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FINANCIAL STATEMENTS:
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SUPPLEMENTAL SCHEDULE:
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EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
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2005 | 2004 | ||||||||||
ASSETS:
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|||||||||||
Investments:
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Cash and cash equivalents
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$ | 5,283 | $ | 25 | |||||||
Mutual funds
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7,916,415 | 3,023,359 | |||||||||
Common/collective trusts
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9,374,850 | 2,839,270 | |||||||||
Cendant Corporation common stock
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99,091 | 15,572 | |||||||||
Loans to participants
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587,761 | 227,707 | |||||||||
Total investments
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17,983,400 | 6,105,933 | |||||||||
Receivables:
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|||||||||||
Participant contributions
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46,020 | 6,268 | |||||||||
Employer contributions
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66,935 | 17,830 | |||||||||
Interest and dividends
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832 | 472 | |||||||||
Total receivables
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113,787 | 24,570 | |||||||||
NET ASSETS AVAILABLE FOR BENEFITS
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$ | 18,097,187 | $ | 6,130,503 | |||||||
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ADDITIONS TO NET ASSETS:
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Net investment income:
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Interest and dividends
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$ | 466,822 | |||||
Net appreciation in fair value of investments
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730,538 | ||||||
Net investment income
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1,197,360 | ||||||
Contributions:
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Participants
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983,417 | ||||||
Employer
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1,513,770 | ||||||
Rollovers
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81,051 | ||||||
Transfers of participant account balances from affiliated plans
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9,100,705 | ||||||
Total contributions
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11,678,943 | ||||||
Total additions
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12,876,303 | ||||||
DEDUCTIONS FROM NET ASSETS:
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Benefits paid to participants
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907,304 | ||||||
Administrative expenses
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2,315 | ||||||
Total deductions
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909,619 | ||||||
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
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11,966,684 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS:
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BEGINNING OF YEAR
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6,130,503 | ||||||
END OF YEAR
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$ | 18,097,187 | |||||
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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 Plans provisions. The Company is a wholly-owned subsidiary of Cendant Corporation (Cendant). | |
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 Companys eligible employees. 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 Plans trustee. | |
The Company established the Plan during 2004 to provide benefits discussed above and to allow for employee account balances from plans of 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 $9,100,705 were transferred to the Plan during 2005. | |
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 in the Plan document (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 statutory maximum of $14,000 for 2005. 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) are permitted to contribute an additional $4,000 as a catch up contribution, resulting in total pre-tax contribution of $18,000 for 2005. | |
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 participants compensation |
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that is contributed to the Plan, plus (ii) an amount equal to 3% of the participants annual compensation. |
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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 Plans investments in Cendant Corporation common stock, mutual funds, the common/collective trusts that do 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. Mutual funds are valued at the quoted market price, which represents the net asset value of shares held by the Plan at year-end. Common/collective trusts that do not invest in guaranteed investment contracts are valued at the net asset value of the shares held by the Plan at year-end, which is based on the fair value of the underlying assets. Loans to participants are valued at cost, which approximates fair value. A portion of the Plans investments in common/collective trusts consists of a fund that invests primarily in guaranteed investment contracts with high quality insurance companies. The Plans investment in this common/collective trust is valued at amounts contributed, plus the Plans pro-rata share of interest income earned by such fund, less administrative expenses and withdrawals. The value recorded in the Plans financial statements for such fund was $8,920,845 and $2,805,818 at December 31, 2005 and 2004, respectively. | |
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date and interest is recorded when earned. The accompanying Statement of Changes in Net Assets Available for Benefits presents net appreciation in fair value of investments, which includes unrealized gains and losses on investments held at December 31, 2005, realized gains and losses on investments sold during the year then ended and management and operating expenses associated with the Plans investments in mutual funds and common/collective trusts. | |
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and related disclosures. Actual results could differ from those estimates. | |
Risk and Uncertainties The Plan invests in various securities, including mutual funds, common/collective trusts and Cendant Corporation common stock. Investment securities are exposed to various risks, such as interest rate and credit risks and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes would materially affect the amounts reported in the financial statements. |
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Benefit Payments Benefits to participants are recorded when paid. |
3. | INVESTMENTS |
The following table presents investments that represent five percent or more of the Plans net assets available for benefits as of December 31,: |
2005 | 2004 | |||||||
* Merrill Lynch
Retirement Preservation Trust
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$ | 8,920,845 | $ | 2,805,818 | ||||
Davis NY Venture Fund
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1,629,608 | 910,256 | ||||||
Allianz CCM Capital
Appreciation Fund
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1,051,988 | - | ||||||
Oppenheimer Quest Balance
Fund
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- | 339,862 | ||||||
Oppenheimer Capital Income
Fund
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- | 312,016 |
During the year ended December 31, 2005, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in fair value, as follows: |
2005 | ||||
Mutual funds
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$ | 689,399 | ||
Common/collective trusts
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58,970 | |||
Cendant Corporation common
stock
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(17,831 | ) | ||
$ | 730,538 | |||
* Permitted party-in-interest |
4. | FEDERAL INCOME TAX STATUS |
The IRS determined and informed the Company by letter dated March 6, 2006 that the Plan and related trust are designed in accordance with applicable sections of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements. |
5. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
A portion of the Plans 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, 2005, the Plan held 5,744 shares of Cendant Corporation common stock with a cost basis of $114,431. At December 31, 2004, the Plan held 666 shares of Cendant Corporation common stock with a cost basis of $14,346. |
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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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Number of | ||||||||||||||
Identity of Issue, Borrower, | Description | Shares, Units | Cost | Current | ||||||||||
Current Lessor or Similar Party | of Investment | or Par Value | *** | Value | ||||||||||
* Cendant Corporation Common Stock
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Common stock fund | 5,744 | $ | 99,091 | ||||||||||
Oppenheimer Emerging Markets Equity Trust
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Common/collective trust | 16,031 | 307,157 | |||||||||||
Oppenheimer International Growth Trust
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Common/collective trust | 3,675 | 40,717 | |||||||||||
* Merrill Lynch Equity Index Trust Fund
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Common/collective trust | 7,360 | 106,131 | |||||||||||
* Merrill Lynch Retirement Preservation Trust
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Common/collective trust | 8,920,845 | 8,920,845 | |||||||||||
Allianz CCM Capital Appreciation Fund
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Mutual fund | 54,338 | 1,051,988 | |||||||||||
Allianz Capital Renaissance Fund
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Mutual fund | 5,754 | 124,823 | |||||||||||
Davis NY Venture Fund
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Mutual fund | 47,831 | 1,629,608 | |||||||||||
Harbor Small Capital Value Fund
|
Mutual fund | 39,929 | 791,791 | |||||||||||
ING International Value Fund
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Mutual fund | 34,324 | 613,368 | |||||||||||
Lord Abbett Bond Debenture Fund
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Mutual fund | 9,166 | 71,314 | |||||||||||
MASS Investment Growth Stock Fund
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Mutual fund | 19,628 | 252,606 | |||||||||||
MFS Mid-Cap Growth Fund
|
Mutual fund | 24,120 | 221,662 | |||||||||||
MFS Value Fund
|
Mutual fund | 32,508 | 752,880 | |||||||||||
Oppenheimer Capital Appreciation Fund
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Mutual fund | 15,524 | 681,821 | |||||||||||
Oppenheimer Quest Balanced Value Fund
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Mutual fund | 35,147 | 627,721 | |||||||||||
PIMCO Total Return Fund
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Mutual fund | 77,418 | 812,889 | |||||||||||
Scudder RREEF Real Estate Fund
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Mutual fund | 7,204 | 149,919 | |||||||||||
The Oakmark Equity and Income Fund
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Mutual fund | 2,734 | 68,303 | |||||||||||
Vanguard Explorer Admiral Fund
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Mutual fund | 940 | 65,722 | |||||||||||
Various participants
|
Participant loans** | 587,761 | ||||||||||||
Cash and cash equivalents
|
5,283 | |||||||||||||
Total
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$ | 17,983,400 | ||||||||||||
* | Represents a permitted party-in-interest. |
** | Maturity dates range from February 2006 to August 2018 at interest rates of 4.75% to 10.5%. |
*** | Cost information is not required for participant-directed investments. |
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Cendant Car Rental Operations Support, Inc. | |
Retirement Savings Plan |
By: | /s/ Terence P. Conley |
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Terence P. Conley | |
Executive Vice President, | |
Human Resources and | |
Corporate Services | |
Cendant Corporation |
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