UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Form 8-K

July 21, 2004 (July 20, 2004)
(Date of Report (date of earliest event reported))

Cendant Corporation

(212) 413-1800
(Registrant’s telephone number, including area code)

None
(Former name or former address, if changed since last report)

EXCEPT AS EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, “CENDANT”, “WE”, “OUR”, OR “US” MEANS CENDANT CORPORATION, A DELAWARE CORPORATION, AND ITS SUBSIDIARIES.

On July 20, 2004, we announced that we are in discussions with a potential purchaser regarding the sale of our mortgage business as well as the creation of an ongoing relationship between the parties providing for our continued participation in the mortgage business through our residential real estate, relocation and settlement services businesses. It is currently anticipated that the potential transaction, if completed, would result in net proceeds to us at the time of sale of between $750 million and $1 billion, after repayment of approximately $5 billion to $6 billion of associated indebtedness.

The terms of the potential transaction are subject to completion of due diligence, determination of an appropriate structure regarding our ongoing participation in the mortgage business and negotiation of definitive agreements. There can be no assurance that the parties will enter into a definitive agreement for any transaction or that any transaction will be completed.

Statements about future results made herein, including the projections, 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. We caution 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 our Form 10-Q for the quarter ended March 31, 2004.

A copy of the press release announcing that we are in discussions regarding potential sale of our mortgage business is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

On July 21, 2004, we reported our second quarter 2004 results. Our second quarter 2004 results are discussed in detail in the press release attached hereto as Exhibit 99.2, which is incorporated by reference in its entirety.

Such release contains our projected increase in earnings per share from continuing operations for 2004 excluding the one-time tax benefit of $0.10 per share recorded in the first quarter 2004 related to our first quarter transaction with TRL Group, Inc. (formerly Trilegiant Corporation). We believe that this disclosure is useful to more accurately depict the growth of our operations given the anomalous nature of the tax benefit.

The information furnished under Item 12 of this Current Report on Form 8-K, including Exhibit 99.2, shall be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and incorporated by reference in any of our filings under the Securities Act of 1933, as amended, as may be specified in such filing.

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
CURRENT REPORT ON FORM 8-K
Report Dated July 21, 2004 (July 20, 2004)

EXHIBIT INDEX

Exhibit 99.1

CENDANT CORPORATION IN DISCUSSIONS REGARDING POTENTIAL SALE OF
ITS MORTGAGE BUSINESS

New York, NY– July 20, 2004 - Cendant Corporation (NYSE: CD) announced today that it is in discussions with a potential purchaser regarding the sale of Cendant’s mortgage business as well as the creation of an ongoing relationship between the parties providing for Cendant’s continued participation in the mortgage business through its residential real estate, relocation and settlement services businesses. It is currently anticipated that the potential transaction, if completed, would result in net proceeds to Cendant at the time of sale of between $750 million and $1 billion, after repayment of approximately $5 billion to $6 billion of associated indebtedness.

The terms of the potential transaction are subject to completion of due diligence, determination of an appropriate structure regarding Cendant’s ongoing participation in the mortgage business and negotiation of definitive agreements. There can be no assurance that the parties will enter into a definitive agreement for any transaction or that any transaction will be completed.

Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 90,000 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 877-4-INFOCD (877-446-3623).

Statements about future results made in this release, including the projections, and the statements attached hereto 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-Q for the quarter ended March 31, 2004.

CENDANT REPORTS RECORD RESULTS FOR SECOND
QUARTER 2004

2Q 2004 EPS from Continuing Operations Increased 27% to $0.47
Versus $0.37 in 2Q 2003

2Q 2004 EPS Increased 78% to $0.66, including a $0.19
Gain from the Sale of Jackson Hewitt

2Q 2004 Net Cash Provided by Operating Activities Was $951 Million

2Q 2004 Free Cash Flow Was $688 Million

Company Increases Its Projection of 2004 EPS from Continuing Operations
To $1.70 — $1.74, a $0.04 — $0.05 Increase from Its Prior Projection
After Reclassifying Jackson Hewitt as a Discontinued Operation

New York, NY, July 21, 2004 – Cendant Corporation (NYSE: CD) today reported record results for second quarter 2004. EPS from Continuing Operations increased 27% to $0.47, versus $0.37 in second quarter 2003. Net income per share, which includes a $0.19 gain from the sale of Jackson Hewitt Tax Service Inc., increased 78% to $0.66, versus $0.37 in second quarter 2003.

As a result of the Company’s higher than anticipated second quarter results and improved outlook for the remainder of the year, Cendant increased its projection of EPS from Continuing Operations for full year 2004 to $1.70 - $1.74, representing an approximately 25% increase compared to 2003. The Company previously issued EPS guidance of $1.69 — $1.74 but after reflecting Jackson Hewitt as a discontinued operation, the previous guidance would be $1.65 — $1.70. Therefore, the new projection represents a $0.04 — $0.05 increase over the prior projection. Excluding the one-time tax benefit of $0.10 per share recorded in first quarter 2004 related to Trilegiant, EPS from Continuing Operations is projected to increase approximately 17% in 2004 compared with 2003. The Company also continues to forecast 2004 Net Cash Provided by Operating Activities of approximately $5 billion and Free Cash Flow of more than $2 billion, even without the cash flow generated by Jackson Hewitt in the first six months of the year, which is no longer included in Free Cash Flow.

Cendant’s Chairman, Chief Executive Officer and President, Henry R. Silverman, stated: “The combination of prolonged strength in the residential real estate market and the early stages of a rebound in travel spending, together with solid execution on

our strategies, enabled our core real estate and travel verticals to perform ahead of expectations.

“We are also pleased to report that the Company continues to make significant progress toward strategic objectives as well as financial goals. We completed the first step in our plan to exit certain non-core businesses with the initial public offering of Jackson Hewitt. We plan to deploy the $770 million of cash proceeds, as well as the free cash flow generated during the remainder of 2004, primarily to reduce debt and repurchase our common stock.

“We will also continue to return value created to shareholders through a quarterly dividend, which we announced yesterday will increase effective with the third quarter payment. We expect to periodically increase our dividend at a rate at least equal to our earnings growth.”

Second Quarter 2004 Results of Reportable Segments

Real Estate Franchise and Operations

Revenue and EBITDA increased principally due to strong growth in royalties earned by our real estate franchise businesses and real estate commissions earned by NRT, our real estate brokerage firm. Real estate franchise royalty and marketing fund revenue increased 20%, primarily due to a 15% increase in average price of homes sold and a 15% increase in home sale transactions. Revenue generated by NRT increased 29% organically, due to increases in both average price and home sale transaction volume.

Mortgage Services

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Revenue declined as expected due to lower mortgage refinancing volumes. EBITDA increased modestly as the decline in mortgage production revenues was offset by higher net revenues from mortgage servicing activities. Net revenues from mortgage servicing improved $72 million, driven by a 14% increase in the size of the servicing portfolio, substantially lower amortization and recovery of the value of our servicing asset, net of hedging activity. In addition, revenue from our settlement services business was virtually unchanged versus second quarter 2003 as lower volumes related to mortgage refinancing were offset by higher average fees and a $7 million pretax gain on the sale of a non-core asset within this business.

Hospitality Services

Revenue increased due to growth in virtually all of our hospitality businesses. Revenue from the European Vacation Rental Group increased approximately 90%, due primarily to the acquisition of Landal Green Parks. Revenue from RCI, the Company’s timeshare exchange business, increased 13% and revenue from lodging franchise increased 7%. Revenue from the Timeshare Resort Group increased 4%, reflecting continued strength at Fairfield and in Trendwest’s South Pacific results, partially offset by softness in Trendwest’s domestic results due to lower than expected tour flow. Trendwest recently initiated a new sales program designed to focus on higher margin sales, which we believe should enhance results in future periods. EBITDA increased due to improved results from the European Vacation Rental Group, lodging franchise, Fairfield and RCI. In addition, income received in second quarter 2004 from lodging franchisee receivables that had been reserved in prior periods more than offset the impact of discontinuing gain-on-sale accounting, as of third quarter 2003, for the securitization of timeshare receivables.

Travel Distribution Services

Revenue and EBITDA were positively impacted by a 5% increase in Galileo booking fees, strong growth in the Company’s online travel businesses and increased sales of merchant-model hotel rooms and travel packages. Online gross bookings grew 29% year-over-year, reflective of our ongoing strategic focus on increasing our penetration of online channels, and we expect CheapTickets.com, our rapidly growing online travel business, to be profitable for the second half of 2004.

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Vehicle Services

EBITDA increased principally due to benefits from the successful integration of Budget. Revenue and EBITDA were also positively impacted by growth in our Avis car rental business and our Wright Express fuel card management business. Avis benefited from a 5% increase in car rental day volume, partially offset by a 2% decrease in price. The decrease in price resulted from the current competitive environment, with higher industry fleet levels due to increased incentives from car manufacturers. The impact of lower prices was offset in EBITDA by lower fleet costs. As expected, Budget car rental revenues declined 6%, as a result of management’s focus on enhancing profitability by reducing the number of higher risk rentals and closing unprofitable locations.

Marketing Services (formerly Financial Services)

Year-over-year revenue and EBITDA amounts are not comparable due to the Company’s consolidation of TRL Group (formerly Trilegiant Corporation) beginning on July 1, 2003. The EBITDA increase from the consolidation was muted by integration costs incurred to combine the units that now make up the Marketing Services division, as well as by our resumption of significant marketing investment in February 2004 to solicit new members in our individual membership business. We expect to realize revenue and enhanced profitability from these investments in future periods.

Recent Achievements and Strategic Initiatives

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In addition, the Company recently:

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2004 Outlook

The Company also announced the following detailed financial projections for full year 2004 (in millions):

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Investor Conference Call

Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 90,000 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 877-4-INFOCD (877-446-3623).

Statements about future results made in this release, including the projections, and the statements attached hereto 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

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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-Q for the quarter ended March 31, 2004.

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, competitive and other uncertainties and contingencies, including but not limited to the impact of war or terrorism, 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.

This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, we have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is contained in the tables to this release and on our web site at www.cendant.com.

# # #

Tables Follow

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Table 1

Cendant Corporation and Subsidiaries
SUMMARY DATA SHEET
(Dollars in millions, except per share data)

Reportable Operating Segment Results

Table 2

Cendant Corporation and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions, except per share data)

Table 3

Cendant Corporation and Subsidiaries
HISTORICAL REVENUES AND EBITDA BY SEGMENT
(In millions)

On June 25, 2004, the Company completed the initial public offering of 100% of the common stock of its wholly-owned subsidiary, Jackson Hewitt Tax Services Inc. As a result, the financial information presented below has been revised to reflect Jackson Hewitt as a discontinued operation pursuant to Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets, “ and to reflect the renaming of the former Financial Services segment as the Marketing Services segment.

Table 4
(page 1 of 2)

Cendant Corporation and Affiliates
SEGMENT REVENUE DRIVER ANALYSIS
(Revenue dollars in thousands)

Table 4
(page 2 of 2)

Cendant Corporation and Affiliates
SEGMENT REVENUE DRIVER ANALYSIS
(Revenue dollars in thousands)

Table 5

Cendant Corporation and Subsidiaries
CONSOLIDATED CONDENSED BALANCE SHEETS
(In billions)

Table 6

Cendant Corporation and Subsidiaries
SCHEDULE OF CORPORATE DEBT (A)
(In millions)