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This excerpt taken from the WYN 10-Q filed Nov 10, 2008. Goodwill
and Other Intangible Assets
We have goodwill and other indefinite-lived intangible assets
recorded in connection with business combinations. We annually
(during the fourth quarter of each year subsequent to completing
our annual forecasting process) or, more frequently if
circumstances indicate impairment may have occurred, review
their carrying values as required by SFAS No. 142,
Goodwill and Other Intangible Assets. In performing
this review, we are required to make an assessment of fair value
for our goodwill and other indefinite-lived intangible assets.
When determining fair value, we utilize various assumptions,
including projections of future cash flows. A change in these
underlying assumptions could cause a change in the results of
the tests and, as such, could cause the fair value to be less
than the respective carrying amount. If the estimated fair value
is less than the carrying value, then we must write down the
carrying value to the estimated fair value. As of
September 30, 2008, we had a goodwill balance of
$2,750 million, which represents 73% of our total
stockholders equity. Our total goodwill balance of
$2,750 million was comprised of $307 million for our
lodging segment, $1,101 million for our vacation exchange
and rentals segment and $1,342 million for our vacation
ownership segment. As of September 30, 2008, the carrying
value of our net assets was $3.8 billion and the market
value of our outstanding shares was approximately
$2.8 billion. Accordingly, management performed an interim
goodwill impairment test in accordance with SFAS 142 and
concluded that no adjustment was required. Management has
calculated the estimated fair value of Wyndham Worldwide and
each of our three reporting units using various valuation
methods. Management performed a
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discounted cash flow analysis using updated forward-looking
projections of the estimated future operating results of each of
our reporting units and utilizing recent market multiples of
similar companies. In addition, management used the quoted
market price of our equity security over the most recent sixty
day period to September 30, 2008 and added a control
premium that is representative of recent and proposed
transactions in the hospitality sector, as well as, considering
certain qualitative and quantitative macroeconomics conditions
which may have impacted our quoted market price.
The goodwill impairment analysis and measurement is a process
that requires significant judgment. Factors that may be
considered a change in circumstances, indicating that the
carrying value of goodwill or amortizable intangible assets may
not be fully recoverable, include a prolonged decline in stock
price and market capitalization, reduced future cash flow
estimates or slower growth rates in our industry. We could be
required to record a charge to earnings in our financial
statements in a future period if any impairment of our goodwill
or amortizable intangible assets were deemed to have occurred,
negatively impacting our results of operations and
stockholders equity.
If the aggregate market value of our outstanding shares
continues to be significantly less than the carrying value, we
may be required to record a significant non-cash charge for
goodwill impairment during the fourth quarter of 2008.
This excerpt taken from the WYN 10-Q filed Aug 8, 2008. Goodwill
and Other Intangible Assets
We have goodwill and other indefinite-lived intangible assets
recorded in connection with business combinations. We annually
(during the fourth quarter of each year subsequent to completing
our annual forecasting process) or, more frequently if
circumstances indicate impairment may have occurred, review
their carrying values as required by SFAS No. 142,
Goodwill and Other Intangible Assets. In performing
this review, we are required to make an assessment of fair value
for our goodwill and other indefinite-lived intangible assets.
When determining fair value, we utilize various assumptions,
including projections of future cash flows. A change in these
underlying assumptions could cause a change in the results of
the tests and, as such, could cause the fair value to be less
than the respective carrying amount. If the estimated fair value
is less than the carrying value, then we must write down the
carrying value to the estimated fair value. As of June 30,
2008, we had a goodwill balance of $2,732 million.
The goodwill impairment analysis and measurement is a process
that requires significant judgment. Factors that may be
considered a change in circumstances, indicating that the
carrying value of goodwill or amortizable intangible assets may
not be fully recoverable, include a prolonged decline in stock
price and market capitalization, reduced future cash flow
estimates or slower growth rates in our industry. We could be
required to record a charge to earnings in our financial
statements in a future period if any impairment of our goodwill
or amortizable intangible assets were deemed to have occurred,
negatively impacting our results of operations and
shareholders equity.
We assess our market risk based on changes in interest and
foreign currency exchange rates utilizing a sensitivity analysis
that measures the potential impact in earnings, fair values, and
cash flows based on a hypothetical 10% change (increase and
decrease) in interest and foreign currency rates. We used
June 30, 2008 market rates to perform a sensitivity
analysis separately for each of our market risk exposures. The
estimates assume instantaneous, parallel shifts in interest rate
yield curves and exchange rates. We have determined, through
such analyses, that the impact of a 10% change in interest and
foreign currency exchange rates and prices on our earnings, fair
values and cash flows would not be material.
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