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This excerpt taken from the WYN 10-Q filed May 7, 2009. Significant
Accounting Policies
Intangible Assets. With regard to the goodwill
and other indefinite-lived intangible assets recorded in
connection with business combinations, the Company annually
(during the fourth quarter of each year subsequent to completing
its annual forecasting process) or, more frequently if
circumstances indicate impairment may have occurred that would
more likely than not reduce the fair value of a reporting unit
below its carrying amount, reviews the reporting units
carrying values as required by Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets.
Because quoted market prices for the Companys reporting
units are not available, management must apply judgment in
determining the estimated fair value of these reporting units
for purposes of performing the annual goodwill impairment test.
In performing its impairment analysis, the Company develops its
estimated fair values for its reporting units using a
combination of the discounted cash flow methodology and the
market multiple methodology. The Company uses the discounted
cash flow methodology to establish fair value by estimating the
present value of the projected future cash flows to be generated
from the reporting unit. The Company uses the market multiple
methodology to estimate the terminal value of each reporting
unit by comparing such reporting unit to other publicly traded
companies that are similar from an operational and economic
standpoint.
Based on the results of the Companys impairment evaluation
performed during the fourth quarter of 2008, the Company
recorded a non-cash $1,342 million charge for the
impairment of goodwill at its vacation ownership
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reporting unit, where all of the goodwill previously recorded
was determined to be impaired. The aggregate carrying values of
the Companys goodwill and other indefinite-lived
intangible assets were $1,341 million and
$659 million, respectively, as of March 31, 2009 and
$1,353 million and $660 million, respectively, as of
December 31, 2008. The Companys goodwill is allocated
between its lodging ($297 million) and vacation exchange
and rentals ($1,044 million) reporting units and other
indefinite-lived intangible assets are allocated among its three
reporting units. The Company continues to monitor the goodwill
recorded at its lodging and vacation exchange and rentals
reporting units for indicators of impairment. If economic
conditions were to deteriorate more than expected, or other
significant assumptions such as estimates of terminal value were
to change significantly, the Company may be required to record
an impairment of the goodwill balance at its lodging and
vacation exchange and rentals reporting units.
Allowance for Loan Losses. In the
Companys vacation ownership segment, it provides for
estimated vacation ownership contract receivable cancellations
at the time of VOI sales by recording a provision for loan
losses on the Consolidated Statements of Income. The Company
assesses the adequacy of the allowance for loan losses based on
the historical performance of similar vacation ownership
contract receivables. The Company uses a technique referred to
as static pool analysis, which tracks defaults for each
years sales over the entire life of those contract
receivables. The Company considers current defaults, past due
aging, historical write-offs of contracts, consumer credit
scores (FICO scores) in the assessment of borrowers credit
strength and expected loan performance. The Company also
considers whether the historical economic conditions are
comparable to current economic conditions. If current conditions
differ from the conditions in effect when the historical
experience was generated, the Company adjusts the allowance for
loan losses to reflect the expected effects of the current
environment on uncollectibility.
Restricted Cash. The largest portion of the
Companys restricted cash relates to securitizations. The
remaining portion is comprised of cash held in escrow related to
the Companys vacation ownership business and cash held in
all other escrow accounts.
Securitizations: In accordance with the contractual
requirements of the Companys various vacation ownership
contract receivable securitizations, a dedicated lockbox
account, subject to a blocked control agreement, is established
for each securitization. At each month end, the total cash in
the collection account from the previous month is analyzed and a
monthly servicer report is prepared by the Company, which
details how much cash should be remitted to the noteholders for
principal and interest payments, and any cash remaining is
transferred by the trustee back to the Company. Additionally, as
required by various securitizations, the Company holds an
agreed-upon
percentage of the aggregate outstanding principal balances of
the VOI contract receivables collateralizing the asset-backed
notes in a segregated trust (or reserve) account as credit
enhancement. Each time a securitization closes and the Company
receives cash from the noteholders, a portion of the cash is
deposited in the reserve account. Such amounts were
$165 million and $155 million as of March 31,
2009 and December 31, 2008, respectively, of which
$84 million and $80 million were recorded within other
current assets as of March 31, 2009 and December 31,
2008, respectively, and $81 million and $75 million
were recorded within other non-current assets as of
March 31, 2009 and December 31, 2008, respectively, on
the Consolidated Balance Sheets.
Escrow Deposits: Laws in most U.S. states
require the escrow of down payments on VOI sales, with the
typical requirement mandating that the funds be held in escrow
until the rescission period expires. As sales transactions are
consummated, down payments are collected and are subsequently
placed in escrow until the rescission period has expired.
Depending on the state, the rescission period can be as short as
three calendar days or as long as 15 calendar days. In certain
states, the escrow laws require that 100% of VOI purchaser funds
(excluding interest payments, if any), be held in escrow until
the deeding process is complete. Where possible, the Company
utilizes surety bonds in lieu of escrow deposits. Escrow deposit
amounts were $27 million and $30 million as of
March 31, 2009 and December 31, 2008, respectively, of
which $27 million and $28 million were recorded within
other current assets as of March 31, 2009 and
December 31, 2008, respectively, and $2 million was
recorded within other non-current assets as of December 31,
2008, on the Consolidated Balance Sheets.
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