================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------ APRIL 18, 2001 (APRIL 18, 2001) (DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)) CENDANT CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-10308 06-0918165 (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 9 WEST 57TH STREET NEW YORK, NY 10019 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) (212) 413-1800 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================
ITEM 5. OTHER EVENTS Earnings Release. On April 18, 2001, we reported our 2001 first quarter results, which are discussed in more detail in the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference in its entirety, and should be read in conjunction with the Note Regarding Forward-Looking Statements attached hereto as Exhibit 99.2, which is also incorporated herein by reference in its entirety. ITEM 7. EXHIBITS See Exhibit Index. 1
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENDANT CORPORATION BY: /s/ John T. Mcclain ------------------- John T. McClain Senior Vice President, Finance and Corporate Controller Date: April 18, 2001 2
CENDANT CORPORATION CURRENT REPORT ON FORM 8-K EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 Press Release: Cendant Reports Better Than Expected First Quarter 2001 Results 99.2 Note Regarding Forward-Looking Statements 3
EXHIBIT 99.1 [CENDANT LOGO] CENDANT REPORTS BETTER THAN EXPECTED FIRST QUARTER 2001 RESULTS 1Q Adjusted EPS of $0.19 Exceeds Projection by $0.03 Company Increases Full Year Projected 2001 Adjusted EPS to $1.00 Compared with $0.91 in 2000 and Increases 2001 Second Quarter Outlook to $0.27 from $0.26 1Q Adjusted EPS $0.19 in 2001 vs. $0.22 in 2000 1Q Reported EPS from Continuing Operations $0.28 in 2001 vs. $0.15 in 2000 NEW YORK, NY, APRIL 18, 2001 - Cendant Corporation (NYSE: CD) today reported better than expected first quarter 2001 results and increased its outlook for second quarter and full year 2001. The Company's four reportable segments - Real Estate Services, Hospitality, Vehicle Services and Financial Services - all exceeded or met forecasts for first quarter 2001, and each exceeded last year's results. "We are pleased that we have exceeded our projections in the quarter and are once again raising our projected results for the full year 2001. Strong contributions from many of our businesses and the addition of the operations of Avis to our Vehicle Services segment drove the increase in our first quarter EBITDA over prior projections and last year," said Cendant Chairman, President and Chief Executive Officer, Henry R. Silverman. "Despite a challenging economic environment, we believe that the diversity of our portfolio of companies, which is hedged against economic cycles, coupled with our fee-for-services business model will continue to drive growth in revenue and earnings in 2001." The Company announced that first quarter 2001 Adjusted earnings per share from continuing operations (adjusted to remove non-recurring or unusual items), excluding move.com operating results and the effect of an equity ownership of Homestore.com ("Adjusted EPS") of $0.19 exceeded prior first quarter 2001 projections of $0.16. The Company also announced that based on the leading indicators from its business units, the impact of lower interest rates and using cash instead of shares to acquire Fairfield Resorts, it has increased its second quarter 2001 Adjusted EPS projection to $0.27 from the prior projection of $0.26 and its full year 2001 projection to $1.00 from the prior projection of $0.95. This compares with 2000 actual Adjusted EPS of $0.91. The Company anticipates that further improvements in existing operations, benefits from recent acquisitions and other strategic activity may result in further increases in projected earnings for 2001. 1
The Company noted that 2001 Adjusted EPS is now projected to be 10% ahead of last year, despite 2001 being burdened by an estimated $0.07 per share of additional interest ($0.03 in the first quarter) resulting from the settlement of the Company's principal class action litigation. In addition, the prior year's first quarter benefited from a previously disclosed $0.03 per share of financial income derived from certain of the Company's investments. RECENT ACTIVITIES Consistent with its new growth agenda, the Company has completed several strategic transactions: o Acquired the remaining shares of Avis Group Holdings not already owned for approximately $937 million in March 2001. This transaction was immediately accretive to earnings. o Acquired Fairfield, the largest independent vacation ownership company in the United States, in April 2001 for approximately $690 million. This transaction is expected to be immediately accretive to earnings. o Acquired Holiday Cottages, a leading provider of holiday cottage rentals in Europe, in January 2001 and RCI Southern Africa, a timeshare exchange business, in March 2001. o Sold its full service real estate Internet portal, move.com, along with certain ancillary businesses, to Homestore.com for more than $700 million in February 2001. The transaction resulted in an approximately 10 times return on Cendant's investment. Cendant currently owns approximately 19% of the outstanding shares of Homestore.com. o Completed an agreement whereby Merrill Lynch outsourced its mortgage origination and servicing operations to Cendant Mortgage, effective January 2001. o Raised $1.5 billion through a common stock and senior zero coupon convertible notes offering in February 2001. FIRST QUARTER SEGMENT RESULTS The underlying discussion of results from continuing operations focuses on Adjusted EBITDA, which is defined as earnings before non-operating interest, income taxes, depreciation, amortization, minority interest and equity in Homestore.com, adjusted to exclude certain items which are of a non-recurring or unusual nature and are not measured in assessing segment performance or are not segment specific. Such discussion is the most informative representation of how management evaluates performance and allocates resources. In connection with the significant acquisitions and dispositions of businesses completed during 2001, we have realigned the operations and management of our businesses. Accordingly, we have changed our reportable segments to coincide with this realignment. Beginning with first quarter 2001, we have the following reportable operating segments: Real Estate Services (consisting of the Company's three real estate brands, mortgage and relocation services); Hospitality (consisting of the Company's nine lodging brands, timeshare, travel agency and cottage rental); Vehicle Services (consisting of car rental, vehicle management services and National Car Parks); and Financial Services (consisting of insurance related services, financial services enhancement products and tax preparation services). Additionally, Corporate and Other includes unallocated corporate overhead and the operating results of certain other non-material business units, some of which have been disposed. All prior periods have been restated to reflect the change in segments. (See Table 3 for first quarter 2001 and 2000 Revenues and Adjusted EBITDA by Segment; Table 4 for Revenues 2
and Adjusted EBITDA by Segment for the quarters and full year of 2000; Table 5 for expanded first quarter 2001 and 2000 Segment Revenue Driver Analysis and Table 6 for Segment Revenue Driver Analysis for the quarters of 2000.) REAL ESTATE SERVICES 2001 2000 % CHANGE - -------------------------------------------------------------------------- REVENUES $339 $289 17% - -------------------------------------------------------------------------- ADJUSTED EBITDA $132 $114 16% - -------------------------------------------------------------------------- ADJUSTED EBITDA MARGIN 39% 39% - ----------------------------------------------------- The increase in operating results was principally driven by a significant increase in mortgage loan production, growth in our mortgage servicing portfolio and increased relocation service based fees. Recurring royalties from real estate franchising were essentially unchanged despite soft industry-wide conditions, particularly in California, due to growth in our franchise systems as a result of franchise sales and NRT acquisitions. HOSPITALITY 2001 2000 % CHANGE - -------------------------------------------------------------------------- REVENUES $264 $242 9% - -------------------------------------------------------------------------- ADJUSTED EBITDA $104 $91 14% - -------------------------------------------------------------------------- ADJUSTED EBITDA MARGIN 39% 38% - ----------------------------------------------------- Revenues and Adjusted EBITDA increased primarily from our timeshare operations and the January 2001 acquisition of Holiday Cottages. Timeshare revenues grew due to an increase in members and the number of exchange transactions. VEHICLE SERVICES 2001 2000 % CHANGE - -------------------------------------------------------------------------- REVENUES $454 $137 231% - -------------------------------------------------------------------------- ADJUSTED EBITDA $93 $72 29% - -------------------------------------------------------------------------- In March 2001, we acquired the remaining 82% of outstanding common shares of Avis Group Holdings that we did not already own. The acquisition was accounted for as a purchase and, accordingly, its operating results are included since the acquisition date. Prior to the acquisition, revenue and Adjusted EBITDA principally consisted of Avis royalties, earnings from our equity investment in Avis and the operations of National Car Parks. FINANCIAL SERVICES 2001 2000 % CHANGE - -------------------------------------------------------------------------- REVENUES $203 $194 5% - -------------------------------------------------------------------------- ADJUSTED EBITDA $84 $82 2% - -------------------------------------------------------------------------- ADJUSTED EBITDA MARGIN 41% 42% - ----------------------------------------------------- Revenue and Adjusted EBITDA reflect strong tax return volume growth at Jackson Hewitt partially offset by modest declines at FISI/BCI due to reduced direct mail offerings in prior periods and reduced billings and collections of insurance premiums. 3
2001 OUTLOOK The Company raised full year 2001 projected Adjusted EPS to $1.00 compared with most recent 2001 projections of $0.95 (and original 2001 projections of $0.91) and compared with $0.91 for full year 2000. The raised outlook for 2001 reflects strong operating performance across our comparable business units, an increased contribution from Avis in first quarter 2001, reduced interest expense and lower projected weighted average shares outstanding. The Company also raised second quarter 2001 projected Adjusted EPS to $0.27 compared with $0.23 in second quarter 2000, and reiterated that Adjusted EPS in the third and fourth quarters of 2001 are also projected to be higher than the corresponding quarters in 2000. The Company revised its 2001 financial projections from continuing operations, excluding the results of move.com/Homestore.com and including the results of Avis and Fairfield, as follows: ($ in millions) Current 2001 Projection Prior 2001 Projection 2000 Annual ----------------------- --------------------- ----------- Adjusted EBITDA: Real Estate Services $825 - $845 N/A $752 Hospitality $535 - $550 N/A $394 Vehicle Services $530 - $545 N/A $306 Financial Services $210 - $220 N/A $200 Corporate and Other ($45 - $55) N/A ($15) Total Adjusted EBITDA $2,060 - $2,100 $2,015 - $2,060 $1,637 Depreciation and Amortization $450 - $460 $425 - $435 $324 Interest Expense, net $255 - $270 $335 - $350 $146 Effective Tax Rate on Adjusted Results 35.2% 35.2% 34.0% Minority Interest $29 $31 $84 Weighted Average Shares Outstanding (millions) 875 - 895 900 - 925 762 Capital Expenditures $275 - $325 N/A $199 The increase in net interest expense in 2001 compared with 2000 is principally due to the Company's principal class action litigation settlement obligation. The Company expects year-over-year interest expense comparisons to improve by fourth quarter 2001 as it discharges the liability and anniversaries the expense recorded in the prior year. The decrease in projected interest expense compared with the prior projection is due to lower corporate borrowing costs, including the February 2001 issuance of zero coupon convertible notes. The higher 2001 tax rate is principally a result of the acquisition of Avis; however, the Company continues to examine ways to reduce its 2001 effective tax rate. Reduced minority interest in 2001 is primarily a result of the retirement of the Feline PRIDES in February 2001. The increase in projected weighted average shares outstanding in 2001 compared with 2000 is primarily the result of the issuance of 61 million shares of common stock in connection with the retirement of Feline PRIDES and the issuance of 46 million shares in February 2001. The increased projected capital spending and depreciation and amortization in 2001 is primarily related to the acquisitions of Avis and Fairfield, as well as Holiday Cottages and RCI Southern Africa. 4
FIRST QUARTER BALANCE SHEET o As of March 31, 2001, we had approximately $2.2 billion of cash and cash equivalents and $4.7 billion of debt and minority interest. In February 2001, we issued zero coupon convertible senior notes for gross proceeds of $900 million. o As of March 31, 2001 the net debt to total capital ratio was 32%. The ratio of Adjusted EBITDA, excluding move.com/Homestore.com, to net interest expense was 7.1 in first quarter 2001. o In first quarter 2001 we paid $250 million to a settlement trust, reducing the net outstanding obligation associated with the principal class action litigation settlement at March 31, 2001 to $2.25 billion. o Common shares outstanding increased in first quarter 2001 primarily from the issuance of 61 million shares in connection with the retirement of $1.7 billion of Feline PRIDES and the sale of 46 million shares in February 2001. FIRST QUARTER EPS ITEMS Reported EPS for CD common stock includes Cendant Group operations and a retained interest in Move.com Group. (See Table 2 for calculation of earnings.) Reported EPS from continuing operations for Cendant Group was $0.28 in first quarter 2001 and $0.15 in first quarter 2000. The following are the significant items reflected in reported results from continuing operations that are considered to be of an unusual or non-recurring nature for purposes of deriving Adjusted EBITDA and Adjusted EPS: FIRST QUARTER 2001 o A net gain of $435 million ($261 million after tax) on the disposition of businesses, primarily related to the sale of move.com. Cendant Group's retained interest in the move.com after tax gain was $234 million or $0.28 per share. o A charge totaling $95 million ($62 million or $0.07 per share after tax) to fund a contribution to an independent technology trust responsible for providing technology initiatives for the benefit of current and future franchisees at Century 21, Coldwell Banker and ERA. o A charge totaling $85 million ($56 million or $0.07 per share after tax) incurred in conjunction with the development and launch of an Internet travel portal. The Company's financial contribution to the independent entity developing the portal, which is required to be expensed immediately, is expected to provide attractive financial returns to Cendant and its franchisees with limited risk and to significantly expand the Internet presence of the Company's travel brands. o A net loss of $18 million after tax or $0.02 per share related to Cendant's proportionate ownership in Homestore.com. o A charge of $11 million ($7 million or $0.01 per share after tax) for litigation settlement and investigation costs, net of a credit for distributed Feline PRIDES Rights that expired unexercised. o Merger related charges totaling $8 million ($5 million or $0.01 per share after tax) related to the acquisition and integration of Avis. o A charge of $7 million ($5 million or $0.01 per share after tax) related to a special contribution made to a newly formed Cendant Charitable Foundation. 5
FIRST QUARTER 2000 o A net credit of $38 million ($25 million or $0.03 per share after tax) for disallowed claims in connection with the Feline PRIDES class action litigation, net of investigation related costs. o Restructuring and other unusual charges totaling $86 million ($56 million or $0.07 per share after tax). o Charges totaling $13 million ($9 million or $0.01 per share after tax) for losses on the disposition of businesses. INVESTOR CONFERENCE CALL Cendant will host a conference call to discuss first quarter results on Thursday, April 19, 2001 at 1:00 p.m. Eastern Time. Investors may access this call live at www.Cendant.com or dial in to 913-981-5571. A web replay will be available beginning at 4:00 p.m. Eastern Time on April 19, 2001 at www.Cendant.com. A telephone replay will be available from 4:00 p.m. Eastern Time on April 19, 2001 until 8:00 p.m. on April 23 at 719-457-0820, access code: 461306. STATEMENTS ABOUT FUTURE RESULTS MADE IN THIS RELEASE CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND THE CURRENT ECONOMIC ENVIRONMENT. THE COMPANY CAUTIONS THAT THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS. IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS ARE SPECIFIED IN THE COMPANY'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000. SUCH FORWARD-LOOKING STATEMENTS INCLUDE PROJECTIONS. SUCH PROJECTIONS WERE NOT PREPARED IN ACCORDANCE WITH PUBLISHED GUIDELINES OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OR THE SEC REGARDING PROJECTIONS AND FORECASTS, NOR HAVE SUCH PROJECTIONS BEEN AUDITED, EXAMINED OR OTHERWISE REVIEWED BY INDEPENDENT AUDITORS OF CENDANT OR ITS AFFILIATES. IN ADDITION, SUCH PROJECTIONS ARE BASED UPON MANY ESTIMATES AND ARE INHERENTLY SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF MANAGEMENT OF CENDANT AND ITS AFFILIATES. CERTAIN OF SUCH UNCERTAINTIES AND CONTINGENCIES ARE SPECIFIED IN CENDANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000. ACCORDINGLY, ACTUAL RESULTS MAY BE MATERIALLY HIGHER OR LOWER THAN THOSE PROJECTED. THE INCLUSION OF SUCH PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS A REPRESENTATION BY CENDANT OR ITS AFFILIATES THAT THE PROJECTIONS WILL PROVE TO BE CORRECT. Cendant Corporation is a diversified global provider of business and consumer services primarily within the real estate and travel sectors. The Company's fee-for-service businesses include hotel, real estate and tax preparation franchising; rental cars, fleet leasing and fuel cards; mortgage origination and employee relocation; customer loyalty programs; vacation exchange and rental services and vacation interval sales. Other business units include the UK's largest private car park 6
operator and electronic reservations processing for the travel industry. With headquarters in New York City, the Company has approximately 60,000 employees and operates in over 100 countries. More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site at www.Cendant.com or by calling 877-4INFO-CD (877-446-3623). Media Contact: Investor Contacts: - ------------- ----------------- Elliot Bloom Denise Gillen Sam Levenson 212-413-1832 212-413-1833 212-413-1834 ***** Tables Follow 7
TABLE 1 CENDANT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data) THREE MONTHS ENDED MARCH 31, ------- ------- 2001 2000 ------- ------- REVENUES Service fees, net $ 893 $ 812 Vehicle-related 398 70 Other 12 63 ------- ------- Net revenues 1,303 945 ------- ------- EXPENSES Operating 433 338 Marketing and reservation 158 140 Vehicle depreciation, lease charges and interest, net * 181 -- General and administrative 135 107 Non-vehicle depreciation and amortization 95 81 Other charges (credits): Restructuring and other unusual charges 186 86 Merger-related costs 8 -- Litigation settlement and related costs 11 (38) Non-vehicle interest, net 57 25 ------- ------- Total expenses 1,264 739 ------- ------- Net gain (loss) on dispositions of businesses 435 (13) ------- ------- INCOME BEFORE INCOME TAXES, MINORITY INTEREST AND EQUITY IN HOMESTORE.COM 474 193 Provision for income taxes 189 66 Minority interest, net of tax 13 16 Equity in Homestore.com, net of tax 18 -- ------- ------- INCOME FROM CONTINUING OPERATIONS 254 111 Discontinued operations: Income from discontinued operations, net of tax -- 16 Gain on disposal of discontinued operations, net of tax 23 -- ------- ------- INCOME BEFORE EXTRAORDINARY LOSS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 277 127 Extraordinary loss, net of tax -- (2) ------- ------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 277 125 Cumulative effect of accounting change, net of tax (38) (56) ------- ------- NET INCOME $ 239 $ 69 ======= ======= CD COMMON STOCK INCOME PER SHARE BASIC Income from continuing operations $ 0.29 $ 0.15 Net income $ 0.28 $ 0.10 DILUTED Income from continuing operations $ 0.28 $ 0.15 Net income $ 0.26 $ 0.09 WEIGHTED AVERAGE SHARES Basic 790 717 Diluted 830 751 MOVE.COM COMMON STOCK INCOME PER SHARE BASIC Income from continuing operations $ 10.41 Net income $ 10.34 DILUTED Income from continuing operations $ 10.13 Net income $ 10.07 WEIGHTED AVERAGE SHARES Basic 2 Diluted 3 - ------- * Includes interest charges of $39 million for the three months ended March 31, 2001.
TABLE 2 CENDANT CORPORATION AND SUBSIDIARIES SUPPLEMENTAL INCOME (LOSS) PER SHARE DATA - CALCULATION OF EARNINGS BY CLASS OF COMMON STOCK (IN MILLIONS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED MARCH 31, 2001 -------------------- AS AS REPORTED ADJUSTED -------- -------- CD COMMON STOCK INCOME PER SHARE INCOME FROM CONTINUING OPERATIONS: Income from continuing operations, including Cendant Group's retained interest in Move.com Group $ 233 $ 146 Convertible debt interest, net of tax 3 3 Adjustment to Cendant Group's retained interest in Move.com Group (A) (6) -- ----- ----- Income from continuing operations - Diluted $ 230 $ 149 ===== ===== NET INCOME: Net income, including Cendant Group's retained interest in Move.com Group $ 218 $ 146 Convertible debt interest, net of tax 3 3 Adjustment to Cendant Group's retained interest in Move.com Group(A) (6) -- ----- ----- Net income - Diluted $ 215 $ 149 ===== ===== WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 790 790 Diluted 830 830 INCOME PER SHARE: Basic Income from continuing operations $0.29 $ 0.18 * Net income 0.28 0.18 * Diluted Income from continuing operations $0.28 $ 0.18 * Net income 0.26 0.18 * MOVE.COM COMMON STOCK INCOME (LOSS) PER SHARE INCOME (LOSS) FROM CONTINUING OPERATIONS(B): Income (loss) from continuing operations, excluding Cendant Group's retained interest in Move.com Group $ 21 $ (1) Adjustment to Cendant Group's retained interest in Move.com Group (A) 6 -- ----- ----- Income from continuing operations - Diluted $ 27 $ (1) ===== ===== NET INCOME (LOSS)(C): Net income (loss), excluding Cendant Group's retained interest in Move.com Group $ 21 $ (1) Adjustment to Cendant Group's retained interest in Move.com Group (A) 6 -- ----- ----- Net income - Diluted $ 27 $ (1) ===== ===== WEIGHTED AVERAGE SHARES OUTSTANDING(D): Basic 2 2 Diluted 3 3 INCOME (LOSS) PER SHARE: Basic Income (loss) from continuing operations $10.41 $(0.26) Net income (loss) 10.34 (0.26) Diluted Income (loss) from continuing operations $10.13 $(0.25) Net income (loss) 10.07 (0.25) - ---------- * Includes Cendant Group's retained interest in the adjusted results of operations of Move.com Group. (A) Amount represents the differential between Cendant Group's retained interest in Move.com Group for its basic and diluted income (loss) per share calculations. (B) In thousands, the As Reported and As Adjusted basic income (loss) from continuing operations attributable to Move.com common stock was $20,983 and ($525), respectively, and the As Reported and As Adjusted diluted income (loss) from continuing operations attributable to Move.com common stock was $27,086 and ($678), respectively. (C) In thousands, the As Reported and As Adjusted basic net income (loss) attributable to Move.com common stock was $20,847 and ($525), respectively, and the As Reported and As Adjusted diluted net income (loss) attributable to Move.com common stock was $26,911 and ($678), respectively. (D) In thousands, the As Reported and As Adjusted basic and diluted weighted average shares outstanding were 2,016 and 2,673, respectively.
Table 3 Cendant Corporation and Subsidiaries Revenues and Adjusted EBITDA by Segment * (Dollars in millions) Three Months Ended March 31, ---------------------------- Revenues Adjusted EBITDA (A) -------------------------------- ------------------------------- 2001 2000 % Change 2001 2000 (B) % Change -------------------------------- ------------------------------- Real Estate Services $ 339 $ 289 17% $ 132 (D) $ 114 16% Hospitality 264 242 9% 104 91 (G) 14% Vehicle Services 454 137 231% 93 (E) 72 29% Financial Services 203 194 5% 84 82 2% ------- ----- ----- ----- Total Reportable Segments 1,260 862 413 359 Corporate and Other (C) 43 83 ** (17) (F) 1 (H) ** ------- ----- ----- ----- Total Company $ 1,303 $ 945 $ 396 $ 360 ======= ===== ===== ===== - ---------- * In connection with significant acquisitions and dispositions of businesses completed during 2001, the Company realigned the operations and management of certain of its businesses. Accordingly, the Company's segment reporting structure now encompasses the following four reportable segments: Real Estate Services, Hospitality, Vehicle Services and Financial Services. ** Not meaningful. (A) Defined as earnings before non-operating interest, income taxes, depreciation and amortization, minority interest and equity in Homestore.com, adjusted to exclude certain items which are of a non-recurring or unusual nature and not measured in assessing segment performance or are not segment specific. (B) Excludes a charge of $86 million in connection with restructuring and other initiatives ($63 million, $11 million and $2 million of charges were recorded within the Real Estate Services, Hospitality and Financial Services segments, respectively. Charges of $10 million were recorded within businesses not classified by the Company as reportable operating segments). (C) Includes Move.com Group revenues of $10 million and $11 million and Move.com Group Adjusted EBITDA losses of $9 million and $26 million for the three months ended March 31, 2001 and 2000, respectively. (D) Excludes a charge of $95 million to fund an irrevocable contribution to an independent technology trust responsible for providing technology initiatives for the benefit of current and future franchisees at Century 21, Coldwell Banker and ERA. (E) Excludes a charge of $4 million related to the acquisition and integration of Avis Group Holdings, Inc. ("Avis") and includes $5 million of interest expense related to debt used in the acquisition of Avis. (F) Excludes (i) a net gain of $435 million related to the dispositions of businesses and (ii) a credit of $14 million to reflect an adjustment to the settlement charge recorded in the fourth quarter of 1998 for the PRIDES class action litigation primarily related to Rights that expired unexercised. Such amounts were partially offset by charges of (i) $85 million incurred in connection with the creation of Travel Portal, Inc., a company that was created to pursue the development of an online travel business, (ii) $25 million for investigation-related costs, (iii) $7 million related to a contribution to the Cendant Charitable Foundation and (iv) $4 million related to the acquisition and integration of Avis. (G) Excludes $4 million of losses related to the dispositions of businesses. (H) Excludes a non-cash credit of $41 million in connection with a change to the original estimate of the number of Rights to be issued in connection with the PRIDES settlement resulting from unclaimed and uncontested Rights. Such credit was partially offset by (i) $9 million of losses related to the dispositions of businesses and (ii) $3 million of investigation-related costs.
TABLE 4 CENDANT CORPORATION AND SUBSIDIARIES 2000 REVENUES AND ADJUSTED EBITDA BY SEGMENT (A) (DOLLARS IN MILLIONS) YEAR ENDED DECEMBER 31, 2000 REVENUES --------------------------------------------------- 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year ------- ------- ------- ------- --------- Real Estate Services $ 289 $ 377 $ 419 $ 376 $ 1,461 Hospitality 242 257 278 236 1,013 Vehicle Services 137 135 146 150 568 Financial Services 194 153 148 143 638 ------- ------- ------- ------- ------- Total Reportable Segments 862 922 991 905 3,680 Corporate and Other (B) 83 51 53 63 250 ------- ------- ------- ------- ------- Total Company $ 945 $ 973 $ 1,044 $ 968 $ 3,930 ======= ======= ======= ======= ======= ADJUSTED EBITDA --------------------------------------------------- 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year ------- ------- ------- ------- --------- Real Estate Services $ 114 $ 193 $ 242 $ 203 $ 752 Hospitality 91 103 115 85 394 Vehicle Services 72 67 81 86 306 Financial Services 82 42 42 34 200 ------- ------- ------- ------- ------- Total Reportable Segments 359 405 480 408 1,652 Corporate and Other (C) 1 (45) (36) (29) (109) ------- ------- ------- ------- ------- Total Company $ 360 $ 360 $ 444 $ 379 $ 1,543 ======= ======= ======= ======= ======= - ---------- (A) In connection with significant acquisitions and dispositions of businesses completed during 2001, the Company realigned the operations and management of certain of its businesses. Accordingly, the Company's segment reporting structure now encompasses the following four reportable segments: Real Estate Services, Hospitality, Vehicle Services and Financial Services. Amounts are presented herein as if the 2001 segment reporting structure was applicable to 2000. (B) Includes Move.com Group revenues of $11 million, $15 million, $15 million, $18 million and $59 million for the first, second, third and fourth quarters and for the full year, respectively. (C) Includes Move.com Group Adjusted EBITDA losses of $26 million, $28 million, $20 million, $20 million and $94 million for the first, second, third and fourth quarters and for the full year, respectively.
TABLE 5 CENDANT CORPORATION AND SUBSIDIARIES SEGMENT REVENUE DRIVER ANALYSIS (REVENUE DOLLARS IN THOUSANDS) THREE MONTHS ENDED MARCH 31, ---------------------------------------- 2001 2000 % CHANGE ---------- ---------- ---------- REAL ESTATE SERVICES SEGMENT REAL ESTATE Closed Sides - Domestic (000's) 359,561 372,403 (3%) Average Price $ 171,865 $ 162,908 5% Royalty and Marketing Revenue $ 103,370 $ 103,843 -- Total Revenue $ 117,849 $ 120,744 (2%) RELOCATION Service Based Revenue (Referrals, Outsourcing, etc.) $ 61,174 $ 53,606 14% Asset Based Revenue (Corporate and Government Home Sale Closings and Financial Income) $ 41,916 $ 37,626 11% Total Revenue $ 103,090 $ 91,232 13% MORTGAGE Production Loans Sold (millions) $ 5,916 $ 3,713 59% Production Revenue $ 87,153 $ 53,279 64% Average Servicing Loan Portfolio (millions) $ 83,275 $ 51,955 60% Servicing Revenue $ 31,403 $ 23,444 34% Total Revenue $ 118,823 $ 76,903 55% HOSPITALITY SEGMENT LODGING RevPar ($) $ 24.17 $ 24.12 -- Weighted Average Rooms Available 508,685 501,160 2% Royalty, Marketing and Reservation Revenue $ 84,484 $ 83,494 1% Total Revenue $ 106,809 $ 105,643 1% RCI Average Subscriptions 2,562,682 2,336,574 10% Number of Timeshare Exchanges 506,590 468,692 8% Total Revenue $ 127,005 $ 115,516 10% VEHICLE SERVICES SEGMENT (A) CAR RENTAL Rental Days (000's) 5,395 n/a n/a Time and Mileage Revenue per Day $ 39.36 n/a n/a Total Revenue $ 251,028 n/a n/a FLEET Average Fleet (Leased) 311,907 n/a n/a Average Number of Cards (000's) 3,554 n/a n/a Total Revenue $ 128,377 n/a n/a FINANCIAL SERVICES SEGMENT Insurance/Wholesale-related Revenue $ 143,313 $ 144,551 (1%) Other Revenue $ 59,959 $ 49,538 21% Total Revenue $ 203,272 $ 194,089 5% - ---------- (A) On March 1, 2001 the Company acquired the remaining shares of Avis that were not owned by the Company.
TABLE 6 CENDANT CORPORATION AND SUBSIDIARIES 2000 SEGMENT REVENUE DRIVER ANALYSIS (REVENUE DOLLARS IN THOUSANDS) THREE MONTHS ENDED ------------------------------------------------- MARCH 31, JUNE 30, SEPT. 30, DEC. 31, 2000 2000 2000 2000 ---------- ---------- ---------- ---------- REAL ESTATE SERVICES SEGMENT REAL ESTATE Closed Sides - Domestic (000's) 372,403 503,921 518,652 465,072 Average Price $ 162,908 $ 172,594 $ 171,856 $ 172,061 Royalty and Marketing Revenue $ 103,843 $ 144,092 $ 145,838 $ 129,682 Total Revenue $ 120,744 $ 165,683 $ 161,945 $ 144,306 RELOCATION Service Based Revenue (Referrals, Outsourcing, etc.) $ 53,606 $ 66,803 $ 77,085 $ 70,046 Asset Based Revenue (Corporate and Government Home Sale Closings and Financial Income) $ 37,626 $ 47,631 $ 49,583 $ 45,756 Total Revenue $ 91,232 $ 114,434 $ 126,668 $ 115,802 MORTGAGE Production Loans Sold (millions) $ 3,713 $ 4,746 $ 6,754 $ 5,883 Production Revenue $ 53,279 $ 73,714 $ 107,798 $ 78,014 Average Servicing Loan Portfolio (millions) $ 51,955 $ 58,264 $ 64,298 $ 69,052 Servicing Revenue $ 23,444 $ 23,347 $ 24,355 $ 38,558 Total Revenue $ 76,903 $ 97,241 $ 132,330 $ 116,749 HOSPITALITY SEGMENT LODGING RevPar ($) $ 24.12 $ 30.33 $ 35.17 $ 25.33 Weighted Average Rooms Available 501,160 501,929 504,648 506,240 Royalty, Marketing and Reservation Revenue $ 83,494 $ 106,397 $ 123,738 $ 89,240 Total Revenue $ 105,643 $ 129,899 $ 147,113 $ 110,659 RCI Average Subscriptions 2,336,574 2,341,576 2,362,479 2,377,862 Number of Timeshare Exchanges 468,692 360,968 386,451 355,537 Total Revenue $ 115,516 $ 103,311 $ 107,697 $ 106,410 FINANCIAL SERVICES SEGMENT Insurance/Wholesale-related Revenue $ 144,551 $ 145,386 $ 144,921 $ 139,609 Other Revenue $ 49,538 $ 7,335 $ 3,040 $ 3,141 Total Revenue $ 194,089 $ 152,721 $ 147,961 $ 142,750
TABLE 7 CENDANT CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (IN BILLIONS) MARCH 31, DECEMBER 31, 2001 2000 --------- ------------ ASSETS Current assets Cash and cash equivalents $ 2.2 $ 1.0 Other current assets 2.4 1.4 ----- ----- Total current assets 4.6 2.4 Property and equipment, net 1.4 1.3 Goodwill, net 4.8 3.0 Other assets* 6.0 4.9 ----- ----- Total assets exclusive of assets under programs 16.8 11.6 Assets under management and mortgage programs 10.2 2.9 ----- ----- TOTAL ASSETS $27.0 $14.5 ===== ===== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current liabilities $ 2.7 $ 1.6 Net liabilities of discontinued operations 0.4 0.3 ----- ----- Total current liabilities 3.1 1.9 Long-term debt 4.2 1.9 Stockholder litigation settlement 2.9 2.9 Other noncurrent liabilities 0.6 0.5 ----- ----- Total liabilities exclusive of liabilities under programs 10.8 7.2 Liabilities under management and mortgage programs 10.5 2.5 Mandatorily redeemable preferred securities issued by subsidiaries 0.4 2.1 Total stockholders' equity 5.3 2.7 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $27.0 $14.5 ===== ===== - ---------- * Includes stockholder litigation settlement trust of $607 million.
EXHIBIT 99.2 NOTE REGARDING FORWARD-LOOKING STATEMENTS Forward-looking statements in the Press Release dated April 18, 2001 about Cendant are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cendant 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 future financial performance, business strategy, projected plans and objectives of Cendant. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "project", "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 acts. You should understand that the following important factors and assumptions could affect the future results of Cendant and could cause actual results to differ materially from those expressed in such forward-looking statements: o the effect of economic conditions and interest rate changes on the economy on a national, regional or international basis and the impact thereof on Cendant's businesses; o the effects of changes in current interest rates, particularly on our real estate services and financial services businesses; o the resolution or outcome of Cendant's unresolved pending litigation relating to the previously announced accounting irregularities and other related litigation; o the ability of Cendant to develop and implement operational and financial systems to manage rapidly growing operations and to achieve enhanced earnings or effect cost savings; o competition in Cendant's existing and potential future lines of business and the financial resources of, and products available to, competitiors; o the ability of Cendant to integrate and operate successfully acquired and merged businesses and risks associated with such businesses, including the acquisitions of Avis Group and Fairfield, the compatibility of the operating systems of the combining companies, and the degree to which existing administrative and back-office functions and costs of Cendant and the acquired companies are complementary or redundant; o uncertainty relating to the proposed spin-off of Cendant's discontinued Individual Membership segment; o Cendant's ability to obtain financing on acceptable terms to finance its growth strategy and for Cendant to operate within the limitations imposed by financing arrangements and rating agencies; 1
o competitive and pricing pressures in the vacation ownership and travel industries, including the car rental industry; o changes in the vehicle manufacturer repurchase arrangements between vehicle manufacturers and Avis Group in the event that used vehicle values decrease; and o changes in laws and regulations, including changes in accounting standards and privacy policy regulation. 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 the control of Cendant. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by Cendant. Except for their ongoing obligations to disclose material information under the federal securities laws, Cendant undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, Cendant claims the protection of the safe harbor for forward-looking statement contained in the Private Securities Litigation Reform Act of 1995. 2