UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 26, 2005 (April 20, 2005)

Cendant Corporation

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

None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

Item 1.01 Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     Effective April 20, 2005, Cendant has amended, extended and increased its Canadian rental car fleet securitization program, known as the WTH Funding Limited Partnership (“WTH Funding”). WTH Funding purchases, owns and rents prescribed classes of vehicles throughout Canada under the Avis and Budget brands. In order to effect the amendment, two wholly-owned subsidiaries of Cendant, Aviscar Inc. and Budgetcar Inc., as general partners, entered into a Fourth Amended and Restated Limited Partnership Agreement with BNY Trust Company of Canada, in its capacity as trustee of STARS Trust, and Montreal Trust Company of Canada, in its capacity as trustee of Bay Street Funding Trust, as limited partners (the “Partnership Agreement”).

     In general, the purchase of vehicles by WTH Funding is funded by capital contributions from each of the partners, with the general partners obligated to contribute between approximately 9% and 17.5% of the amount of the contributions made by the limited partners on a go-forward basis. The Partnership Agreement increased the capacity of the program from Cdn.$500 million to Cdn.$775 million and extended the termination date of the Partnership Agreement to April 30, 2010.

     The Partnership Agreement contains standard representations, warranties and covenants from the general partners, including restrictive covenants on mergers and the incurrence of debt by the general partners on behalf of WTH Funding, subject to certain exceptions. Certain performance obligations of the general partners under the Partnership Agreement are guaranteed by Cendant.

     The limited partners, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for Cendant and its subsidiaries for which they have received, and will receive, customary fees and expenses.

Item 2.02 Results of Operations and Financial Condition.

     On April 26, 2005, we reported a change in our Net Cash Provided by Operating Activities and Free Cash Flow data for first quarter 2005 originally reported on April 25, 2005 and attached to our Current Report on Form 8-K of the same date. A revised press release discussing our first quarter 2005 results and the press release announcing the corrected cash flow data are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference in their entirety.

     In addition, on April 26, 2005, at its Annual Meeting of Stockholders, Cendant Corporation presented the following financial information, which has been recast to present its marketing services and former fuel card, fleet leasing and appraisal businesses as discontinued operations.

•  Net revenue of $11,304 million and $15,159 million for 2002 and 2003, respectively.
•  Pre-tax income of $1,065 million and $1,748 million for 2002 and 2003, respectively.
•  Earnings per share of $0.67 and $1.10 for 2002 and 2003, respectively.

     The information in this item, including Exhibits 99.1 and 99.2, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by Cendant under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated April 26, 2005

EXHIBIT INDEX

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Exhibit 99.1

CENDANT REPORTS RESULTS FOR FIRST QUARTER 2005

1Q 2005 EPS from Continuing Operations Was $0.06,
Including $0.20 Per Share in Transaction Related Charges

1Q 2005 Revenue Increased 10% to $3.9 Billion versus $3.5 Billion in 1Q 2004

Planned Minimum 2005 Share Repurchases Doubled to $1.0 Billion,
Plus Option Exercise Proceeds

New York, April 25, 2005 – Cendant Corporation (NYSE: CD) today reported results for first quarter 2005, which reflected revenue growth in the Company’s core real estate and travel services businesses. Revenue totaled $3.9 billion, an increase of 10% over first quarter 2004. EPS from Continuing Operations was $0.06, including a previously disclosed non-cash impairment charge of $180 million ($0.17 per share) in connection with the spin-off of PHH and a pretax charge of $49 million ($0.03 per share) related to restructuring activities undertaken following the PHH spin-off and initial public offering of Wright Express, and other transaction related costs. Net Income (Loss) was ($82) million, versus $441 million in first quarter 2004, reflecting the above-referenced charges as well as net losses of $145 million related to the disposition of discontinued operations.

Cendant’s Chairman and Chief Executive Officer, Henry R. Silverman, stated: “Our first quarter results reflect the strength and improving fundamentals of our businesses, and our Board and management believe that our equity is being significantly undervalued by the market. Accordingly, we have doubled our planned minimum funding for share repurchases in 2005 to $1.0 billion, plus proceeds from option exercises.”

Cendant’s President and Chief Financial Officer, Ronald L. Nelson, elaborated: “The first quarter results reflect continued strong performance in the Company’s core real estate and travel units, including record first quarter revenues in virtually all of our business units. While reported EPS was distorted by charges and integration costs, on an organic basis the Company’s revenue and EBITDA from core operating segments increased by 8% and 9%, respectively, excluding the impact of the restructuring charges.

“Additionally, we are nearing completion of our strategic realignment to solely a travel and real estate services company. Already this year, we have successfully completed the spin-off of PHH, the IPO of Wright Express and the acquisitions of ebookers and Gullivers Travel Associates. As previously announced, we expect to

complete the realignment with the sale of our Marketing Services Division in the third quarter.

“Looking ahead to 2006, we expect to achieve accelerated growth as we begin to reap the benefits of the investments we are making in 2005. In addition, we continue to return capital to shareholders through our dividend, which we recently increased by 22% effective in the third quarter, and by repurchasing $231 million of our stock ($111 million net of option exercise proceeds) during the first quarter.”

First Quarter 2005 Results of Core Operating Segments
The following discussion of operating results focuses on revenue and EBITDA for each of our core operating segments. Revenue and EBITDA are expressed in millions.

Real Estate Services
(Consisting of the Company’s real estate franchise brands, brokerage operations, relocation services, settlement services and, subsequent to January 31, 2005, the mortgage origination venture with PHH Corporation)

Revenue and EBITDA increased primarily due to strong growth in royalties earned by our real estate franchise businesses and real estate commissions earned by NRT, our real estate brokerage unit. Real estate franchise royalty and marketing fund revenue increased 29%, primarily due to a 15% increase in the average price of homes sold and a 9% increase in organic closed sides volume. Revenue generated by NRT increased 17%, primarily due to a 20% increase in the average price of homes sold. Closed sides volume at NRT declined, as expected, reflecting unusually low inventories of homes for sale in the primary coastal regions where NRT operates, which also positively impacted pricing growth. In addition, EBITDA includes a previously disclosed $4 million charge related to restructuring activities.

Hospitality Services
(Consisting of the Company’s franchised lodging brands, timeshare exchange and vacation rental businesses)

Revenue increased due to growth in all of our hospitality services businesses. Revenue from lodging franchise grew 20%, including a 13% increase in revenue per available room; revenue from our timeshare exchange business increased 6%, including a 5% increase in subscribers; and revenue from our vacation rental business increased 52% due to the 2004 acquisitions of Landal GreenParks and Canvas Holidays Limited. EBITDA was negatively impacted by a $6 million loss at Landal GreenParks, which we did not own in first quarter 2004, and a previously disclosed $5

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million charge related to restructuring activities. Landal GreenParks is seasonally weakest and generally operates at a loss in the first quarter.

Timeshare Resorts
(Consisting of the Company’s timeshare sales and development businesses)

Revenue grew due to an 8% increase in tour volume and a 15% increase in average price per sales transaction, partially offset by lower close rates and a reduction in high-margin upgrade sales, which were $12 million higher in first quarter 2004 due to a special promotion. Tour flow and average price were enhanced by our expansion in premium destinations including Hawaii, Las Vegas and Orlando, the opening of new sales offices and marketing alliances. EBITDA comparisons were negatively impacted primarily by the reduction in upgrade sales and by a previously disclosed $1 million charge related to restructuring activities.

Vehicle Rental
(Consisting of the Company’s car and truck rental businesses)

Revenue increased due to growth in our Avis and Budget car rental operations and our Budget truck rental operations. Car rental revenue increased 9% worldwide due to a 10% increase in rental day volume, which was partially offset by a 2% decrease in price. The reduced pricing resulted primarily from the Company’s strategic decision to reposition Budget to be more competitive with other leisure-focused car rental brands, which in turn had a positive impact on rental day volume growth. In addition, truck rental revenue increased 11%. The positive revenue impact was more than offset in EBITDA by a previously disclosed $8 million charge related to restructuring activities and by higher vehicle depreciation and operating expenses due to growth in our rental fleet to support higher demand.

Travel Distribution Services
(Consisting of electronic global distribution services for the travel industry, corporate and consumer online travel services, and travel agency services)

Revenue and EBITDA increased principally due to growth in our online travel agency businesses. The acquisitions of Orbitz, ebookers and Flairview Travel contributed $114 million of revenue and $12 million of EBITDA, despite $10 million of costs incurred to integrate these businesses. Apart from these acquisitions, revenue in our

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travel agency businesses increased $12 million, or 44% organically, driven by 43% growth in on-line gross bookings, substantially at CheapTickets.com, which also experienced improved margins. Revenue from GDS and Supplier Services decreased 3% primarily due to a decline in global GDS yield. In addition, revenue was negatively impacted by $15 million due to the transfer of our membership travel business to our Marketing Services Division effective January 1, 2005. EBITDA comparisons were negatively impacted by a previously disclosed $10 million charge related to restructuring activities and by $11 million relating to a benefit plan change that reduced expenses in first quarter 2004.

Recent Achievements and Strategic Initiatives

In addition, the Company recently:

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Other Items

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Outlook
The Company increased the low-end of its EPS projections for full year 2005, announced in its press release dated April 6, 2005, by $0.01 per share to reflect the impact of the first quarter results:

The Company continues to expect each of its core operating segments to report growth in revenue and EBITDA for full year 2005, despite the charges related to restructuring activities recorded in the first quarter and integration costs throughout the year. In particular, the Company announced the following detailed financial projections for full year 2005:

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Investor Conference Call
Cendant will host a conference call to discuss the first quarter results on Tuesday, April 26, 2005, at 11:00 a.m. (ET). Investors may access the call live at www.cendant.com or by dialing 312-461-9409. A web replay will be available at www.cendant.com following the call. A telephone replay will be available from 2:00 p.m. (ET) on April 26, 2005 until 8:00 p.m. (ET) on May 3, 2005 at 719-457-0820, access code: 9297747.

Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 80,000 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.

Forward Looking Statements
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-K for the year ended December 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. 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.

In connection with the disposition of the Marketing Services Division, the transaction is subject to a number of uncertainties and there can be no assurances that a transaction will be entered into, or consummated during the time period expected by Cendant or at a specific valuation. The ability to enter into the transaction, consummate the transaction and/or obtain a specific valuation is subject to completion of due diligence by the prospective purchasers, the negotiation of definitive documentation relating to the transaction, the ability of such purchasers to finance the transaction, changes in the business or prospects of the Marketing Services Division and receipt of any necessary consents and/or regulatory approvals.

This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, important information regarding such measures is contained on Table 10 to this release.

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# # #

Tables Follow

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Table 1

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

Table 2

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

Table 3

Cendant Corporation and Subsidiaries
ORGANIC GROWTH BY SEGMENT
(In millions)

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 (*)
(In millions)

Table 7

Cendant Corporation and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)

Table 8

Cendant Corporation and Subsidiaries
CONSOLIDATED SCHEDULES OF FREE CASH FLOWS (*)
(In millions)