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 fiscal year ended 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:

Avis Voluntary Investment Savings Plan
For Bargaining Hourly Employees

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

 

 

 
 

 


AVIS VOLUNTARY INVESTMENT SAVINGS PLAN FOR BARGAINING
HOURLY EMPLOYEES

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EXHIBIT 23.1– CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
 
       
 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
Avis Voluntary Investment Savings Plan For Bargaining Hourly Employees:

 

We have audited the accompanying statements of net assets available for benefits of the Avis Voluntary Investment Savings Plan for Bargaining Hourly Employees (the “Plan”) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended 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 audits.

We conducted our audits 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 audits 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 audits provide 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 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

Our audits were 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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AVIS VOLUNTARY INVESTMENT SAVINGS PLAN FOR BARGAINING
HOURLY EMPLOYEES

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2004 AND 2003

 
                 
    2004     2003  
ASSETS:
               
Investments:
               
Cash and cash equivalents
  $ 465     $ 148  
Mutual funds
    8,217,385       6,751,179  
Common/collective trusts
    6,989,830       6,471,414  
Guaranteed investment contracts
    5,190,578       6,367,006  
Cendant Corporation common stock
    104,771       47,273  
Loans to participants
    1,128,902       1,215,383  
 
           
Total investments
    21,631,931       20,852,403  
 
           
Receivables:
               
Participant contributions
    28,938       14,739  
Interest and dividends
    464       150  
 
           
Total receivables
    29,402       14,889  
 
           
NET ASSETS AVAILABLE FOR BENEFITS
  $ 21,661,333     $ 20,867,292  
 
           

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

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AVIS VOLUNTARY INVESTMENT SAVINGS PLAN FOR BARGAINING
HOURLY EMPLOYEES

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004

 
         
ADDITIONS TO NET ASSETS:
       
Net investment income:
       
Interest and dividends
  $ 710,499  
Net appreciation in fair value of investments
    925,497  
 
     
Net investment income
    1,635,996  
 
     
Contributions:
       
Participants
    1,370,923  
Rollovers
    45,734  
 
     
Total contributions
    1,416,657  
 
     
Total additions
    3,052,653  
 
     
DEDUCTIONS FROM NET ASSETS:
       
Benefits paid to participants
    1,828,039  
Transfers of participant account balances to affiliated plans
    426,898  
Administrative expenses
    3,675  
 
     
Total deductions
    2,258,612  
 
     
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
    794,041  
 
       
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR
    20,867,292  
 
     
END OF YEAR
  $ 21,661,333  
 
     

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

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AVIS VOLUNTARY INVESTMENT SAVINGS PLAN FOR BARGAINING
HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

1.  
DESCRIPTION OF THE PLAN

The following description of the Avis Voluntary Investment Savings Plan for Bargaining Hourly Employees (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description or the Plan document which are available from Avis Rent A Car System, 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 for the Company’s eligible employees. The Company is a wholly-owned subsidiary of Cendant Corporation (“Cendant”). The Plan was adopted by the Company on October 1, 1997, for the benefit of all hourly paid employees of the Company who are members of the collective bargaining units covered by collective bargaining agreements between these units and the Company. 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.

During 2004, the Plan was amended to allow for certain of the Company’s employee account balances to be transferred to and assumed by the Cendant Car Rental Operations Support Inc. Retirement Savings Plan (the “CCROS Plan”), as a result of Cendant Car Rental Operations Support Inc.’s establishment of the CCROS Plan on April 1, 2004. Accordingly, net assets of $426,898 were transferred to the CCROS Plan during 2004.

The following is a summary of certain Plan provisions:

Eligibility – Employees who are members of the collective bargaining unit covered by a collective bargaining agreement between such unit and the Company are eligible to participate in the Plan upon attainment of age 21 and completion of one year of service.

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 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).

Rollovers – All employees, upon commencement of employment, are provided the option of making a rollover contribution into the Plan in accordance with the 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. Only one reallocation is allowed each day.

Vesting – Participants are fully vested at all times with respect to their contributions to the Plan.

Participant Accounts – A separate account is maintained for each participant. Each participant’s account is credited with the participant’s contributions and an allocation of 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

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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 account.

Payment of Benefits to Participants – Distribution of the participant’s account may be made in a lump sum payment upon retirement, death or disability, or upon termination of employment. Participants are entitled to withdraw certain portions of their vested balance. 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.

Loan Provisions – Participants may borrow from their fund accounts up to the lesser of $50,000 or 50% of their account balance provided the account balance is at least $2,000. The loans are secured by the balance in the participant’s 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 fund is valued at amounts contributed, plus the Plan’s pro-rata share of interest income earned by the fund, less administrative expenses and withdrawals. The value recorded in the Plan’s financial statements for such fund was $6,840,631 and $6,371,192 at December 31, 2004 and 2003, respectively. The Plan’s investments in guaranteed investments contracts are recorded at contract value, which equals principal plus accrued interest (see Note 4 – Investment Contracts).

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 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 year 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, guaranteed investment contracts and Cendant Corporation common stock. Investment securities, in general, are exposed to various risks, such as interest rate and credit risks and

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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 that 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     2003  
* Merrill Lynch Retirement Preservation Trust
  $ 6,840,631     $ 6,371,192  
Peoples Benefit Life Insurance Company
    2,382,101       2,245,843  
John Hancock Life Insurance Company
    1,422,716       1,351,035  
PIMCO CCM Capital Appreciation Fund
    1,406,777       1,362,275  
Principal Life Insurance Company
    1,385,761       1,319,482  
Oppenheimer Capital Income Fund
    1,111,778        
New York Life Insurance Company
          1,450,646  

During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in fair value, as follows:

         
    2004  
Mutual funds
  $ 637,972  
Common/collective trusts
    282,110  
Cendant Corporation common stock
    5,415  
 
     
 
  $ 925,497  
 
     

  *  
Permitted party-in-interest

4.  
INVESTMENT CONTRACTS

Guaranteed investment contracts provide a guaranteed return on principal invested over a specified time period. All investment contracts are fully benefit responsive and are recorded at contract value, which equals principal plus accrued interest. The total contract value at December 31, 2004 and 2003 was $5,190,578 and $6,367,006, respectively, which approximates fair value. The crediting interest rates at December 31, 2004 and 2003 for various investment contracts ranged from 6.19% to 7.71% and the average yield of these investments for the 2004 plan year was 6.87%.

5.  
FEDERAL INCOME TAX STATUS

The IRS determined and informed the Company by letter dated October 25, 2002 that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving this determination letter. However, 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.

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6.  
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.

At December 31, 2004, the Plan held 4,481 shares of Cendant Corporation common stock with a cost basis of $100,512. At December 31, 2003, the Plan held 2,123 shares of Cendant Corporation common stock with a cost basis of $26,598.

7.  
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.

******

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Plan Number: 005
EIN: 11-1998661

AVIS VOLUNTARY INVESTMENT SAVINGS PLAN FOR BARGAINING
HOURLY EMPLOYEES

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,       Shares, Units              
Lessor or Similar Party   Description of Investment   or Par Value     Cost***     Current Value  
 
                           
*Cendant Corporation Common Stock
  Common stock     4,481             $ 104,771  
*Merrill Lynch Equity Index Trust
  Common/collective trust     1,678               149,199  
*Merrill Lynch Retirement Preservation Trust
  Common/collective trust     6,840,631               6,840,631  
John Hancock Life Insurance Company
  Guaranteed investment contract     1,422,716               1,422,716  
Peoples Benefit Life Insurance Company
  Guaranteed investment contract     2,382,101               2,382,101  
Principal Life Insurance Company
  Guaranteed investment contract     1,385,761               1,385,761  
Davis NY Venture Fund
  Mutual Fund     31,322               961,259  
ING International Value Fund
  Mutual Fund     44,403               783,713  
Lord Abbett Bond Debenture Fund
  Mutual Fund     6,029               50,076  
MASS Investment Growth Stock Fund
  Mutual Fund     5,128               63,388  
MFS Mid-Cap Growth Fund
  Mutual Fund     11,859               106,021  
MFS Value Fund
  Mutual Fund     42,309               979,041  
Oppenheimer Capital Income Fund
  Mutual Fund     26,972               1,111,778  
Oppenheimer Developing Markets Fund
  Mutual Fund     8,474               227,777  
Oppenheimer International Growth Fund
  Mutual Fund     3,243               62,000  
Oppenheimer Quest Balance Fund
  Mutual Fund     9,993               180,275  
PIMCO CCM Capital Appreciation Fund
  Mutual Fund     79,389               1,406,777  
PIMCO PEA Renaissance Fund
  Mutual Fund     9,446               251,466  
PIMCO Total Return Fund
  Mutual Fund     78,627               838,950  
Scudder RREEF Real Estate Fund
  Mutual Fund     5,142               104,785  
State Street Aurora Fund
  Mutual Fund     23,585               954,732  
The Oakmark Equity and Income Fund
  Mutual Fund     4,878               114,303  
Vanguard Explorer Admiral Fund
  Mutual Fund     303               21,044  
Various participants**
  Participant loans                     1,128,902  
Cash and cash equivalents
                        465  
 
                         
Total
                      $ 21,631,931  
 
                         

*  Represents a permitted party-in-interest.

**  Maturity dates range from January 2005 to August 2016 at interest rates of 4.5% 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.

             
    Avis Voluntary Investment Savings Plan
For Bargaining Hourly Employees
 
           
 
      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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EX-23.1
 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-98933 of Cendant Corporation on Form S-8 of our report dated June 22, 2005, appearing in this Annual Report on Form 11-K of the Avis Voluntary Investment Savings Plan for Bargaining Hourly Employees for the year ended December 31, 2004.

 

/s/ Deloitte & Touche LLP
New York, New York
June 24, 2005

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