UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-10308
Cendant Corporation
(Exact name of registrant as specified in its charter)
Delaware | 06-0918165 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
9 West 57th Street New York, NY (Address of principal executive offices) |
10019 (Zip Code) |
(212) 413-1800
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements, for the past 90 days: Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): Yes [X] No [ ]
The number of shares outstanding of the registrants common stock was 1,051,565,286 shares as of March 31, 2005.
Table of Contents
FORWARD-LOOKING STATEMENTS
Forward-looking statements in our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words believes, expects, anticipates, intends, projects, estimates, plans, may increase, may fluctuate and similar expressions or future or conditional verbs such as will, should, would, may and could are generally forward-looking in nature and not historical facts. You should understand that the following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements:
l | terrorist attacks, such as the September 11, 2001 terrorist attacks on New York
City and Washington, D.C., which may negatively affect the travel industry and our
financial results and which could also result in a disruption in our business; |
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l | the effect of economic or political conditions or any outbreak or escalation of
hostilities on the economy on a national, regional or international basis and the
impact thereof on our businesses; |
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l | the effects of a decline in travel, due to political instability, adverse economic
conditions, natural disasters or otherwise, on our travel related businesses; |
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l | the effects of a decline in the volume or value of U.S. existing home sales, due
to adverse economic changes or otherwise, on our real estate related businesses; |
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l | the effects of changes in current interest rates, particularly on our real estate
franchise and real estate brokerage businesses; |
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l | the final resolution or outcome of our unresolved pending litigation relating to the
previously announced accounting irregularities (which were discovered and addressed in
1998); |
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l | our ability to develop and implement operational, technological and financial
systems to manage growing operations and to achieve enhanced earnings or effect cost
savings; |
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l | competition in our existing and potential future lines of business and the financial
resources of, and products available to, competitors; |
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l | failure to reduce quickly our substantial technology costs and other overhead costs,
if required, in response to a reduction in revenue in any future period, particularly
in our computer reservations, global distribution systems, vehicle rental and real
estate brokerage businesses; |
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l | our failure to provide fully integrated disaster recovery technology solutions in
the event of a disaster or other business interruption; |
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l | our ability to integrate and operate successfully acquired and merged businesses and
risks associated with such businesses, including the acquisitions of Orbitz, Inc.,
ebookers plc. and Gullivers Travel Associates, the compatibility of the operating
systems of the combining companies, and the degree to which our existing
administrative and back-office functions and costs and those of the acquired companies
are complementary or redundant; |
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l | our ability to divest the operations of our Marketing Services division on
economically acceptable terms, which will depend upon a number of factors, including
due diligence, negotiation of definitive documentation, the ability of prospective
purchasers to obtain financing, the results and prospects of the Marketing Services
division and receipt of any necessary consents and/or regulatory approvals; |
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l | our ability to obtain financing on acceptable terms to finance our growth strategy
and to operate within the limitations imposed by financing arrangements and to
maintain our credit ratings; |
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l | in relation to our assets under management programs, (i) the deterioration in
the performance of the underlying assets of such programs and (ii) our inability
to access the secondary market for certain of our securitization facilities and to act
as servicer thereto, which could occur in the event that our credit ratings are
downgraded below investment grade and, in certain circumstances, where we fail to meet
certain financial ratios; |
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l | competitive and pricing pressures in the travel industry, including the car rental
and global distribution services industries; |
1
l | changes in the vehicle manufacturer repurchase arrangements in our Avis and Budget
car rental business, including but not limited to the failure of the manufacturers to
meet their obligations under such arrangements, or changes in the credit quality of
such vehicle manufacturers, each of which could have a material adverse effect on our
results and the principal financing program for our car rental business; |
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l | filing of bankruptcy by, or the loss of business from, any of our significant
customers, including our airline customers, and the ultimate disposition of any such
bankruptcy, including the bankruptcy reorganization of UAL Corporation; |
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l | changes in laws and regulations, including changes in global distribution services
rules, telemarketing and timeshare sales regulations and real estate related
regulations, state, federal and international tax laws and privacy policy regulation;
and |
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l | changes in accounting principles and/or business practices that may result in
changes in the method in which we account for transactions and may affect
comparability between periods and changes to the estimates and assumptions that we use
to prepare our financial statements due to subsequent developments, such as court or
similar rulings and actual experience. |
Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control.
You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
2
PART I FINANCIAL INFORMATION
Item 1. | Financial Statements |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Cendant Corporation
New York, New York
We have reviewed the accompanying consolidated condensed balance sheet of Cendant Corporation and subsidiaries (the Company) as of March 31, 2005, the related consolidated condensed statement of stockholders equity for the three-month period ended March 31, 2005, and the related consolidated condensed statements of income and cash flows for the three-month periods ended March 31, 2005 and 2004. These interim financial statements are the responsibility of the Companys management.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such consolidated condensed interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2004, and the related consolidated statements of income, stockholders equity, and cash flows for the year then ended prior to presenting certain subsidiaries as discontinued operations (not presented herein); and in our report dated February 28, 2005, we expressed an unqualified opinion (which included an explanatory paragraph with respect to the revised earnings per share calculations for all prior periods presented to include the dilutive effect of certain contingently convertible debt securities, the adoption of the fair value method of accounting for stock-based compensation and the adoption of the consolidation provisions for variable interest entities in 2003, as discussed in Note 2 to the consolidated financial statements) on those consolidated financial statements. We also audited the adjustments described in Note 3 of the consolidated condensed interim financial statements that were applied to recast the December 31, 2004 balance sheet of the Company. In our opinion, such adjustments were appropriate and have been applied properly and the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 2004 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/ Deloitte & Touche LLP
New York, New York
May 4, 2005
3
Cendant Corporation and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions, except per share data)
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Revenues |
||||||||
Service fees and membership, net |
$ | 2,756 | $ | 2,497 | ||||
Vehicle-related |
1,089 | 1,001 | ||||||
Other |
32 | 42 | ||||||
Net revenues |
3,877 | 3,540 | ||||||
Expenses |
||||||||
Operating |
2,252 | 2,050 | ||||||
Vehicle depreciation, lease charges and interest, net |
324 | 311 | ||||||
Marketing and reservation |
424 | 355 | ||||||
General and administrative |
336 | 333 | ||||||
Non-program related depreciation and amortization |
137 | 111 | ||||||
Non-program related interest expense (income), net |
(18 | ) | 77 | |||||
Acquisition and integration related costs: |
||||||||
Amortization of pendings and listings |
3 | 4 | ||||||
Other |
11 | 3 | ||||||
Restructuring and transaction-related charges |
49 | | ||||||
Valuation charge associated with PHH spin-off |
180 | | ||||||
Total expenses |
3,698 | 3,244 | ||||||
Income before income taxes and minority interest |
179 | 296 | ||||||
Provision for income taxes |
115 | 92 | ||||||
Minority interest, net of tax |
1 | 4 | ||||||
Income from continuing operations |
63 | 200 | ||||||
Income (loss) from discontinued operations, net of tax |
(8 | ) | 241 | |||||
Loss on disposal of discontinued operations, net of tax: |
||||||||
Valuation and transaction-related charges associated with PHH
spin-off |
(312 | ) | | |||||
Gain on disposal of Wright Express Corporation |
175 | | ||||||
Net income (loss) |
$ | (82 | ) | $ | 441 | |||
Earnings per share |
||||||||
Basic |
||||||||
Income from continuing operations |
$ | 0.06 | $ | 0.20 | ||||
Net income (loss) |
(0.08 | ) | 0.43 | |||||
Diluted |
||||||||
Income from continuing operations |
$ | 0.06 | $ | 0.19 | ||||
Net income (loss) |
(0.08 | ) | 0.42 |
See Notes to Consolidated Condensed Financial Statements.
4
Cendant Corporation and Subsidiaries
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions, except share data)
March 31, | December 31, | |||||||
2005 | 2004 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 1,341 | $ | 467 | ||||
Restricted cash |
127 | 370 | ||||||
Receivables, net |
1,311 | 1,237 | ||||||
Deferred income taxes |
1,289 | 385 | ||||||
Assets of discontinued operations |
1,139 | 6,639 | ||||||
Other current assets |
578 | 611 | ||||||
Total current assets |
5,785 | 9,709 | ||||||
Property and equipment, net |
1,627 | 1,685 | ||||||
Deferred income taxes |
876 | 2,192 | ||||||
Goodwill |
11,220 | 11,087 | ||||||
Other intangibles, net |
2,883 | 2,608 | ||||||
Other non-current assets |
411 | 591 | ||||||
Total assets exclusive of assets under programs |
22,802 | 27,872 | ||||||
Assets under management programs: |
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Program cash |
198 | 530 | ||||||
Relocation receivables |
725 | 720 | ||||||
Vehicle-related, net |
8,308 | 7,072 | ||||||
Timeshare-related, net |
2,437 | 2,385 | ||||||
Vacation rental |
242 | 254 | ||||||
Mortgage loans held for sale |
| 1,981 | ||||||
Mortgage servicing rights, net |
| 1,608 | ||||||
Other |
11 | 148 | ||||||
11,921 | 14,698 | |||||||
Total assets |
$ | 34,723 | $ | 42,570 | ||||
Liabilities and stockholders equity |
||||||||
Current liabilities: |
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Accounts payable and other current liabilities |
$ | 3,957 | $ | 4,089 | ||||
Current portion of long-term debt |
1,360 | 739 | ||||||
Liabilities of discontinued operations |
746 | 5,274 | ||||||
Deferred income |
345 | 335 | ||||||
Total current liabilities |
6,408 | 10,437 | ||||||
Long-term debt |
3,548 | 3,591 | ||||||
Deferred income |
279 | 285 | ||||||
Other non-current liabilities |
1,205 | 1,181 | ||||||
Total liabilities exclusive of liabilities under programs |
11,440 | 15,494 | ||||||
Liabilities under management programs: |
||||||||
Debt |
3,121 | 6,219 | ||||||
Debt due to Cendant Rental Car Funding (AESOP) LLCrelated
party |
7,149 | 5,935 | ||||||
Deferred income taxes |
1,818 | 2,200 | ||||||
Other |
| 27 | ||||||
12,088 | 14,381 | |||||||
Commitments and contingencies (Note 13) |
||||||||
Stockholders equity: |
||||||||
Preferred stock, $.01 par valueauthorized 10 million
shares; none issued and outstanding |
| | ||||||
CD common stock, $.01 par valueauthorized 2 billion
shares; issued 1,340,928,001 and 1,333,462,545 shares |
13 | 13 | ||||||
Additional paid-in capital |
12,167 | 12,091 | ||||||
Deferred compensation |
(259 | ) | (301 | ) | ||||
Retained earnings |
4,850 | 6,179 | ||||||
Accumulated other comprehensive income |
150 | 274 | ||||||
CD treasury stock, at cost289,362,715 and 282,135,978 shares |
(5,726 | ) | (5,561 | ) | ||||
Total stockholders equity |
11,195 | 12,695 | ||||||
Total liabilities and stockholders equity |
$ | 34,723 | $ | 42,570 | ||||
See Notes to Consolidated Condensed Financial Statements.
5
Cendant Corporation and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Operating Activities |
||||||||
Net income (loss) |
$ | (82 | ) | $ | 441 | |||
Adjustments to arrive at income from continuing operations |
145 | (241 | ) | |||||
Income from continuing operations |
63 | 200 | ||||||
Adjustments to reconcile income from continuing operations to net
cash provided by operating activities exclusive of management
programs: |
||||||||
Valuation charge associated with PHH spin-off |
180 | | ||||||
Non-program related depreciation and amortization |
137 | 111 | ||||||
Amortization of pendings and listings |
3 | 4 | ||||||
Net change in assets and liabilities, excluding the impact of
acquisitions and dispositions: |
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Receivables |
(225 | ) | (173 | ) | ||||
Income taxes and deferred income taxes |
93 | 34 | ||||||
Accounts payable and other current liabilities |
21 | (43 | ) | |||||
Other, net |
25 | 3 | ||||||
Net cash provided by operating activities exclusive of management
programs |
297 | 136 | ||||||
Management programs: |
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Vehicle depreciation |
250 | 227 | ||||||
Amortization and impairment of mortgage servicing rights |
101 | 264 | ||||||
Net gain on mortgage servicing rights and related derivatives |
(83 | ) | (171 | ) | ||||
Origination of timeshare-related assets |
(241 | ) | (234 | ) | ||||
Principal collection of investment in timeshare-related assets |
146 | 133 | ||||||
Origination of mortgage loans |
(2,062 | ) | (7,409 | ) | ||||
Proceeds on sale of and payments from mortgage loans held for sale |
2,150 | 7,399 | ||||||
Other |
5 | 1 | ||||||
266 | 210 | |||||||
Net cash provided by operating activities |
563 | 346 | ||||||
Investing Activities |
||||||||
Property and equipment additions |
(78 | ) | (91 | ) | ||||
Net assets acquired, net of cash acquired, and acquisition-related
payments |
(455 | ) | (123 | ) | ||||
Proceeds received on asset sales |
6 | 18 | ||||||
Proceeds from dispositions of businesses, net of transaction-related
payments |
958 | 42 | ||||||
Other, net |
21 | 45 | ||||||
Net cash provided by (used in) investing activities exclusive of
management programs |
452 | (109 | ) | |||||
Management programs: |
||||||||
Decrease (increase) in program cash |
(143 | ) | 144 | |||||
Investment in vehicles |
(3,270 | ) | (2,700 | ) | ||||
Payments received on investment in vehicles |
1,777 | 1,260 | ||||||
Equity advances on homes under management |
(1,003 | ) | (1,199 | ) | ||||
Repayment of advances on homes under management |
1,000 | 1,218 | ||||||
Additions to mortgage servicing rights |
(23 | ) | (102 | ) | ||||
Cash received on derivatives related to mortgage servicing rights,
net |
44 | 204 | ||||||
Other, net |
(9 | ) | 39 | |||||
(1,627 | ) | (1,136 | ) | |||||
Net cash used in investing activities |
(1,175 | ) | (1,245 | ) | ||||
Financing Activities |
||||||||
Proceeds from borrowings |
| 19 | ||||||
Principal payments on borrowings |
(63 | ) | (10 | ) | ||||
Net short-term borrowings under revolving credit agreement |
660 | | ||||||
Issuances of common stock |
120 | 207 | ||||||
Repurchases of common stock |
(231 | ) | (612 | ) | ||||
Payment of dividends |
(96 | ) | (72 | ) | ||||
Cash reduction due to spin-off of PHH |
(259 | ) | | |||||
Other, net |
2 | (1 | ) | |||||
Net cash provided by (used in) financing activities exclusive of
management programs |
133 | (469 | ) | |||||
Management programs: |
||||||||
Proceeds from borrowings |
3,846 | 3,039 | ||||||
Principal payments on borrowings |
(2,451 | ) | (2,039 | ) | ||||
Net change in short-term borrowings |
(39 | ) | 129 | |||||
Other, net |
(6 | ) | (4 | ) | ||||
1,350 | 1,125 | |||||||
Net cash provided by financing activities |
1,483 | 656 | ||||||
Effect of changes in exchange rates on cash and cash equivalents |
(27 | ) | (14 | ) | ||||
Cash provided by discontinued operations |
30 | 43 | ||||||
Net increase (decrease) in cash and cash equivalents |
874 | (214 | ) | |||||
Cash and cash equivalents, beginning of period |
467 | 746 | ||||||
Cash and cash equivalents, end of period |
$ | 1,341 | $ | 532 | ||||
See Notes to Consolidated Condensed Financial Statements.
6
Cendant Corporation and Subsidiaries
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS EQUITY
(In millions)
Accumulated | ||||||||||||||||||||||||||||||||||||
Additional | Other | Treasury | Total | |||||||||||||||||||||||||||||||||
Common Stock | Paid-In | Deferred | Retained | Comprehensive | Stock | Stockholders' | ||||||||||||||||||||||||||||||
Shares | Amount | Capital | Compensation | Earnings | Income | Shares | Amount | Equity | ||||||||||||||||||||||||||||
Balance at January 1, 2005 |
1,333 | $ | 13 | $ | 12,091 | $ | (301 | ) | $ | 6,179 | $ | 274 | (282 | ) | $ | (5,561 | ) | $ | 12,695 | |||||||||||||||||
Comprehensive loss: |
||||||||||||||||||||||||||||||||||||
Net loss |
| | | | (82 | ) | | | | |||||||||||||||||||||||||||
Currency translation adjustment, including tax of $68 |
| | | | | (103 | ) | | | |||||||||||||||||||||||||||
Unrealized gains on cash flow hedges, net of tax of $9 |
| | | | | 14 | | | ||||||||||||||||||||||||||||
Unrealized losses on available-for-sale securities, net of tax of $(1) |
| | | | | (3 | ) | | | |||||||||||||||||||||||||||
Reclassification for realized holding gains on available-for-sale
securities, net of tax of $(7) |
| | | | | (11 | ) | | | |||||||||||||||||||||||||||
Minimum pension liability adjustment, net of tax of $(7) |
| | | | | (10 | ) | | | |||||||||||||||||||||||||||
Total comprehensive loss |
(195 | ) | ||||||||||||||||||||||||||||||||||
Net activity related to restricted stock units |
| | (27 | ) | 42 | | | | | 15 | ||||||||||||||||||||||||||
Exercise of stock options |
7 | | 51 | | | | 3 | 56 | 107 | |||||||||||||||||||||||||||
Tax benefit from exercise of stock options |
| | 44 | | | | | | 44 | |||||||||||||||||||||||||||
Repurchases of CD common stock |
| | | | | | (10 | ) | (228 | ) | (228 | ) | ||||||||||||||||||||||||
Payment of dividends |
| | | | (96 | ) | | | | (96 | ) | |||||||||||||||||||||||||
Dividend of PHH Corporation |
| | | | (1,639 | ) | (11 | ) | | | (1,650 | ) | ||||||||||||||||||||||||
Adjustment to offset PHH valuation charge included in net loss |
| | | | 488 | | | | 488 | |||||||||||||||||||||||||||
Other |
1 | | 8 | | | | | 7 | 15 | |||||||||||||||||||||||||||
Balance at March 31, 2005 |
1,341 | $ | 13 | $ | 12,167 | $ | (259 | ) | $ | 4,850 | $ | 150 | (289 | ) | $ | (5,726 | ) | $ | 11,195 | |||||||||||||||||
See Notes to Consolidated Condensed Financial Statements.
7
Cendant Corporation and Subsidiaries
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions, except per share amounts)
1. | Basis of Presentation and Recently Issued Accounting Pronouncements |
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Basis of Presentation |
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Cendant Corporation is a global provider of travel and real estate services. The accompanying
unaudited Consolidated Condensed Financial Statements include the accounts and transactions of
Cendant Corporation and its subsidiaries (Cendant), as well as entities in which Cendant
directly or indirectly has a controlling financial interest (collectively, the Company). The
Company operates in the following business segments: |
l | Real Estate Servicesfranchises the real estate brokerage businesses of four
residential and one commercial brands, provides real estate brokerage services,
facilitates employee relocations and provides home buyers with title and closing
services. |
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l | Mortgage Servicesprovided home buyers with mortgage lending services (this
business was disposed of in January 2005See Note 2Spin-off of PHH
Corporation). |
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l | Hospitality Servicesfacilitates the exchange of vacation ownership interests,
franchises eight lodging brands and markets vacation rental properties. |
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l | Timeshare Resortsdevelops and sells vacation ownership interests, provides
consumer financing to individuals purchasing these interests and manages resort
properties. |
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l | Vehicle Rentaloperates and franchises the Companys car and truck rental brands. |
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l | Travel Distribution Servicesprovides global distribution services for the travel
industry, corporate and consumer online travel services and travel agency services. |
In presenting the Consolidated Condensed Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In managements opinion, the Consolidated Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These financial statements should be read in conjunction with the Companys 2004 Annual Report on Form 10-K filed on March 1, 2005 and Current Report on Form 8-K filed on May 5, 2005.
The Company adopted the above segment reporting structure in 2005 as a result of a reevaluation performed subsequent to (i) the completion of an initial public offering (IPO) of Jackson Hewitt Tax Service Inc. (Jackson Hewitt) in June 2004, for which the Company raised approximately $770 million in proceeds; (ii) the completion of a spin-off of the Companys mortgage, fleet leasing and appraisal businesses in January 2005 in a distribution of the common stock of PHH Corporation (PHH) to the Companys stockholders (a more detailed description of this transaction can be found in Note 2Spin-off of PHH Corporation); (iii) the completion of an IPO of Wright Express Corporation (Wright Express) in February 2005, for which the Company raised approximately $965 million of proceeds; and (iv) the formal approval by the Companys Board of Directors in March 2005 to dispose of its Marketing Services division, which is comprised of the Companys individual membership and loyalty/insurance marketing businesses and of which the Company anticipates a sale will be completed during third quarter 2005.
Discontinued Operations. Pursuant to Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the account balances and activities of Wright Express, the Companys fleet leasing and appraisal businesses, the Marketing Services division and Jackson Hewitt have been segregated and reported as discontinued operations for all periods presented. The Companys mortgage business cannot be classified as a discontinued operation due to the Companys participation in a mortgage origination venture that was established with PHH in connection with the spin-off. Summarized financial data for the aforementioned disposed businesses are provided in Note 3Discontinued Operations.
Management Programs. The Company presents separately the financial data of its management programs. These programs are distinct from the Companys other activities as the assets are generally funded through the issuance of debt that is collateralized by such assets. The income generated by these assets is used, in part, to repay the principal and interest associated with the debt. Cash inflows and outflows relating to the generation or acquisition of such assets and the principal debt repayment or financing of such assets are classified as activities of management programs. The Company
8
believes it is appropriate to segregate the financial data of its management programs because, ultimately, the source of repayment of such debt is the realization of such assets.
Recently Issued Accounting Pronouncements
Conditional Asset Retirement Obligations. On March 30, 2005, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47), which clarifies that conditional asset retirement obligations are within the scope of SFAS No. 143, Accounting for Asset Retirement Obligations. FIN 47 requires the Company to recognize a liability for the fair value of conditional asset retirement obligations if the fair value of the liability can be reasonably estimated. The Company expects to adopt the provisions of FIN 47 in fourth quarter 2005, as required, and is currently assessing the impact of its adoption.
Exchanges of Nonmonetary Assets. In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. The Company expects to adopt this standard as of January 1, 2006, as required, and is currently assessing the impact of its adoption.
Timeshare Transactions. In December 2004, the FASB issued SFAS No. 152, Accounting for Real Estate Time-Sharing Transactions, in connection with the previous issuance of the American Institute of Certified Public Accountants Statement of Position No. 04-2, Accounting for Real Estate Time-Sharing Transactions (SOP 04-2). The Company expects to adopt the provisions of SFAS No. 152 and SOP 04-2 effective January 1, 2006 and anticipates recording an after tax charge in the range of $40 million to $70 million on such date as a cumulative effect of an accounting change. The Company is evaluating actions that may mitigate such impact. There is no expected impact to cash flow from the adoption.
Stock-Based Compensation. In December 2004, the FASB issued SFAS No. 123R, Share Based Payment, which eliminates the alternative to measure stock-based compensation awards using the intrinsic value approach permitted by Accounting Principles Board Opinion No. 25 and by SFAS No. 123, Accounting for Stock-Based Compensation. The Company will adopt SFAS No. 123R on January 1, 2006, as required by the Securities and Exchange Commission. Although the Company has not yet completed its assessment of adopting SFAS No. 123R, it does not believe that such adoption will significantly affect its earnings, financial position or cash flows since the Company does not use the alternative intrinsic value approach.
2. | Spin-off of PHH Corporation |
As previously discussed, on January 31, 2005, the Company completed the spin-off of its former mortgage, fleet leasing and appraisal businesses in a tax-free distribution to the Companys stockholders of one share of PHH common stock per every twenty shares of Cendant common stock held on January 19, 2005. As a result, the Companys total stockholders equity was reduced by approximately $1.65 billion during first quarter 2005 (see the Consolidated Condensed Statement of Stockholders Equity).
Pursuant to SFAS No. 144, the Company was required to perform an impairment analysis upon completion of the PHH spin-off. Accordingly, the Company recorded a non-cash impairment charge of $488 million in first quarter 2005, to reflect the difference between PHHs carrying value and PHHs initial market value, as determined by the average trading price of PHH common stock on February 1, 2005. The charge was recorded as a reduction to net income with an offsetting increase to retained earnings since the impaired assets had been disposed of on January 31, 2005. Of the $488 million total charge, approximately $180 million ($0.17 per diluted share) was allocated to the mortgage business and, therefore, recorded within continuing operations. The remaining charge, approximately $308 million ($0.29 per diluted share), was allocated to the fleet leasing and appraisal businesses and, therefore, recorded within discontinued operations. There were no tax benefits recorded in connection with these charges as such charges are not tax deductible.
Similarly, the Company incurred $7 million of transaction costs during first quarter 2005 associated with the PHH spin-off, of which $3 million was allocated to continuing operations (which is recorded within the restructuring and transaction-related costs line item on the Consolidated Condensed Statement of Income within the Mortgage Services segment) and $4 million was allocated to discontinued operations (which is recorded within the valuation charge associated with the PHH spin-off line item on the Companys Consolidated Condensed Statement of Income). There were no tax benefits recorded in connection with these charges as such charges are not tax deductible.
The account balances and activities of the Companys former fleet leasing and appraisal businesses, as well as the $308 million impairment charge described above and $4 million of transaction costs also described above, have been presented as discontinued operations (see Note 3Discontinued Operations for summary financial data for these entities). However, as previously discussed, the Companys mortgage business cannot be classified as a discontinued operation.
9
The Company has also entered into a mortgage origination venture with PHH to continue to participate in the earnings generated from originating mortgages for customers of its real estate brokerage and relocation businesses. PHH will manage this venture, which is expected to commence operations in mid-2005. The Companys proportionate share of the ventures results of operations will be recorded within the Real Estate Services segment.
3. | Discontinued Operations |
Summarized statement of income data for discontinued operations are as follows (through the date of disposition for Wright Express and the fleet and appraisal businesses):
Three Months Ended March 31, 2005
Fleet and | Marketing | |||||||||||||||
Wright | Appraisal | Services | ||||||||||||||
Express | Businesses (*) | Division | Total | |||||||||||||
Net revenues |
$ | 29 | $ | 134 | $ | 337 | $ | 500 | ||||||||
Income (loss) before income taxes |
$ | (7 | ) | $ | 7 | $ | 27 | $ | 27 | |||||||
Provision (benefit) for income taxes |
(3 | ) | 28 | 10 | 35 | |||||||||||
Income (loss) from discontinued operations, net of tax |
$ | (4 | ) | $ | (21 | ) | $ | 17 | $ | (8 | ) | |||||
Gain (loss) on disposal of discontinued operations |
$ | 501 | $ | (312 | ) | $ | 189 | |||||||||
Provision for income taxes |
326 | | 326 | |||||||||||||
Gain (loss) on disposal of discontinued operations, net of tax |
$ | 175 | $ | (312 | ) | $ | (137 | ) | ||||||||
(*) | The provision for income taxes reflects a $24 million charge
associated with separating the appraisal business from the Company in
connection with the spin-off. |
Three Months Ended March 31, 2004
Fleet and | Marketing | |||||||||||||||||||
Jackson | Wright | Appraisal | Services | |||||||||||||||||
Hewitt | Express | Businesses | Division (*) | Total | ||||||||||||||||
Net revenues |
$ | 169 | $ | 43 | $ | 372 | $ | 357 | $ | 941 | ||||||||||
Income before income taxes |
$ | 106 | $ | 17 | $ | 24 | $ | 61 | $ | 208 | ||||||||||
Provision (benefit) for income taxes |
42 | 6 | 10 | (91 | ) | (33 | ) | |||||||||||||
Income from discontinued operations, net of tax |
$ | 64 | $ | 11 | $ | 14 | $ | 152 | $ | 241 | ||||||||||
(*) | The benefit for income taxes reflects the reversal of a
valuation allowance of $121 million by TRL Group associated with
federal and state deferred tax assets, partially offset by a $13
million cash payment the Company made to TRL Group in connection with
the January 2004 contract termination transaction. |
10
Summarized balance sheet data for discontinued operations are as follows:
As of | ||||||||||||||||||||
March 31, 2005 | As of December 31, 2004 | |||||||||||||||||||
Marketing | Fleet and | Marketing | ||||||||||||||||||
Services | Wright | Appraisal | Services | |||||||||||||||||
Division | Express | Businesses | Division | Total | ||||||||||||||||
Assets of discontinued operations: |
||||||||||||||||||||
Current assets |
$ | 428 | $ | 72 | $ | 334 | $ | 388 | $ | 794 | ||||||||||
Property and equipment, net |
95 | 37 | 36 | 84 | 157 | |||||||||||||||
Goodwill |
255 | 135 | 447 | 256 | 838 | |||||||||||||||
Assets under management programs |
| 419 | 3,958 | | 4,377 | |||||||||||||||
Other assets |
361 | 22 | 99 | 352 | 473 | |||||||||||||||
Total assets of discontinued operations |
$ | 1,139 | $ | 685 | $ | 4,874 | $ | 1.080 | $ | 6,639 | ||||||||||
Liabilities of discontinued operations: |
||||||||||||||||||||
Current liabilities |
$ | 722 | $ | 213 | $ | 219 | $ | 738 | $ | 1,170 | ||||||||||
Liabilities under management programs |
| 215 | 3,838 | | 4,053 | |||||||||||||||
Other liabilities |
24 | 6 | 25 | 20 | 51 | |||||||||||||||
Total liabilities of discontinued operations |
$ | 746 | $ | 434 | $ | 4,082 | $ | 758 | $ | 5,274 | ||||||||||
11
4. | Earnings Per Share |
The following table sets forth the computation of basic and diluted earnings per share (EPS).
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Income from continuing operations |
$ | 63 | $ | 200 | ||||
Income (loss) from discontinued operations |
(8 | ) | 241 | |||||
Loss on disposal of discontinued operations: |
||||||||
Valuation and transaction-related charges associated with PHH
spin-off |
(312 | ) | | |||||
Gain on disposal of Wright Express Corporation |
175 | | ||||||
Net income (loss) |
$ | (82 | ) | $ | 441 | |||
Basic weighted average shares outstanding |
1,053 | 1,015 | ||||||
Stock options, warrants and non-vested shares |
26 | 34 | ||||||
Convertible debt (*) |
| 10 | ||||||
Diluted weighted average shares outstanding |
1,079 | 1,059 | ||||||
Earnings per share: |
||||||||
Basic |
||||||||
Income from continuing operations |
$ | 0.06 | $ | 0.20 | ||||
Income (loss) from discontinued operations |
(0.01 | ) | 0.23 | |||||
Loss on disposal of discontinued operations: |
||||||||
Valuation and transaction-related charges associated with PHH
spin-off |
(0.30 | ) | | |||||
Gain on disposal of Wright Express Corporation |
0.17 | | ||||||
Net income (loss) |
$ | (0.08 | ) | $ | 0.43 | |||
Diluted |
||||||||
Income from continuing operations |
$ | 0.06 | $ | 0.19 | ||||
Income (loss) from discontinued operations |
(0.01 | ) | 0.23 | |||||
Loss on disposal of discontinued operations: |
||||||||
Valuation and transaction-related charges associated with PHH
spin-off |
(0.29 | ) | | |||||
Gain on disposal of Wright Express Corporation |
0.16 | | ||||||
Net income (loss) |
$ | (0.08 | ) | $ | 0.42 | |||
(*) | Represents the dilutive impact of the Companys zero coupon
senior convertible contingent notes for the period during which the
contingency provisions were satisfied (January 1 through February
13, 2004). The impact of the conversion on February 13, 2004 into
shares of CD common stock is reflected within basic EPS from the
conversion date forward. |
The following table summarizes the Companys outstanding common stock equivalents that were antidilutive and therefore excluded from the computation of diluted EPS.
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Options (a) |
24 | 23 | ||||||
Upper DECS (b) |
| 38 |
(a) | The number of antidilutive options as of March 31, 2005
remained consistent as the effect of a decrease in the average stock price for first quarter 2005
($21.69) compared with the same period in 2004 ($22.97) was offset by the effect of a reduction
in the total number of options outstanding (29 million). The weighted average exercise price
for antidilutive options at March 31, 2005 and 2004 was $28.62 and $29.89, respectively. |
|
(b) | Represents the shares that were issuable under the forward
purchase contract component of the Companys Upper DECS securities prior to the settlement of
such securities on August 17, 2004, at which time the Company issued 38 million shares of
Cendant common stock. Diluted EPS for first quarter 2004 does not reflect these shares, as the
Upper DECS were antidilutive during such period (since the appreciation price of $28.42 was
greater than the average price of Cendant common stock). |
5. | Acquisitions |
Assets acquired and liabilities assumed in business combinations were recorded on the Companys Consolidated Condensed Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The
12
results of operations of businesses acquired by the Company have been included in the Companys Consolidated Condensed Statements of Income since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives final information, including appraisals and other analyses. Revisions to the fair values, which may be significant, will be recorded by the Company as further adjustments to the purchase price allocations. The Company is also in the process of integrating the operations of all its acquired businesses and expects to incur costs relating to such integrations. These costs may result from integrating operating systems, relocating employees, closing facilities, reducing duplicative efforts and exiting and consolidating other activities. These costs will be recorded on the Companys Consolidated Condensed Balance Sheets as adjustments to the purchase price or on the Companys Consolidated Condensed Statements of Income as expenses, as appropriate.
Gullivers Travel Associates. On December 16, 2004, the Company agreed to acquire Donvand Limited, which operates under the names Gullivers Travel Associates and Octopus Travel Group Limited (collectively, Gullivers), for approximately $1.1 billion in cash, net of estimated cash acquired. Gullivers is a wholesaler of hotel rooms, destination services, travel packages and group tours and a global online provider of lodging and destination services, selling directly to consumers as well as through third party affiliates and airlines. The acquisition closed on April 1, 2005 (see Note 17Subsequent Events).
ebookers plc. On February 28, 2005, the Company acquired ebookers plc (ebookers), a travel agency with Web sites servicing 13 European countries offering a wide range of discount and standard price travel products including airfares, hotels, car rental, cruises and travel insurance. The preliminary allocation of the purchase price is summarized as follows:
Amount | ||||
Cash consideration |
$ | 435 | ||
Transaction costs and expenses |
12 | |||
Total purchase price |
447 | |||
Less: Historical value of liabilities assumed in excess of assets
acquired |
(43 | ) | ||
Less: Fair value adjustments |
239 | |||
Excess purchase price over fair value of assets acquired and
liabilities assumed |
$ | 251 | ||
The fair value adjustments included in the preliminary allocation of the purchase price above primarily consisted of:
Amount | ||||
Allocation of purchase price to intangible assets (a) |
$ | 267 | ||
Costs associated with exiting activities (b) |
(21 | ) | ||
Other fair value adjustments |
(7 | ) | ||
Total fair value adjustments |
$ | 239 | ||
(a) | Represents a preliminary estimate of intangible assets
acquired, which are being amortized over a weighted average life of seven years. |
|
(b) | As part of the acquisition, the Company has established
liabilities for estimated costs to involuntarily terminate certain ebookers employees ($14 million)
and to terminate certain lease obligations ($7 million). As of March 31, 2005,
there have been no adjustments made to the initial liabilities established. |
13
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in connection with the Companys acquisition of ebookers:
Amount | ||||
Cash |
$ | 82 | ||
Other current assets |
23 | |||
Property and equipment |
19 | |||
Intangible assets |
267 | |||
Goodwill |
251 | |||
Total assets acquired |
642 | |||
Total current liabilities |
167 | |||
Total non-current liabilities |
28 | |||
Total liabilities assumed |
195 | |||
Net assets acquired |
$ | 447 | ||
The goodwill, of which approximately half is expected to be deductible for tax purposes, was assigned to the Companys Travel Distribution Services segment. As previously discussed, the preliminary allocation of the purchase price is subject to revision as analyses are finalized. The Company continues to gather information and consult with third party experts concerning the valuation of its assets acquired and liabilities assumed (including the identified intangible assets and their associated lives). This acquisition was not significant to the Companys results of operations, financial position or cash flows.
Other. During 2005, the Company also acquired five real estate brokerage operations through its wholly-owned subsidiary, NRT Incorporated (NRT), for approximately $24 million in cash, which resulted in goodwill (based on the preliminary allocation of the purchase price) of $22 million that was assigned to the Companys Real Estate Services segment. The acquisition of real estate brokerages by NRT is a core part of its growth strategy. In addition, the Company acquired nine other individually non-significant businesses during 2005 for aggregate consideration of approximately $18 million in cash, which resulted in goodwill (based on the preliminary allocation of the purchase price) of $13 million that was assigned to the Companys Travel Distribution Services ($8 million), Hospitality Services ($4 million) and Real Estate Services ($1 million) segments. These acquisitions were not significant to the Companys results of operations, financial position or cash flows.
Orbitz, Inc. On November 12, 2004, the Company acquired Orbitz, Inc. (Orbitz), an online travel company.
The preliminary allocation of the purchase price as of March 31, 2005 is summarized as follows:
Amount | ||||
Cash consideration |
$ | 1,223 | ||
Fair value of converted options |
2 | |||
Transaction costs and expenses |
35 | |||
Total purchase price |
1,260 | |||
Less: Historical value of assets acquired in excess of liabilities
assumed |
204 | |||
Less: Fair value adjustments (*) |
414 | |||
Excess purchase price over fair value of assets acquired and
liabilities assumed |
$ | 642 | ||
(*) | Reflects an increase of $83 million from the
December 31, 2004 amount. Such change principally relates to greater value assigned to
identifiable intangible assets and property and equipment. |
14
The fair value adjustments included in the preliminary allocation of the purchase price above primarily consisted of:
Amount | ||||
Allocation of purchase price to identifiable intangible assets (a) |
$ | 232 | ||
Deferred tax assets for book-tax basis differences |
461 | |||
Costs associated with exiting activities (b) |
(15 | ) | ||
Fair value adjustments to: |
||||
Assets acquired |
44 | |||
Liabilities assumed (c) |
(308 | ) | ||
Total fair value adjustments |
$ | 414 | ||
(a) | Represents (i) $181 million of indefinite-lived trademarks associated with the Companys exclusive right to use the Orbitz name
and (ii) $51 million of customer relationships with a
weighted average life of eight years. |
|
(b) | As part of the acquisition, the Companys management formally committed
to various strategic initiatives primarily aimed at creating synergies between the cost
structures of the Company and Orbitz, which will be achieved through the involuntary termination
of certain Orbitz employees. The Company formally communicated the termination of employment to
approximately 40 employees, representing a wide range of employee groups, and as of March 31,
2005, the Company had terminated substantially all of these employees. As a result of these
actions, the Company established a liability of $15 million related to personnel-related
costs. As of March 31, 2005, cash payments and other reductions of $11 million and $1 million,
respectively, of which $3 million and $1 million, respectively, was recorded
during the three months ended March 31, 2005, had been made to reduce such liability. The
Company anticipates the remainder of the personnel-related costs will be paid during 2005. |
|
(c) | Primarily represents (i) amounts due to former Orbitz owners
related to a pre-existing tax-sharing agreement for which the Company has determined payment is
probable as a result of its expected utilization of Orbitz tax benefits (Orbitz had not
established a liability for this tax-sharing agreement as it did not expect to be able to utilize
the associated benefits within the statutory periods) and (ii) costs associated with certain
Orbitz contracts containing above-market terms. |
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in connection with the Companys acquisition of Orbitz:
Amount | ||||
Cash |
$ | 160 | ||
Other current assets |
92 | |||
Property and equipment |
68 | |||
Intangible assets |
232 | |||
Goodwill |
642 | |||
Other non-current assets |
498 | |||
Total assets acquired |
1,692 | |||
Total current liabilities |
103 | |||
Total non-current liabilities |
329 | |||
Total liabilities assumed |
432 | |||
Net assets acquired |
$ | 1,260 | ||
The goodwill, all of which is expected to be deductible for tax purposes, was assigned to the Companys Travel Distribution Services segment. As previously discussed, the preliminary allocation of the purchase price is subject to revision as analyses are finalized. The Company continues to gather information and consult with third party experts concerning the valuation of its assets acquired and liabilities assumed (including the identified intangible assets and their associated lives). This acquisition was not significant to the Companys results of operations, financial position or cash flows.
Acquisition and Integration Related Costs
During the quarters ended March 31, 2005 and 2004, the Company incurred acquisition and
integration related costs of $14 million and $7 million, respectively, of which $3 million
and $4 million, respectively, represented amortization of its contractual pendings
and listings intangible assets acquired in connection with the acquisitions of real estate
brokerages. The remaining costs of $11 million in first quarter 2005 were incurred
principally to combine the internet booking technology of the Companys Orbitz, ebookers and
Cheap Tickets businesses into one common platform and to merge certain booking and
distribution functionality within the Companys recently acquired travel distribution
businesses. The remaining costs of $3 million in first quarter 2004 primarily related to
the integration of Budgets information technology systems with the Companys platform.
15
6. | Intangible Assets |
Intangible assets consisted of:
As of March 31, 2005 | As of December 31, 2004 | |||||||||||||||||||||||
Gross | Net | Gross | Net | |||||||||||||||||||||
Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | |||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||
Amortized Intangible Assets |
||||||||||||||||||||||||
Franchise agreements |
$ | 1,154 | $ | 375 | $ | 779 | $ | 1,154 | $ | 366 | $ | 788 | ||||||||||||
Customer lists |
427 | 131 | 296 | 427 | 125 | 302 | ||||||||||||||||||
Customer relationships |
73 | 4 | 69 | 43 | 1 | 42 | ||||||||||||||||||
Below market contracts acquired |
52 | 10 | 42 | 56 | 12 | 44 | ||||||||||||||||||
License agreement |
47 | 2 | 45 | 47 | 2 | 45 | ||||||||||||||||||
Other (*) |
248 | 9 | 239 | 58 | 9 | 49 | ||||||||||||||||||
$ | 2,001 | $ | 531 | $ | 1,470 | $ | 1,785 | $ | 515 | $ | 1,270 | |||||||||||||
Unamortized Intangible Assets |
||||||||||||||||||||||||
Goodwill |
$ | 11,220 | $ | 11,087 | ||||||||||||||||||||
Trademarks |
$ | 1,413 | $ | 1,338 | ||||||||||||||||||||
(*) | The change in the balance at March 31, 2005
principally relates to the preliminary allocation of ebookers purchase price to intangible
assets. The Company continues to gather information and consult with third party experts
concerning the valuation and associated lives of the acquired intangible assets. |
Goodwill | Adjustments | Foreign | ||||||||||||||||||
Balance at | Acquired | to Goodwill | Exchange | Balance at | ||||||||||||||||
January 1, | during | Acquired | and | March 31, | ||||||||||||||||
2005 | 2005 | during 2004 | Other | 2005 | ||||||||||||||||
Real Estate Services |
$ | 2,913 | $ | 23 | (a) | $ | | $ | 15 | (e) | $ | 2,951 | ||||||||
Mortgage Services |
64 | | | (64 | )(f) | | ||||||||||||||
Hospitality Services |
1,320 | 4 | (b) | 1 | (14 | )(g) | 1,311 | |||||||||||||
Timeshare Resorts |
1,305 | | | | 1,305 | |||||||||||||||
Vehicle Rental |
2,132 | | | (3 | )(h) | 2,129 | ||||||||||||||
Travel Distribution Services |
3,353 | 259 | (c) | (86 | )(d) | (2 | )(g) | 3,524 | ||||||||||||
Total Company |
$ | 11,087 | $ | 286 | $ | (85 | ) | $ | (68 | ) | $ | 11,220 | ||||||||
(a) | Primarily relates to the acquisitions of real estate
brokerages by NRT (January 2005 and forward). |
|
(b) | Primarily relates to the acquisition of a vacation rental company (March 2005). |
|
(c) | Primarily relates to the acquisition of ebookers (see Note 5Acquisitions). |
|
(d) | Primarily relates to the acquisition of Orbitz (see Note 5Acquisitions). |
|
(e) | Primarily relates to earnout payments for acquisitions of real estate
brokerages by NRT and the reallocation to the Real Estate Services segment of goodwill recorded
within the Mortgage Services segment at December 31, 2004 as a result of the spin-off of PHH. |
|
(f) | Represents goodwill of the Companys mortgage business, which was
disposed of on January 31, 2005 (see Note 2Spin-off of PHH Corporation). |
|
(g) | Primarily relates to foreign exchange translation adjustments. |
|
(h) | Relates to changes in tax basis of acquired assets. |
16
Amortization expense relating to all intangible assets was as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Franchise agreements |
$ | 9 | $ | 9 | ||||
Customer lists |
6 | 6 | ||||||
Customer relationships |
4 | | ||||||
Below market contracts acquired |
1 | | ||||||
Other (*) |
5 | 5 | ||||||
Total |
$ | 25 | $ | 20 | ||||
(*) | Includes pendings and listings amortization expense
during the three months ended March 31, 2005 and 2004 of $3 million and $4 million,
respectively. |
Based on the Companys amortizable intangible assets as of March 31, 2005, the Company expects related amortization expense for the remainder of 2005 and the five succeeding fiscal years to approximate $70 million, $100 million, $90 million, $80 million, $80 million and $80 million, respectively.
7. | Restructuring and Transaction-Related Charges |
During first quarter 2005, the Company recorded $49 million of restructuring and transaction-related charges, of which $46 million was incurred as a result of restructuring activities undertaken following the PHH spin-off and the IPO of Wright Express and $3 million relates to transaction costs incurred in connection with the PHH spin-off.
Restructuring Charges
During first quarter 2005, the Company committed to various strategic initiatives targeted
principally at reducing costs, enhancing organizational efficiency and consolidating and
rationalizing existing processes and facilities. The more significant areas of cost reduction
include the closure of a call center and field locations of the Companys truck rental
business, consolidation of processes and offices in the Companys real estate brokerage
business and reductions in staff within the Travel Distribution Services and Hospitality
Services segments and the Companys corporate functions. In connection with these initiatives,
the Company expects to record total restructuring charges of approximately $50 million, of
which $43 million is anticipated to be cash, substantially all of which the Company
expects to pay during 2005. The Company recorded restructuring charges of $46 million in
first quarter 2005 and estimates that throughout the remainder of 2005, its Real Estate
Services segment will incur additional charges of $3 million representing facility
consolidation and employee relocation costs and its Vehicle Rental segment will incur
additional charges of $1 million.
The initial recognition of the restructuring charge and the corresponding utilization from inception are summarized by category as follows:
Personnel | Facility | Asset | ||||||||||||||
Related (a) | Related (b) | Impairments (c) | Total | |||||||||||||
Initial charge |
$ | 36 | $ | 8 | $ | 2 | $ | 46 | ||||||||
Cash payments |
(1 | ) | | | (1 | ) | ||||||||||
Other reductions (d) |
(5 | ) | | (2 | ) | (7 | ) | |||||||||
Balance at March 31, 2005 |
$ | 30 | $ | 8 | $ | | $ | 38 | ||||||||
(a) | The initial charge primarily represents severance
benefits resulting from the reductions in staff. The Company formally communicated the
termination of employment to approximately 900 employees, representing a wide range of employee
groups. As of March 31, 2005, the Company had terminated approximately 580 of these employees. |
|
(b) | The initial charge principally represents costs incurred in connection
with facility closures and lease obligations resulting from the consolidation of truck rental operations. |
|
(c) | The initial charge principally represents the write-off of leasehold improvements in connection with lease terminations. |
|
(d) | Other reductions to charges recorded for personnel-related costs
represent the accelerated vesting of restricted stock units previously granted to individuals who
were terminated in connection with this restructuring action. Other reductions to liabilities
established for asset impairments principally represent the write-off of leasehold improvements
in connection with lease terminations. |
17
Total restructuring charges are expected to be recorded as follows:
Costs | Cash | Liability | ||||||||||||||
Costs | Incurred in | Payments/ | as of | |||||||||||||
Expected to | First Quarter | Other | March 31, | |||||||||||||
be Incurred | 2005 | Reductions | 2005 | |||||||||||||
Real Estate Services |
$ | 7 | $ | 4 | $ | | $ | 4 | ||||||||
Hospitality Services |
5 | 5 | | 5 | ||||||||||||
Timeshare Resorts |
1 | 1 | (1 | ) | | |||||||||||
Vehicle Rental |
9 | 8 | (1 | ) | 7 | |||||||||||
Travel Distribution Services |
10 | 10 | | 10 | ||||||||||||
Corporate and Other |
18 | 18 | (6 | ) | 12 | |||||||||||
$ | 50 | $ | 46 | $ | (8 | ) | $ | 38 | ||||||||
8. | Vehicle Rental Activities |
The components of the Companys vehicle-related assets under management programs are as follows:
As of | As of | |||||||
March 31, | December 31, | |||||||
2005 | 2004 | |||||||
Rental vehicles |
$ | 8,402 | $ | 6,997 | ||||
Vehicles held for sale |
17 | 49 | ||||||
8,419 | 7,046 | |||||||
Less: Accumulated depreciation |
(729 | ) | (671 | ) | ||||
Total investment in vehicles, net |
7,690 | 6,375 | ||||||
Plus: Investment in Cendant Rental Car Funding (AESOP) LLC |
377 | 349 | ||||||
Plus: Receivables from manufacturers |
241 | 348 | ||||||
Total vehicle-related, net |
$ | 8,308 | $ | 7,072 | ||||
The components of vehicle depreciation, lease charges and interest, net are summarized below:
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Depreciation expense |
$ | 250 | $ | 227 | ||||
Interest expense, net |
62 | 63 | ||||||
Lease charges |
18 | 15 | ||||||
(Gain) loss on sales of vehicles, net |
(6 | ) | 6 | |||||
Total |
$ | 324 | $ | 311 | ||||
9. | Income Taxes |
The Companys effective tax rate from continuing operations for first quarter 2005 is 64.2%. Such rate differs from the Federal statutory rate of 35.0% primarily due to (i) an increase associated with the non-deductibility of the $180 million valuation charge associated with the PHH spin-off, (ii) an increase associated with a one-time tax expense of $42 million associated with the planned repatriation of $555 million of unremitted foreign earnings and (iii) a decrease associated with a tax benefit of $55 million related to asset basis differences.
The Company expects to utilize its net operating loss carryforwards within the next 12 months and, therefore, reclassified a substantial portion of its non-current deferred tax assets to current deferred tax assets during first quarter 2005.
18
10. | Accounts Payable and Other Current Liabilities |
Accounts payable and other current liabilities consisted of:
As of | As of | |||||||
March 31, | December 31, | |||||||
2005 | 2004 | |||||||
Accounts payable |
$ | 1,026 | $ | 926 | ||||
Income taxes payable |
687 | 612 | ||||||
Accrued payroll and related |
513 | 615 | ||||||
Accrued advertising and marketing |
224 | 195 | ||||||
Acquisition and integration-related |
198 | 244 | ||||||
Accrued legal settlements |
190 | 189 | ||||||
Accrued interest |
63 | 219 | ||||||
Other |
1,056 | 1,089 | ||||||
$ | 3,957 | $ | 4,089 | |||||
11. | Long-term Debt and Borrowing Arrangements |
Long-term debt consisted of:
As of | As of | |||||||||||
Maturity | March 31, | December 31, | ||||||||||
Date | 2005 | 2004 | ||||||||||
6
7/8% notes |
August 2006 | $ | 850 | $ | 850 | |||||||
4.89% notes |
August 2006 | 100 | 100 | |||||||||
6
1/4% notes |
January 2008 | 798 | 797 | |||||||||
6
1/4% notes |
March 2010 | 349 | 349 | |||||||||
7
3/8% notes |
January 2013 | 1,191 | 1,191 | |||||||||
7
1/8% notes |
March 2015 | 250 | 250 | |||||||||
Revolver borrowings |
November 2009 | 1,310 | 650 | |||||||||
Net hedging gains (losses) (a) |
(29 | ) | 17 | |||||||||
Other |
89 | 126 | ||||||||||
Total long-term debt |
4,908 | 4,330 | ||||||||||
Less: Current portion (b) |
1,360 | 739 | ||||||||||
Long-term
debt |
$ | 3,548 | $ | 3,591 | ||||||||
(a) | As of March 31, 2005, this balance represents $159 million of
mark-to-market adjustments on current interest rate hedges, partially
offset by $130 million of net gains resulting from the
termination of interest rate hedges, which will be amortized by the
Company to reduce future interest expense. As of December 31,
2004, the balance represents $138 million of net gains resulting
from the termination of interest rate hedges, partially offset by $121 million
of mark-to-market adjustments on current interest rate
hedges. |
|
(b) | The balance as of March 31, 2005 and December 31, 2004
includes $1.3 billion and $650 million, respectively, of
borrowings under the Companys $3.5 billion revolving credit
facility. Incremental revolver borrowings outstanding at March 31,
2005 were utilized to fund a portion of the purchase price of
Gullivers (see Note 17Subsequent Events). |
19
Aggregate maturities of debt are as follows:
As of | ||||
March 31, | ||||
2005 | ||||
Within 1 year (*) |
$ | 1,360 | ||
Between 1 and 2 years |
1,003 | |||
Between 2 and 3 years |
800 | |||
Between 3 and 4 years |
2 | |||
Between 4 and 5 years |
333 | |||
Thereafter |
1,410 | |||
$ | 4,908 | |||
(*) | Includes approximately $1.3 billion of borrowings under the
Companys $3.5 billion revolving credit facility, which matures
in 2009, as discussed below, due to the Companys intent to repay
such borrowings prior to March 31, 2006. |
At March 31, 2005, the committed credit facilities available to the Company at the corporate level were as follows:
Total | Outstanding | Letters of | Available | |||||||||||||
Capacity | Borrowings | Credit Issued | Capacity | |||||||||||||
Maturing in November 2009 (a) |
$ | 3,500 | $ | 1,310 | $ | 1,053 | $ | 1,137 | ||||||||
Maturing in July 2010 (b) |
303 | | 303 | |
(a) | In addition to approximately $1.1 billion of letters of credit
issued as of March 31, 2005, this facility contains the committed
capacity to issue an additional $697 million in letters of
credit. The letters of credit outstanding under this facility at March 31,
2005 were issued primarily to support the Companys vehicle
rental businesses. |
|
(b) | Indicates final maturity date. |
As of March 31, 2005, the Company also had $400 million of availability for public debt or equity issuances under a shelf registration statement.
Certain of the Companys debt instruments and credit facilities contain restrictive covenants, including restrictions on indebtedness of material subsidiaries, mergers, limitations on liens, liquidations and sale and leaseback transactions, and also require the maintenance of certain financial ratios. At March 31, 2005, the Company was in compliance with all restrictive and financial covenants. The Companys debt instruments permit the debt issued thereunder to be accelerated upon certain events, including the failure to pay principal when due under any of the Companys other debt instruments or credit facilities subject to materiality thresholds. The Companys credit facilities permit the loans made thereunder to be accelerated upon certain events, including the failure to pay principal when due under any of the Companys debt instruments subject to materiality thresholds.
20
12. | Debt Under Management Programs and Borrowing Arrangements |
Debt under management programs (including related party debt due to Cendant Rental Car Funding (AESOP) LLC) consisted of:
As of | As of | |||||||
March 31, | December 31, | |||||||
2005 | 2004 | |||||||
Asset-Backed Debt: |
||||||||
Vehicle rental program |
||||||||
Cendant Rental Car Funding (AESOP) LLC (a) |
$ | 7,149 | $ | 5,935 | ||||
Other |
822 | 792 | ||||||
Mortgage program (b) |
| 1,306 | ||||||
Timeshare program |
1,478 | 1,473 | ||||||
Relocation program (c) |
586 | 400 | ||||||
Vacation rental program |
235 | 251 | ||||||
10,270 | 10,157 | |||||||
Unsecured Debt: (d) |
||||||||
Term notes |
| 1,833 | ||||||
Commercial paper |
| 130 | ||||||
Other |
| 34 | ||||||
| 1,997 | |||||||
Total debt under management programs |
$ | 10,270 | $ | 12,154 | ||||
(a) | The change in the balance at March 31, 2005 principally reflects
the issuance of fixed and floating rate asset-backed notes at various
interest rates to support the acquisition of vehicles used in the
Companys vehicle rental business. |
|
(b) | Represents a borrowing arrangement of the Companys former mortgage
business, which was spun-off with PHH in January 2005. |
|
(c) | The change in the balance at March 31, 2005 principally reflects
the issuance of variable funding notes and additional borrowings on a
conduit facility. Such increases were partially offset by the
repayment of various variable funding notes, which matured in first
quarter 2005. |
|
(d) | The balances at December 31, 2004 represent unsecured borrowings
of the Companys former PHH subsidiary, which was spun-off in January 2005. |
The following table provides the contractual maturities for debt under management programs (including related party debt due to Cendant Rental Car Funding (AESOP) LLP) at March 31, 2005 (except for notes issued under the Companys timeshare program where the underlying indentures require payments based on cash inflows relating to the corresponding assets under management programs and for which estimates of repayments have been used):
As of | ||||
March 31, | ||||
2005 | ||||
Within 1 year |
$ | 3,000 | ||
Between 1 and 2 years |
1,835 | |||
Between 2 and 3 years |
2,421 | |||
Between 3 and 4 years |
1,664 | |||
Between 4 and 5 years |
515 | |||
Thereafter |
835 | |||
$ | 10,270 | |||
21
As of March 31, 2005, available funding under the Companys asset-backed debt programs and committed credit facilities (including related party debt due to Cendant Rental Car Funding (AESOP) LLC related to the Companys management programs) consisted of:
Total | Outstanding | Available | ||||||||||
Capacity | Borrowings | Capacity | ||||||||||
Asset-Backed Funding Arrangements (a) |
||||||||||||
Vehicle rental program |
||||||||||||
Cendant Rental Car Funding (AESOP) LLC (b) |
$ | 7,799 | $ | 7,149 | $ | 650 | ||||||
Other (c) |
1,200 | 822 | 378 | |||||||||
Timeshare program (d) |
1,999 | 1,478 | 521 | |||||||||
Relocation program (e) |
650 | 586 | 64 | |||||||||
Vacation rental program |
235 | 235 | | |||||||||
$ | 11,883 | $ | 10,270 | $ | 1,613 | |||||||
(a) | Capacity is subject to maintaining sufficient assets to collateralize debt. |
|
(b) | The outstanding debt is collateralized by approximately $7.1 billion
of underlying vehicles (the majority of which are subject to
manufacturer repurchase obligations) and related assets. |
|
(c) | The outstanding debt is collateralized by approximately $1.1 billion
of underlying vehicles (the majority of which are subject to
manufacturer repurchase obligations) and related assets. |
|
(d) | The outstanding debt is collateralized by approximately $2.6 billion
of timeshare-related assets. Borrowings under the Companys
asset-linked facility ($475 million) are also recourse to Cendant. |
|
(e) | The outstanding debt is collateralized by $663 million of
underlying relocation receivables and related assets. |
Certain of the Companys debt instruments and credit facilities related to its management programs contain restrictive covenants, including restrictions on dividends paid to the Company by certain of its subsidiaries and indebtedness of material subsidiaries, mergers, limitations on liens, liquidations, and sale and leaseback transactions, and also require the maintenance of certain financial ratios. At March 31, 2005, the Company was in compliance with all financial covenants of its debt instruments and credit facilities related to management programs.
13. | Commitments and Contingencies |
The June 1999 disposition of the Companys former fleet businesses was structured as a tax-free reorganization and, accordingly, no tax provision was recorded on a majority of the gain. However, pursuant to an interpretive ruling, the Internal Revenue Service (IRS) has subsequently taken the position that similarly structured transactions do not qualify as tax-free reorganizations under the Internal Revenue Code Section 368(a)(1)(A). If upon final determination, the transaction is not considered a tax-free reorganization, the Company may have to record a tax charge of up to $270 million, depending upon certain factors. Any cash payments that would be made in connection with this charge are not expected to be significant as the treatment of this transaction as taxable would create additional tax deductions that the Company would use to offset the impact of any cash payment. Notwithstanding the IRS interpretive ruling and the inherent difficulties in predicting a final outcome, the Company believes that based upon the facts and analysis of the tax law, it is more likely than not that its position would be sustained upon litigation of the matter.
The Company is involved in litigation asserting claims associated with accounting irregularities discovered in 1998 at former CUC business units outside of the principal common stockholder class action litigation. While the Company has an accrued liability of approximately $65 million recorded on its Consolidated Condensed Balance Sheet as of March 31, 2005 for these claims based upon its best estimates, it does not believe that it is feasible to predict or determine the final outcome or resolution of these unresolved proceedings. As such, an adverse outcome from such unresolved proceedings for which claims are awarded in excess of $65 million could be material with respect to earnings in any given reporting period. However, the Company does not believe that the impact of such unresolved proceedings should result in a material liability to the Company in relation to its consolidated financial position or liquidity.
In addition to the matters discussed above, the Company is also involved in claims, legal proceedings and governmental inquiries related to contract disputes, business practices, environmental issues and other commercial, employment and tax matters. Such matters include but are not limited to: (i) various suits brought against the Companys membership businesses, including its Trilegiant, TRL Group and Marketing Services subsidiaries, by individual consumers seeking monetary and/or injunctive relief relating to the marketing of such subsidiaries membership programs and inquiries from state regulatory authorities related to such programs and (ii) claims by the purchaser of a business formerly owned by the Companys Avis subsidiary. The Company believes that it has adequately accrued for such matters as appropriate or, for
22
matters not requiring accrual, believes that they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on the Companys results of operations or cash flows in a particular reporting period.
The Company has provided certain guarantees to subsidiaries of PHH, which, as previously discussed, was spun-off during first quarter 2005. These guarantees relate primarily to various real estate and product operating leases. The maximum potential amount of future payments that the Company may be required to make under these guarantees is approximately $40 million. At March 31, 2005, the liability recorded by the Company in connection with these guarantees was approximately $1 million. To the extent that the Company would be required to perform under any of these guarantees, PHH has agreed to indemnify the Company.
14. | Stockholders Equity |
Dividend Payments
The Company paid quarterly cash dividends of $96 million ($0.09 per share) and $72 million
($0.07 per share) during first quarter 2005 and 2004, respectively.
Share Repurchases
During first quarter 2005, the Company used $111 million of available cash and $120 million
of proceeds primarily received in connection with option exercises to repurchase
approximately $231 million (approximately 10 million shares) of Cendant common stock
under its common stock repurchase program. During first quarter 2004, the Company used $405 million
of available cash and $207 million of proceeds primarily received in
connection with option exercises to repurchase approximately $612 million (approximately 27 million
shares) of Cendant common stock under its common stock repurchase program.
Accumulated Other Comprehensive Income
The after-tax components of accumulated other comprehensive income are as follows:
Unrealized | ||||||||||||||||||||
Unrealized | Gains (Losses) | Minimum | Accumulated | |||||||||||||||||
Currency | Gains (Losses) | on | Pension | Other | ||||||||||||||||
Translation | on Cash Flow | Available-for- | Liability | Comprehensive | ||||||||||||||||
Adjustments | Hedges | Sale Securities | Adjustment | Income | ||||||||||||||||
Balance, January 1, 2005 |
$ | 308 | $ | 20 | $ | 16 | $ | (70 | ) | $ | 274 | |||||||||
Effect of PHH spin-off |
(12 | ) | (5 | ) | (1 | ) | 7 | (11 | ) | |||||||||||
Current period change |
(103 | ) | 14 | (14 | ) | (10 | ) | (113 | ) | |||||||||||
Balance, March 31, 2005 |
$ | 193 | $ | 29 | $ | 1 | $ | (73 | ) | $ | 150 | |||||||||
Effective March 31, 2005, the Company no longer considered its investments in certain foreign subsidiaries to be essentially permanent in duration. Accordingly, the Company recorded deferred tax liabilities of approximately $60 million related to the currency translation adjustments of these subsidiaries. Currency translation adjustments of foreign subsidiaries not affected by this change continue to exclude income taxes related to indefinite investments in such foreign subsidiaries. All other components of accumulated other comprehensive income are net of tax.
15. | Stock-Based Compensation |
The Company recorded pre-tax stock-based compensation expense of $22 million and $6 million during the three months ended March 31, 2005 and March 31, 2004, respectively, related to employee stock awards that were granted or modified subsequent to December 31, 2002. The expense recorded in the three months ended March 31, 2005 includes $5 million related to the accelerated vesting of restricted stock units (RSUs) of individuals who were terminated in connection with the Companys first quarter 2005 restructuring initiatives (See Note 7Restructuring and Transaction-Related Charges).
23
The quarterly activity related to the Companys RSU and stock option plans consisted of:
Three Months Ended March 31, 2005 | ||||||||||||||||
RSUs | Options | |||||||||||||||
Weighed | ||||||||||||||||
Weighted | Average | |||||||||||||||
Number of | Average | Number of | Exercise | |||||||||||||
RSUs | Grant Price | Options | Price | |||||||||||||
Balance at
January 1, 2005 |
16 | $ | 20.85 | 151 | $ | 17.83 | ||||||||||
Granted in connection with the PHH spin-off (a) |
1 | * | 6 | * | ||||||||||||
Exercised |
| | (10 | ) | 10.54 | |||||||||||
Canceled |
(2 | ) | 20.64 | (4 | ) | 20.12 | ||||||||||
Balance at March 31, 2005 |
15 | 20.94 | 143 | 17.53 | ||||||||||||
* | Not meaningful. |
|
(a) | As a result of the spin-off of PHH, the closing price of Cendant
common stock was adjusted downward by $1.10 on January 31, 2005. In
order to provide an equitable adjustment to holders of its RSUs, the
Company granted incremental RSUs to achieve a balance of 1.0477 RSUs
outstanding subsequent to the spin-off for each RSU outstanding prior to
the spin-off. Additionally, the Company granted incremental options to
achieve a balance of 1.04249 options outstanding subsequent to the
spin-off for each option outstanding prior to the spin-off. The exercise
price of each option was also adjusted downward by a proportionate value. |
The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied by the Company to all employee stock awards granted (including those granted prior to January 1, 2003 for which the Company has not recorded compensation expense):
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
Reported net income (loss) |
$ | (82 | ) | $ | 441 | |||
Add back: Stock-based employee compensation expense included in
reported net income, net of tax |
14 | 3 | ||||||
Less: Total stock-based employee compensation expense determined
under the fair value based method for all awards, net of tax |
(14 | ) | (4 | ) | ||||
Pro forma
net income (loss) |
$ | (82 | ) | $ | 440 | |||
Net income (loss) per share: |
||||||||
Reported |
||||||||
Basic |
$ | (0.08 | ) | $ | 0.43 | |||
Diluted |
(0.08 | ) | 0.42 | |||||
Pro Forma |
||||||||
Basic |
$ | (0.08 | ) | $ | 0.43 | |||
Diluted |
(0.08 | ) | 0.42 |
16. | Segment Information |
Management evaluates the operating results of each of its reportable segments based upon revenue and EBITDA, which is defined as income from continuing operations before non-program related depreciation and amortization, non-program related interest, amortization of pendings and listings, income taxes and minority interest. The Companys presentation of EBITDA may not be comparable to similarly-titled measures used by other companies. Presented below are the revenue and EBITDA for each of the Companys reportable segments and the reconciliation of EBITDA to income before income taxes and minority interest.
24
Three Months Ended March 31, | ||||||||||||||||
2005 | 2004 | |||||||||||||||
Revenues | EBITDA | Revenues | EBITDA | |||||||||||||
Real Estate Services |
$ | 1,410 | $ | 161 | $ | 1,216 | $ | 131 | ||||||||
Mortgage Services (a) |
46 | (181 | ) | 152 | 1 | |||||||||||
Hospitality Services |
395 | 125 | 331 | 126 | ||||||||||||
Timeshare Resorts |
368 | 40 | 350 | 43 | ||||||||||||
Vehicle Rental |
1,089 | 66 | 1,001 | 68 | ||||||||||||
Travel Distribution Services |
552 | 129 | 452 | 124 | ||||||||||||
Total Reportable Segments |
3,860 | 340 | 3,502 | 493 | ||||||||||||
Corporate and Other (b) |
17 | (39 | ) | 38 | (5 | ) | ||||||||||
Total Company |
$ | 3,877 | 301 | $ | 3,540 | 488 | ||||||||||
Less: Non-program related depreciation and amortization |
137 | 111 | ||||||||||||||
Non-program related interest expense
(income), net(c) |
(18 | ) | 77 | |||||||||||||
Amortization of pendings and listings |
3 | 4 | ||||||||||||||
Income before income taxes and minority interest |
$ | 179 | $ | 296 | ||||||||||||
(a) | Includes the results of operations of the Companys former
mortgage business prior to the spin-off. In 2005, EBITDA also includes a
$180 million non-cash valuation charge associated with the PHH
spin-off (see Note 2Spin-off of PHH Corporation). |
|
(b) | Includes unallocated corporate overhead, the elimination of
transactions between segments and the results of operations of certain
non-strategic businesses. Additionally, 2005 and 2004 include gains of
$18 million and $33 million, respectively, on the sale of
Homestore, Inc. common stock. |
|
(c) | The 2005 amount includes the reversal of $73 million of
accrued interest associated with the resolution of amounts due under a
litigation settlement reached in 1999. |
17. | Subsequent Events |
Acquisition of Gullivers
On April 1, 2005, the Company completed its acquisition of Gullivers for approximately $1.1 billion,
net of cash acquired.
Declaration of Dividend
On April 26, 2005, the Companys Board of Directors declared a quarterly cash dividend of
$0.09 per common share payable June 14, 2005 to stockholders of record on May 23, 2005.
Increase in Common Stock Repurchase Program
On April 22, 2005, the Companys Board of Directors approved a $500 million increase
in the common stock repurchase program.
Commercial Paper Program
On April 1, 2005, the Company commenced a $1.0 billion commercial paper program. Notes
issued under this program will have maturities of one year or less and will be supported by
the Companys $3.5 billion revolving credit facility.
Short-term
borrowing facility
On April 29, 2005, the Company entered into a $750 million
asset-backed short-term borrowing facility under its vehicle rental
program. Borrowings under this facility will incur interest at a
variable rate.
****
25
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes thereto included elsewhere herein and with our 2004 Annual Report on Form 10-K filed with the Commission on March 1, 2005 and our Current Report on Form 8-K filed with the Commission on May 5, 2005. Unless otherwise noted, all dollar amounts are in millions.
We are one of the foremost providers of travel and real estate services in the world. We operate our businesses within three divisions: Real Estate, Travel Content and Travel Distribution. Our Real Estate division has two segments: Real Estate Services and Mortgage Services; our Travel Content division has three segments: Hospitality Services, Timeshare Resorts and Vehicle Rental; and our Travel Distribution division has only one segment, Travel Distribution Services. This segment reporting structure was adopted in first quarter 2005 in connection with our strategic realignment, which is discussed in detail below, and now reflects our renewed focus on our travel and real estate services businesses. Following is a brief description of the services provided by each of our operating segments:
l | Real Estate Services franchises the real estate brokerage businesses of our four
residential and one commercial brands, provides real estate brokerage services,
facilitates employee relocations and provides home buyers with title and closing
services. |
|||
l | Mortgage Services provided home buyers with mortgage lending services (this
business was disposed of in January 2005see below for further discussion). |
|||
l | Hospitality Services facilitates the exchange of vacation ownership interests,
franchises eight lodging brands and markets vacation rental properties. |
|||
l | Timeshare Resorts develops and sells vacation ownership interests, provides
consumer financing to individuals purchasing these interests and manages resort
properties. |
|||
l | Vehicle Rental operates and franchises our car and truck rental brands. |
|||
l | Travel Distribution Services provides global distribution services for the travel
industry, corporate and consumer online travel services and travel agency services. |
In first quarter 2005, we began the final phase of our strategic realignment, which was commenced in early 2004 and undertaken to simplify our business model through exiting non-core businesses or businesses that produce volatility to our earnings inconsistent with our business model and the remainder of our core businesses. We began this strategic realignment in 2004 by completing the initial public offering of Jackson Hewitt Tax Service Inc., raising approximately $770 million of cash, and acquiring Orbitz, Inc., an online travel company. We completed the spin-off of our former mortgage, fleet leasing and appraisal businesses in a tax-free distribution of the common stock of PHH Corporation to our stockholders in January 2005 and in February 2005, we completed an initial public offering of Wright Express Corporation, raising approximately $965 million of cash, and acquired ebookers plc, a travel agency. In March 2005, our Board of Directors formally approved a plan to dispose of our Marketing Services division, which is comprised of our individual membership and loyalty/insurance marketing businesses. We also completed the acquisition of Gullivers Travel Associates, a wholesaler and global online provider of hotels, destination services, travel packages and group tours, in April 2005. The completion of the sale of the Marketing Services division, which we anticipate will occur during third quarter 2005, will mark the culmination of our strategic realignment.
Our management team remains committed to building long-term value through operational excellence and we are steadfast in our commitment to deploy our cash to increase stockholder value. To this end, the proceeds from the aforementioned divestitures will be or have already been reinvested to acquire strategic assets in our core travel and real estate verticals, to increase our quarterly dividend and to continue to repurchase common stock. We expect to deploy approximately $1.4 billion of the cash we generate during 2005 to repurchase our common stock and pay dividends, both of which return value to our stockholders. The remaining cash we generate during 2005 will be deployed to make additional share repurchases and/or further acquisitions to augment our travel and real estate portfolios and further shift the mix of our businesses toward the areas which we believe provide us the greatest strategic advantages.
In first quarter 2005, we have already used $111 million of cash, net of proceeds from option exercises, to repurchase our common stock. For first quarter 2005, we paid a quarterly cash dividend of 9 cents per share, an increase of 29% over the first quarter 2004 dividend payment, which was our first ever regular dividend. Our Board has declared a quarterly cash dividend of 9 cents per share payable during second quarter 2005. Beginning in third quarter 2005, we plan to pay a quarterly cash dividend of 11 cents per share, which will reflect an increase of 22% from the first quarter 2005 amount and an increase of 57% from the initial dividend payment made in first quarter 2004. The dividend for third quarter 2005 is subject to final declaration by our Board. While no assurances can be given, we expect to continue to periodically increase our dividend at a rate at least equal to our earnings growth.
26
Three Months Ended March 31, | ||||||||||||
2005 | 2004 | Change | ||||||||||
Net revenues
|
$ | 3,877 | $ | 3,540 | $ | 337 | ||||||
Total expenses
|
3,698 | 3,244 | 454 | |||||||||
Income before income taxes and minority interest
|
179 | 296 | (117 | ) | ||||||||
Provision for income taxes
|
115 | 92 | 23 | |||||||||
Minority interest, net of tax
|
1 | 4 | (3 | ) | ||||||||
Income from continuing operations
|
63 | 200 | (137 | ) | ||||||||
Income (loss) from discontinued operations, net of tax
|
(8 | ) | 241 | (249 | ) | |||||||
Valuation and transaction-related charges associated with PHH
spin-off
|
(312 | ) | | (312 | ) | |||||||
Gain on disposal of Wright Express Corporation
|
175 | | 175 | |||||||||
Net income (loss)
|
$ | (82 | ) | $ | 441 | $ | (523 | ) | ||||
27
Revenues | EBITDA | ||||||||||||||||||||||||
% | % | ||||||||||||||||||||||||
2005 | 2004 | Change | 2005 | 2004 | Change | ||||||||||||||||||||
Real Estate Services
|
$ | 1,410 | $ | 1,216 | 16 | % | $ | 161 | $ | 131 | 23 | % | |||||||||||||
Mortgage
Services (a)
|
46 | 152 | * | (181 | ) | 1 | * | ||||||||||||||||||
Hospitality Services
|
395 | 331 | 19 | % | 125 | 126 | (1 | )% | |||||||||||||||||
Timeshare Resorts
|
368 | 350 | 5 | % | 40 | 43 | (7 | )% | |||||||||||||||||
Vehicle Rental
|
1,089 | 1,001 | 9 | % | 66 | 68 | (3 | )% | |||||||||||||||||
Travel Distribution Service
|
552 | 452 | 22 | % | 129 | 124 | 4 | % | |||||||||||||||||
Total Reportable Segments
|
3,860 | 3,502 | 10 | % | 340 | 493 | |||||||||||||||||||
Corporate and
Other (b)
|
17 | 38 | * | (39 | ) | (5 | ) | ||||||||||||||||||
Total Company
|
$ | 3,877 | $ | 3,540 | 10 | % | 301 | 488 | |||||||||||||||||
Less: Non-program related depreciation and amortization | 137 | 111 | |||||||||||||||||||||||
Non-program related interest
expense (income), net |
(18 | ) | 77 | ||||||||||||||||||||||
Amortization of pendings and
listings |
3 | 4 | |||||||||||||||||||||||
Income before income taxes
and minority interest |
$ | 179 | $ | 296 | |||||||||||||||||||||
* | Not meaningful. |
|
(a) | Includes the results of operations of our former mortgage business
prior to the spin-off. In 2005, EBITDA also includes a $180 million non-cash valuation charge
associated with the PHH spin-off (see Note 2 to our Consolidated Condensed Financial
Statements). |
|
(b) | Includes unallocated corporate overhead, the elimination of
transactions between segments and the results of operations of certain non-strategic businesses.
Additionally, 2005 and 2004 include gains of $18 million and $33 million, respectively,
on the sale of Homestore, Inc. common stock. |
28
29
30
31
32
March 31, | December 31, | |||||||||||
2005 | 2004 | Change | ||||||||||
Total assets exclusive of assets under management programs
|
$ | 22,802 | $ | 27,872 | $ | (5,070 | ) | |||||
Total liabilities exclusive of liabilities under management
programs
|
11,440 | 15,494 | (4,054 | ) | ||||||||
Assets under management programs
|
11,921 | 14,698 | (2,777 | ) | ||||||||
Liabilities under management programs
|
12,088 | 14,381 | (2,293 | ) | ||||||||
Stockholders equity
|
11,195 | 12,695 | (1,500 | ) |
33
Three Months Ended March 31, | |||||||||||||
2005 | 2004 | Change | |||||||||||
Cash provided by (used in):
|
|||||||||||||
Operating activities
|
$ | 563 | $ | 346 | $ | 217 | |||||||
Investing activities
|
(1,175 | ) | (1,245 | ) | 70 | ||||||||
Financing activities
|
1,483 | 656 | 827 | ||||||||||
Effects of exchange rate changes
|
(27 | ) | (14 | ) | (13 | ) | |||||||
Cash provided by discontinued operations
|
30 | 43 | (13 | ) | |||||||||
Net change in cash and cash equivalents
|
$ | 874 | $ | (214 | ) | $ | 1,088 | ||||||
34
As of | As of | |||||||||||||
March 31, | December 31, | |||||||||||||
Maturity Date | 2005 | 2004 | Change | |||||||||||
67/8%
notes
|
August 2006 | $ | 850 | $ | 850 | $ | | |||||||
4.89% notes
|
August 2006 | 100 | 100 | | ||||||||||
61/4%
notes
|
January 2008 | 798 | 797 | 1 | ||||||||||
61/4%
notes
|
March 2010 | 349 | 349 | | ||||||||||
73/8%
notes
|
January 2013 | 1,191 | 1,191 | | ||||||||||
71/8%
notes
|
March 2015 | 250 | 250 | | ||||||||||
Revolver borrowings
|
November 2009 | 1,310 | 650 | 660 | ||||||||||
Net hedging gains
(losses) (*)
|
(29 | ) | 17 | (46 | ) | |||||||||
Other
|
89 | 126 | (37 | ) | ||||||||||
$ | 4,908 | $ | 4,330 | $ | 578 | |||||||||
(*) |
As of March 31, 2005, this balance represents
$159 million of mark to market adjustments on current
interest rate hedges, partially offset by $130 million of
net gains resulting from the termination of interest rate
hedges, which we will amortize to reduce future interest
expense. As of December 31, 2004, the balance represents
$138 million of net gains resulting from the termination of
interest rate hedges, partially offset by $121 million of
mark-to-market adjustments on current interest rate hedges. |
As of | As of | |||||||||||||
March 31, | December 31, | |||||||||||||
2005 | 2004 | Change | ||||||||||||
Asset-Backed Debt:
|
||||||||||||||
Vehicle rental program
|
||||||||||||||
Cendant Rental Car Funding (AESOP)
LLC (a)
|
$ | 7,149 | $ | 5,935 | $ | 1,214 | ||||||||
Other
|
822 | 792 | 30 | |||||||||||
Mortgage
program (b)
|
| 1,306 | (1,306 | ) | ||||||||||
Timeshare program
|
1,478 | 1,473 | 5 | |||||||||||
Relocation
program (c)
|
586 | 400 | 186 | |||||||||||
Vacation rental program
|
235 | 251 | (16 | ) | ||||||||||
10,270 | 10,157 | 113 | ||||||||||||
Unsecured
Debt: (d)
|
||||||||||||||
Term notes
|
| 1,833 | (1,833 | ) | ||||||||||
Commercial paper
|
| 130 | (130 | ) | ||||||||||
Other
|
| 34 | (34 | ) | ||||||||||
| 1,997 | (1,997 | ) | |||||||||||
Total debt under management programs
|
$ | 10,270 | $ | 12,154 | $ | (1,884 | ) | |||||||
(a) |
The change in the balance at March 31, 2005 principally
reflects the issuance of fixed and floating rate asset-backed
notes at various interest rates to support the acquisition of
vehicles used in our vehicle rental business. |
(b) |
Represents a borrowing arrangement of our former mortgage
business, which was spun-off in January 2005. |
(c) |
The change in the balance at March 31, 2005 principally
reflects the issuance of variable funding notes and additional
borrowings on a conduit facility. Such increases were partially
offset by the repayment of various variable funding notes, which
matured in first quarter 2005. |
(d) |
The balances at December 31, 2004 represent unsecured
borrowings of our former PHH subsidiary, which was spun-off in
January 2005. |
35
As of | ||||
March 31, | ||||
2005 | ||||
Within 1 year
|
$ | 3,000 | ||
Between 1 and 2 years
|
1,835 | |||
Between 2 and 3 years
|
2,421 | |||
Between 3 and 4 years
|
1,664 | |||
Between 4 and 5 years
|
515 | |||
Thereafter
|
835 | |||
$ | 10,270 | |||
Total | Outstanding | Letters of | Available | |||||||||||||
Capacity | Borrowings | Credit Issued | Capacity | |||||||||||||
Maturing in November
2009 (a)
|
$ | 3,500 | $ | 1,310 | $ | 1,053 | $ | 1,137 | ||||||||
Maturing in July
2010 (b)
|
303 | | 303 | |
(a) |
In addition to approximately $1.1 billion of letters of
credit issued as of March 31, 2005, this facility contains
the committed capacity to issue an additional $697 million
in letters of credit. The letters of credit outstanding under
this facility at March 31, 2005 were issued primarily to
support our vehicle rental business. |
|
(b) |
Indicates final maturity date. |
Total | Outstanding | Available | ||||||||||||
Capacity | Borrowings | Capacity | ||||||||||||
Asset-Backed Funding
Arrangements (a)
|
||||||||||||||
Vehicle rental program
|
||||||||||||||
Cendant Rental Car Funding (AESOP)
LLC (b)
|
$ | 7,799 | $ | 7,149 | $ | 650 | ||||||||
Other (c)
|
1,200 | 822 | 378 | |||||||||||
Timeshare
program (d)
|
1,999 | 1,478 | 521 | |||||||||||
Relocation
program (e)
|
650 | 586 | 64 | |||||||||||
Vacation rental program
|
235 | 235 | | |||||||||||
$ | 11,883 | $ | 10,270 | $ | 1,613 | |||||||||
(a) |
Capacity is subject to maintaining sufficient assets to
collateralize debt. |
|
(b) |
The outstanding debt is collateralized by approximately
$7.1 billion of underlying vehicles (the majority of which
are subject to manufacturer repurchase obligations) and related
assets. |
|
(c) |
The outstanding debt is collateralized by approximately
$1.1 billion of underlying vehicles (the majority of which
are subject to manufacturer repurchase obligations) and related
assets. |
|
(d) |
The outstanding debt is collateralized by approximately
$2.6 billion of timeshare-related assets. Borrowings under
our asset-linked facility ($475 million) are also recourse
to us. |
|
(e) |
The outstanding debt is collateralized by $663 million of
underlying relocation receivables and related assets. |
36
Moodys | ||||||
Investors | Standard | Fitch | ||||
Service | & Poors | Ratings | ||||
Senior unsecured debt
|
Baa1 | BBB | BBB+ | |||
Short-term debt
|
P-2 | A-2 | F-2 |
|
FASB Interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations |
|
|
SFAS No. 153, Exchanges of Nonmonetary Assets,
an Amendment of APB Opinion No. 29, Accounting for
Nonmonetary Transactions |
|
|
SFAS No. 152, Accounting for Real Estate
Time-Sharing Transactions and Statement of Position
No. 04-2, Accounting for Real Estate Time-Sharing
Transactions |
|
|
SFAS No. 123R, Share Based Payment |
37
Item 3. | Quantitative And Qualitative Disclosures About Market Risks |
Item 4. | Controls and Procedures |
(a) |
Disclosure Controls and Procedures. Our management, with
the participation of our Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the Exchange Act)) as of
the end of the period covered by this quarterly report. Based on
such evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, our
disclosure controls and procedures are effective. |
(b) |
Internal Controls Over Financial Reporting. There have
not been any changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the fiscal quarter to
which this report relates that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting. |
38
Item 2. |
Unregistered Sales of Equity Securities and Use of
Proceeds |
(c) |
Below is a summary of our Cendant common stock repurchases by
month for the quarter ended March 31, 2005: |
Approximate | ||||||||||||||||||||||
Number of Shares | Dollar Value of | |||||||||||||||||||||
Total Number | Purchased as Part of | Shares that May | ||||||||||||||||||||
of Shares | Average Price | Publicly Announced | Yet Be Purchased | |||||||||||||||||||
Period | Purchased | Paid per Share | Plan (b) | Under Plan | ||||||||||||||||||
January 1 31, 2005 |
3,105,053 | $ | 22.80 | 3,105,053 | $ | 774,688,445 | ||||||||||||||||
February 1 28, 2005 |
3,439,292 | $ | 22.28 | 3,439,292 | $ | 736,722,587 | ||||||||||||||||
March 1 31, 2005 (a) |
3,729,000 | $ | 21.53 | 3,729,000 | $ | 670,077,403 | ||||||||||||||||
Total |
10,273,345 | $ | 22.17 | 10,273,345 | $ | 670,077,403 | ||||||||||||||||
(a) | Includes 800,000 shares purchased for which the trade
date occurred during March 2005 while settlement occurred in April 2005. |
|
(b) | Our share repurchase program, which does not have an
expiration date, was first publicly announced on October 13,
1998 in the amount of $1 billion and has been increased from
time to time and each such increase has been publicly announced,
including an increase to include all stock option exercise
proceeds in the program. The most recent increase of $500 million,
was approved in April 2005. No shares were purchased
outside our share repurchase program during the periods set
forth in the table above. |
Item 4. | Submission of Matters to a Vote of Security Holders |
In Favor | Withheld | |||||||
Myra J. Biblowit
|
695,528,824 | 250,045,666 | ||||||
Leonard S. Coleman
|
903,238,786 | 42,335,704 | ||||||
Cheryl D. Mills
|
909,878,144 | 35,696,346 | ||||||
The Right Honourable Brian Mulroney
|
801,872,064 | 143,702,426 | ||||||
Robert E. Nederlander
|
909,341,115 | 36,233,375 | ||||||
Ronald L. Nelson
|
877,783,217 | 67,791,273 | ||||||
Robert W. Pittman
|
910,753,682 | 34,820,808 | ||||||
Pauline D.E. Richards
|
910,423,760 | 35,150,730 | ||||||
Sheli Z. Rosenberg
|
714,032,950 | 231,541,540 | ||||||
Robert F. Smith
|
678,746,971 | 266,827,519 |
Proposal 2: |
To ratify the appointment of Deloitte & Touche LLP as
Cendants Independent Auditors for the year ending
December 31, 2005. Results: |
For | Against | Abstain | ||
915,153,143 |
24,979,804 | 5,441,543 |
39
Proposal 3: |
To approve an amendment to the Cendant Amended and Restated 1999
Non-Employee Directors Deferred Compensation Plan. Results: |
For | Against | Abstain | ||
757,172,104
|
35,051,909 | 7,212,277 |
Proposal 4: |
To approve the
Cendant 2005 UK Share Incentive Plan (Employee Stock Purchase
Plan). Results: |
For | Against | Abstain | ||
748,742,662
|
43,731,098 | 6,962,530 |
Proposal 5: |
Stockholder proposal regarding limiting Chief Executive Officer
compensation to 100 times the average compensation paid to our
non-managerial workers unless stockholders approve a greater
amount. Results: |
For | Against | Abstain | ||
58,550,039
|
729,572,935 | 11,313,316 |
Proposal 6: |
Stockholder proposal regarding stockholder approval of severance
agreements in excess of 2.99 times base salary plus bonus. Results: |
For | Against | Abstain | ||
510,707,290 |
280,616,167 | 8,112,833 |
Item 6. | Exhibits |
40
CENDANT CORPORATION |
||
Date: May 5, 2005
|
/s/ Ronald L. Nelson President and Chief Financial Officer |
|
|
||
Date: May 5, 2005
|
/s/ Virginia M. Wilson Executive Vice President and Chief Accounting Officer |
41
Exhibit No. | Description | |||
3 | .1 |
Amended and Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 to the
Companys Form 10-Q for the quarterly period ended
March 31, 2004). |
||
3 | .2 |
Amended and Restated By-Laws of the Company (Incorporated by
reference to Exhibit 3.1 to the Companys Current
Report on Form 8-K dated October 19, 2004). |
||
10 | .1 |
Series 2005-1 Supplement dated as of February 25, 2005
to Second Amended and Restated Base Indenture dated as of
June 3, 2004 between Cendant Rental Car Funding
(AESOP) LLC, as Issuer and The Bank of New York, as Trustee
and Series 2005-1 Agent (Incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K dated March 2, 2005). |
||
10 | .2(a) |
Commercial Paper Dealer agreement between Cendant Corporation,
as Issuer and Banc of America Securities LLC, as Dealer,
dated as of March 30, 2005 (Incorporated by reference to
Exhibit 10.1(a) to the Companys Current Report on
Form 8-K dated March 31, 2005). |
||
10 | .2(b) |
Commercial Paper Dealer agreement between Cendant Corporation,
as Issuer and Citigroup Global Markets Inc., as Dealer,
dated as of March 30, 2005 (Incorporated by reference to
Exhibit 10.1(b) to the Companys Current Report on
Form 8-K dated March 31, 2005). |
||
10 | .2(c) |
Commercial Paper Dealer agreement between Cendant Corporation,
as Issuer and J.P. Morgan Securities Inc., as Dealer,
dated as of March 30, 2005 (Incorporated by reference to
Exhibit 10.1(c) to the Companys Current Report on
Form 8-K dated March 31, 2005). |
||
10 | .3 |
Issuing and Paying Agency Agreement dated March 30, 2005
(Incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K dated
March 31, 2005). |
||
10 | .4 |
Amended and Restated Series 2004-1 Supplement dated as of
March 29, 2005 to Second Amended and Restated Base
Indenture dated as of June 3, 2004 among Cendant Rental Car
Funding (AESOP) LLC, as Issuer, Cendant Car Rental Group,
Inc., as Administrator, Mizuho Corporate Bank, Ltd., as
Administrative Agent, Bayerische Landesbank New York Branch, as
Syndication Agent, Calyon Cayman Islands Branch, as
Documentation Agent, Certain Financial Institutions, as
Purchasers and The Bank of New York, as Trustee and
Series 2004-1 Agent (Incorporated by reference to
Exhibit 10.3 to the Companys Current Report on
Form 8-K dated March 31, 2005). |
||
10 | .5 |
Separation Agreement and General Release between Cendant
Corporation and Kevin M. Sheehan. |
||
10 | .6 |
2004 Performance Metric Long Term Incentive Plan, as amended and
restated as of April 26, 2005 (Incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K dated April 29, 2005). |
||
10 | .7 |
Form of Award Agreement for the 2004 Performance Metric Long
Term Incentive Plan and the 1997 Stock Option Plan (Incorporated
by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K dated April 29, 2005). |
||
10 | .8 |
Cendant Amended and Restated 1999 Non-Employee Directors
Deferred Compensation Plan (Incorporated by reference to
Exhibit 10.3 to the Companys Current Report on
Form 8-K dated April 29, 2005). |
||
10 | .9 |
Series 2005-3 Supplement dated as of April 29, 2005 to
Second Amended and Restated Base Indenture dated as of
June 3, 2004 among Cendant Rental Car Funding (AESOP) LLC,
as Issuer, Cendant Car Rental Group, Inc., as Administrator,
Deutsche Bank AG, New York Branch, as Administrative Agent,
Certain CP Conduit Purchasers, Certain Funding Agents, Certain
APA Banks and The Bank of New York, as Trustee and
Series 2005-3 Agent (Incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K dated May 3, 2005). |
||
12 |
Statement Re: Computation of Ratio of Earnings to Fixed Charges. |
|||
15 |
Letter Re: Unaudited Interim Financial Information. |
|||
31 | .1 |
Certification of Chief Executive Officer Pursuant to
Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the
Securities Exchange Act of 1934, as amended. |
||
31 | .2 |
Certification of Chief Financial Officer Pursuant to
Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the
Securities Exchange Act of 1934, as amended. |
||
32 |
Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
42