Restructuring and Impairments

2013 Restructuring Plan

During 2013, the Company committed to an organizational realignment initiative at its lodging business, primarily focused on optimizing its marketing structure. In connection with this initiative, the Company recorded $8 million of personnel-related costs and $1 million of costs related to contract terminations, of which $2 million has been paid in cash and $1 million has been settled as non-cash. As of December 31, 2013, the Company had a liability of $6 million, which is expected to be paid in cash by the end of 2014.

2012 Restructuring Plans

During 2012, the Company committed to an organizational realignment initiative at its vacation exchange and rentals business, primarily focused on consolidating existing processes and optimizing its structure. Also during 2012, the Company implemented an organizational realignment initiative at its vacation ownership business, targeting the elimination of business function redundancies resulting from the Shell acquisition. During 2013, the Company recorded $2 million of additional facility-related expenses and increased its liability with $1 million of a non-cash adjustment associated with a facility closure. The Company also reduced its liability with $5 million of cash payments and reversed $1 million of previously recorded personnel costs. As of December 31, 2013, the Company had a liability of $3 million, which is expected to be paid in cash by January 2017. During 2012, the Company incurred costs of $7 million and reduced its liability with cash payments of $1 million. From the commencement of the 2012 restructuring plan through December 31, 2013, the Company has incurred a total of $8 million of expenses in connection with such plans.

2010 Restructuring Plan

During 2010, the Company committed to a strategic realignment initiative at its vacation exchange and rentals business targeted at reducing costs, primarily impacting the operations at certain vacation exchange call centers. During 2013, the Company reduced its liability with $1 million of cash payments. The remaining liability of $2 million as of December 31, 2013, all of which is facility-related, is expected to be paid in cash over the remaining lease term which expires in the first quarter of 2020. During 2011, the Company incurred additional costs of $7 million and reduced its liability with cash payments of $9 million. During 2012, the Company further reduced its liability with $4 million of cash payments. From the commencement of the 2010 restructuring plan through December 31, 2013, the Company has incurred a total of $16 million of expenses in connection with such plan.

The table below includes activity for prior restructuring plans that are immaterial to the Company. The activity related to costs associated with the restructuring plans is summarized by category as follows:



	Liability as of December 31, 2010		Costs Recognized			Cash Payments			Other				Liability as of December 31, 2011
Personnel-Related	$	9	$	—		$	(8	)	$	—			$	1
Facility-Related	11		7			(8		)	(1		)	^(c)	9
	$	20	$	7		$	(16	)	$	(1	)		$	10

	Liability as of December 31, 2011		Costs Recognized			Cash Payments			Other				Liability as of December 31, 2012
Personnel-Related	$	1	$	7	^(a)	$	(2	)	$	—			$	6
Facility-Related	9		—			(4		)	—				5
	$	10	$	7		$	(6	)	$	—			$	11

	Liability as of December 31, 2012		Costs Recognized			Cash Payments			Other				Liability as of December 31, 2013
Personnel-Related	$	6	$	8	^(b)	$	(6	)	$	(2	)	^(d)	$	6
Facility-Related	5		2			(4		)	1			^(e)	4
Contract Terminations	—		1			—			—				1
	$	11	$	11		$	(10	)	$	(1	)		$	11


^(a)	Represents severance costs of $5 million and $2 million at the Company's vacation exchange and rentals and vacation ownership businesses, respectively, resulting from a reduction of 380 employees.


^(b)	Represents severance costs incurred at the Company's lodging business.


^(c)	Represents a reversal of previously recorded expenses at the Company's vacation ownership business.


^(d)	Includes $1 million of a reversal of previously recorded expenses at the Company’s vacation exchange and rentals business and $1 million of a non-cash settlement at the Company's lodging business.


^(e)	Represents a non-cash adjustment to the liability at the Company's vacation ownership business.

Impairments

During 2013, the Company recorded $8 million of non-cash impairment charges at its lodging business primarily related to a partial write-down of its Hawthorn trademark due to lower than anticipated growth in the brand. Such amount is recorded within asset impairments on the Consolidated Statement of Income.

During 2012, the Company recorded an $8 million non-cash impairment charge at its vacation exchange and rentals business resulting from the decision to rebrand the ResortQuest and Steamboat Resorts trade names to the Wyndham Vacation Rentals brand. Such amount is recorded within asset impairments on the Consolidated Statement of Income.

During 2011, the Company recorded non-cash charges at its lodging business for the write-down of (i) $30 million of management agreements, development advance notes and other receivables which were primarily due to operating and cash flow difficulties at several managed properties within the Wyndham Hotels and Resorts brand, (ii) $14 million of franchise and management agreements resulting from the loss of certain properties which were part of the 2005 acquisition of the Wyndham Hotels and Resorts brand and (iii) a $13 million investment in an international joint venture due to an impairment of cash flows as a result of the Company’s partner having an indirect relationship with the Libyan government. Such amounts are recorded within asset impairments on the Consolidated Statement of Income.