us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock

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1 AMERICAN EXPRESS CO

4. Loans

Loans at September 30, 2009 and December 31, 2008 consisted of:

 

(Millions)

   2009    2008

U.S. Card Services

   $ 22,686    $ 32,684

International Card Services

     8,771      9,499

Global Commercial Services

     18      28
             

Cardmember lending, gross

     31,475      42,211

Less: Cardmember lending reserve for losses

     3,359      2,570
             

Cardmember lending, net

   $ 28,116    $ 39,641
             

Other loans, gross (a)

   $ 541    $ 1,057

Less: Other reserve for losses

     30      39
             

Other loans, net

   $ 511    $ 1,018

 

  (a) Other loans primarily represent small business installment loans, a store card portfolio whose billed business is not processed on the Company’s network and small business loans associated with the CPS acquisition. Other loans at December 31, 2008, included a loan to an affiliate in discontinued operations.

The following table presents changes in the cardmember lending reserve for losses for the nine months ended September 30:

 

(Millions)

   2009     2008  

Balance, January 1

   $ 2,570      $ 1,831   

Additions:

    

Cardmember lending provisions (a)

     3,665        3,209   

Cardmember lending other (b)

     41        95   
                

Total provision

     3,706        3,304   
                

Deductions:

    

Cardmember lending net write-offs – principal (c)

     (2,360     (1,941

Cardmember lending net write-offs – interest and fees (c)

     (376     (437

Cardmember lending other (d)

     (181     (117
                

Balance, September 30

   $ 3,359      $ 2,640   

 

  (a) Represents loss provisions for cardmember lending consisting of principal (resulting from authorized transactions), interest, and fee reserves components.
  (b) Primarily represents adjustments to cardmember lending receivables resulting from unauthorized transactions. For the nine months ended September 30, 2008, this amount also includes waived fees.
  (c) Cardmember lending net write-offs – principal for September 30, 2009 and 2008 include recoveries of $253 million and $236 million, respectively. Recoveries of interest and fees were de minimis.
  (d) For September 30, 2009, this amount primarily includes $169 million of reserves that were removed in connection with securitizations during the period, which is offset in the allocated cost of the associated retained subordinated securities. This amount also includes foreign currency translation adjustments. Prior periods primarily included foreign currency translation adjustments.

 

The following table presents changes in the other loans reserve for losses for the nine months ended September 30:

 

(Millions)

   2009     2008  

Balance, January 1

   $ 39      $ 45   

Provisions

     64        29   

Net write-offs and other (a)

     (73     (30
                

Balance, September 30

   $ 30      $ 44   

 

  (a) Net write-offs and other for September 30, 2009 and 2008 include recoveries of $9 million and $8 million, respectively, and foreign currency translation adjustments of $(22) million and $7 million, respectively.
2 BB&T CORP

NOTE 4. Loans and Leases

The following table provides a breakdown of BB&T’s loan portfolio as of September 30, 2009 and December 31, 2008:

 

     September 30,
2009
   December 31,
2008
     (Dollars in millions)

Loans and leases, net of unearned income:

     

Commercial loans and leases

   $ 49,591    $ 50,480

Sales finance

     6,493      6,354

Revolving credit

     1,929      1,777

Direct retail

     14,482      15,454

Residential mortgage loans

     15,463      17,091

Specialized lending

     7,497      6,089

Other acquired loans

     141      —  
             

Total loans and leases held for investment (excluding covered loans)

     95,596      97,245

Covered loans

     8,305      —  
             

Total loans and leases held for investment

     103,901      97,245

Loans held for sale

     3,126      1,424
             

Total loans and leases

   $ 107,027    $ 98,669
             

Covered loans represent loans acquired from the FDIC subject to one of the loss sharing agreements. Other acquired loans represent consumer loans acquired from the FDIC that are not subject to one of the loss sharing agreements.

BB&T evaluated purchased loans for impairment in accordance with the provisions of FASB Topic 310-30: Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Topic 310-30”). Purchased loans with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered impaired. The following table reflects the carrying value of all purchased impaired and nonimpaired loans as of September 30, 2009:

 

     Purchased
Impaired
Loans
   Purchased
Nonimpaired
Loans
   Total
     (Dollars in millions)

Residential mortgage loans

   $ 819    $ 899    $ 1,718

Commercial real estate loans

     2,653      2,780      5,433

Commercial loans

     93      1,061      1,154
                    

Total covered loans

     3,565      4,740      8,305

Other acquired loans

     17      124      141
                    

Total

   $ 3,582    $ 4,864    $ 8,446
                    

As of August 14, 2009, the preliminary estimate of the contractually required payments receivable for all purchased impaired loans acquired in the Colonial Bank transaction, including those covered and not covered under loss sharing agreements with the FDIC, were $8.0 billion, the cash flows expected to be collected were $4.4 billion including interest, and the estimated fair value of the loans was $3.6 billion. These amounts were determined based upon the estimated remaining life of the underlying loans, which includes the effects of estimated prepayments. At September 30, 2009, none of these loans were classified as nonperforming assets. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased impaired loans. There was no allowance for credit losses related to the purchased impaired loans at September 30, 2009. Because of the short time period between the execution of the Purchase and Assumption Agreement and September 30, 2009, certain amounts related to the purchased impaired loans are preliminary estimates. BB&T expects to finalize its analysis of these loans during the fourth quarter of 2009, and, therefore, adjustments to the estimated amounts may occur.

Changes in the carrying amount and accretable yield for purchased impaired and nonimpaired loans were as follows for both the three and nine months ended September 30, 2009:

 

     Purchased Impaired     Purchased Nonimpaired(1)  
     Accretable
Yield
    Carrying
Amount
of Loans
    Accretable
Yield
    Carrying
Amount of
Loans
 
     (Dollars in millions)  

Balance at beginning of period

   $ —        $ —        $ —        $ —     

Additions (2)

     770        3,626        1,090        4,871   

Accretion

     (32     32        (39     39   

Payments received, net

     —          (76     —          (46
                                

Balance at end of period

   $ 738      $ 3,582      $ 1,051      $ 4,864   
                                

 

(1) Excludes loans held for sale.
(2) Represents the fair value of the loans at the date of acquisition.

For the purchased nonimpaired loans, excluding loans held for sale, the preliminary estimate as of the acquisition date of the contractually required payments receivable were $8.5 billion, the contractual cash flows not expected to be collected were $2.5 billion, and the estimated fair value of the loans was $4.9 billion. The difference between the carrying value of the purchased nonimpaired loans and the expected cash flows is being accreted to interest income over the remaining life of the loans. BB&T expects to finalize its analysis of these loans during the fourth quarter of 2009, and, therefore, adjustments to the estimated amounts may occur.

An analysis of the allowance for credit losses for the nine months ended September 30, 2009 and 2008 is presented in the following table:

 

     For the Nine Months
Ended September 30,
 
     2009     2008  
     (Dollars in millions)  

Beginning balance

   $ 1,607      $ 1,015   

Other changes

     70        (2

Provision for credit losses

     2,086        917   

Loans and leases charged-off

     (1,345     (583

Recoveries of previous charge-offs

     60        46   
                

Net loans and leases charged-off

     (1,285     (537
                

Ending balance

   $ 2,478      $ 1,393   
                

Allowance for loan and lease losses

   $ 2,379      $ 1,377   

Reserve for unfunded lending commitments

     99        16   
                

Allowance for credit losses

   $ 2,478      $ 1,393   
                

 

The following table provides a summary of BB&T’s nonperforming and past due loans at September 30, 2009 and December 31, 2008:

 

     September 30,
2009
   December 31,
2008
     (Dollars in millions)

Nonaccrual loans and leases (1)

   $ 2,573    $ 1,413

Foreclosed real estate

     1,326      538

Other foreclosed property

     53      79
             

Total nonperforming assets (excluding covered assets)

     3,952      2,030
             

Covered foreclosed property

     151      —  
             

Total nonperforming assets

   $ 4,103    $ 2,030
             

Loans 90 days or more past due and still accruing (excluding covered loans) (2)(3)

   $ 323    $ 431

 

(1) Covered and other acquired loans are considered to be performing due to the application of the accretion method under Topic 310-30. Covered loans that are contractually past due are noted in footnote 3 below.
(2) Excludes mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase.
(3) Excludes covered loans totaling $945 million as of September 30, 2009.

At September 30, 2009, BB&T had $148 million in loans that were accruing interest under the terms of troubled debt restructurings. This amount consists of $74 million in residential mortgage loans, $51 million in revolving credit loans, $20 million in commercial loans and $3 million in direct retail loans. Loan restructurings generally occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term. Consequently, a modification that would otherwise not be considered is granted to the borrower. These loans may continue to accrue interest as long as the borrower complies with the revised terms and conditions and has demonstrated repayment performance with the modified terms.

3 BERKSHIRE HATHAWAY INC
Note 11.    Receivables
 
Receivables of insurance and other businesses are comprised of the following (in millions).
 
   
September 30,
2009
   
December 31,
2008
 
Insurance premiums receivable
  $ 5,933     $ 4,961  
Reinsurance recoverables
    3,177       3,235  
Trade and other receivables
    7,400       7,141  
Allowances for uncollectible accounts
    (463 )     (412 )
    $ 16,047     $ 14,925  
 
Loans and finance receivables of finance and financial products businesses are comprised of the following (in millions).
 
   
September 30,
2009
   
December 31,
2008
 
Consumer installment loans and finance receivables 
  $ 12,847     $ 13,190  
Commercial loans and finance receivables
    997       1,050  
Allowances for uncollectible loans
    (330 )     (298 )
    $ 13,514     $ 13,942
4 BURLINGTON NORTHERN SANTA FE CORP
3.   Accounts Receivable, Net
          BNSF Railway sells a portion of its accounts receivable to Santa Fe Receivables Corporation (SFRC), a special purpose subsidiary. The sole purpose and activity of SFRC is to purchase receivables from BNSF Railway. SFRC transfers an undivided interest in such receivables, with limited exceptions, to a master trust and causes the trust to issue an undivided interest in the receivables to investors (the A/R sales program). The undivided interests in the master trust may be in the form of certificates or purchased interests and are isolated from BNSF Railway which eliminates all of BNSF Railway’s control over the undivided interest. SFRC periodically incurs minor legal fees that are paid by BNSF Railway and are financed through short-term intercompany payables.
          BNSF Railway’s total capacity to sell undivided interests to investors under the A/R sales program was $700 million at September 30, 2009, which was comprised of two $175 million, 364-day accounts receivable facilities and two $175 million, 3-year accounts receivable facilities. Both 364-day facilities will mature in November 2009 and are expected to be renewed. The two 3-year facilities will mature in November 2010. Each of the financial institutions providing credit for the facilities is rated Aa3/A+ or higher. There was no outstanding interest held by investors under the A/R sales program at September 30, 2009. Outstanding undivided interests held by investors under the A/R sales program were $50 million at December 31, 2008, with $12.5 million outstanding under each of the four facilities. These undivided interests in receivables are excluded from accounts receivable by BNSF Railway in connection with the sale of undivided interests under the A/R sales program. As of September 30, 2009 and December 31, 2008, an interest in $864 million and $878 million, respectively, of receivables had been transferred by SFRC to the master trust. When SFRC transfers the interest in these receivables to the master trust, it retains an undivided interest in the receivables, which is included in accounts receivable in the Company’s Consolidated Financial Statements. The interest that continues to be held by SFRC of $864 million and $828 million at September 30, 2009 and December 31, 2008, respectively, less an allowance for uncollectible accounts, reflected the total accounts receivable transferred by SFRC to the master trust less $50 million of outstanding undivided interests held by investors at December 31, 2008. Due to a relatively short collection cycle, the fair value of the undivided interest transferred to investors in the A/R sales program approximated book value, and there was no gain or loss from the transaction.
          BNSF Railway retains the collection responsibility with respect to the accounts receivable. Proceeds from collections reinvested in the A/R sales program were approximately $11.2 billion and $14.5 billion for the nine months ended September 30, 2009 and 2008, respectively. No servicing asset or liability has been recorded because the fees BNSF Railway receives for servicing the receivables approximate the related costs. SFRC’s costs of the sale of receivables are included in other expense, net and were $2 million and $9 million for the nine months ended September 30, 2009 and 2008, respectively. These costs fluctuate monthly with changes in prevailing interest rates as well as unused available commitments and include interest, discounts associated with transferring the receivables under the A/R sales program to SFRC, program fees paid to banks, incidental commercial paper issuing costs and fees for unused commitment availability.
          The amount of accounts receivable sold by BNSF Railway fluctuates based on borrowing needs and upon the availability of receivables and is directly affected by changing business volumes and credit risks, including dilution and delinquencies. In order for there to be an impact on the amount of receivables BNSF Railway could sell, the combined dilution and delinquency percentages would have to exceed an established threshold. BNSF Railway has historically experienced very low levels of dilution or delinquency and was below the established reserve threshold at September 30, 2009. Based on the current levels, if dilution or delinquency percentages were to increase by one percentage point, there would be no impact to the amount of receivables BNSF Railway could sell.
          Receivables eligible under the A/R sales program do not include receivables over 90 days past due or concentrations over certain limits with any one customer and certain other receivables. At September 30, 2009 and December 31, 2008, $15 million and $9 million, respectively, of such accounts receivable were greater than 90 days old.
          BNSF Railway maintains an allowance for bill adjustments and uncollectible accounts based upon the expected collectibility of accounts receivable, including receivables transferred to the master trust. At September 30, 2009 and December 31, 2008, $31 million and $43 million, respectively, of such allowances had been recorded, of which $31 million and $42 million, respectively, had been recorded as a reduction to accounts receivable, net. The remaining $1 million at December 31, 2008 had been recorded in other current liabilities because it related to the outstanding undivided interests held by investors. During the nine months ended September 30, 2009 and 2008, $6 million and $5 million, respectively, of accounts receivable were written off, net of recoveries. Credit losses are based on specific identification of uncollectible accounts and application of historical collection percentages by aging category.
          The investors in the master trust have no recourse to BNSF Railway’s other assets except for customary warranty and indemnity claims. Creditors of BNSF Railway have no recourse to the assets of the master trust or SFRC unless and until all claims of their respective creditors have been paid. The A/R sales program includes thresholds for dilution, delinquency, and write-off ratios that, if exceeded, allow the investors participating in this program, at their option, to cancel the program. At September 30, 2009, BNSF Railway was in compliance with these provisions.
          See Note 10 to the Consolidated Financial Statements for information about recent accounting pronouncements that will have an impact on the A/R sales program upon adoption.
5 CA, INC.
NOTE E — TRADE AND INSTALLMENT ACCOUNTS RECEIVABLE
The Company uses installment license agreements as a standard business practice and has a history of successfully collecting substantially all amounts due under the original payment terms without making concessions on payments, software products, maintenance, or professional services. Net trade and installment accounts receivable represent amounts due from the Company’s customers. These accounts receivable balances are presented net of allowances for doubtful accounts and unamortized discounts. Unamortized discounts reflect imputed interest for the time value of money for license agreements under the Company’s prior business model. These balances do not include unbilled contractual commitments executed under the Company’s current business model. The components of Net trade and installment accounts receivable are as follows:
                 
    September 30,     March 31,  
    2009     2009  
    (in millions)  
Current:
               
Accounts receivable — billed
  $ 557     $ 658  
Accounts receivable — unbilled
    67       71  
Other receivables
    24       34  
Unbilled amounts due within the next 12 months — prior business model
    102       108  
Less: Allowance for doubtful accounts
    (27 )     (25 )
Less: Unamortized discounts
    (5 )     (7 )
 
           
Net trade and installment accounts receivable — current
  $ 718     $ 839  
 
           
 
               
Noncurrent:
               
Unbilled amounts due beyond the next 12 months — prior business model
  $ 86     $ 132  
Less: Unamortized discounts
    (2 )     (4 )
 
           
Net installment accounts receivable — noncurrent
  $ 84     $ 128  
 
           
6 CAMERON INTERNATIONAL CORP
Note 5: Receivables
 
Receivables consisted of the following (in thousands):

   
September 30,
2009
   
December 31,
2008
 
Trade receivables
  $ 840,820     $ 897,453  
Other receivables
    59,746       62,557  
Allowance for doubtful accounts
    (22,860 )     (9,648 )
Total receivables
  $ 877,706     $ 950,362  

7 CONAGRA FOODS INC /DE/
4.      PAYMENT-IN-KIND NOTES RECEIVABLE
In connection with the divestiture of the trading and merchandising operations, we received the Notes described in Note 2 that were recorded at an initial estimated fair value of $479 million.
The Notes were issued in three tranches: $99,990,000 original principal amount of 10.5% notes due June 19, 2010; $200,035,000 original principal amount of 10.75% notes due June 19, 2011; and $249,975,000 original principal amount of 11.0% notes due June 19, 2012.
The Notes permit payment of interest in cash or additional notes. The Notes may be redeemed in whole or in part prior to maturity at the option of the issuer of the Notes. Redemption is at par plus accrued interest. The Notes contain certain covenants that govern the issuer’s ability to make restricted payments and enter into certain affiliate transactions. The Notes also provide for the making of mandatory offers to repurchase upon certain change of control events involving the purchaser, their co-investors, or their affiliates. In the third quarter of fiscal 2009, we received a cash interest payment on the Notes of $30 million from the purchaser. The Note due June 19, 2010, which is classified within prepaid expenses and other current assets, had a carrying value of $104 million at August 30, 2009. The Notes due June 19, 2011 and June 19, 2012, which are classified as other assets, had a total carrying value of $438 million at August 30, 2009.
Based on market interest rates of comparable instruments provided by investment bankers, we estimated the fair market value of the Notes was $548 million at August 30, 2009.
8 Discover Financial Services
4. Loan Receivables

Loan receivables consist of the following (dollars in thousands):

 

     August 31,
2009
    November 30,
2008
 

Credit card loans:

    

Discover Card(1)

   $ 22,290,549      $ 23,348,134   

Discover Business Card

     431,054        466,173   
                

Total credit card loans

     22,721,603        23,814,307   

Other consumer loans:

    

Personal loans

     1,279,162        1,028,093   

Student loans

     1,419,513        299,929   

Other

     69,531        74,282   
                

Total other consumer loans

     2,768,206        1,402,304   
                

Total loan receivables

     25,489,809        25,216,611   

Allowance for loan losses

     (1,832,360     (1,374,585
                

Net loan receivables

   $ 23,657,449      $ 23,842,026   
                

 

(1) Amount includes $12.5 billion and $14.8 billion of the Company’s seller’s interest in credit card securitizations at August 31, 2009 and November 30, 2008, respectively. See Note 5: Credit Card Securitization Activities for further information.

The following table provides changes in the Company’s allowance for loan losses by loan type for the three and nine months ended August 31, 2009 and August 31, 2008 (dollars in thousands):

 

     For the Three Months Ended
August 31,
    For the Nine Months Ended
August 31,
 
     2009     2008     2009     2008  

Balance at beginning of period

   $ 1,986,473      $ 846,775      $ 1,374,585      $ 759,925   

Provision for loan losses:

        

Credit card loans

     354,408        348,310        1,877,327        841,553   

Other consumer loans

     26,591        16,528        85,346        39,886   
                                

Total provision for loan losses

     380,999        364,838        1,962,673        881,439   

Charge-offs:

        

Credit card loans

     (559,672     (290,108     (1,604,491     (803,951

Other consumer loans

     (21,179     (2,287     (46,559     (3,085
                                

Total charge-offs

     (580,851     (292,395     (1,651,050     (807,036

Recoveries:

        

Credit card loans

     45,486        40,420        145,503        125,032   

Other consumer loans

     253        131        649        409   
                                

Total recoveries

     45,739        40,551        146,152        125,441   
                                

Net charge-offs

     (535,112     (251,844     (1,504,898     (681,595
                                

Balance at end of period

   $ 1,832,360      $ 959,769      $ 1,832,360      $ 959,769   
                                

 

Information regarding net charge-offs of interest and fee revenues on credit card loans is as follows (dollars in thousands):

 

     For the Three Months Ended
August 31,
   For the Nine Months Ended
August 31,
     2009    2008    2009    2008

Interest accrued subsequently charged off, net of recoveries

(recorded as a reduction of interest income)

   $ 114,828    $ 63,544    $ 363,769    $ 182,670

Loan fees accrued subsequently charged off, net of recoveries

(recorded as a reduction to other income)

   $ 43,730    $ 27,441    $ 134,578    $ 78,426

Information regarding loan receivables that are over 90 days delinquent and accruing interest and loan receivables that are not accruing interest is as follows (dollars in thousands):

 

     August 31,
2009
   November 30,
2008

Loans over 90 days delinquent and accruing interest

   $ 524,875    $ 444,324

Loans not accruing interest

   $ 218,543    $ 173,123
9 EMC CORP

9.   Notes Receivable

In June 2009, we entered into a term loan agreement with Quantum Corporation (“Quantum”), pursuant to which Quantum borrowed a principal amount equal to $75.4 million from us. The agreement requires quarterly interest payments at a rate of 12% per annum. The scheduled maturity date of this loan is September 30, 2014.

In June 2009, we entered into a second term loan agreement with Quantum pursuant to which Quantum borrowed an aggregate principal amount equal to $46.3 million from us. This second loan agreement has terms similar to the first loan agreement with quarterly interest payments at a rate of 12% per annum and provides for two tranches of borrowings. Quantum borrowed an amount equal to $24.6 million under the first tranche, with a scheduled maturity date of September 30, 2014 and an amount equal to $21.7 million under the second tranche, with a scheduled maturity date of December 31, 2011.

As of September 30, 2009, the aggregate outstanding principal amount under all loans was $121.7 million. These loans are junior to Quantum’s current senior debt and senior to all other indebtedness. These notes are included in “other assets, net” in the consolidated balance sheet.

10 FLEXTRONICS INTERNATIONAL LTD.
8. TRADE RECEIVABLES SECURITIZATION
The Company continuously sells designated pools of trade receivables under two asset backed securitization programs.
Global Asset-Backed Securitization Agreement
The Company continuously sells a designated pool of trade receivables to a third-party qualified special purpose entity, which in turn sells an undivided ownership interest to two commercial paper conduits, administered by an unaffiliated financial institution. In addition to these commercial paper conduits, the Company participates in the securitization agreement as an investor in the conduit. The securitization agreement allows the operating subsidiaries participating in the securitization program to receive a cash payment for sold receivables, less a deferred purchase price receivable. The Company continues to service, administer and collect the receivables on behalf of the special purpose entity and receives a servicing fee of 1.00% of serviced receivables per annum. Servicing fees recognized during the three-month and six-month periods ended October 2, 2009 and September 26, 2008 were not material and are included in Interest and other expense, net within the Condensed Consolidated Statements of Operations. As the Company estimates that the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized.
During October 2009, the agreement was amended such that the Obligor Specific Tranche (“OST”) in the amount of $100.0 million was removed, and the maximum investment limit of the two commercial paper conduits was increased to $500.0 million exclusive of the OST. Additionally, the Company now pays commitment and program fees totaling 1.5% per annum under the facility to the extent funded through the issuance of commercial paper.
The third-party special purpose entity is a qualifying special purpose entity, and accordingly, the Company does not consolidate this entity. As of October 2, 2009 and March 31, 2009, approximately $462.1 million and $422.0 million of the Company’s accounts receivable, respectively, had been sold to this third-party qualified special purpose entity. The amounts represent the face amount of the total outstanding trade receivables on all designated customer accounts on those dates. The accounts receivable balances that were sold under this agreement were removed from the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. The Company received net cash proceeds of approximately $299.4 million and $298.1 million from the commercial paper conduits for the sale of these receivables as of October 2, 2009 and March 31, 2009, respectively. The difference between the amount sold to the commercial paper conduits (net of the Company’s investment participation) and net cash proceeds received from the commercial paper conduits is recognized as a loss on sale of the receivables and recorded in Interest and other expense, net in the Condensed Consolidated Statements of Operations. The Company has a recourse obligation that is limited to the deferred purchase price receivable. The deferred purchase price receivable, which approximates 5% of the total sold receivables, and the Company’s own investment participation, the aggregate total of which was approximately $162.7 million and $123.8 million as of October 2, 2009 and March 31, 2009, respectively, is recorded in Other current assets in the Condensed Consolidated Balance Sheets as of October 2, 2009 and March 31, 2009. The amount of the Company’s own investment participation varies depending on certain criteria, mainly the collection performance on the sold receivables. As the recoverability of the trade receivables underlying the Company’s own investment participation is determined in conjunction with the Company’s accounting policies for determining provisions for doubtful accounts prior to sale into the third party qualified special purpose entity, the fair value of the Company’s own investment participation reflects the estimated recoverability of the underlying trade receivables.
North American Asset-Backed Securitization Agreement
The Company continuously sells a designated pool of trade receivables to an affiliated special purpose vehicle, which in turn sells an undivided ownership interest to an agent on behalf of two commercial paper conduits administered by unaffiliated financial institutions. The Company continues to service, administer and collect the receivables on behalf of the special purpose entity and receives a servicing fee of 0.50% per annum on the outstanding balance of the serviced receivables. Servicing fees recognized during the three-month and six month periods ended October 2, 2009 were not material and are included in Interest and other expense, net within the Condensed Consolidated Statements of Operations. As the Company estimates that the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized.
The maximum investment limit of the two commercial paper conduits is $300.0 million. During September 2009, the agreement was amended such that the Company pays commitment fees of 0.80% per annum on the aggregate amount of the liquidity commitments of the financial institutions under the facility (which approximates the maximum investment limit) and program fees of 0.70% on the aggregate amounts invested under the facility by the conduits to the extent funded through the issuance of commercial paper.
The affiliated special purpose vehicle is not a qualifying special purpose entity, since the Company, by design of the transaction, absorbs the majority of expected losses from transfers of trade receivables into the special purpose vehicle and, as such, is deemed the primary beneficiary of this entity. Accordingly, the Company consolidates the special purpose vehicle. As of October 2, 2009 and March 31, 2009, the Company transferred approximately $426.4 million and $448.7 million, respectively, of receivables into the special purpose vehicle described above. The Company sold approximately $180.2 million of the $426.4 million of receivables as of October 2, 2009, and $173.8 million of the $448.7 million of receivables as of March 31, 2009 to the two commercial paper conduits and received approximately $179.5 million and $173.1 million as of October 2, 2009 and March 31, 2009, respectively, in net cash proceeds for the sales. The accounts receivable balances that were sold to the two commercial paper conduits under this agreement were removed from the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows, and the difference between the amount sold and net cash proceeds received was recognized as a loss on sale of the receivables, and is recorded in Interest and other expense, net in the Condensed Consolidated Statements of Operations. The remaining trade receivables transferred into the special purpose vehicle and not sold to the two commercial paper conduits comprise the primary assets of that entity, and are included in trade accounts receivable, net in the Condensed Consolidated Balance Sheets of the Company. The recoverability of these trade receivables, both those included in the Condensed Consolidated Balance Sheets and those sold but uncollected by the commercial paper conduits, is determined in conjunction with the Company’s accounting policies for determining provisions for doubtful accounts. Although the special purpose vehicle is fully consolidated by the Company, it is a separate corporate entity and its assets are available first to satisfy the claims of its creditors.
The Company also sold accounts receivables to certain third-party banking institutions with limited recourse, which management believes is nominal. The outstanding balance of receivables sold and not yet collected was approximately $90.7 million and $171.6 million as of October 2, 2009 and March 31, 2009, respectively. These receivables were removed from the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.
11 FORD MOTOR CO
NOTE 2.  FINANCE RECEIVABLES – FINANCIAL SERVICES SECTOR

Net finance receivables were as follows (in millions):

   
September 30, 2009
   
December 31, 2008
 
Retail (including direct financing leases)
  $ 60,269     $ 67,316  
Wholesale
    18,489       27,483  
Other finance receivables
    3,708       4,057  
Total finance receivables
    82,466       98,856  
Unearned interest supplements
    (1,830 )     (1,343 )
Allowance for credit losses
    (1,486 )     (1,417 )
Other
    23       5  
Net finance receivables – sector balance sheet
  $ 79,173     $ 96,101  
                 
Net finance receivables subject to fair value
  $ 74,022     $ 91,584  
Fair value
  $ 74,669     $ 84,615  
                 
Net finance receivables – sector balance sheet
  $ 79,173     $ 96,101  
Reclassification of receivables purchased from Automotive sector and Other Financial Services to Other receivables, net
    (3,560 )     (2,617 )
Net finance receivables – consolidated balance sheet
  $ 75,613     $ 93,484  

The fair value of finance receivables is generally calculated by discounting future cash flows using an estimated discount rate that reflects the current credit, interest rate, and prepayment risks associated with similar types of instruments.
12 General Electric Company


5. GECS Financing Receivables and Allowance for Losses on Financing Receivables
GECS financing receivables – net, consisted of the following.

 At
 September 30, December 31,
(In millions)2009 2008
      
Loans, net of deferred income$298,432  $310,203 
Investment in financing leases, net of deferred income 57,446   67,578 
  355,878   377,781 
Less allowance for losses (7,360)  (5,325)
Financing receivables – net(a)$348,518  $372,456 
      


(a)        Included $4,406 million and $6,461 million related to consolidated, liquidating securitization entities at September 30, 2009 and December 31, 2008, respectively. In addition, financing receivables at September 30, 2009 and December 31, 2008 included $2,880 million and $2,736 million, respectively, relating to loans that had been acquired in a transfer but have been subject to credit deterioration since origination per FASB ASC 310, Receivables.

Effective January 1, 2009, loans acquired in a business acquisition are recorded at fair value, which incorporates our estimate at the acquisition date of the credit losses over the remaining life of the portfolio. As a result, the allowance for loan losses is not carried over at acquisition. This may result in lower reserve coverage ratios prospectively. Details of financing receivables – net follow.

 At
 September 30, December 31,
(In millions)2009 2008
      
Commercial Lending and Leasing (CLL)(a)     
Americas$92,263  $105,410 
Europe 40,383   37,767 
Asia 14,096   16,683 
Other 776   786 
  147,518   160,646 
Consumer(a)     
Non-U.S. residential mortgages 61,308   60,753 
Non-U.S. installment and revolving credit 25,197   24,441 
U.S. installment and revolving credit 22,324   27,645 
Non-U.S. auto 14,366   18,168 
Other 13,191   11,541 
  136,386   142,548 
      
Real Estate 45,471   46,735 
      
Energy Financial Services 8,362   8,392 
      
GE Capital Aviation Services (GECAS)(b) 15,046   15,429 
      
Other(c) 3,095   4,031 
  355,878   377,781 
Less allowance for losses (7,360)  (5,325)
Total$348,518  $372,456 
      


(a)        During the first quarter of 2009, we transferred Artesia from CLL to Consumer. Prior-period amounts were reclassified to conform to the current-period’s presentation.
(b)        Included loans and financing leases of $12,927 million and $13,078 million at September 30, 2009 and December 31, 2008, respectively, related to commercial aircraft at Aviation Financial Services.
(c)        Consisted of loans and financing leases related to certain consolidated, liquidating securitization entities.

Individually impaired loans are defined by GAAP as larger balance or restructured loans for which it is probable that the lender will be unable to collect all amounts due according to original contractual terms of the loan agreement. An analysis of impaired loans and specific reserves follows. The vast majority of our consumer and a portion of our CLL nonearning receivables are excluded from this definition, as they represent smaller balance homogeneous loans that we evaluate collectively by portfolio for impairment.

 At
 September 30, December 31,
(In millions)2009 2008
      
Loans requiring allowance for losses$8,842  $2,712 
Loans expected to be fully recoverable 3,218   871 
   Total impaired loans$12,060  $3,583 
      
Allowance for losses (specific reserves)$1,874  $635 
Average investment during the period 7,463   2,064 
Interest income earned while impaired(a) 133   48 
      


(a)        Recognized principally on cash basis.

Impaired loans increased by $8.5 billion from December 31, 2008 to September 30, 2009 primarily relating to increases at Real Estate ($5.4 billion) and CLL ($2.2 billion). Impaired loans increased by $4.0 billion from June 30, 2009 to September 30, 2009, primarily relating to increases at Real Estate ($2.9 billion) and CLL ($0.7 billion). The increase in impaired loans and related specific reserves in Real Estate reflects our current estimate of collateral values of the underlying properties, and our estimate of loans which are not past due, but for which it is probable that we will be unable to collect the full principal balance at maturity due to a decline in the underlying value of the collateral. Of our $6.2 billion impaired loans at Real Estate at September 30, 2009, approximately $4 billion are currently paying in accordance with the contractual terms of the loan. Impaired loans at CLL primarily represent senior secured lending positions.

GECS Allowance for Losses on Financing Receivables

 Balance Provision       Balance
 January 1, charged to   Gross   September 30,
(In millions)2009  operations Other(a) write-offs Recoveries 2009 
                  
CLL(b)                 
Americas$843  $969  $(34) $(746) $66  $1,098 
Europe 288   412     (225)  17   500 
Asia 163   188     (136)  19   242 
Other       (2)  –    
                  
Consumer(b)                 
Non-U.S. residential                 
    mortgages 383   805   81   (424)  130   975 
Non-U.S. installment                 
    and revolving credit 1,051   1,347   41   (1,702)  376   1,113 
U.S. installment and                 
    revolving credit 1,700   2,631   (761)  (2,134)  132   1,568 
Non-U.S. auto 222   351   31   (441)  138   301 
Other 226   284   25   (329)  73   279 
                  
Real Estate 301   903   13   (190)    1,028 
                  
Energy Financial                  
   Services 58   42     –    –    101 
                  
GECAS 60   69     (3)  –    126 
                  
Other 28   16     (22)    23 
Total$5,325  $8,021  $(585) $(6,354) $953  $7,360 
                  


(a)        Other primarily included the effects of securitization activity and currency exchange.
(b)        During the first quarter of 2009, we transferred Artesia from CLL to Consumer. Prior-period amounts were reclassified to conform to the current-period’s presentation.

 Balance Provision       Balance
 January 1, charged to   Gross   September 30,
(In millions)2008  operations Other(a)write-offs Recoveries 2008 
                  
CLL(b)                 
Americas$471  $394  $157  $(371) $52  $703 
Europe 232   145   (59)  (141)  23   200 
Asia 226   78   (7)  (188)    114 
Other     (1)      
                  
Consumer(b)                 
Non-U.S. residential                  
   mortgages 246   147   (15)  (135)  52   295 
Non-U.S. installment                  
   and revolving credit 1,371   1,259   (57)  (1,968)  722   1,327 
U.S. installment and                  
   revolving credit 985   1,908   (416)  (1,477)  215   1,215 
Non-U.S. auto 324   260   (59)  (479)  225   271 
Other 167   136   25   (182)  54   200 
                  
Real Estate 168   47     (10)    210 
                  
Energy Financial                 
   Services 19   12         34 
                  
GECAS   47     (1)    54 
                  
Other 18   18   (1)  (15)    20 
Total$4,238  $4,453  $(426) $(4,967) $1,350  $4,648 
                  


(a)        Other primarily included the effects of securitization activity, currency exchange, dispositions and acquisitions.
(b)        During the first quarter of 2009, we transferred Artesia from CLL to Consumer. Prior-period amounts were reclassified to conform to the current-period’s presentation.

13 General Electric Company


5. GECS Financing Receivables and Allowance for Losses on Financing Receivables
GECS financing receivables – net, consisted of the following.

 At
 September 30, December 31,
(In millions)2009 2008
      
Loans, net of deferred income$298,432  $310,203 
Investment in financing leases, net of deferred income 57,446   67,578 
  355,878   377,781 
Less allowance for losses (7,360)  (5,325)
Financing receivables – net(a)$348,518  $372,456 
      


(a)        Included $4,406 million and $6,461 million related to consolidated, liquidating securitization entities at September 30, 2009 and December 31, 2008, respectively. In addition, financing receivables at September 30, 2009 and December 31, 2008 included $2,880 million and $2,736 million, respectively, relating to loans that had been acquired in a transfer but have been subject to credit deterioration since origination per FASB ASC 310, Receivables.

Effective January 1, 2009, loans acquired in a business acquisition are recorded at fair value, which incorporates our estimate at the acquisition date of the credit losses over the remaining life of the portfolio. As a result, the allowance for loan losses is not carried over at acquisition. This may result in lower reserve coverage ratios prospectively. Details of financing receivables – net follow.

 At
 September 30, December 31,
(In millions)2009 2008
      
Commercial Lending and Leasing (CLL)(a)     
Americas$92,263  $105,410 
Europe 40,383   37,767 
Asia 14,096   16,683 
Other 776   786 
  147,518   160,646 
Consumer(a)     
Non-U.S. residential mortgages 61,308   60,753 
Non-U.S. installment and revolving credit 25,197   24,441 
U.S. installment and revolving credit 22,324   27,645 
Non-U.S. auto 14,366   18,168 
Other 13,191   11,541 
  136,386   142,548 
      
Real Estate 45,471   46,735 
      
Energy Financial Services 8,362   8,392 
      
GE Capital Aviation Services (GECAS)(b) 15,046   15,429 
      
Other(c) 3,095   4,031 
  355,878   377,781 
Less allowance for losses (7,360)  (5,325)
Total$348,518  $372,456 
      


(a)        During the first quarter of 2009, we transferred Artesia from CLL to Consumer. Prior-period amounts were reclassified to conform to the current-period’s presentation.
(b)        Included loans and financing leases of $12,927 million and $13,078 million at September 30, 2009 and December 31, 2008, respectively, related to commercial aircraft at Aviation Financial Services.
(c)        Consisted of loans and financing leases related to certain consolidated, liquidating securitization entities.

Individually impaired loans are defined by GAAP as larger balance or restructured loans for which it is probable that the lender will be unable to collect all amounts due according to original contractual terms of the loan agreement. An analysis of impaired loans and specific reserves follows. The vast majority of our consumer and a portion of our CLL nonearning receivables are excluded from this definition, as they represent smaller balance homogeneous loans that we evaluate collectively by portfolio for impairment.

 At
 September 30, December 31,
(In millions)2009 2008
      
Loans requiring allowance for losses$8,842  $2,712 
Loans expected to be fully recoverable 3,218   871 
   Total impaired loans$12,060  $3,583 
      
Allowance for losses (specific reserves)$1,874  $635 
Average investment during the period 7,463   2,064 
Interest income earned while impaired(a) 133   48 
      


(a)        Recognized principally on cash basis.

Impaired loans increased by $8.5 billion from December 31, 2008 to September 30, 2009 primarily relating to increases at Real Estate ($5.4 billion) and CLL ($2.2 billion). Impaired loans increased by $4.0 billion from June 30, 2009 to September 30, 2009, primarily relating to increases at Real Estate ($2.9 billion) and CLL ($0.7 billion). The increase in impaired loans and related specific reserves in Real Estate reflects our current estimate of collateral values of the underlying properties, and our estimate of loans which are not past due, but for which it is probable that we will be unable to collect the full principal balance at maturity due to a decline in the underlying value of the collateral. Of our $6.2 billion impaired loans at Real Estate at September 30, 2009, approximately $4 billion are currently paying in accordance with the contractual terms of the loan. Impaired loans at CLL primarily represent senior secured lending positions.

GECS Allowance for Losses on Financing Receivables

 Balance Provision       Balance
 January 1, charged to   Gross   September 30,
(In millions)2009  operations Other(a) write-offs Recoveries 2009 
                  
CLL(b)                 
Americas$843  $969  $(34) $(746) $66  $1,098 
Europe 288   412     (225)  17   500 
Asia 163   188     (136)  19   242 
Other       (2)  –    
                  
Consumer(b)                 
Non-U.S. residential                 
    mortgages 383   805   81   (424)  130   975 
Non-U.S. installment                 
    and revolving credit 1,051   1,347   41   (1,702)  376   1,113 
U.S. installment and                 
    revolving credit 1,700   2,631   (761)  (2,134)  132   1,568 
Non-U.S. auto 222   351   31   (441)  138   301 
Other 226   284   25   (329)  73   279 
                  
Real Estate 301   903   13   (190)    1,028 
                  
Energy Financial                  
   Services 58   42     –    –    101 
                  
GECAS 60   69     (3)  –    126 
                  
Other 28   16     (22)    23 
Total$5,325  $8,021  $(585) $(6,354) $953  $7,360 
                  


(a)        Other primarily included the effects of securitization activity and currency exchange.
(b)        During the first quarter of 2009, we transferred Artesia from CLL to Consumer. Prior-period amounts were reclassified to conform to the current-period’s presentation.

 Balance Provision       Balance
 January 1, charged to   Gross   September 30,
(In millions)2008  operations Other(a)write-offs Recoveries 2008 
                  
CLL(b)                 
Americas$471  $394  $157  $(371) $52  $703 
Europe 232   145   (59)  (141)  23   200 
Asia 226   78   (7)  (188)    114 
Other     (1)      
                  
Consumer(b)                 
Non-U.S. residential                  
   mortgages 246   147   (15)  (135)  52   295 
Non-U.S. installment                  
   and revolving credit 1,371   1,259   (57)  (1,968)  722   1,327 
U.S. installment and                  
   revolving credit 985   1,908   (416)  (1,477)  215   1,215 
Non-U.S. auto 324   260   (59)  (479)  225   271 
Other 167   136   25   (182)  54   200 
                  
Real Estate 168   47     (10)    210 
                  
Energy Financial                 
   Services 19   12         34 
                  
GECAS   47     (1)    54 
                  
Other 18   18   (1)  (15)    20 
Total$4,238  $4,453  $(426) $(4,967) $1,350  $4,648 
                  


(a)        Other primarily included the effects of securitization activity, currency exchange, dispositions and acquisitions.
(b)        During the first quarter of 2009, we transferred Artesia from CLL to Consumer. Prior-period amounts were reclassified to conform to the current-period’s presentation.

14 HARRIS CORP /DE/
Note E — Receivables
     Receivables are summarized below:
                     
    October 2,   July 3,
    2009   2009
    (In millions)  
Accounts receivable
  $ 602.9     $ 630.4  
Unbilled costs on cost-plus contracts
    146.9       149.1  
Notes receivable due within one year, net
    4.4       4.5  
 
           
 
    754.2       784.0  
Less allowances for collection losses
    (11.5 )     (13.2 )
 
           
 
  $ 742.7     $ 770.8  
 
           
15 HCP, INC.

(6)   Loans Receivable

 

The following table summarizes the Company’s loans receivable (in thousands):

 

 

 

September 30, 2009

 

December 31, 2008

 

 

 

Real Estate
Secured

 

Other

 

Total

 

Real Estate
Secured

 

Other

 

Total

 

Mezzanine

 

$

 

$

999,118

 

$

999,118

 

$

 

$

999,891

 

$

999,891

 

Joint venture partners

 

 

778

 

778

 

 

7,055

 

7,055

 

Other

 

785,636

 

83,700

 

869,336

 

71,224

 

81,725

 

152,949

 

Unamortized discounts, fees and costs

 

(123,920

)

(70,983

)

(194,903

)

 

(83,262

)

(83,262

)

Loan loss allowance

 

 

 

 

 

(241

)

(241

)

 

 

$

661,716

 

$

1,012,613

 

$

1,674,329

 

$

71,224

 

$

1,005,168

 

$

1,076,392

 

 

On October 5, 2006, through its merger with CRP, the Company acquired an interest-only, senior secured term loan made to an affiliate of the Cirrus Group, LLC (“Cirrus”). The loan had a maturity date of December 31, 2008, with a one-year extension period at the option of the borrower, subject to certain conditions, under which amounts were borrowed to finance the acquisition, development, syndication and operation of new and existing surgical partnerships. The loan accrues interest at a rate of 14.0%, of which 9.5% is payable monthly and the balance of 4.5% is deferred until maturity. The loan is collateralized by all of the assets of the borrower (comprised primarily of interests in partnerships operating surgical facilities, some of which are on the premises of properties owned by HCP Ventures IV or the Company) and is supported in part by limited guarantees made by certain principals of Cirrus. Recourse under certain of these guarantees is limited to the guarantors’ respective interests in certain entities owning real estate that are pledged to secure such guarantees. At December 31, 2008, the borrower did not meet the conditions necessary to exercise its extension option and did not repay the loan upon maturity. On April 22, 2009, new terms for extending the maturity date of the loan were agreed to, including the payment of a $1.1 million extension fee, and the maturity was extended to December 31, 2010. At September 30, 2009 and December 31, 2008, the carrying value of this loan, including accrued interest of $3 million and $0.6 million, respectively, was $85 million and $80 million, respectively. In July 2009, the Company issued a notice of default for the borrower’s failure to make interest payments. Through September 30, 2009 the borrower has failed to make four of its contractual payments. However, at September 30, 2009, the Company continues to maintain this loan on accrual status as the Company believes it is reasonably assured it will collect all amounts outstanding under the loan, including accrued but unpaid interest, based on the estimated fair value of underlying collateral and guarantees supporting the loan. During the three and nine months ended September 30, 2009, the Company recognized interest income from this loan of $3.2 million and $9.1 million, respectively, and received cash payments from this borrower of $0.6 million and $3.0 million, respectively.

 

On December 21, 2007, the Company made an investment in mezzanine loans having an aggregate face value of $1.0 billion, for approximately $900 million, as part of the financing for The Carlyle Group’s $6.3 billion purchase of HCR ManorCare. These interest-only loans mature in January 2013 and bear interest on their face values at a floating rate of one-month London Interbank Offered Rate (“LIBOR”) plus 4.0%. These loans are mandatorily pre-payable in January 2012 unless the borrower satisfies certain performance conditions. At closing, the loans were secured by an indirect pledge of equity ownership in 339 HCR ManorCare facilities located in 30 states and were subordinate to other debt of approximately $3.6 billion. At September 30, 2009, the carrying value of these loans was $930 million.

 

On August 3, 2009, the Company purchased a $720 million participation in first mortgage debt of HCR ManorCare, at a discount of $130 million, for approximately $590 million. The $720 million participation bears interest at LIBOR plus 1.25% and represents 45% of the $1.6 billion most senior tranche of HCR ManorCare’s mortgage debt incurred as part of the above mentioned financing for The Carlyle Group’s acquisition of Manor Care, Inc. in December 2007. The mortgage debt matures in January 2012, with a one-year extension available at the borrower’s option subject to certain performance conditions, and was secured by a first lien on 331 facilities located in 30 states at closing. At September 30, 2009, the carrying value of the participation in this loan was $595 million.

16 HONEYWELL INTERNATIONAL INC.

NOTE 7.  Accounts, Notes and Other Receivables

 

 

 

September 30,

    2009    

December 31,

    2008    

 

 

 

 

 

Trade

   $6,243

   $5,893

 

Other

      455

      422

 

 

    6,698

    6,315

 

Less - Allowance for doubtful accounts

     (234)

     (186)

 

 

   $6,464

   $6,129

 

17 International Business Machines Corporation

5. Financing Receivables: The following table presents financing receivables, net of allowances for doubtful accounts, including residual values.

 

 

 

At September 30,

 

At December 31,

 

(Dollars in millions)

 

2009

 

2008

 

Current:

 

 

 

 

 

Net investment in sales-type and direct financing leases

 

$

 4,181

 

$

 4,226

 

Commercial financing receivables

 

3,800

 

5,781

 

Client loan receivables

 

4,411

 

4,861

 

Installment payment receivables

 

552

 

608

 

Total

 

$

 12,944

 

$

 15,477

 

Noncurrent:

 

 

 

 

 

Net investment in sales-type and direct financing leases

 

$

 5,397

 

$

 5,938

 

Commercial financing receivables

 

60

 

94

 

Client loan receivables

 

4,367

 

4,718

 

Installment payment receivables

 

405

 

433

 

Total

 

$

 10,229

 

$

 11,183

 

 

Net investment in sales-type and direct financing leases is for leases that relate principally to the company’s systems products and are for terms ranging generally from two to six years. Net investment in sales-type and direct financing leases includes unguaranteed residual values of $868 million and $916 million at September 30, 2009 and December 31, 2008, respectively, and is reflected net of unearned income of $962 million and $1,049 million and of allowance for doubtful accounts of $179 million and $217 million at those dates, respectively.

 

Commercial financing receivables relate primarily to inventory and accounts receivable financing for dealers and remarketers of IBM and non-IBM products. Payment terms for inventory and accounts receivable financing generally range from 30 to 90 days.

 

Client loan receivables relate to loans that are provided by Global Financing primarily to the company’s clients to finance the purchase of the company’s software and services. Separate contractual relationships on these financing arrangements are for terms ranging generally from two to seven years. Each financing contract is priced independently at competitive market rates. The company has a history of enforcing the terms of these separate financing agreements.

 

The company utilizes certain of its financing receivables as collateral for non-recourse borrowings. Financing receivables pledged as collateral for borrowings were $260 million and $373 million at September 30, 2009 and December 31, 2008, respectively.

 

The company did not have any financing receivables held for sale as of September 30, 2009 and December 31, 2008.

18 Kimco Realty Corporation

8.    Mortgages and Other Financing Receivables

During March 2009, the Company committed approximately $6.0 million as its share of a $20.0 million one-year Debtor-in-Possession (“DIP”) facility to an auto parts supplier.  The DIP facility bears interest at LIBOR plus 11% with a floor of 15% per annum and is collateralized by all assets of the borrower.  As of September 30, 2009, there was no outstanding balance on this facility.  

During the nine months ended September 30, 2009, the Company sold a portion of its participation in two mortgage receivables, at par, aggregating approximately $6.8 million to an unaffiliated third party.   No gain or loss was recognized in connection with these transactions.

During June 2009, the Company recognized a non-cash impairment charge of $3.5 million, against the carrying value of a mortgage receivable that was in default.  The Company began foreclosure proceedings on the underlying property and anticipates this process to be completed in the fourth quarter 2009.  This impairment charge reflects the decrease in the estimated fair value, based on the estimated sales price, of the collateral.

19 LOEWS CORP

6. Receivables

 

      September 30,
2009
   December 31,
2008
(In millions)          

Reinsurance

   $ 7,001    $ 7,761

Other insurance

     1,931      2,039

Receivable from brokers

     1,331      936

Accrued investment income

     434      360

Federal income taxes

     465      382

Other

     984      844

Total

     12,146      12,322

Less: allowance for doubtful accounts on reinsurance receivables

     357      366

allowance for other doubtful accounts

     267      284

Receivables

   $ 11,522    $ 11,672

 

20 MEDCO HEALTH SOLUTIONS INC

5.   accounts receivable

The Company separately reports accounts receivable due from manufacturers and accounts receivable due from clients. Client accounts receivable are presented net of allowance for doubtful accounts and include a reduction for rebates and guarantees payable to clients when these payables are settled on a net basis in the form of an invoice credit. As of September 26, 2009 and December 27, 2008, identified net Specialty Pharmacy accounts receivable, primarily due from payors and patients, amounted to $461.3 million and $476.4 million, respectively.

 

The Company’s allowance for doubtful accounts as of September 26, 2009 and December 27, 2008 of $136.8 million and $120.0 million, respectively, includes $82.5 million and $71.9 million, respectively, related to the Specialty Pharmacy segment. The relatively higher allowance for the Specialty Pharmacy segment reflects a different credit risk profile than the pharmacy benefit management (“PBM”) business, and is characterized by reimbursement through medical coverage, including government agencies, and higher patient co-payments. See Note 9, “Segment Reporting,” to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the Specialty Pharmacy segment. The Company’s allowance for doubtful accounts as of September 26, 2009 and December 27, 2008 also includes $36.9 million and $34.6 million, respectively, related to PolyMedica Corporation (“PolyMedica”) for diabetes supplies, which are primarily reimbursed by insurance companies and government agencies. The increase in the reserve balance reflects increased coverage of aged balances. In addition, the Company’s allowance for doubtful accounts reflects amounts associated with member premiums for the Company’s Medicare Part D product offerings.
21 NEWFIELD EXPLORATION CO /DE/
8.  Accounts Receivable:
     
As of the indicated dates, our accounts receivable consisted of the following:
   
September 30,
2009
   
December 31,
2008
 
   
(In millions)
 
             
Revenue
  $ 157     $ 157  
Joint interest 
    114       197  
Other 
    28       26  
Reserve for doubtful accounts  
    (6 )     (5 )
Total accounts receivable  
  $ 293     $ 375  

22 NORTHERN TRUST CORP

5. Loans and Leases – Amounts outstanding in selected loan categories are shown below.

 

(In Millions)

   September 30,
2009
    December 31,
2008
    September 30,
2008
 

U.S.

      

Residential Real Estate

   $ 10,818.2      $ 10,381.4      $ 9,957.6   

Commercial

     6,807.5        8,253.6        7,741.7   

Commercial Real Estate

     3,126.9        3,014.0        2,940.8   

Personal

     4,738.8        4,766.7        4,629.0   

Other

     811.9        1,404.2        1,747.8   

Lease Financing

     1,015.2        1,143.8        1,122.6   
                        

Total U.S.

     27,318.5        28,963.7        28,139.5   

Non-U.S.

     804.4        1,791.7        1,730.7   
                        

Total Loans and Leases

   $ 28,122.9      $ 30,755.4      $ 29,870.2   

Reserve for Credit Losses Assigned to Loans and Leases

     (307.8     (229.1     (194.7
                        

Net Loans and Leases

   $ 27,815.1      $ 30,526.3      $ 29,675.5   
                        

 

Other U.S. loans and non-U.S. loans included $1.0 billion at September 30, 2009, $1.9 billion at December 31, 2008, and $2.5 billion at September 30, 2008 of short duration advances, primarily related to overdrafts associated with the timing of custody clients’ investments.

The following table shows outstanding amounts of nonperforming and impaired loans as of September 30, 2009, December 31, 2008, and September 30, 2008.

 

(In Millions)

   September 30,
2009
   December 31,
2008
   September 30,
2008

Nonperforming Loans

   $ 292.3    $ 96.7    $ 58.8

Nonperforming Loans Classified as Impaired:

        

Impaired Loans with Reserves

   $ 112.7    $ 31.5    $ 33.1

Impaired Loans without Reserves*

     135.5      54.1      15.5
                    

Total Impaired Loans

   $ 248.2    $ 85.6    $ 48.6

Reserves for Impaired Loans

   $ 45.7    $ 15.5    $ 7.9

Average Balance of Impaired Loans During the Period

   $ 198.8    $ 31.5    $ 28.4
                    

 

* When an impaired loan’s discounted cash flows, collateral value, or market price equals or exceeds its carrying value (net of charge-offs), a reserve is not required.

At September 30, 2009, residential real estate loans totaling $9.7 million were held for sale and carried at the lower of cost or market. Loan commitments for residential real estate loans that will be held for sale when funded are carried at fair value and had a total notional amount of $25.9 million at September 30, 2009. All other loan commitments are carried at the amount of unamortized fees with a reserve for credit loss liability recognized for estimated probable losses. At September 30, 2009, legally binding commitments to extend credit totaled $25.7 billion compared with $25.4 billion at December 31, 2008, and $24.7 billion at September 30, 2008.

23 PACCAR INC

NOTE D – Finance Receivables

Loans represent fixed- or floating-rate loans to customers collateralized by the vehicles purchased. Retail direct financing and sales-type finance leases are contracts leasing equipment to retail customers and dealers, respectively. These leases are reported as the sum of minimum lease payments receivable and estimated residual value of the property subject to the contracts, reduced by unearned interest on finance leases which is shown separately. Dealer wholesale financing represents floating-rate wholesale loans to PACCAR dealers for new and used trucks. The loans are collateralized principally by the trucks being financed. Interest and other receivables are interest due on loans and leases and other amounts due in the normal course of business. The allowance for losses for loans, leases and other in each geographic region are evaluated together as a group since they relate to a similar customer base and their contractual terms require regular payment of principal and interest primarily over 36 to 60 months and are secured by the same type of collateral. The Company specifically evaluates large accounts with past due balances or that otherwise are deemed to be at a higher risk of credit loss.

Finance and other receivables include the following:

 

     September 30
2009
    December 31
2008
 

Loans

   $ 2,960.6      $ 3,506.7   

Retail direct financing leases

     2,332.4        2,558.4   

Sales-type finance leases

     756.9        817.9   

Dealer wholesale financing

     1,177.3        1,635.0   

Interest and other receivables

     127.8        127.3   

Unearned interest:

    

Finance leases

     (370.7     (430.6
                
     6,984.3        8,214.7   

Less allowance for losses:

    

Loans, leases and other

     (163.2     (167.1

Dealer wholesale financing

     (9.8     (11.2
                
   $ 6,811.3      $ 8,036.4   
                

 

24 PAPA JOHNS INTERNATIONAL INC

8.  Notes Receivable

 

Selected franchisees have borrowed funds from our subsidiary, Capital Delivery, Ltd., principally for use in the acquisition, construction and development of their restaurants. We have also entered into loan agreements with certain franchisees that purchased restaurants from us or from other franchisees. In addition, as part of the 2006 sale of our former Perfect Pizza operations, we have a loan outstanding from the purchaser. Loans outstanding, net of allowance for doubtful accounts, were approximately $11.2 million as of September 27, 2009 and $7.6 million as of December 28, 2008.

 

We have recorded reserves of $7.3 million and $5.4 million as of September 27, 2009 and December 28, 2008, respectively, for potentially uncollectible notes receivable from franchisees and the purchaser of the Perfect Pizza operations. We concluded the reserves were necessary due to certain franchisees’ economic performance and underlying collateral value and credit risk related to the Perfect Pizza operations.

 

In connection with the 2006 sale of our former Perfect Pizza operations, we remain contingently liable for payment under approximately 70 lease arrangements, primarily associated with Perfect Pizza restaurant sites for which the Perfect Pizza franchisor is primarily liable. The leases have varying terms, the latest of which expires in 2017. The potential amount of undiscounted payments we could be required to make in the event of non-payment by Perfect Pizza and associated franchisees is approximately $6.2 million. We have not recorded a liability with respect to such leases as of September 27, 2009, as our cross-default provisions with the Perfect Pizza franchisor substantially reduce the risk that we will be required to make payments under these leases at the present time.

25 PLAINS ALL AMERICAN PIPELINE LP

Note 3—Trade Accounts Receivable

 

We review all outstanding accounts receivable balances on a monthly basis and record a reserve for amounts that we expect will not be fully recovered. Actual balances are not applied against the reserve until substantially all collection efforts have been exhausted.  At September 30, 2009 and December 31, 2008, substantially all of our net accounts receivable were less than 30 days past their scheduled invoice date.  Our allowance for doubtful accounts receivable totaled $9 million and $5 million at September 30, 2009 and December 31, 2008, respectively.  Although we consider our allowance for doubtful trade accounts receivable to be adequate, actual amounts could vary significantly from estimated amounts.

 

At September 30, 2009 and December 31, 2008, we had received approximately $153 million and $66 million, respectively, of advance cash payments from third parties to mitigate credit and performance risk. In addition, we enter into netting arrangements with our counterparties. These arrangements cover a significant part of our transactions and also serve to mitigate credit and performance risk.

26 QUALCOMM INC/DE
Accounts Receivable.

   
September 27, 2009
   
September 28, 2008
 
   
(In millions)
 
Trade, net of allowances for doubtful accounts of $4 and $38, respectively
  $ 639     $ 3,732  
Long-term contracts
    38       33  
Investment receivables
    2       412  
Other
    21       10  
    $ 700     $ 4,187  

Trade accounts receivable at September 28, 2008 included a $2.5 billion licensing receivable that was paid in October 2008. Investment receivables at September 28, 2008 primarily related to amounts due for redemptions of money market investments for which the Company received partial payment in fiscal 2009, and the remaining $48 million net receivable was recorded in other assets at September 27, 2009, substantially all of which was classified as noncurrent due to the uncertainty regarding the timing of distributions.

27 SCHWAB CHARLES CORP
4.   Loans to Banking Clients and Related Allowance for Credit Losses

The composition of the loan portfolio is as follows:

 

     September 30,
2009
    December 31,
2008
 

Residential real estate mortgages

   $        3,450      $     3,195   

Home equity lines of credit

     3,209        2,662   

Secured personal loans

     274        187   

Other

     24        20   
                

Total loans to banking clients

     6,957        6,064   

Allowance for credit losses

     (44     (20
                

Total loans to banking clients – net

   $ 6,913      $ 6,044   
                

Included in the loan portfolio are nonaccrual loans totaling $26 million and $8 million at September 30, 2009 and December 31, 2008, respectively. Nonperforming assets, which include nonaccrual loans and other real estate owned, totaled $28 million and $9 million at September 30, 2009 and December 31, 2008, respectively. There were no loans accruing interest that were contractually 90 days or more past due at September 30, 2009 or December 31, 2008. The amount of interest revenue that would have been earned on non-accrual loans, versus interest revenue recognized on these loans, was not material to the Company’s results of operations for the first nine months of 2009 or 2008.

Changes in the allowance for credit losses were as follows:

 

     Three Months
Ended
September 30,
    Nine Months
Ended
September 30,
 
     2009     2008     2009     2008  

Balance at beginning of period

   $ 41      $ 12      $ 20      $ 7   

Charge-offs

     (4     (1     (9     (2

Recoveries

                            

Provision for credit losses

     7        5        33        11   
                                

Balance at end of period

   $     44      $     16      $     44      $     16   
                                

 

28 Shire plc

9.        Accounts receivable, net

Accounts receivable at September 30, 2009 of $539.2 million (December 31, 2008: $395.0 million), are stated net of a provision for discounts and doubtful accounts of $14.5 million (December 31, 2008: $20.2 million).

Provision for discounts and doubtful accounts:

 2009 2008 
 $’M$’M
 __________________________
As at January 120.2 9.8 
Provision charged to operations85.4 64.8 
Provision utilization(82.8)(59.2)
Reclassification(8.3)
 __________________________
As at September 3014.5 15.4 
 __________________________


During the nine months to September 30, 2009 the Company reclassified its provision for Tricare Health Care Program rebates of $8.3 million at January 1, 2009 from provisions for discounts and doubtful accounts to accounts payable and accrued expenses.

29 Starwood Hotel & Resorts Worldwide Inc
Note 7. Notes Receivable Securitizations and Sales
     From time to time, the Company securitizes, without recourse, its fixed rate VOI notes receivable. To accomplish these securitizations, the Company transfers a pool of VOI notes receivable to third-party special purpose entities (together with the special purpose entities in the next sentence, the “SPEs”) and the SPEs transfer the VOI notes receivable to qualifying special purpose entities (“QSPEs”). The Company continues to service the securitized VOI notes receivable pursuant to servicing agreements negotiated at arms-length based on market conditions; accordingly, the Company has not recognized any servicing assets or liabilities. All of the Company’s VOI notes receivable securitizations to date have qualified to be, and have been, accounted for as sales. In order to be accounted for as a sale, the transferor must surrender control of the financial assets and receive consideration other than beneficial interests in the transferred asset.
     With respect to those transactions still outstanding at September 30, 2009, the Company retains economic interests (the “Retained Interests”) in securitized VOI notes receivables through SPE ownership of QSPE beneficial interests. The Retained Interests, which are comprised of subordinated interests and interest only strips in the related VOI notes receivable, provide credit enhancement to the third-party purchasers of the related QSPE beneficial interests. Retained Interests cash flows are limited to the cash available from the related VOI notes receivable, after servicing and other related fees, absorbing 100% of any credit losses on the related VOI notes receivable and QSPE fixed rate interest expense. With respect to those transactions still outstanding at September 30, 2009, the Retained Interests are classified and accounted for as “available-for-sale” securities. Securities are classified as “available for sale” if the Company does not have the intent and ability to hold these securities to maturity or these securities were not bought with the intent to be sold in the near term. These securities are reported at fair value, with credit losses recorded in the statement of income and other unrealized gains and losses reported in stockholders’ equity.
     The Company’s securitization agreements provide the Company with the option, subject to certain limitations, to repurchase or replace defaulted VOI notes receivable at their outstanding principal amounts. Such activity totaled $8 million and $21 million during the three and nine months ended September 30, 2009, respectively, and $6 million and $17 million during the three and nine months ended September 30, 2008, respectively. The Company has been able to resell the VOIs underlying the VOI notes repurchased or replaced under these provisions without incurring significant losses. The Company’s replacement of the defaulted VOI notes receivable under the securitization agreements with new VOI notes receivable resulted in net gains of approximately $0 million and $2 million during the three and nine months ended September 30, 2009, respectively, and $1 million and $3 million during the three and nine months ended September 30, 2008, respectively, which are included in vacation ownership and residential sales and services in the Company’s consolidated statements of income.
     In June 2009, the Company securitized approximately $181 million of VOI notes receivable (the “2009 Securitization”) resulting in cash proceeds of approximately $125 million. The Company retained $44 million of interests in the QSPE, which included $43 million of notes the Company effectively owned after the transfer and $1 million related to the interest only strip. The related loss on the 2009 Securitization of $2 million is included in vacation ownership and residential sales and services in the Company’s consolidated statements of income.
     Key assumptions used in measuring the fair value of the Retained Interests at the time of the 2009 Securitization were as follows: an average discount rate of 12.8%, an average expected annual prepayment rate including defaults of 17.9%, and an expected weighted average remaining life of prepayable notes receivable of 52 months. These key assumptions are based on the Company’s historical experience.
     Although the notes effectively owned after the transfer were measured at fair value on the transfer date, they require prospective accounting treatment as notes receivable and will be carried at the basis established at the date of transfer and accrete interest over time to return to the historical cost basis. If the Company deems such amount to be non-recoverable in the future, it will record a valuation allowance. As of September 30, 2009, the value of the notes that the Company effectively owned from the 2009 Securitization was approximately $45 million, which the Company classified as “Other assets” in its consolidated balance sheets. During the three and nine months ended September 30, 2009, the Company recorded $2 million of interest income associated with these effectively owned notes.
     At September 30, 2009, the aggregate outstanding principal balance of VOI notes receivable that has been securitized was $356 million. The aggregate principal amount of those VOI notes receivables that were more than 90 days delinquent at September 30, 2009 was approximately $6 million.
     Gross credit losses for all VOI notes receivable that have been securitized totaled $12 million and $30 million during the three and nine months ended September 30, 2009, respectively, and $9 million and $24 million during the three and nine months ended September 30, 2008, respectively.
     The Company received aggregate cash proceeds of $5 million and $16 million from the Retained Interests during the three and nine months ended September 30, 2009, respectively, and $7 million and $21 million during the three and nine months ended September 30, 2008, respectively. The Company received aggregate servicing fees of $1 million and $3 million related to these VOI notes receivable in the three and nine months ended September 30, 2009 and 2008, respectively.
     At the time of each VOI notes receivable securitization and at the end of each financial reporting period, the Company estimates the fair value of its Retained Interests using a discounted cash flow model. All assumptions used in the models are reviewed and updated, if necessary, based on current trends and historical experience. The key assumption used in measuring the fair value associated with its outstanding note securitizations was as follows: an average discount rate of 9.4%, an average expected annual prepayment rate including defaults of 16.2% and an expected weighted average remaining life of prepayable notes receivable of 80 months.
     The fair value of the Company’s retained interest as of September 30, 2009 and December 31, 2008 was $7 million and $19 million with amortized cost basis of $8 million and $21 million, respectively. Other-than-temporary impairments related to other factors and recognized in accumulated other comprehensive income as of September 30, 2009 and December 31, 2008 totaled $1 million and $2 million, respectively. Total other-than-temporary impairments related to credit losses recorded in gain (loss) on asset dispositions and impairments totaled $6 million and $22 million for the three and nine months ended September 30, 2009, respectively, and $2 million during the three and nine months ended September 30, 2008.
     The Company completed a sensitivity analysis on the net present value of the Retained Interests to measure the change in value associated with independent changes in individual key variables. The methodology applied unfavorable changes for the key variables of expected prepayment rates, discount rates and expected gross credit losses as of September 30, 2009. The decreases in value of the Retained Interests that would result from various independent changes in key variables are shown in the chart that follows (in millions). The factors may not move independently of each other.

              
Annual prepayment rate:
           
100 basis points-dollars

  

$

0.4   
100 basis points-percentage
      5.7 %
200 basis points-dollars
   $ 0.9   
200 basis points-percentage
      12.8 %
Discount rate:
           
100 basis points-dollars
   $ 0.2   
100 basis points-percentage
      2.5 %
200 basis points-dollars
   $ 0.3   
200 basis points-percentage
      4.9 %
Gross annual rate of credit losses:
           
100 basis points-dollars
   $ 2.9   
100 basis points-percentage
      42.2 %
200 basis points-dollars
   $ 4.0   
200 basis points-percentage
      57.4 %
30 STATE STREET Corp

Note 3.    Loans and Lease Financing

At September 30, 2009, we held commercial real estate loans with an aggregate carrying value of approximately $592 million that were purchased in 2008 pursuant to indemnified repurchase agreements. The loans, which are primarily collateralized by direct and indirect interests in commercial real estate, were recorded at their then-estimated fair value, based on management’s expectation with respect to collection of principal and interest using appropriate market discount rates as of the date of acquisition.

Although a portion of these loans is 90 days or more contractually past-due, we do not report them as past-due loans, because under applicable accounting standards, the interest earned on these loans is based on an accretable yield resulting from management’s expectation of the cash flows for each loan relative to both the timing and collection of principal and interest as of the reporting date, not contractual payment terms. These cash flow estimates are updated quarterly to reflect changes in management’s expectations, which consider market conditions.

At September 30, 2009, we held structured asset-backed loans with an aggregate carrying value of approximately $2.52 billion that were added in connection with the May 2009 consolidation of the asset-backed commercial paper conduits. These loans, which represent undivided interests in securitized pools of underlying third-party receivables, are held for investment.

The allowance for loan losses was $53 million at September 30, 2009 and $18 million at December 31, 2008. During the nine months ended September 30, 2009, activity in the allowance for loan losses was composed of an aggregate provision of approximately $114 million, of which $98 million related to the commercial real estate loans described above, offset by net charge-offs of approximately $79 million, of which $69 million related to the commercial real estate loans. At September 30, 2009, approximately $5 million of the aforementioned commercial real estate loans had been classified by management as non-performing, as the yield associated with certain of the loans, determined when the loans were acquired, was deemed to be non-accretable. This determination was based on management’s expectation of the future collection of principal and interest on the loans.

31 TEXTRON INC
Note 7: Accounts Receivable, Finance Receivables and Securitizations
Accounts Receivable
                 
    October 3,       January 3,    
(In millions)   2009       2009    
Accounts receivable - Commercial
  $ 500     $ 496  
Accounts receivable - U.S. Government contracts
    451       422  
 
           
 
    951       918  
Allowance for doubtful accounts
    (25 )     (24 )
 
           
 
  $ 926     $ 894  
 
           
Finance Receivables
We evaluate finance receivables on a managed as well as owned basis since we retain subordinated interests in finance receivables sold in securitizations resulting in credit risk. In contrast, we do not have a retained financial interest or credit risk in the performance of the serviced portfolio and, therefore, performance of these portfolios is limited to billing and collection activities. Our Finance group manages and services finance receivables for a variety of investors, participants and third-party portfolio owners. A reconciliation of our managed and serviced finance receivables to finance receivables held for investment, net is provided below:
                 
    October 3,       January 3,    
(In millions)   2009       2009    
Total managed and serviced finance receivables
  $ 8,999     $ 12,173  
Less: Nonrecourse participations sold to independent investors
    772       820  
Less: Third-party portfolio servicing
    318       532  
 
           
Total managed finance receivables
    7,909       10,821  
Less: Securitized receivables
    813       2,248  
 
           
Owned finance receivables
    7,096       8,573  
Less: Finance receivables held for sale
    998       1,658  
 
           
Finance receivables held for investment
    6,098       6,915  
Allowance for loan losses
    (302 )     (191 )
 
           
Finance receivables held for investment, net
  $ 5,796     $ 6,724  
 
           
Finance receivables held for investment at October 3, 2009 and January 3, 2009 include approximately $549 million and $1.1 billion, respectively, of finance receivables that have been legally sold to special purpose entities and are consolidated subsidiaries of Textron Financial Corporation. The assets of these special purpose entities are pledged as collateral for $443 million and $853 million of debt at October 3, 2009 and January 3, 2009, respectively, which is reflected as securitized on-balance sheet debt.
In connection with our fourth quarter 2008 plan to exit portions of the commercial finance business, we classified certain finance receivables as held for sale. As a result of our marketing efforts for these finance receivables, we determined that the markets for certain classes of finance receivables were illiquid and inactive during the first half of 2009. We realized that, given market conditions, we were likely to be able to generate more cash flow from the loans’ obligors and/or the underlying collateral than from a buyer of the portfolio. We reached this conclusion based on our evaluation of the obligors’ ability to repay the loans as compared to our evaluation of both the existence of potential buyers for these assets and market prices. Accordingly, since we intended to hold a portion of these finance receivables for the foreseeable future, we reclassified $719 million, net of the valuation allowance, from the held for sale classification to held for investment in the first half of 2009.
As a result of the significant influence of economic and liquidity conditions on our business plans, strategies and liquidity position, and the rapid changes in these and other factors we utilize to determine which assets are classified as held for sale, we currently believe the term “foreseeable future” represents a time period of six to nine months. Unanticipated changes in both internal and external factors affecting our financial performance, liquidity position or the value and/or marketability of our finance receivables could result in a modification of this assessment.
In the third quarter of 2009, we received unanticipated inquiries to purchase receivable portfolios classified as held for investment. Based on the nature of these inquiries, we determined that a sale of these portfolios would be consistent with our goal to maximize the economic value of our portfolio and accelerate cash collections. As a result, $313 million of the net finance receivables reclassified from held for sale to held for investment earlier in 2009 were reclassified as held for sale in the third quarter of 2009 and $108 million of additional finance receivables were also classified as held for sale.
Nonaccrual and Impaired Finance Receivables
We periodically evaluate finance receivables held for investment, excluding homogeneous loan portfolios and finance leases, for impairment. Finance receivables classified as held for sale are reflected at fair value and are excluded from this assessment. A finance receivable is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired finance receivables are classified as either nonaccrual or accrual loans. Nonaccrual finance receivables includes accounts that are contractually delinquent by more than three months for which the accrual of interest income is suspended. Impaired accrual finance receivables represent loans with original terms that have been significantly modified to reflect deferred principal payments, generally at market interest rates, for which collection of principal and interest is not doubtful.
The impaired finance receivables are as follows:
                 
    October 3,       January 3,    
(In millions)   2009       2009    
Impaired nonaccrual finance receivables
  $ 781     $ 234  
Impaired accrual finance receivables
    276       19  
 
           
Total impaired finance receivables
  $ 1,057     $ 253  
Less: Impaired finance receivables without identified reserve requirements
    378       71  
 
           
Impaired nonaccrual finance receivables with identified reserve requirements
  $ 679     $ 182  
 
           
Nonaccrual finance receivables include impaired nonaccrual finance receivables and nonaccrual accounts in homogeneous loan portfolios that are contractually delinquent by more than three months, but are not considered to be impaired. A summary of these finance receivables and the related allowance for losses by collateral type is as follows:
                                                     
        October 3, 2009     January 3, 2009  
                        Allowance                       Allowance for    
                        for Losses                       Losses on    
                Impaired       on Impaired               Impaired       Impaired    
        Nonaccrual       Nonaccrual       Nonaccrual       Nonaccrual       Nonaccrual       Nonaccrual    
        Finance       Finance       Finance       Finance       Finance       Finance    
(In millions)   Collateral Type     Receivables       Receivables       Receivables       Receivables       Receivables       Receivables    
Resort  
Notes receivable(1)
  $ 303     $ 300     $ 42     $ 78     $ 74     $ 9  
Finance  
Hotels
    62       62       7                    
   
Resort construction and inventory
    67       67                          
   
Land
    17       17       4                    
Distribution Finance  
Dealer inventory
    89       67       21       43       34       3  
Captive
Finance
 
General aviation
aircraft
    139       123       24       17       6       2  
   
Golf equipment
    16       3       1       18              
 
Golf Mortgage  
Golf course property
    96       95       21       107       107       25  
Finance  
Marinas
    8       8                          
Structured Capital  
Capital equipment
    32       32       27                    
Other  
 
    9       7             14       13       4  
   
 
                                   
   
Total
  $ 838     $ 781     $ 147     $ 277     $ 234     $ 43  
   
 
                                   
 
(1)   Finance receivables collateralized primarily by timeshare notes receivable may also be collateralized by certain real estate and other assets of our borrowers.
The increase in nonaccrual finance receivables is primarily attributable to the lack of liquidity available to borrowers in resort finance, weaker general economic conditions and weaker aircraft values in captive finance. The increase in resort finance included one $212 million account, which is primarily collateralized by timeshare notes receivable and several resort properties. For structured capital, the increase in nonaccrual finance receivables and the allowance for losses on impaired nonaccrual finance receivables is due to a $32 million lease that is secured by automobile manufacturing equipment. Nonaccrual finance receivables resulted in a $36 million reduction in Finance revenues for the nine months ended October 3, 2009, compared with $10 million in the corresponding period of 2008, as no finance charges were recognized using the cash basis method.
Securitizations
Our Finance group has historically sold its distribution finance receivables to a qualified special purpose trust through securitization transactions. Distribution finance receivables represent loans secured by dealer inventories that typically are collected upon the sale of the underlying product. The distribution finance revolving securitization trust is a master trust that purchases inventory finance receivables from the Finance group and issues asset-backed notes to investors. Through a revolving securitization, the proceeds from collection of the principal balance of these loans can be used by the trust to purchase additional distribution finance receivables from us each month. Proceeds from securitizations include amounts received related to the incremental increase in the issuance of additional asset-backed notes to investors, and exclude amounts received related to the ongoing replenishment of the outstanding sold balance of these short-duration finance receivables. For the nine months ended October 3, 2009, we had no proceeds from securitizations, compared with $250 million in the corresponding period of 2008.
Generally, we retain an interest in the assets sold in the form of servicing responsibilities and subordinated interests, including interest-only securities, seller certificates and cash reserves. We had $103 million and $191 million of retained interests associated with $775 million and $2.2 billion of off-balance sheet finance receivables in the distribution finance securitization trust as of October 3, 2009 and January 3, 2009, respectively. The amortized cost basis of our retained interests is $86 million at October 3, 2009. At October 3, 2009, the trust had $978 million of asset-backed notes outstanding of which $103 million represent our remaining retained interests. In connection with the maturity of the notes, the trust accumulated $203 million of cash during the third quarter of 2009 from collections of finance receivables. This cash, combined with cash accumulated during the first eight days of October, was utilized to repay $240 million of the notes held by third-party investors in October 2009. Due to required amortization and accumulation periods associated with the scheduled maturity of the remaining asset-backed notes, the trust’s revolving period ended in the third quarter of 2009. As of October 8, 2009, due to a change in required cash distributions, the trust will be consolidated by us.
Cash received on retained interests totaled $117 million and $44 million for the nine months ended October 3, 2009 and September 27, 2008, respectively. Servicing fees received totaled $3 million and $18 million for the three and nine months ended October 3, 2009, respectively, compared with $8 million and $25 million for the corresponding periods of 2008.
Total net pre-tax losses, including impairments were $27 million for the nine months ended October 3, 2009. During the second quarter of 2009, we recognized a $31 million other-than-temporary impairment of our retained interests, excluding interest-only securities. Of this amount, $18 million was charged to income primarily due to credit losses, representing a decrease in cash flows expected to be collected on these interests for the distribution finance revolving securitization. The remaining $13 million impairment charge was recognized in other comprehensive income as it is attributable to an increase in market discount rates. For the three and nine months ended September 27, 2008, net pre-tax gains, including impairments totaled $10 million and $40 million, respectively. See Note 12: Fair Values of Assets and Liabilities for disclosure of the fair value estimates for retained interests in securitizations and the impairments recorded on the interest-only securities and other retained interests in 2009.
32 US BANCORP \DE\
 

Note 4    Loans
 
The composition of the loan portfolio was as follows:
 
                                       
    September 30, 2009         December 31, 2008    
          Percent
              Percent
   
(Dollars in Millions)   Amount     of Total         Amount     of Total    
Commercial
                                     
Commercial
  $ 44,166       24.1   %     $ 49,759       26.9   %
Lease financing
    6,546       3.6           6,859       3.7    
                                       
Total commercial
    50,712       27.7           56,618       30.6    
Commercial real estate
                                     
Commercial mortgages
    24,649       13.5           23,434       12.6    
Construction and development
    9,247       5.0           9,779       5.3    
                                       
Total commercial real estate
    33,896       18.5           33,213       17.9    
Residential mortgages
                                     
Residential mortgages
    19,634       10.7           18,232       9.8    
Home equity loans, first liens
    5,313       2.9           5,348       2.9    
                                       
Total residential mortgages
    24,947       13.6           23,580       12.7    
Retail
                                     
Credit card
    16,402       9.0           13,520       7.3    
Retail leasing
    4,696       2.6           5,126       2.8    
Home equity and second mortgages
    19,427       10.6           19,177       10.3    
Other retail
                                     
Revolving credit
    3,428       1.9           3,205       1.7    
Installment
    5,532       3.0           5,525       3.0    
Automobile
    9,426       5.1           9,212       5.0    
Student
    4,731       2.6           4,603       2.5    
                                       
Total other retail
    23,117       12.6           22,545       12.2    
                                       
Total retail
    63,642       34.8           60,368       32.6    
                                       
Total loans, excluding covered assets
    173,197       94.6           173,779       93.8    
Covered Assets
    9,859       5.4           11,450       6.2    
                                       
Total loans
  $ 183,056       100.0   %     $ 185,229       100.0   %
                                       
Loans are presented net of unearned interest and deferred fees and costs, which amounted to $1.4 billion at September 30, 2009, and $1.5 billion at December 31, 2008.
Covered assets represent assets acquired from the FDIC subject to loss sharing agreements and included expected reimbursements from the FDIC of approximately $1.9 billion at September 30, 2009, and $2.4 billion at December 31, 2008. The carrying amount of the covered assets consisted of loans subject to specialized accounting rules related to purchased impaired loans (“purchased impaired loans”), loans not subject to those rules, and other assets as shown in the following table:
 
                                                                           
    September 30, 2009         December 31, 2008    
    Purchased
                            Purchased
                       
    impaired
    Other
      Other
              impaired
    Other
      Other
         
(Dollars in Millions)   loans     loans       Assets     Total         loans     loans       Assets     Total    
Residential mortgage loans
  $ 4,925     $ 1,745       $     $ 6,670         $ 5,763     $ 2,022       $     $ 7,785    
Commercial real estate loans
    435       436               871           427       455               882    
Commercial loans
          86               86                 127               127    
Foreclosed real estate
                  310       310                         274       274    
Losses reimbursable by the FDIC
                  1,922       1,922                         2,382       2,382    
                                                                           
Total
  $ 5,360     $ 2,267       $ 2,232     $ 9,859         $ 6,190     $ 2,604       $ 2,656     $ 11,450    
                                                                           
At September 30, 2009, $260 million of the purchased impaired loans in covered assets were classified as nonperforming assets, compared with $298 million at December 31, 2008, because the expected cash flows are primarily based on the liquidation of underlying collateral and the timing and amount of the cash flows could not be reasonably estimated. Interest income is recognized on other purchased impaired loans in covered assets through accretion of the difference between the carrying amount of those loans and their expected cash flows. The allowance for credit losses related to purchased impaired loans represents only credit deterioration subsequent to acquisition date because they were recorded at fair value, including expected credit losses, at acquisition. There has not been any significant credit deterioration since that date. The Company also classified approximately $.1 billion of loans not subject to loss sharing agreements as purchased impaired loans.
Changes in the accretable balance for purchased impaired loans were as follows for the three and nine months ended September 30, 2009:
 
                     
    Three Months
      Nine Months
   
    Ended
      Ended
   
    September 30,
      September 30,
   
(Dollars in Millions)   2009       2009    
Balance at beginning of period
  $ 2,074       $ 2,719    
Accretion
    (82 )       (265 )  
Disposals
    (3 )       (50 )  
Reclassifications (to) from nonaccretable difference, net
    94         (139 )  
Other, including purchase accounting adjustments
    (17 )       (199 )  
                     
Balance at end of period
  $ 2,066       $ 2,066    
                     
33 VENTAS INC

NOTE 6—LOANS RECEIVABLE

As of December 31, 2008, we held a receivable for three outstanding first mortgage loans (the “Sunwest Loans”) in the aggregate principal amount of $20.0 million. These loans, made in 2005, originally accrued interest at a non-default annual rate of 9%. During the third quarter of 2008, the borrowers defaulted on certain of their obligations under the Sunwest Loans, including the monthly payment of principal and interest to us. The Sunwest Loans were originally secured by four seniors housing communities containing approximately 300 units and were jointly and severally guaranteed by Sunwest Management, Inc. (“Sunwest”) and two of its principals. Receivers were appointed at, and we initiated foreclosure actions on, each asset securing the Sunwest Loans during 2008. We also commenced a collection and enforcement action against the guarantors. During 2008, we recorded a provision for loan losses on the Sunwest Loans of $6.0 million, which was based on estimated discounted cash flows and other valuation metrics, including the fair value of the collateral.

The foreclosure of two seniors housing communities securing one of the Sunwest Loans is currently stayed by receivership proceedings instituted by the Commission involving Sunwest and the other guarantors. Our collection and enforcement action against the Sunwest guarantors was dismissed without prejudice due to the receivership proceedings, but may be reinstated by us at anytime.

On September 30, 2009, we completed the non-judicial foreclosure of a seniors housing community located in Merced, California related to one of the Sunwest Loans. Immediately upon foreclosure, we sold the property to an affiliate of one of our existing tenants for approximately $6.3 million. In connection with the sale, we provided $5.0 million of first mortgage financing to the purchaser, secured by, among other things, the property, and received cash consideration of $1.2 million after expenses. The loan matures in September 2012, bears interest at a variable rate of 30-day LIBOR plus 6.5% per annum and is guaranteed by our tenant. We did not recognize any gain or loss as a result of this transaction. The net carrying value of the remaining two Sunwest Loans at September 30, 2009 was $8.8 million.

Although we cannot give any assurances regarding the value of our recovery on the collateral for the remaining Sunwest Loans, we currently expect that the estimated fair value of the foreclosed assets, if foreclosure proceedings are successful, will approximate the current net carrying value. If foreclosure proceedings are successful, we may take ownership of the seniors housing communities and engage healthcare operators to operate them under a management or lease arrangement, or we may sell one or more of the properties.

34 WELLS FARGO & CO/MN
5. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The major categories of loans outstanding showing those subject to accounting guidance for PCI loans are presented in the following table. Certain loans acquired in the Wachovia acquisition are subject to the measurement provisions contained in the Receivables topic of the Codification for PCI loans. These include loans with credit deterioration since origination and for which it is probable that we will not collect all contractual principal and interest. PCI loans are initially recorded at fair value, and no allowance is carried over or initially recorded. Outstanding balances of all other loans are presented net of unearned income, net deferred loan fees, and unamortized discount and premium totaling $14,350 million at September 30, 2009, and $16,891 million, at December 31, 2008.
                                                 
   
    Sept. 30, 2009     Dec. 31, 2008  
            All                     All        
    PCI     other             PCI     other        
(in millions)   loans     loans     Total     loans     loans     Total  
   
Commercial and commercial real estate:
                                               
Commercial
  $ 2,407       167,203       169,610       4,580       197,889       202,469  
Real estate mortgage
    5,950       97,492       103,442       7,762       95,346       103,108  
Real estate construction
    4,250       27,469       31,719       4,503       30,173       34,676  
Lease financing
          14,115       14,115             15,829       15,829  
   
Total commercial and commercial real estate
    12,607       306,279       318,886       16,845       339,237       356,082  
   
Consumer:
                                               
Real estate 1-4 family first mortgage
    39,538       193,084       232,622       39,214       208,680       247,894  
Real estate 1-4 family junior lien mortgage
    425       104,113       104,538       728       109,436       110,164  
Credit card
          23,597       23,597             23,555       23,555  
Other revolving credit and installment
          90,027       90,027       151       93,102       93,253  
   
Total consumer
    39,963       410,821       450,784       40,093       434,773       474,866  
   
Foreign
    1,768       28,514       30,282       1,859       32,023       33,882  
   
Total loans
  $ 54,338       745,614       799,952       58,797       806,033       864,830  
   
   
We pledge loans to secure borrowings from the FHLB and the Federal Reserve Bank as part of our liquidity management strategy. Loans pledged where the secured party does not have the right to sell or repledge totaled $322.2 billion at September 30, 2009, and $337.5 billion at December 31, 2008. We did not have any pledged loans where the secured party has the right to sell or repledge at September 30, 2009, or at December 31, 2008.
We consider a loan to be impaired under the loan impairment provisions contained in FASB ASC 310-10 when, based on current information and events, we determine that we will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. We assess and account for as impaired certain nonaccrual commercial, commercial real estate and foreign loans that are over $5 million and certain consumer, commercial, commercial real estate and foreign loans whose terms have been modified in a troubled debt restructuring (TDR). The recorded investment in impaired loans and the methodology used to measure impairment was:
                 
   
    Sept. 30,     Dec. 31,  
(in millions)   2009     2008  
   
Impairment measurement based on:
               
Collateral value method
  $ 356       88  
Discounted cash flow method (1)
    14,129       3,552  
   
Total (2)
  $ 14,485       3,640  
   
   
(1)   The September 30, 2009, balance includes $444 million of Government National Mortgage Association (GNMA) loans that are insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs. Although both principal and interest are insured, the insured interest rate may be different than the original contractual interest rate prior to modification, resulting in interest impairment under a discounted cash flow methodology.
(2)   Includes $13,973 million and $3,468 million of impaired loans with a related allowance of $2,754 million and $816 million at September 30, 2009, and December 31, 2008, respectively. The remaining impaired loans do not have a related allowance.
The average recorded investment in impaired loans was $12,234 million in third quarter 2009 and $2,944 million in fourth quarter 2008. In the first nine months of 2009, the average recorded investment was $8,790 million.
The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded credit commitments. Changes in the allowance for credit losses were:
 
                                 
    Quarter ended Sept. 30,   Nine months ended Sept. 30,
(in millions)   2009     2008     2009     2008  
 
Balance, beginning of period
  $ 23,530       7,517       21,711       5,518  
Provision for credit losses
    6,111       2,495       15,755       7,535  
Loan charge-offs:
                               
Commercial and commercial real estate:
                               
Commercial
    (986 )     (305 )     (2,337 )     (897 )
Real estate mortgage
    (215 )     (9 )     (398 )     (19 )
Real estate construction
    (254 )     (36 )     (595 )     (93 )
Lease financing
    (88 )     (19 )     (173 )     (44 )
   
Total commercial and commercial real estate
    (1,543 )     (369 )     (3,503 )     (1,053 )
   
Consumer:
                               
Real estate 1-4 family first mortgage
    (1,015 )     (146 )     (2,229 )     (330 )
Real estate 1-4 family junior lien mortgage
    (1,340 )     (669 )     (3,428 )     (1,476 )
Credit card
    (691 )     (396 )     (2,025 )     (1,078 )
Other revolving credit and installment
    (860 )     (586 )     (2,562 )     (1,617 )
   
Total consumer
    (3,906 )     (1,797 )     (10,244 )     (4,501 )
   
Foreign
    (71 )     (59 )     (181 )     (185 )
   
Total loan charge-offs
    (5,520 )     (2,225 )     (13,928 )     (5,739 )
   
Loan recoveries:
                               
Commercial and commercial real estate:
                               
Commercial
    62       27       153       90  
Real estate mortgage
    6       1       22       4  
Real estate construction
    5             11       2  
Lease financing
    6       3       13       9  
   
Total commercial and commercial real estate
    79       31       199       105  
   
Consumer:
                               
Real estate 1-4 family first mortgage
    49       7       114       20  
Real estate 1-4 family junior lien mortgage
    49       28       119       63  
Credit card
    43       35       131       113  
Other revolving credit and installment
    178       117       580       363  
   
Total consumer
    319       187       944       559  
   
Foreign
    11       12       30       40  
   
Total loan recoveries
    409       230       1,173       704  
   
Net loan charge-offs (1)
    (5,111 )     (1,995 )     (12,755 )     (5,035 )
   
Allowances related to business combinations/other
    (2 )     10       (183 )     9  
   
Balance, end of period
  $ 24,528       8,027       24,528       8,027  
   
Components:
                               
Allowance for loan losses
  $ 24,028       7,865       24,028       7,865  
Reserve for unfunded credit commitments
    500       162       500       162  
   
Allowance for credit losses
  $ 24,528       8,027       24,528       8,027  
   
Net loan charge-offs (annualized) as a percentage of average total loans (1)
    2.50 %     1.96       2.05       1.71  
Allowance for loan losses as a percentage of total loans (2)
    3.00       1.91       3.00       1.91  
Allowance for credit losses as a percentage of total loans (2)
    3.07       1.95       3.07       1.95  
 
(1)   For PCI loans charge-offs are only recorded to the extent that losses exceed the purchase accounting estimates.
 
(2)   The allowance for loan losses and the allowance for credit losses include $233 million at September 30, 2009, and none for prior periods related to PCI loans acquired from Wachovia. Loans acquired from Wachovia are included in total loans net of related purchase accounting net write-downs.
Purchased Credit-Impaired Loans
PCI loans had an unpaid principal balance of $87.8 billion at September 30, 2009, and $98.4 billion at December 31, 2008 (refined), and a carrying value, excluding allowance for loan losses, of $54.3 billion and $59.4 billion, respectively. The following table provides details on the PCI loans acquired from Wachovia.
         
   
    Dec. 31, 2008  
(in millions)   (refined)  
   

Contractually required payments including interest

  $ 115,161  
Nonaccretable difference (1)
    (45,231 )
   
Cash flows expected to be collected (2)
    69,930  
Accretable yield
    (10,492 )
   
Fair value of loans acquired
  $ 59,438  
   
 
   
(1)   Includes $40.9 billion in principal cash flows not expected to be collected, $2.0 billion of pre-acquisition charge-offs and $2.3 billion of future interest not expected to be collected.
(2)   Represents undiscounted expected principal and interest cash flows.
For PCI loans, the impact of loan modifications is included in the expected cash flows of the quarterly evaluation for subsequent decreases or increases of cash flows. For variable rate loans included in PCI loans, expected future cash flows will be recalculated as the rates adjust over the lives of the loans. At acquisition, the expected future cash flows were based on the variable rates that were in effect at that time. The change in the accretable yield related to PCI loans is presented in the following table.
                 
   
    Quarter ended     Nine months ended  
(in millions)   Sept. 30, 2009     Sept. 30, 2009  
   

Balance, beginning of period (refined)

  $ (9,452 )     (10,492 )
Accretion
    892       1,952  
Increase in expected cash flows (1)
    (5,663 )     (5,683 )
   
Balance, end of period
  $ (14,223 )     (14,223 )
   
 
   
(1)   Represents increases in interest cash flows due to the impact of modifications incorporated into the quarterly assessment of expected future cash flows and/or changes in interest rates on variable rate loans and amounts reclassified from nonaccretable difference.
Deterioration in expected cash flows for PCI loans subsequent to the acquisition on December 31, 2008, results in the establishment of an allowance, provided for through a charge to income. Charge-offs and improvements in expected losses will reduce the allowance. Changes in the allowance for loan losses for PCI loans are presented in the following table.
                                 
   
    Commercial,                    
    CRE and     Other              
(in millions)   foreign     consumer     Pick-a-Pay     Total  
   

Balance at December 31, 2008

  $                    
Provision for losses due to credit deterioration
    580                   580  
Charge-offs
    (347 )                 (347 )
   
Balance at September 30, 2009
  $ 233                   233  
   
 
   
In third quarter 2009, we recorded $409 million of provision for credit losses for deterioration in Wachovia’s PCI loan portfolio that occurred subsequent to the December 31, 2008, acquisition. This included net charge-offs of $225 million in third quarter 2009 and an addition of $184 million to the allowance for loan losses for PCI loans at September 30, 2009. This allowance is included in the allowance for loan losses.
35 YUM BRANDS INC
Note 8A – Supplemental Balance Sheet Information

   
9/5/09
   
12/27/08
Accounts and notes receivable
 
$
271
     
$
252
 
Allowance for doubtful accounts
   
(30
)
     
(23
)
Accounts and notes receivable, net
 
$
241
     
$
229