FORM 11-K
Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


Form 11-K
x  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

OR

o  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to          


Commission File No. 1-10308


A.  Full title of the plan and address of the plan, if different from that of the issuer named below:

Cendant Corporation
Employee Savings Plan

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Cendant Corporation
9 West 57th Street
New York, New York 10019



 


CENDANT CORPORATION EMPLOYEE SAVINGS PLAN

TABLE OF CONTENTS


         
    Page
    1  
 
       
FINANCIAL STATEMENTS:
       
 
       
    2  
 
       
    3  
 
       
    4  
 
       
SUPPLEMENTAL SCHEDULE:
       
 
       
    10  
 
       
    11  
 
       
Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm
    12  
 
       
 Consent of Deloitte & Touche LLP

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustee and Participants of the
Cendant Corporation Employee Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the Cendant Corporation Employee Savings Plan (the “Plan”) as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP
New York, New York
June 28, 2004

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CENDANT CORPORATION EMPLOYEE SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2003 AND 2002


                 
    2003     2002  
ASSETS:
               
Investments:
               
Cash and cash equivalents
  $ 1,348,686     $ 376,408  
Mutual funds
    670,194,492       277,481,017  
Common/collective trusts
    352,411,543       186,703,015  
Cendant Corporation common stock
    78,169,310       38,633,914  
Loans to participants
    27,393,841       17,047,198  
 
           
Total investments
    1,129,517,872       520,241,552  
 
           
Receivables:
               
Participant contributions
    5,888,077       2,386,537  
Employer contributions
    3,830,287       1,536,639  
Interest and dividends
    101,713       99,378  
Transfer in of net assets of merged plans
    84,617,567       300,405,323  
 
           
Total receivables
    94,437,644       304,427,877  
 
           
NET ASSETS AVAILABLE FOR BENEFITS
  $ 1,223,955,516     $ 824,669,429  
 
           

The accompanying notes are an integral part of these financial statements.

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CENDANT CORPORATION EMPLOYEE SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003


         
ADDITIONS TO NET ASSETS:
       
Net investment income:
       
Interest and dividends
  $ 19,817,098  
Net appreciation in fair value of investments
    200,551,673  
 
     
Net investment income
    220,368,771  
 
     
Contributions:
       
Participants
    98,328,115  
Employer
    64,250,288  
Rollovers
    8,030,458  
 
     
Total contributions
    170,608,861  
 
     
Net assets transferred in during the year
    2,326,599  
Other income, net
    15,786,031  
 
     
Total additions
    409,090,262  
 
     
DEDUCTIONS FROM NET ASSETS:
       
Benefits paid to participants
    94,299,327  
Administrative expenses
    122,415  
 
     
Total deductions
    94,421,742  
 
     
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
    314,668,520  
NET ASSETS TO BE TRANSFERRED FROM MERGED PLANS
    84,617,567  
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR
    824,669,429  
 
     
END OF YEAR
  $ 1,223,955,516  
 
     

The accompanying notes are an integral part of these financial statements.

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CENDANT CORPORATION EMPLOYEE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS


1.   DESCRIPTION OF THE PLAN

The following description of the Cendant Corporation Employee Savings Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description or the Plan document, which are available from Cendant Corporation (the “Company” or the “Plan Sponsor”), for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan established for certain eligible employees of the Company and provides Internal Revenue Code (the “IRC”) Section 401(k) employee salary deferral benefits and additional employer contributions for the Company’s eligible employees. The Plan is subject to the provisions of Employee Retirement Income Security Act of 1974 (“ERISA”). Merrill Lynch Trust Company (the “Trustee”) is the Plan’s trustee.

Pursuant to certain resolutions of the Executive Committee of the Company’s Board of Directors, the Plan was amended during 2003 and 2002 to allow for existing plans of businesses acquired by the Company to be combined into the Plan.

During 2003, net assets totaling $2,326,599 associated with the Trip Network Employee Savings Plan and the Trust International 401(k) Plan were merged into the Plan.

Additionally, effective December 31, 2003, the net assets associated with the Budget Rent A Car Systems, Inc. SavingsPlus Plan, the FFD Development Company LLC 401(k) Retirement Savings Plan and the Internetwork Publishing Corporation 401(k) Profit Sharing Plan & Trust were merged into the Plan. However, the net assets associated with these plans were not received by the Trustee as of December 31, 2003. As such, net assets of approximately $84.6 million were reported as a receivable on the Statement of Net Assets Available for Benefits as of December 31, 2003, as follows:

         
    Net Transfer  
Merged Plan Name   Receivable  
Budget Rent A Car Systems, Inc. SavingsPlus Plan
  $ 83,026,657  
FFD Development Company, LLC 401(k) Retirement Savings Plan
    996,544  
Internetwork Publishing Corporation 401(k) Profit Sharing Plan & Trust
    594,366  
 
     
Total
  $ 84,617,567  
 
     

Effective December 31, 2002, the net assets associated with the The Trip.com 401(k) Plan, the Trendwest Resorts, Inc. 401(k) Plan, the Equivest Finance, Inc. Retirement Savings Plan, the NRT Inc. 401(k) Retirement Savings Plan, the DeWolfe Companies Employee Retirement Plan, the Adventure Resorts Realty, Inc. 401(k) Plan, the Galileo International Savings and Investment Plan, the Sunshine Group, LTD 401(k) Plan and the St. Joe Real Estate Services 401(k) Plan were merged into the Plan. However, the net assets associated with these plans were not received by the Trustee until after

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December 31, 2002. As such, net assets of approximately $300.4 million were reported as a receivable on the Statement of Net Assets Available for Benefits as of December 31, 2002, as follows:

         
    Net Transfer  
Merged Plan Name   Receivable  
Trip.com 401(k) Plan
  $ 878,525  
Trendwest Resorts, Inc. 401(k) Plan
    29,571,008  
Equivest Finance, Inc. Retirement Savings Plan
    3,361,181  
NRT Inc. 401(k) Retirement Savings Plan
    99,053,488  
DeWolfe Companies Employee Retirement Plan
    6,919,235  
Adventure Resorts Realty Inc. 401(k) Plan
    155,420  
Galileo International Savings and Investment Plan
    153,011,733  
Sunshine Group, LTD 401(k) Plan
    622,467  
St. Joe Real Estate Services 401(k) Plan
    6,832,266  
 
     
Total
  $ 300,405,323  
 
     

The following is a summary of certain Plan provisions:

Eligibility – Effective January 1, 2002, each regular employee of the Company (as defined in the Plan document) shall be eligible and shall qualify to participate in the Plan on the entry date coincident with or next following the later of commencement of employment or the attainment of age eighteen.

Participant contributions – Participants may elect to make pre-tax contributions up to 16% of pre-tax annual compensation up to the statutory maximum of $12,000 for 2003. Certain eligible participants (age 50 and over) are permitted to contribute an additional $2,000 as a catch up contribution, resulting in a total pre-tax contribution of $14,000 for 2003. Participants may change their investment allocations between funds on a daily basis. Participants should refer to each fund’s prospectus for a more complete description of the risks associated with each fund.

Employer contributions – The Company makes contributions to the Plan equal to 100% of each eligible participant’s salary deferral up to 6% of such participants’ eligible compensation.

Rollovers – All employees, upon commencement of employment, are provided the option of making a rollover contribution into the Plan in accordance with Internal Revenue Service (the “IRS”) regulations.

Vesting Schedule – At any time, participants are 100% vested in their pre-tax contributions. Effective January 1, 2002, all employer contributions made on or after January 1, 2002 are fully vested. Employer contributions credited to the accounts of participants between January 1, 1998 and December 31, 2001, vest as shown in the following schedule:

         
Years of Service   Vested Interest
Less than 1
    0 %
1
    34 %
2
    67 %
3
    100 %

Loan provision – Participants may borrow from their fund accounts up to the lesser of $50,000 or 50% of their vested balance provided the vested balance is at least $1,000. The loans are secured by the participant’s vested account balance and bear interest at a rate equal to the prime rate plus one percent. Loan repayments are made through payroll deductions over a term not to exceed 5 years unless the proceeds of the loan are used to purchase the principal residence of the participant, in which case the term is not to exceed 15 years. Principal and interest are paid ratably through periodic payroll deductions.

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Participant accounts – A separate account is maintained for each participant. Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contributions and Plan earnings including interest, dividends, net realized and unrealized appreciation in fair value of investments and charged with an allocation of net realized and unrealized depreciation in fair value of investments and certain administrative expenses. Allocations are based on participant account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Payment of benefits to participants – Participants are entitled to withdraw all or any portion of their vested accounts in accordance with the terms of the Plan and applicable law. Participants may make full or partial withdrawals of funds in any of their accounts upon attaining age 59  1/2 or for hardship in certain circumstances, as defined in the Plan document, before that age. A terminated participant with an account balance of more than $5,000 (excluding any rollover contributions) may elect to remain in the Plan and continue to be credited with fund earnings, or receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account. A terminated participant with an account balance of $5,000 or less will automatically receive a lump-sum distribution. Amounts payable to participants who have elected to withdraw from the Plan, but did not yet receive distributions from the Plan totaled $1,077,701 at December 31, 2003 (See Note 7 – Reconciliation to Form 5500).

Forfeited accounts – Forfeited balances of participants’ non-vested accounts shall first be used to pay plan expenses, if any, and then to decrease employer contributions. As of December 31, 2003 and 2002, forfeited account balances were $827,815 and $1,362,304, respectively. In 2003, employer contributions were reduced by $1,131,116 from the utilization of forfeited non-vested accounts.

Administrative expenses – All administrative expenses of the Plan, other than costs incurred to maintain participant loan accounts, are paid by the Company.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting – The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America on the accrual basis of accounting.

Cash and Cash Equivalents – The Plan considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Valuation of Investments and Income Recognition – The Plan’s investments in Cendant Corporation common stock, mutual funds, loans to participants and cash and cash equivalents are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. Shares of registered investment companies are valued at the quoted market price, which represents the net asset value of shares held by the Plan at year-end. Loans to participants are valued at cost, which approximates fair value. A portion of the Plan’s investments in common/collective trusts consists of a fund that invests primarily in guaranteed investment contracts with high quality insurance companies. The Plan’s investment in this fund is valued at amounts contributed, plus the Plan’s pro-rata share of interest income earned by the fund, less administrative expenses and withdrawals. The value recorded in the Plan’s financial statements for such fund was $278,289,895 and $152,782,603 at December 31, 2003 and 2002, respectively.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date and interest is recorded when earned. The accompanying Statement of Changes in Net Assets Available for Benefits presents net appreciation in fair value of investments, which includes unrealized gains and losses on investments held at December 31, 2003 and realized gains and losses on investments sold during the year then ended.

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Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and related disclosures. Actual results could differ from those estimates.

Risks and Uncertainties – The Plan invests in various securities including mutual funds, common/collective trusts and Cendant Corporation common stock. Investment securities are exposed to various risks, such as interest rate and credit risks and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes would materially affect the amounts reported in the financial statements.

Benefit Payments – Benefits to participants are recorded when paid.

3.   INVESTMENTS

The following table presents investments that represent five percent or more of the Plan’s net assets available for benefits as of December 31:

         
    2003  
*  Cendant Corporation Common Stock
  $ 78,169,310  
*  Merrill Lynch Equity Index Trust
    74,121,648  
*  Merrill Lynch Retirement Preservation Trust
    278,289,895  
Davis NY Venture Fund
    61,256,839  
MASS Investors Growth Stock Fund
    81,691,852  
PIMCO Total Return Fund
    85,576,926  
         
    2002  
*  Merrill Lynch Retirement Preservation Trust
  $ 152,782,603  
PIMCO Total Return Fund
    43,344,667  

During 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in fair value, as follows:

         
    2003  
Cendant Corporation Common Stock
  $ 44,508,942  
Mutual funds
    138,737,555  
Common/collective trusts
    17,305,176  
 
     
 
  $ 200,551,673  
 
     

  *  
Permitted party-in-interest

4.   FEDERAL INCOME TAX STATUS

The IRS determined and informed the Company by letter dated October 16, 2002, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving this determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax-exempt.

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5.   PARTY-IN-INTEREST TRANSACTIONS

A portion of the Plan’s investments are shares in funds managed by Merrill Lynch Trust Company, the trustee of the Plan. Therefore, these transactions qualify as exempt party-in-interest transactions.

At December 31, 2003 and 2002, the Plan held 3,510,072 and 3,686,442 shares, respectively, of Cendant Corporation common stock with a cost basis of $48,439,910 and $48,964,713, respectively. Cendant Corporation is the sponsoring employer of the Plan.

The Plan was a member of a class of plaintiffs in a class action securities lawsuit against the Company and certain of its affiliates in connection with the Plan’s purchases of Cendant Corporation common stock and the common stock of Cendant’s predecessor, CUC International, Inc. The Plan submitted one claim in respect of the CUC International Savings Incentive Plan (which was subsequently merged into the Plan) and another claim in respect of the Plan. In connection with an investigation of the CUC International Savings Incentive Plan’s purchases of such common stock, the Company entered into an agreement with the Department of Labor pursuant to which the Company agreed to contribute to the Plan an amount equal to its damages under such lawsuit. Accordingly, in 2002, the Company contributed approximately $2 million to the Plan, which was then allocated on a proportional basis to participants of the CUC International Savings Incentive Plan who purchased such common stock during the class period and suffered recognizable losses. In consideration for, and as a condition for the $2 million contribution to the Plan, the Plan assigned to the Company all recoveries to which the Plan is, has been, or becomes entitled. In 2003, the Plan received settlement proceeds under the class action. The Plan received (i) $16,102,723 relating to losses incurred by the Plan (recorded within other income, net on the Statement of Changes in Net Assets Available for Plan Benefits) and (ii) $459,275 relating to losses incurred by the CUC International Savings Incentive Plan (which was previously merged into the Plan). The amount under clause (ii) above was assigned to the Company in accordance with the arrangement under which the Company contributed $2 million to the Plan in 2002, discussed above.

6.   PLAN TERMINATION

Although the Company has not expressed any intention to do so, the Company reserves the right to modify, suspend, amend or terminate the Plan in whole or in part at any time subject to the provisions of ERISA. If the Plan is terminated, the amounts credited to the employer contribution accounts of all participants become fully vested.

7.   RECONCILIATION TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2003, to Form 5500:

         
Net assets available for benefits per the financial statements
  $ 1,223,955,516  
Amounts allocated to withdrawing participants
    (1,077,701 )
 
     
Net assets available for benefits per Form 5500
  $ 1,222,877,815  
 
     

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2003, to Form 5500:

         
Benefits paid to participants per the financial statements
  $ 94,299,327  
Add: Amounts allocated to withdrawing participants at December 31, 2003
    1,077,701  
 
     
Benefits paid to participants per Form 5500
  $ 95,377,028  
 
     

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Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2003, but not yet paid as of that date.

8.   SUBSEQUENT EVENT

In connection with the settlement discussed in Note 5 – Party-In-Interest Transactions, the Plan received additional proceeds of approximately $1.7 million in March 2004. This amount was withheld from the Plan by the class action settlement claims administrator in order to address certain contingencies that existed as of December 31, 2003, including additional administrative expenses, interest and the resolution of disputed claims, and will be recognized in the Plan’s Statement of Changes in Net Assets Available for Plan Benefits during the year ended December 31, 2004.

******

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Plan Number: 002
EIN: 06-0918165

CENDANT CORPORATION EMPLOYEE SAVINGS PLAN

FORM 5500, PART IV, SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2003


                             
        Number of              
        Shares, Units              
Identity of Issue   Description   or Par Value     Cost***     Current Value  
* Cendant Corporation Common Stock
  Common stock     3,510,072             $ 78,169,310  
* Merrill Lynch Equity Index Trust
  Common/collective trust     922,140               74,121,648  
* Merrill Lynch Retirement Preservation Trust
  Common/collective trust     278,289,895               278,289,895  
Davis NY Venture Fund
  Mutual fund     2,225,903               61,256,839  
ING International Value Fund
  Mutual fund     2,697,309               40,484,360  
Lord Abbett Bond Debenture
  Mutual fund     804,924               6,576,223  
MASS Investors Growth Stock Fund
  Mutual fund     7,216,595               81,691,852  
MFS Value Fund
  Mutual fund     1,454,322               29,580,910  
MFS Mid-Cap Growth Fund
  Mutual fund     5,005,479               39,092,793  
MFS New Discovery Fund
  Mutual fund     531,796               8,163,069  
Oppenheimer Capital
  Mutual fund     1,495,514               57,906,308  
Oppenheimer International Growth Fund
  Mutual fund     1,073,608               17,736,010  
Oppenheimer Developing Markets Fund
  Mutual fund     638,691               13,163,415  
Oppenheimer Quest Balanced Value Fund
  Mutual fund     1,187,961               19,446,926  
PIMCO PEA Renaissance Fund
  Mutual fund     2,434,501               56,090,913  
PIMCO Total Return Fund
  Mutual fund     7,990,376               85,576,926  
PIMCO CCM Capital Appreciation Fund
  Mutual fund     2,396,504               38,032,521  
The Oakmark Equity and Income Fund
  Mutual fund     2,013,483               44,236,226  
State Street Aurora Fund
  Mutual fund     1,500,846               57,947,667  
State Street Reserve Aurora Fund
  Mutual fund     185,066               6,669,792  
Victory Real Estate Investment Fund
  Mutual fund     418,003               6,541,742  
Loans to participants **
                        27,393,841  
Cash and cash equivalents
                        1,348,686  
 
                         
Total
                      $ 1,129,517,872  
 
                         

*  
Represents a permitted party-in-interest (refer to Note 5).

**  
Interest rates range from 5.0% to 11.5%.

***  
Cost information is not required for participant-directed investments.

******

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

             
    Cendant Corporation Employee Savings Plan
 
           
      BY:   /s/ Terence P. Conley
          Terence P. Conley
          Executive Vice President,
          Human Resources and Corporate Services
          Cendant Corporation
 
           
Date: June 28, 2004
           

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Consent of Deloitte & Touche LLP
 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-42549 and No. 333-98933 of Cendant Corporation on Form S-8 of our report dated June 28, 2004, appearing in this Annual Report on Form 11-K of the Cendant Corporation Employee Savings Plan for the year ended December 31, 2003.

/s/ Deloitte & Touche LLP
New York, New York
June 28, 2004

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