Fund
1,117,442

 
57,062,213

Wyndham Worldwide Corporation common stock (*)
645,602

 
55,366,813


 
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

 
 
(*) 
Exempt party-in-interest.

During the year ended December 31, 2014, 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:

 
2014
Mutual funds
$
270,659

Common collective trusts
6,859,531

Common stock
7,881,979

Net appreciation in fair value of investments
$
15,012,169



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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, 2014

 
(Level 1)
 
(Level 2)
Common stock:
 
 
 
 
 
Wyndham Worldwide Corporation (a)
$
55,366,813

 
$
55,366,813

 
$

Total
55,366,813

 
55,366,813

 

Mutual funds:
 
 
 
 
 
Small growth
12,159,783

 
12,159,783

 

Large growth
58,879,522

 
58,879,522

 

Small blend
31,594,597

 
31,594,597

 

Large blend
83,599,771

 
83,599,771

 

Foreign large blend
28,487,555

 
28,487,555

 

Large Value
17,362,186

 
17,362,186

 
 
Intermediate term bond
47,077,465

 
47,077,465

 

Multisector bond
9,168,273

 
9,168,273

 

Moderate allocation
20,128,597

 
20,128,597

 

Real estate
22,242,761

 
22,242,761

 

Inflation-protected bond
4,161,154

 
4,161,154

 

Total
334,861,664

 
334,861,664

 

Common collective trusts:
 
 
 
 
 
Harding Loevner Emerging Markets Fund
24,479,275

 

 
24,479,275

Northern Trust Collective Aggregate Bond Index Fund
10,549,274

 

 
10,549,274

Northern Trust Collective All Country World Index Fund
4,765,871

 

 
4,765,871

    Northern Trust Collective Extended Market Fund

51,900,817

 

 
51,900,817

Oppenheimer OFITC International Growth Fund II
25,877,226

 

 
25,877,226

SSgA S&P 500 Index Fund
54,554,299

 

 
54,554,299

Wells Fargo Stable Return Fund
57,062,213

 

 
57,062,213

Total
229,188,975

 

 
229,188,975

 
 
 
 
 
 
Money market (b)
7,641,579

 
7,641,579

 

Total
$
627,059,031

 
$
397,870,056

 
$
229,188,975

 
 
(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, 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.

For both the years ended December 31, 2014 and 2013, 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 646,000 and 683,000 shares of common stock of Wyndham as of December 31, 2014 and 2013, respectively, with a cost basis of approximately $49.8 million and $38.2 million, respectively, and a fair value of approximately $55.4 million and $50.3 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, 2014:
 
 
 
 
 
 
 
 
Other
 
Redemption
 
 
 
 
Unfunded
 
Redemption
 
Redemption
 
Notice
Investment
 
Fair Value*
 
Commitment
 
Frequency
 
Restrictions
 
Period
Harding Loevner Emerging
 
 
 
 
 
 
 
 
 
 
Markets Fund (a)
 
$
24,479,275

 
$

 
Daily
 
None
 
1 day
Northern Trust Collective
 
 
 
 
 
 
 
 
 
 
Aggregate Bond Index Fund (b)
 
10,549,274

 

 
Daily
 
None
 
N/A
Northern Trust Collective
 
 
 
 
 
 
 
 
 
 
All Country World Index Fund (c)
 
4,765,871

 

 
Daily
 
None
 
N/A
Northern Trust Collective
 
 
 
 
 
 
 
 
 
 
Extended Market Fund (d)
 
51,900,817

 

 
Daily
 
None
 
N/A
Oppenheimer OFITC
 
 
 
 
 
 
 
 
 
 
International Growth Fund II (e)
 
25,877,226

 

 
Daily
 
None
 
1 day
SSgA S&P 500
 
 
 
 
 
 
 
 
 
 
Index Fund (f)
 
54,554,299

 

 
Daily
 
None
 
1 day
Wells Fargo Stable
 
 
 
 
 
 
 
 
 
 
Return Fund (g)
 
57,062,213

 

 
Daily
 
None
 
N/A
 
 
$
229,188,975

 
$

 
 
 
 
 
 
 
* 
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 Barclay’s U.S. Capital Aggregate Bond Index.
(c) 
Investment seeks to produce results that approximate the risk and return characterized by the Morgan Stanley Capital International and All Country World Index.
(d) 
Investment seeks to produce results that approximate the overall performance of the Dow Jones U.S. Completion Total Stock Market Index.
(e) 
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.
(f) 
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.
(g) 
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, 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.

9.
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of Net Assets Available for Benefits per the financial statements to Form 5500 at December 31:
 
 
2014
 
2013
Net assets available for benefits per the financial statements
 
$
645,876,023

 
$
582,021,505

Less: Amounts allocated to withdrawing participants
 
(813,420
)
 
(235,561
)
Add: Adjustment from contract value to fair value for fully
 
 
 
 
benefit-responsive investment contracts
 
787,841

 
479,401

Net assets available for benefits per Form 5500
 
$
645,850,444

 
$
582,265,345


The following is a reconciliation of the increase in net assets per the financial statements to Form 5500 at December 31:
 
 
2014
Net increase in net assets per the financial statements
 
$
49,683,404

Less: 2014 amounts allocated to withdrawing participants
 
(813,420
)
Add: 2014 change in adjustments from contract value to fair value
 
 
for fully benefit-responsive investment contracts
 
308,440

Add: 2013 amounts allocated to withdrawing participants
 
235,561

Net income per Form 5500
 
$
49,413,985


*****


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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, 2014

 
(b)
 
(c)
 
 
 
(e)
 
Identity of Issue, Borrower
 
Description of
 
(d)
 
Current
(a)
Current Lessor or Similar Party
 
Investment
 
Cost**
 
Value****
 
Davis New York Venture Fund
 
Mutual fund
 
 
 
$
34,524,988

 
DWS RREEF Real Estate Securities Fund
 
Mutual fund
 
 
 
22,242,761

 
Fidelity Advisor Freedom 2010 Fund (A)
 
Mutual fund
 
 
 
1,094,295

 
Fidelity Advisor Freedom 2015 Fund (A)
 
Mutual fund
 
 
 
2,543,032

 
Fidelity Advisor Freedom 2020 Fund (A)
 
Mutual fund
 
 
 
4,792,230

 
Fidelity Advisor Freedom 2025 Fund (A)
 
Mutual fund
 
 
 
7,861,238

 
Fidelity Advisor Freedom 2030 Fund (A)
 
Mutual fund
 
 
 
8,518,730

 
Fidelity Advisor Freedom 2035 Fund (A)
 
Mutual fund
 
 
 
8,372,828

 
Fidelity Advisor Freedom 2040 Fund (A)
 
Mutual fund
 
 
 
6,288,392

 
Fidelity Advisor Freedom 2045 Fund (A)
 
Mutual fund
 
 
 
4,801,624

 
Fidelity Advisor Freedom 2050 Fund (A)
 
Mutual fund
 
 
 
3,470,705

 
Fidelity Advisor Freedom 2055 Fund (A)
 
Mutual fund
 
 
 
1,331,709

 
Franklin Small Cap Growth Fund
 
Mutual fund
 
 
 
12,159,783

 
Harbor International Fund
 
Mutual fund
 
 
 
28,487,555

 
Harbor Small Cap Value Fund
 
Mutual fund
 
 
 
31,594,597

 
Lord Abbett Bond Debenture Fund
 
Mutual fund
 
 
 
9,168,273

 
MFS Value Fund R4
 
Mutual fund
 
 
 
17,362,186

 
The Oakmark Equity & Income Fund
 
Mutual fund
 
 
 
20,128,597

 
Pimco Total Return Fund
 
Mutual fund
 
 
 
47,077,465

 
Prudential Jennison Growth Z
 
Mutual fund
 
 
 
58,879,522

 
Vanguard Inflation Fund
 
Mutual fund
 
 
 
4,161,154

 
Harding Loevner Emerging Markets Fund
 
Common collective trust
 
 
 
24,479,275

 
Northern Trust Collective Aggregate Bond Index Fund
 
Common collective trust
 
 
 
10,549,274

 
Northern Trust Collective All Country World Index Fund
 
Common collective trust
 
 
 
4,765,871

 
Northern Trust Collective Extended Market Fund
 
Common collective trust
 
 
 
51,900,817

 
Oppenheimer OFITC International Growth Fund II
 
Common collective trust
 
 
 
25,877,226

 
SSgA S&P 500 Index Fund
 
Common collective trust
 
 
 
54,554,299

 
Wells Fargo Stable Return Fund
 
Common collective trust
 
 
 
57,062,213

*
Wyndham Worldwide Corporation
 
Common stock
 
 
 
55,366,813

*
Various participants
 
Loans to participants***
 
 
 
19,122,122

 
BIF Money Fund
 
Money market
 
 
 
813,863

 
FFI Government Fund
 
Money market
 
 
 
6,827,716

 
Cash and cash equivalents
 
 
 
 
 
32,634

 
Total
 
 
 
 
 
$
646,213,787


* Party-in-interest
** Cost information is not required for participant-directed investments.
*** Maturity dates range from 1/01/15 to 10/18/29. 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, 2014

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 ¨
 
 
 
 
 
 
 
 
 
 
 2014
 
$
5,704

 
$

 
$
5,704

 
$

 
$

 
 
$
5,704

 
$


$
5,704

 
$


$



13

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 12, 2015
 
 



14