================================================================================ 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 ------------ July 18, 2001 (July 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 July 18, 2001, we reported our 2001 second 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/ Tobia Ippolito ------------------- Tobia Ippolito Executive Vice President, Finance and Chief Accounting Officer Date: July 18, 2001 2
CENDANT CORPORATION CURRENT REPORT ON FORM 8-K EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 Press Release: Cendant Reports Record Second Quarter 2001 Results 99.2 Note Regarding Forward-Looking Statements 3
EXHIBIT 99.1 [LOGO] CENDANT CENDANT REPORTS RECORD SECOND QUARTER 2001 RESULTS Adjusted EPS of $0.30 Exceeds Projection by $0.03; Revenue Up 114% and Adjusted EBITDA Increases 36% vs. Second Quarter 2000 Adjusted EPS $0.30 in 2001 vs. $0.26 in 2000 Reported EPS $0.27 in 2001 vs. $0.24 in 2000 Company Again Raises Projection for Full Year 2001 NEW YORK, NY, JULY 18, 2001 - Cendant Corporation (NYSE: CD) today reported record second quarter 2001 results and projected its outlook for the remainder of 2001. Second quarter 2001 includes $0.03 per share of interest expense not included in second quarter 2000 as the Company began to recognize interest expense in third quarter 2000 as required by the settlement agreement for the principal common stock class action litigation. Without this incremental interest expense, second quarter 2001 adjusted earnings per share increased 27%. "We are pleased that we have once again exceeded our projections and reported record results this quarter, and we remain optimistic about the outlook for the remainder of 2001. Strong contributions from many of our businesses and the addition of the operations of Avis and Fairfield Resorts drove the increase in our second quarter results," said Cendant Chairman, President and Chief Executive Officer, Henry R. Silverman. "Similar to the performance of HFS during its five years as a public company, we anticipate that we will continue to have record quarters going forward in 2002, which should result in significant earnings growth in 2002." "We are particularly pleased that our traditional businesses, which we define as excluding Avis, Fairfield Resorts and Membership, met or exceeded our stated growth targets demonstrating the operating leverage of our fee-for-service business model and that our organic growth remains healthy," concluded Silverman. The Company announced that second quarter 2001 adjusted earnings per share ("adjusted EPS" excludes non-recurring or unusual items and the effect of an equity ownership of Homestore.com) of $0.30 exceeded prior second quarter 2001 projections of $0.27. The Company also announced that it has raised its projection for the second half of the year by $0.01; it now projects third quarter 2001 adjusted EPS to be $0.32 and fourth quarter 2001 adjusted EPS to be $0.24 and has increased its projection for full year 2001 to $1.07. The Company has previously forecast that adjusted EPS for full year 2002 will be $1.35 to $1.40.
SECOND QUARTER ACTIVITIES Consistent with its new growth agenda, the Company recently announced several events: o The pending acquisition of Galileo International for approximately $2.9 billion. This transaction is expected to close in the third quarter of this year and is expected to increase adjusted EPS in 2002 by $0.10 to $0.14. o An agreement to outsource and license its individual membership and loyalty businesses to Trilegiant Corporation. Adjusted EPS increased by $0.02 in first quarter 2001 and is expected to increase by $0.06 to $0.08 in 2002, as a result of the transaction. o The change in accounting for goodwill amortization recently issued by the Financial Accounting Standards Board is expected to increase 2002 earnings per share by $0.10 to $0.12. o The acquisition of Fairfield Resorts, the largest independent vacation ownership company in the United States, in April 2001 for approximately $690 million. This transaction was immediately accretive to earnings. o The issuance of zero coupon zero yield convertible senior notes raising $1 billion in May 2001. SECOND QUARTER SEGMENT RESULTS The underlying discussion of operating results focuses on Adjusted EBITDA, which is defined as earnings before non-operating interest, income taxes, non-vehicle 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 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. The Company has 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 exchange and interval sales, travel agency and cottage rental); Vehicle Services (consisting of car rental, vehicle management services and car park facility services); and Financial Services (consisting of individual membership, 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-strategic business units, some of which have been disposed. (See Table 2 for second quarter 2001 and 2000 Revenues and Adjusted EBITDA by Segment and Table 4 for second quarter 2001 and 2000 Segment Revenue Driver Analysis.) REAL ESTATE SERVICES 2001 2000 % CHANGE - -------------------------------------------------------------------------------- REVENUES $474 $377 26% - -------------------------------------------------------------------------------- EBITDA $231 $193 20% - -------------------------------------------------------------------------------- The increase in operating results was primarily driven by a significant increase in mortgage loan production. Service based fees from relocation activities and franchise fees from our real estate franchise brands also contributed to the increase in revenues and EBITDA. Royalties from real estate franchising increased due to growth in our franchise systems despite only moderate industry-wide growth nationwide and unfavorable industry conditions in California. Second quarter 2000 included a $10 million gain on the sale of a portion of our preferred stock investment in NRT. Excluding this gain, EBITDA increased 26%. 2
HOSPITALITY 2001 2000 % CHANGE - -------------------------------------------------------------------------------- REVENUES $473 $257 84% - -------------------------------------------------------------------------------- EBITDA $159 $103 54% - -------------------------------------------------------------------------------- Revenues and EBITDA increased primarily from the acquisition of Fairfield Resorts in 2001 and growth in our timeshare operations. Timeshare revenues grew due to an increase in members and the number of exchange transactions. VEHICLE SERVICES 2001 2000 % CHANGE - -------------------------------------------------------------------------------- REVENUES $1,112 $135 N/M - -------------------------------------------------------------------------------- EBITDA $ 142 $ 67 N/M - -------------------------------------------------------------------------------- N/M = not meaningful In March 2001, we acquired the remaining 82% of outstanding common shares of Avis Group Holdings that we did not already own. Prior to the acquisition, revenues and EBITDA principally consisted of Avis royalties and earnings from our equity investment in Avis (neither of which exist subsequent to our acquisition) and the operations of National Car Parks. FINANCIAL SERVICES 2001 2000 % CHANGE - -------------------------------------------------------------------------------- REVENUES $332 $321 3% - -------------------------------------------------------------------------------- EBITDA $ 70 $ 83 (16%) - -------------------------------------------------------------------------------- Increased revenues reflect contributions from the individual membership businesses and Jackson Hewitt. Increased revenues from the individual membership businesses were supported by a favorable mix of products and programs with marketing partners and the integration of Netmarket Group, an online membership business. The decrease in EBITDA is due to a reduction in membership expirations in second quarter 2001 compared with 2000 (revenue is recognized upon expiration of memberships) and increased marketing in the individual membership business to solicit new members. SECOND QUARTER BALANCE SHEET AND OTHER ITEMS o As of June 30, 2001, we had approximately $1.9 billion of cash and cash equivalents and $5.2 billion of debt and minority interest. In May 2001, we issued zero coupon zero yield convertible senior notes for gross proceeds of $1 billion. o As of June 30, 2001, the net debt to total capital ratio was 37%. The ratio of adjusted EBITDA to net interest expense (non-vehicle) was 9.5 to 1 in second quarter 2001. o In second quarter 2001, we paid $250 million to a settlement trust, reducing the net outstanding principal obligation associated with the principal common stock class action litigation settlement at June 30, 2001 to $2 billion. o Weighted average common shares outstanding increased in second 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. 3
SECOND QUARTER EPS ITEMS Reported EPS for CD common stock includes Cendant Group operations and a retained interest in Move.com Group. Reported EPS for CD common stock was $0.27 in second quarter 2001 and $0.24 in second quarter 2000. The following are the significant items reflected in reported results that are considered to be of an unusual or non-recurring nature for purposes of deriving adjusted EPS: SECOND QUARTER 2001 o A net loss of $18 million after tax related to Cendant's proportionate ownership in Homestore.com. Cendant Group's retained interest in the net loss was $17 million or $0.02 per share. o A charge of $9 million ($5 million or $0.01 per share after tax) for litigation settlement and related costs. SECOND QUARTER 2000 o A net loss of $17 million after tax or $0.02 per share related to move.com's operating results. THIRD QUARTER 2001 OUTLOOK The Company announced the following financial projections for third quarter 2001, excluding any impact of the pending Galileo acquisition: o Adjusted EBITDA is projected to be between $620 million and $635 million compared with $510 million, excluding move.com, in 2000. o Depreciation and amortization (non-vehicle) is projected to be between $125 million and $130 million compared with $87 million in 2000. o Net interest expense (non-vehicle) is projected to be between $55 million and $60 million compared with $38 million in 2000. The increase is principally due to the Company's litigation settlement obligation. The Company expects year over year interest expense comparisons to improve after August 15, 2001 as it discharges the liability and anniversaries the expense recorded in the prior year. o The Company's year-to-date tax rate, exclusive of non-recurring or unusual items, is 34.4% compared with 34.0% in 2000. The Company is currently evaluating domestic and international tax opportunities and is seeking to reduce its effective tax rate below last year's level. o Minority interest is projected to be approximately $4 million compared with $23 million in 2000. The reduction is primarily a result of the retirement of the Feline PRIDES in February 2001. o Weighted average shares outstanding are projected to be between 960 million and 975 million compared with 759 million in 2000. The increase in the average share balance is primarily the result of the issuance of 61 million shares of CD common stock in connection with the retirement of the Feline PRIDES, the issuance of 46 million shares of CD common stock in February 2001 and the anticipated inclusion in the average share calculation of 49 million shares underlying the zero coupon convertible notes issued in February 2001. 4
INVESTOR CONFERENCE CALL Cendant will host a conference call to discuss second quarter results on Thursday, July 19, 2001 at 11:00 a.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 at www.Cendant.com following the call. A telephone replay will be available from 2:00 p.m. Eastern Time on July 19, 2001 until 8:00 p.m. on July 23 at 719-457-0820, access code: 775683. 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 CENDANT'S FORM 10-K/A AND GALILEO INTERNATIONAL, INC.'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000, INCLUDING THE TIMING OF THE CONSUMMATION OF THE GALILEO ACQUISITION WHICH IS EXPECTED TO CLOSE IN THE THIRD QUARTER OF 2001. 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. 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 primarily a provider of travel and residential real estate services. With approximately 57,000 employees, New York City-based Cendant provides these services to businesses and consumers 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 5
TABLE 1 CENDANT CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ------------------- 2001 2000 2001 2000 ------- ------- --------- -------- Revenues Membership and service fees, net $ 1,355 $ 1,044 $ 2,431 $ 2,040 Vehicle-related 1,035 72 1,433 141 Other 13 21 25 84 ------- ------- ------- ------- Net revenues 2,403 1,137 3,889 2,265 ------- ------- ------- ------- EXPENSES Operating 788 361 1,239 728 Vehicle depreciation, lease charges and interest, net 545 - 725 - Marketing and reservation 291 228 541 444 General and administrative 192 144 354 277 Non-vehicle depreciation and amortization 121 86 222 171 Other charges (credits): Restructuring and other unusual charges - - 185 106 Litigation settlement and related costs 9 5 19 (33) Merger-related costs - - 8 - Non-vehicle interest, net 61 22 122 47 ------- ------- ------- ------- Total expenses 2,007 846 3,415 1,740 ------- ------- ------- ------- Net gain (loss) on dispositions of businesses - 4 435 (10) ------- ------- ------- ------- INCOME BEFORE INCOME TAXES, MINORITY INTEREST AND EQUITY IN HOMESTORE.COM 396 295 909 515 Provision for income taxes 131 98 336 176 Minority interest, net of tax 5 22 18 38 Losses related to equity in Homestore.com, net of tax 18 - 36 - ------- ------- ------- ------- INCOME BEFORE EXTRAORDINARY LOSS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 242 175 519 301 Extraordinary loss, net of tax - - - (2) ------- ------- ------- ------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 242 175 519 299 Cumulative effect of accounting change, net of tax - - (38) (56) ------- ------- ------- ------- NET INCOME $ 242 $ 175 $ 481 $ 243 ======= ======= ======= ======= CD COMMON STOCK INCOME PER SHARE BASIC Income before extraordinary loss and cumulative effect of accounting change $ 0.29 $ 0.25 $ 0.61 $ 0.42 Net income $ 0.29 $ 0.25 $ 0.57 $ 0.34 DILUTED Income before extraordinary loss and cumulative effect of accounting change $ 0.27 $ 0.24 $ 0.58 $ 0.40 Net income $ 0.27 $ 0.24 $ 0.54 $ 0.33 WEIGHTED AVERAGE SHARES Basic 851 722 820 720 Diluted 905 762 868 765 MOVE.COM COMMON STOCK INCOME (LOSS) PER SHARE BASIC Income (loss) before extraordinary loss and cumulative effect of accounting change $ (0.63) $ (0.67) $ 9.94 $ (0.67) Net income (loss) $ (0.63) $ (0.67) $ 9.87 $ (0.67) DILUTED Income (loss) before extraordinary loss and cumulative effect of accounting change $ (0.63) $ (0.67) $ 9.81 $ (0.67) Net income (loss) $ (0.63) $ (0.67) $ 9.74 $ (0.67) WEIGHTED AVERAGE SHARES Basic 1 4 2 4 Diluted 1 4 2 4 6
TABLE 2 CENDANT CORPORATION AND SUBSIDIARIES REVENUES AND ADJUSTED EBITDA BY SEGMENT (DOLLARS IN MILLIONS) THREE MONTHS ENDED JUNE 30, --------------------------- REVENUES ADJUSTED EBITDA (A) ------------------------------------ ----------------------------------------- 2001 2000 % CHANGE 2001 2000 % CHANGE ------------------------------------ ----------------------------------------- Real Estate Services $ 474 $ 377 26% $ 231 $ 193 20% Hospitality 473 257 84% 159 103 54% Vehicle Services 1,112 135 * 142 67 * Financial Services 332 321 3% 70 83 (16%) ------ ------ ------ ------ Total Reportable Segments 2,391 1,090 602 446 Corporate and Other (B) 12 47 * (15) (C) (42) (C) * ------ ------ ------ ------ Total Company $2,403 $1,137 $ 587 $ 404 ====== ====== ====== ====== SIX MONTHS ENDED JUNE 30, ------------------------- REVENUES ADJUSTED EBITDA (A) ------------------------------------ ----------------------------------------- 2001 2000 % CHANGE 2001 2000 (G) % CHANGE ------------------------------------ ----------------------------------------- Real Estate Services $ 813 $ 666 22% $ 363 (D) $ 308 18% Hospitality 737 499 48% 263 195 (H) 35% Vehicle Services 1,566 272 * 234 (E) 139 * Financial Services 722 702 3% 201 216 (7%) ------ ------ ------ ------ Total Reportable Segments 3,838 2,139 1,061 858 Corporate and Other (B) 51 126 * (31)(F) (42) (I) * ------ ------ ------ ------ Total Company $3,889 $2,265 $1,030 $ 816 ====== ====== ====== ====== - --------- * Not meaningful. (A) Defined as earnings before non-operating interest, income taxes, non-vehicle 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) Includes Move.com Group revenues and Adjusted EBITDA losses of $15 million and $29 million, respectively, for the three months ended June 30, 2000. Includes Move.com Group revenues of $10 million and $26 million and Move.com Group Adjusted EBITDA losses of $9 million and $55 million for the six months ended June 30, 2001 and 2000, respectively. (C) Excludes a charge of $9 million and $5 million for litigation settlement and related costs for the three months ended June 30, 2001 and 2000, respectively. The 2000 charge was partially offset by $4 million of gains related to the dispositions of businesses. (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 Group"). (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 PRIDES class action litigation settlement charge recorded in the fourth quarter of 1998 primarily for 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 for the benefit of certain current and future franchisees, (ii) $33 million for litigation settlement and related costs, (iii) $7 million related to a non-cash contribution to the Cendant Charitable Foundation and (iv) $4 million related to the acquisition and integration of Avis Group. (G) Excludes a charge of $106 million in connection with restructuring and other initiatives ($2 million, $63 million, $31 million and $10 million of charges were recorded within Real Estate Services, Hospitality, Financial Services and Corporate and Other, respectively). (H) Excludes $4 million of losses related to the dispositions of businesses. (I) 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) $6 million of losses related to the dispositions of businesses and (ii) $8 million of litigation settlement and related costs. 7
TABLE 3 CENDANT CORPORATION AND SUBSIDIARIES 2000 REVENUES AND ADJUSTED EBITDA BY SEGMENT (A) (DOLLARS IN MILLIONS) 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 381 321 333 345 1,380 ------- ------- ------- ------- ------- Total Reportable Segments 1,049 1,090 1,176 1,107 4,422 Corporate and Other (B) 79 47 49 62 237 ------- ------- ------- ------- ------- Total Company $ 1,128 $ 1,137 $ 1,225 $ 1,169 $ 4,659 ======= ======= ======= ======= ======= 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 133 83 86 71 373 ------- ------- ------- ------- -------- Total Reportable Segments 410 446 524 445 1,825 Corporate and Other (C) 2 (42) (34) (26) (100) ------- ------- ------- ------- -------- Total Company $ 412 $ 404 $ 490 $ 419 $ 1,725 ======= ======= ======= ======= ======== - --------- (A) During July 2001, the Company entered into a number of agreements with a third party whereby the Company will have an ongoing interest in its individual membership business. Previously, the Company had planned to spin-off this business to its stockholders and therefore had treated the results of this business as a discontinued operation. As a result of this change in plan and the Company's ongoing involvement in this business, the operating results of the individual membership business have been reclassified from discontinued operations to continuing operations for all periods presented. (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, $29 million, $20 million, $19 million and $94 million for the first, second, third and fourth quarters and for the full year, respectively. 8
TABLE 4 CENDANT CORPORATION AND SUBSIDIARIES SEGMENT REVENUE DRIVER ANALYSIS (REVENUE DOLLARS IN THOUSANDS) THREE MONTHS ENDED JUNE 30, ------------------------------------------- 2001 2000 % CHANGE ----------- ------------ ------------- REAL ESTATE SERVICES SEGMENT REAL ESTATE Closed Sides - Domestic (000's) 512,507 503,921 2% Average Price $ 176,200 $ 172,594 2% Royalty and Marketing Revenue $ 150,777 $ 144,092 5% Total Revenue $ 170,019 $ 165,683 3% RELOCATION Service Based Revenue (Referrals, Outsourcing, etc.) $ 77,541 $ 66,802 16% Asset Based Revenue (Corporate and Government Home Sale Closings and Financial Income) $ 48,735 $ 47,631 2% Total Revenue $ 126,276 $ 114,433 10% MORTGAGE Production Loans Sold (millions) $ 9,920 $ 4,746 109% Production Revenue $ 176,326 $ 73,714 139% Average Servicing Loan Portfolio (millions) $ 86,573 $ 58,264 49% Net Servicing Revenue (A) $ 1,742 $ 23,347 (93%) Total Revenue $ 178,372 $ 97,241 83% HOSPITALITY SEGMENT LODGING RevPar ($) $ 29.96 $ 30.33 (1%) Weighted Average Rooms Available 513,773 501,929 2% Royalty, Marketing and Reservation Revenue $ 105,195 $ 106,397 (1%) Total Revenue $ 129,023 $ 129,899 (1%) RCI Average Subscriptions 2,695,442 2,361,957 14% Number of Timeshare Exchanges 456,424 360,968 26% Total Revenue $ 130,266 (B)$ 103,311 26% FAIRFIELD RESORTS Average Revenue per Transaction $ 12,021 $ 11,436 5% Total Revenue $ 183,821 (C) n/a VEHICLE SERVICES SEGMENT CAR RENTAL Rental Days (000's) 15,256 15,848 (4%) Time and Mileage Revenue per Day $ 38.67 $ 39.51 (2%) Total Revenue $ 628,894 (C) n/a VEHICLE MANAGEMENT AND FUEL CARD SERVICES Average Fleet (Leased) 315,771 300,679 5% Average Number of Cards (000's) 3,616 3,179 14% Total Revenue $ 391,392 (C) n/a FINANCIAL SERVICES SEGMENT Insurance/Wholesale-related Revenue $ 146,238 $ 145,386 1% Other Revenue $ 185,776 $ 175,904 6% Total Revenue $ 332,014 $ 321,290 3% (A) Includes gross recurring service fees of $87 million and $56 million (net of non-cash amortization of mortgage rights assets of $88 million and $41 million) for the three months ended June 30, 2001 and 2000, respectively. Non-cash amortization expenses were accelerated during the three months ended June 30, 2001 due to a higher volume of refinancing activity. (B) Includes property management revenues of $13 million from the acquisition of Fairfield Resorts for the three months ended June 30, 2001. Subsequent to the acquisition, Fairfield's property management operations were included within the RCI business structure, as RCI is our service provider for the timeshare industry. (C) The operations of these businesses were acquired during 2001. Accordingly, prior period total revenues are not comparable to the current period amounts. 9
TABLE 5 CENDANT CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (IN BILLIONS) JUNE 30, 2001 DECEMBER 31, 2000 --------------- ------------------- ASSETS Current assets Cash and cash equivalents $ 1.9 $ 0.9 Other current assets 2.5 1.8 ---------- ---------- Total current assets 4.4 2.7 Property and equipment, net 1.6 1.3 Goodwill, net 5.5 3.2 Stockholder litigation settlement trust 0.9 0.4 Other assets 5.3 4.6 ---------- ---------- Total assets exclusive of assets under programs 17.7 12.2 Assets under management and mortgage programs 11.6 2.9 ---------- ---------- TOTAL ASSETS $ 29.3 $ 15.1 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 0.5 $ - Other current liabilities 3.8 2.5 ---------- ---------- Total current liabilities 4.3 2.5 Long-term debt 4.4 1.9 Stockholder litigation settlement 2.9 2.9 Other noncurrent liabilities 0.6 0.4 ---------- ---------- Total liabilities exclusive of liabilities under programs 12.2 7.7 Liabilities under management and mortgage programs 11.0 2.5 Mandatorily redeemable preferred securities issued by subsidiaries 0.4 2.1 Total stockholders' equity 5.7 2.8 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29.3 $ 15.1 ========== ========== 10
Exhibit 99.2 NOTE REGARDING FORWARD-LOOKING STATEMENTS Forward-looking statements in this Press Release dated July 18, 2001, 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", "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 our future results 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 our businesses; o the effects of changes in current interest rates, particularly on our real estate franchise and mortgage businesses; o the resolution or outcome of our unresolved pending litigation relating to the previously announced accounting irregularities and other related litigation; o our ability to develop and implement operational and financial systems to manage growing operations and to achieve enhanced earnings or effect cost savings; o competition in our existing and potential future lines of business and the financial resources of, and products available to, competitors; o our ability to integrate and operate successfully acquired and merged businesses and risks associated with such businesses, including the pending acquisition of Galileo and the acquisitions of Avis Group and Fairfield Communities, 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; o our ability to obtain financing on acceptable terms to finance our growth strategy and to operate within the limitations imposed by financing arrangements and rating agencies; 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 our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us. 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. 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.