FORM 11-K
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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 period from April 1, 2004 to December 31, 2004

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 Car Rental Operations Support, Inc.
Retirement 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 CAR RENTAL OPERATIONS SUPPORT, INC.
RETIREMENT SAVINGS PLAN

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 EX-23.1: CONSENT

 

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 Car Rental Operations Support, Inc. Retirement Savings Plan:

 

We have audited the accompanying statement of net assets available for benefits of the Cendant Car Rental Operations Support, Inc. Retirement Savings Plan (the “Plan”) as of December 31, 2004 and the related statement of changes in net assets available for benefits for the period from April 1, 2004 (date of Plan inception) to December 31, 2004. 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 audit.

We conducted our audit 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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, 2004, and the changes in net assets available for benefits for the period from April 1, 2004 (date of Plan inception) to December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

Our audit was 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, 2004 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 2004 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 22, 2005

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CENDANT CAR RENTAL OPERATIONS SUPPORT, INC.
RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2004

 
         
    2004  
ASSETS:
       
Investments:
       
Cash and cash equivalents
  $ 25  
Mutual funds
    3,023,359  
Common/collective trusts
    2,839,270  
Cendant Corporation common stock
    15,572  
Loans to participants
    227,707  
 
     
Total investments
    6,105,933  
 
     
Receivables:
       
Participant contributions
    6,268  
Employer contributions
    17,830  
Interest and dividends
    472  
 
     
Total receivables
    24,570  
 
     
NET ASSETS AVAILABLE FOR BENEFITS
  $ 6,130,503  
 
     

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

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CENDANT CAR RENTAL OPERATIONS SUPPORT, INC.
RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM APRIL 1, 2004 (DATE OF PLAN INCEPTION)
TO DECEMBER 31, 2004

 
         
ADDITIONS TO NET ASSETS:
       
Net investment income:
       
Interest and dividends
  $ 67,877  
Net appreciation in fair value of investments
    309,238  
 
     
Net investment income
    377,115  
 
     
Contributions:
       
Participants
    112,499  
Employer
    195,251  
Rollovers
    20,220  
Transfers of participant account balances from affiliated plans
    5,504,603  
 
     
Total contributions
    5,832,573  
 
     
Total additions
    6,209,688  
 
     
DEDUCTIONS FROM NET ASSETS:
       
Benefits paid to participants
    79,085  
Administrative expenses
    100  
 
     
Total deductions
    79,185  
 
     
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
    6,130,503  
 
       
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR
     
 
     
END OF YEAR
  $ 6,130,503  
 
     

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

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CENDANT CAR RENTAL OPERATIONS SUPPORT, INC.
RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

1.  
DESCRIPTION OF THE PLAN

The following description of the Cendant Car Rental Operations Support, Inc. Retirement 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 Car Rental Operations Support, Inc. (the “Company”) for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan 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 Company is a wholly-owned subsidiary of Cendant Corporation (“Cendant”). The Cendant Employee Benefits Committee is the Plan administrator (“Plan Administrator”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Merrill Lynch Trust Company FSB (the “Trustee”) is the Plan’s trustee.

The Company established the Plan during 2004 in order to allow for employee account balances from Avis Rent A Car System Inc. and its subsidiaries and related parties (the “Affiliates”) to be transferred from the Avis Voluntary Investment Savings Plan and the Avis Voluntary Investment Savings Plan for Bargaining Hourly Employees to the Plan. Accordingly, net assets of $5,504,603 were transferred to the Plan during 2004.

The following is a summary of certain Plan provisions:

Eligibility – Each employee, who as of March 31, 2004, was eligible to participate in a qualified defined contribution plan of the Affiliates became an eligible participant on the later of (i) April 1, 2004 or (ii) the date such employee ceased participation in such other qualified defined contribution plan. Each other employee may elect to become a contributing participant after having met all of the following requirements: (i) the status of a non-union or non Level I employee, as defined (ii) the attainment of age 21 and (iii) the completion of one year of service (a year of service means the completion of at least 1,000 hours of service during the first twelve months of employment or the completion of at least 1,000 hours in any Plan year that follows the employment date).

Participant Contributions – Participants may elect to make pre-tax contributions up to 16% of specified compensation in 1% increments up to the statutory maximum of $13,000 for 2004. In addition, employees participating in the Plan may make additional contributions (that are not matched by employer contributions) from 1% to 10% of specified compensation on a current, after-tax basis, subject to certain limitations imposed by law. Certain eligible participants (age 50 and over) can contribute additional amounts as a catch up contributions ($3,000 for 2004).

Employer Contributions – The Company contributes to the Plan with respect to each participating employee (i) an amount equal to the sum of 50% of the first 6% of the participant’s compensation that is contributed to the Plan, plus (ii) an amount equal to 3% of participants’ annual 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.

Fund Reallocations – Participants can reallocate investments among the various funds or change future contributions on a daily basis. The fund reallocation must be in 1% increments and includes both employee and employer contributions. Only one reallocation is allowed each day.

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Vesting – Participants are fully vested at all times with respect to their contributions to the Plan. Company matching contributions are fully vested upon 3 years of service without partial vesting prior thereto. The Company’s 3% contribution vests immediately.

Participant Accounts – A separate account is maintained for each participant. Each participant’s account is credited with the participant’s contribution and allocations of the Company’s contributions and Plan earnings including interest, dividends and net realized and unrealized appreciation in fair value of investments. Each participant’s account is also charged 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 certain portions of their vested accounts in accordance with the terms of the Plan and applicable law. Participants are permitted to process in-service withdrawals, in accordance with Plan provisions, upon attaining age 59 1/2 or for hardship in certain circumstances, as defined in the Plan document, before that age. Distribution of the participant’s account may be made in a lump sum payment upon retirement, death or disability, or upon termination of employment, subject to the vesting requirements of the Plan.

Forfeited Accounts – Forfeited balances of terminated participants are used to reduce future Company contributions. In 2004, no forfeited non-vested accounts were used to reduce employer contributions. As of December 31, 2004, there were no forfeited account balances.

Loan Provisions – 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 $2,000. The loans are secured by the balance in the participant’s vested account and bear interest at rates commensurate with local prevailing rates as determined quarterly by the Plan Administrator. Principal and interest are paid ratably through payroll deductions.

Administrative Expenses – Administrative expenses of the Plan may be paid by the Company; otherwise, such expenses are paid by the Plan.

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, the common/collective trust that does not invest in guaranteed investment contracts, 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 common/collective trust is valued at amounts contributed, plus the Plan’s pro-rata share of interest income earned by such fund, less administrative expenses and withdrawals. The value recorded in the Plan’s financial statements for such fund was $2,805,818 at December 31, 2004.

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

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Assets Available for Benefits presents net appreciation in fair value of investments, which includes unrealized gains and losses on investments held at December 31, 2004 and realized gains and losses on investments sold during the period then ended.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator 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, in general, 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 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:

         
    2004  
*  Merrill Lynch Retirement Preservation Trust
  $ 2,805,818  
Davis NY Venture Fund
    910,256  
Oppenheimer Quest Balance Fund
    339,862  
Oppenheimer Capital Income Fund
    312,016  

During the period from April 1, 2004 (date of Plan inception) to December 31, 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the period) appreciated in fair value, as follows:

         
    2004  
Mutual funds
  $ 304,262  
Common/collective trusts
    3,332  
Cendant Corporation common stock
    1,644  
 
     
 
  $ 309,238  
 
     

     *  Permitted party-in-interest
     
4.  
FEDERAL INCOME TAX STATUS

The Company has applied for a tax determination letter. 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.

5.  
EXEMPT PARTY-IN-INTEREST TRANSACTIONS

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

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At December 31, 2004 the Plan held 666 shares of Cendant Corporation common stock with a cost basis of $14,346.

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.

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Plan Number: 002
EIN: 11-1998661

CENDANT CAR RENTAL OPERATIONS SUPPORT, INC.
RETIREMENT SAVINGS PLAN

FORM 5500, PART IV, SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT
END OF YEAR) AS OF DECEMBER 31, 2004

 
                             
        Number of              
Identity of Issue, Borrower,   Description of   Shares, Units              
Lessor or Similar Party   Investment   or Par Value     Cost***     Current Value  
* Cendant Corporation Common Stock
  Common stock     666             $ 15,572  
* Merrill Lynch Equity Index Trust
  Common/collective trust     376               33,452  
* Merrill Lynch Retirement Preservation Trust
  Common/collective trust     2,805,818               2,805,818  
Davis NY Venture Fund
  Mutual fund     29,660               910,256  
ING International Value Fund
  Mutual fund     11,194               197,578  
Lord Abbett Bond Debenture Fund
  Mutual fund     170               1,409  
MASS Investment Growth Stock Fund
  Mutual fund     5,084               62,832  
MFS Mid-Cap Growth Fund
  Mutual fund     13,303               118,928  
MFS Value Fund
  Mutual fund     11,678               270,221  
Oakmark Equity and Income Fund
  Mutual fund     864               20,233  
Oppenheimer Capital Income Fund
  Mutual fund     7,570               312,016  
Oppenheimer Developing Markets Fund
  Mutual fund     516               13,882  
Oppenheimer International Growth Fund
  Mutual fund     308               5,882  
Oppenheimer Quest Balance Fund
  Mutual fund     18,839               339,862  
PIMCO CCM Capital Appreciation Fund
  Mutual fund     13,387               237,214  
PIMCO PEA Renaissance Fund
  Mutual fund     1,119               29,785  
PIMCO Total Return Fund
  Mutual fund     22,340               238,363  
Scudder RREEF Real Estate Fund
  Mutual fund     634               12,931  
State Street Aurora Fund
  Mutual fund     6,037               244,376  
Vanguard Explorer Admiral Fund
  Mutual fund     109               7,591  
Various participants **
  Participant loans                     227,707  
Cash and cash equivalents
                        25  
 
                         
Total
                      $ 6,105,933  
 
                         

*  Represents a permitted party-in-interest.

**  Maturity dates range from January 2005 to December 2009 at interest rates of 5.0% to 10.5%.

***  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 Car Rental Operations Support, Inc.
Retirement Savings Plan
 
           
 
      By:   /s/ Terence P. Conley
 
          Terence P. Conley
 
          Executive Vice President,
 
          Human Resources and Corporate Services
 
          Cendant Corporation

Date: June 24, 2005

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