Press Release: Cendant Corporation
October 26, 2000
NEW YORK, NY -- Cendant Corporation (NYSE: CD) announced yesterday it intends to distribute 100% of the stock of
a new company incorporating its individual membership and loyalty businesses to Cendant's shareholders in a tax-free
distribution. Cendant expects the process, which includes formation of the company, registration of its shares
and distribution of the shares to shareholders, to be completed by mid 2001. Cendant will immediately reclassify
its individual membership business segment as a discontinued operation.
The principal operating units of the new company (which has not yet been named) will be Cendant Membership Services
(CMS), currently headquartered in Stamford, Connecticut and Cendant Incentives, headquartered in Richmond, Virginia.
The spin-off does not include the direct marketing businesses (FISI Madison, Benefits Consultants Inc., CIMS and
Long-Term Preferred Care) whose results are reported in Cendant's Insurance/Wholesale business segment.
The Company also announced that Scott W. Bernstein, 40, currently president of Cendant Membership Services, has
been named CEO of the new company. The company will be headquartered in the Norwalk, Connecticut area and will
be led by its current senior management team.
``We are doing this so CMS can again grow its membership base,'' said Henry Silverman, Chairman, President and
CEO of Cendant. ``This decision culminates two years of hard work and investment by the management and employees
of CMS. During that time, we purposely focused our spending to minimize risk and maximize returns while we gained
confidence that aggressive marketing made sense in this business. We tested numerous programs to improve member
cancellation rates -- the critical variable in determining the base-line profitability and growth potential of
this business. Without a firm view on cancel rates, aggressive marketing was imprudent. We now have that firm view.''
``We believe our team can generate good returns by deploying significant new marketing dollars to materially increase
members,'' continued Silverman. ``The cash receipts generated from this activity quickly recover its cash cost
-- cash is not an issue. Unfortunately, the conservative accounting methods required for this business prevent
us from recording the revenue produced by the marketing until more than one year following our receipt of the cash
membership fees. The expense of this marketing, however, is largely recorded up front. As a result, growth results
in volatile and, initially, significantly lower GAAP earnings.''
``We do not believe that Cendant's shareholders will welcome financial results on such a disparate model from Cendant's
traditional P&L,'' concluded Silverman. ``As an independent company, CMS will be able to better explain its
cash flow advantages to investors and receive a better valuation. We also believe that as an independent company,
CMS can explore acquisition and other strategic opportunities in the direct marketing industry.''
In 1999, the discontinued membership businesses produced comparable revenues of $721 million and comparable adjusted
EBITDA of $150 million. In the first nine months of 2000, the discontinued operations produced comparable revenues
of $540 million and comparable adjusted EBITDA of $142 million. As a result of the reclassification of the financial
results of the individual membership business to discontinued operations, Cendant expects fourth quarter comparable
revenues from continuing operations to be lower by approximately $200 million than would otherwise be the case,
comparable adjusted EBITDA to be approximately $40 million to $50 million lower and earnings per share to be approximately
$0.04 lower than would have otherwise been the case.
In the fourth quarter of 2000, Cendant expects the discontinued operations to accelerate marketing expenses to
higher levels than originally planned as CMS launches its new strategic plan to accelerate member acquisition.
Consequently, the reported fourth quarter income from discontinued operations will be less than it would have been
without the acceleration of marketing expenses. The new company will include the assets and operations of Netmarket
Group, Inc., an on-line membership company reacquired by CMS in the fall of 2000. CMS will continue to market individual
membership services to consumers who are customers of Cendant's other business units under the terms of an affinity
marketing contract. Cendant expects to receive an opinion from tax counsel on the tax-free status of the distribution
and will thus not make the spin-off contingent on receipt of an IRS ruling.
Statements about future results made in this release may 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. These statements are not guarantees of future performance. They involve a number
of risks and uncertainties that are difficult to predict including the outcome of litigation. Actual results could
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 the Form 10-Q for the quarter ended June 30, 2000, including completion of the settlement
of the class action litigation.
Cendant Corporation is a global provider of real estate, travel and direct marketing related consumer and business
services. The Company's core competencies include building franchise systems, providing outsourcing solutions and
direct marketing. As a franchiser, Cendant is among the world's leading franchisers of real estate brokerage offices,
hotels, rental car agencies, and tax preparation services. The Company's real estate-related operations also include
Move.com Group, Cendant's relocation, real estate and home-related services portal on the Internet. As a provider
of outsourcing solutions, Cendant is a major provider of mortgage services to consumers, the global leader in employee
relocation, and the world's largest vacation exchange service. In direct marketing, Cendant provides access to
insurance, travel, shopping, auto, and other services primarily to customers of its affinity partners. In addition,
Cendant Internet Group is pursuing a convergence strategy for the Company's off-line and online businesses. Other
business units include NCP, the UK's largest private car park operator, and Wizcom, an information technology services
provider. Headquartered in New York, NY, the Company has approximately 28,000 employees and operates in over 100
countries.
More information about Cendant, its companies, brands and current SEC filings may be obtained by calling 877-4INFO-CD
(877-446-3623) or by visiting the Company's Web site at http://www.cendant.com.
SOURCE: Cendant Corporation