-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GGmG/Hf4tjfZdPfFUxrHvMnqTj2AKcla1yrmPLMFMFV4gUErUIZ8o7ZjuMdX8O0t AkcpKo8pqpfy4u1Lf98wJg== 0000950172-01-000316.txt : 20010313 0000950172-01-000316.hdr.sgml : 20010313 ACCESSION NUMBER: 0000950172-01-000316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010312 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENDANT CORP CENTRAL INDEX KEY: 0000723612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 060918165 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10308 FILM NUMBER: 1566692 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 9734965036 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: CUC INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMP U CARD INTERNATIONAL INC DATE OF NAME CHANGE: 19870914 8-K 1 0001.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 12, 2001 (March 12, 2001) Date of Report (Date of earliest event reported) CENDANT CORPORATION ------------------------------------------------------ (Exact name of Registrant as specified in its charter) DELAWARE 1-10308 06-0918165 ---------- --------- ------------ (State or Other Jurisdiction of (Commission (IRS Employer Incorporation or Organization) File Number) Identification No.) 9 WEST 57TH STREET NEW YORK, NEW YORK 10019 (Address of principal executive offices) (zip code) (212) 314-1800 Registrant's telephone number, including area code NOT APPLICABLE (Former name, former address and former fiscal year, if applicable) ITEM 5. OTHER EVENTS. Free cash flow is another measure used by management to evaluate liquidity and financial condition. Free cash flow represents cash available for the repayment of debt and other corporate purposes such as stock repurchases, acquisitions and investments. Such measure of performance may not be comparable to similarly titled measures used by other companies and is not a measurement recognized under generally accepted accounting principles. Therefore, free cash flow should not be construed as a substitute for income or cash flow from continuing operations in measuring operating results or liquidity. A Consolidated Schedule of Free Cash Flow for the years ended December 31, 2000 and 1999 is attached hereto as Exhibit 99.1, which is incorporated herein by reference in its entirety, and should be read in conjunction with the Company's Consolidated Statements of Operations and Cash Flows presented in accordance with generally accepted accounting principles and filed with the Securities and Exchange Commission within the Company's earnings release of full year results filed on Form 8-K on February 8, 2001, the Company's Form 10-Q for the quarterly period ended September 30, 2000 filed on November 14, 2000 and the Company's restated audited consolidated financial statements at December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 and restated management's discussion and analysis of results of operations both filed on Form 8-K/A on January 19, 2001. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. No. Description - --- ----------- 99.1 Consolidated Schedule of Free Cash Flow for the years ended December 31, 2000 and 1999. SIGNATURES 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 By: /s/ John T. McClain ---------------------------- Name: John T. McClain Title: Senior Vice President, Finance and Corporate Controller Dated: March 12, 2001 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Consolidated Schedule of Free Cash Flow for the years ended December 31, 2000 and 1999. EX-99 2 0002.txt EXHIBIT 99.1 - SCHEDULE EXHIBIT 99.1 CENDANT CORPORATION AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF FREE CASH FLOW (IN MILLIONS)
YEAR ENDED DECEMBER 31, -------------------------------- 2000 1999 ----------- ------------- Adjusted EBITDA $ 1,543(A) $ 1,783(B) Less: Move.com Group (94) (22) --------- ---------- Adjusted EBITDA, excluding Move.com Group 1,637 1,805 Interest expense (145) (196) Minority interest, excluding tax benefit (133)(C) (90)(C) Tax payments (42) (42) --------- ----------- CASH FLOW NET OF TAXES PAID 1,317 1,477 Tax refunds 109 88 Restructuring and other unusual payments (46) (49) Working capital and other (21) (55) -------- ---------- OPERATING CASH FLOW 1,359 1,461 Adjusted capital expenditures (199)(D) (252)(D) -------- ---------- FREE CASH FLOW 1,160 1,209 -------- ---------- NON OPERATING ACTIVITIES: Investments (318) (45) Acquisitions, net of cash acquired (136) (205) Funding of litigation settlement trust (350) - Net proceeds from sale of subsidiaries, net of investment in leased vehicles 4 2,591 Other (141) (E) (106)(E) -------- ---------- (941) 2,235 -------- ---------- FINANCING ACTIVITIES: Net repayments on borrowings (522) (F) (494)(F) Net issuance (repurchase) of equity securities 313 (2,736) -------- ---------- (209) (3,230) -------- ---------- NET CHANGE IN CASH BEFORE MANAGEMENT AND MORTGAGE PROGRAMS 10 214 MANAGEMENT & MORTGAGE PROGRAMS Net mortgage originations and sales 385 2,001 Net mortgage servicing rights (694) (571) Net relocation advances 372 80 Net financing for assets of management programs (274) (1,558) -------- ---------- (211) (48) -------- ---------- NET CHANGE IN CASH AND CASH EQUIVALENTS $ (201) $ 166 ======== ==========
- -------------------- (A) Excludes (i) charges in connection with restructuring and other initiatives ($86 million); (ii) losses related to the dispositions of businesses ($43 million); (iii) investigation-related costs ($23 million); (iv) charges in connection with litigation asserting claims associated with accounting irregularities in the former business units of CUC and outside of the principal common stockholder class action lawsuit ($20 million) and (v) charges incurred in connection with the postponement of the initial public offering of Move.com common stock ($3 million). Such amounts were partially offset by (i) a non-cash credit incurred in connection with a change to the original estimate of the number of Rights to be issued in connection with the PRIDES settlement resulting from unclaimed and uncontested Rights ($41 million) and (ii) a gain representing the recognition of a portion of the Company's previously recorded deferred gain from the sale of its fleet businesses due to the disposition of VMS Europe by Avis Group Holdings, Inc. in August 2000 ($35 million). (B) Excludes (i) charges associated with the agreement to settle the principal common stockholder class action lawsuit ($2,894 million); (ii) charges in connection with the transition of the Company's lodging franchisees to a Company sponsored property managment system ($23 million); (iii) investigation-related costs ($21 million); (iv) termination of a proposed acquisition costs ($7 million) and (v) charges principally related to the consolidation of European call centers in Ireland ($2 million). Such amounts were partially offset by a net gain related to the dispositions of businesses ($967 million). (C) Represents the before tax amounts of minority interest. (D) Represents total capital expenditures exclusive of Move.com Group capital expenditures ($18 million in 2000 and $2 million in 1999). (E) Includes net cash used in Move.com Group operations, the effects of changes in exchange rates and cash provided by or used in discontinued operations. (F) Represents debt repayments, net of proceeds received from borrowings (including the issuance of a mandatorily redeemable preferred interest in a subsidiary in 2000). -----END PRIVACY-ENHANCED MESSAGE-----