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Intended to Maximize Value for Cendant Shareholders
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New Companies Will Have Strong Balance Sheets, Significant Scale, Leading
Market Positions and Brands, and World-Class, Experienced Management Teams
New York, NY October-24-2005 � Cendant Corporation (NYSE: CD) today announced
that its Board of Directors has approved a plan to separate Cendant into
four independent, publicly traded, pure-play companies � one each for Cendant�s
real estate, travel distribution, hospitality and vehicle rental businesses.
The plan is designed to enable shareholders and the four companies to realize
Cendant�s value, which has not yet been fully recognized by the market,
despite the strong operating and financial performance of Cendant�s businesses.
Following the proposed transaction, Cendant�s shareholders will own
100% of the equity in all four companies. The transaction is expected to
be effected through three 100% spin-offs in the summer of 2006. It is expected
to be tax-free for the Company and its shareholders.
Move Designed to Unlock Value
Cendant�s Chairman and Chief Executive Officer, Henry R. Silverman,
said, �We believe that this is the right thing to do, for the right reasons
and at the right time. Creating four strong and focused pure-play companies
is the best way to unlock the full value of Cendant�s businesses for the
benefit of our shareholders in both the short and long term. All of our
businesses have done well, yet despite Cendant�s consistently strong operating
and financial performance in recent years, the market has not fully recognized
the value of the Company. Our successful efforts to simplify Cendant�s
structure and divest non-core businesses have underscored the benefits
of greater clarity and focus. With these efforts complete, we have now
concluded that it is in the best interests of our shareholders to establish
pure-play enterprises, as we and our advisors believe the sum of the parts
has a value in excess of our current share price.�
Cendant anticipates that the separation of the Company�s core businesses
will facilitate a clearer understanding and fairer market valuation of
each of these businesses. The transaction is intended to reduce the complexity
surrounding investor understanding and analysis of Cendant�s businesses
and enable investors to choose how to diversify their Cendant holdings.
Cendant also expects to attract new interest from investors who want to
own stock in one or more of the separate companies, even though they might
not have been as interested in Cendant�s diversified holdings as a single
company.
Cendant�s President and Chief Financial Officer, Ronald L. Nelson, added,
�Since mid-2004, we have created three focused public companies � Jackson
Hewitt, PHH Corporation and Wright Express � through two initial
public offerings and one spin-off. The share price appreciation of each
of these companies has significantly outperformed its respective industry
groupings, the S&P 500 and Cendant, giving greater credence to our
view that the aggregate valuations of the four proposed new companies will
exceed that of Cendant today.�
Strategic Rationale
The Company and its advisors evaluated a number of strategic alternatives
to increase shareholder value, including a leveraged recapitalization;
a sale of one, several or all of Cendant�s business units; and different
configurations of a separation.
�We concluded that this proposed transaction is the most feasible and
the most financially attractive,� Mr. Silverman continued. �It is a tax-efficient
approach and does not preclude the other alternatives considered by our
Board after the separation occurs. This structure removes another layer
of complexity, enables the companies to have readily identifiable market
comparables and preserves most of the revenue synergies among our business
units. And we will seek to preserve other synergies through arms�-length
contractual arrangements.�
Geopolitical Risk
In considering this transaction, the Company also reassessed its previously
articulated view that it manages event-related risk through size and diversity.
Commenting on this reassessment, Mr. Nelson said, �Obviously, we thought
long and hard about the fact that there will be more volatility in the
separate travel assets than currently exists. However, each new company
will be affected differently and we expect that each will be sufficiently
capitalized to manage event-driven risk. Moreover, it has become clear
in the last few years that the advantages of focused pure-play companies
in the market outweigh the incremental benefits offered by Cendant�s hedged
portfolio.�
Four Strong Competitors
�From inception,� Mr. Silverman said, �each of the new companies will
be a major competitor in its sector. Each will have leading brands and
market positions, strong balance sheets, significant scale and world-class,
experienced management teams.�
Silverman emphasized these key strengths of the new companies:
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Real Estate Services is the leader in the residential real estate
services sector � the largest real estate brokerage franchisor and operator,
the world�s premier employee relocation and mobility services company,
and a leading provider of title agency and other settlement services.
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Travel Network encompasses Cendant�s Travel Distribution Services
division as well as RCI and Vacation Rental Group � with a powerful portfolio
of global brands and a strong U.S. and international presence, it is a
leader in the growing travel intermediary sector, and is the largest timeshare
exchange company as well as the largest marketer of European vacation rentals.
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Hospitality is one of the world�s largest lodging companies, with
nine of the best-known brands, and the world�s largest developer, marketer
and manager of timeshares.
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Vehicle Rental Services, with two of the most-recognized brands
in its sector, is one of the largest general-use car rental businesses
in the U.S.
Experienced Managements
The four new companies will be led by teams drawn from Cendant�s current
senior leadership. Richard A. Smith will be Chief Executive Officer of
Real Estate Services, with Mr. Silverman serving as Non-Executive Chairman.
At Travel Network, Mr. Silverman will serve as Chairman and Chief Executive
Officer, with Samuel L. Katz as Vice Chairman and President. Hospitality
will be headed by Stephen P. Holmes as Chairman and Chief Executive Officer,
while Mr. Nelson will lead Vehicle Rental Services as its Chairman and
Chief Executive Officer.
�Cendant is fortunate to have these four world-class executives � Ron
Nelson, Richard Smith, Steve Holmes and Sam Katz � to provide the new companies
with the leadership they need,� Mr. Silverman commented. �The best way
for me to make a contribution is to help Richard and Sam launch these exciting
new enterprises.�
Highest Governance Standards
Each of the new companies� Board of Directors will be composed of a
diverse group of experienced directors, with a majority of independent
directors and a commitment to the highest standards of corporate governance.
No Change in Operations; New Opportunities for Employees
The Company emphasized that the planned transaction should not affect
the operations of its business units and that generally customers, suppliers,
franchisees and other business partners should see no changes in their
relationships with Cendant businesses. It also emphasized that employees
generally should not be affected.
Mr. Nelson said, �The creation of four separate, pure-play companies
will offer Cendant employees important new opportunities for growth. Most
business unit and division employees won�t see any significant changes
in their day-to-day responsibilities. And many corporate employees will
have new opportunities available to them in the four new companies. One
of our highest priorities will be to ensure that as many employees as possible
are placed in appropriate positions at the new companies.�
Strong Capitalization, Restructured Debt
It is expected that the new companies will be prudently and conservatively
capitalized, which is expected to offset any potential exposure to added
market volatility they may face as focused businesses, while at the same
time providing flexibility for long-term growth.
Any refinancing of Cendant�s corporate debt will be apportioned between
Real Estate Services and Travel Network. Real Estate Services and Travel
Network will share responsibility for the Company�s contingent liabilities.
It is expected that Hospitality and Vehicle Rental Services will have no
legacy corporate debt but will assume the existing securitized debt related
to timeshare and rental vehicle assets, respectively.
Dividend and Share Repurchase Strategy
The Company noted that it expects to continue to recommend to its Board
of Directors payment of the regular $0.11 quarterly dividend until the
separation is completed. Following the separation, it is currently expected
that all four companies will pay dividends, which, in the aggregate, will
approximate the dividend currently paid by Cendant. Individual company
payments will be determined at a later date and will be within the discretion
of the respective Boards of Directors, although Cendant anticipates that
the Real Estate Services and Travel Network entities will pay the substantial
majority of the post-separation aggregate dividend.
The Company also said that, in light of the proposed transaction, it
will re-assess its share repurchase targets as it refines the capital structure
and credit ratings of each of the four new companies. Accordingly, while
the Company�s share repurchase authorization remains in place, its previously
announced share repurchase target of $2 billion over the course of 2005
and 2006 is no longer operative.
Company Headquarters and Names
The Real Estate, Hospitality and Vehicle Rental companies are expected
to continue to be based in Parsippany, N.J., where they are now located.
Travel Network will headquarter at Cendant�s current New York City office.
No change in the location of the Company�s workforce is anticipated.
No new names have been selected yet for the new companies. That process
will be completed prior to the completion of the separation. The Cendant
name will be retired.
Stock exchange listings for the four new publicly traded companies have
not yet been determined.
Cendant is being advised by Evercore Partners and JPMorgan in connection
with this transaction, and its outside legal counsel is Skadden, Arps,
Slate, Meagher & Flom LLP.
Conditions Precedent to Completion of Transaction
Consummation of the proposed transaction will be subject to certain
conditions precedent, including final approval by Cendant�s Board of Directors,
receipt of a tax opinion of counsel and the filing and effectiveness of
registration statements with the Securities and Exchange Commission. Also,
the separation is subject to the completion of applicable refinancings.
Approval of Cendant�s shareholders is not required.
Additional Information on Four New Companies
The proposed four new companies will represent the following proportions
of Cendant�s estimated 2005 key financial metrics:
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Real Estate Services
(a) |
Travel Network
(a) |
Hospitality
(a) |
Vehicle Rental Services (a) |
% of Cendant Estimated 2005 Revenue |
39�41% |
18�20% |
12�14% |
27�29% |
% of Cendant Estimated 2005 EBITDA (b) |
40�42% |
28�30% |
14�16% |
14�16% |
% of Cendant Estimated 2005 Pre- tax Earnings (b) |
44�46% |
21�23% |
16�18% |
15�17% |
(a) EBITDA represents income from continuing operations
before non-program related depreciation and amortization, non-program related
interest, amortization of pendings and listings, income taxes and minority
interest. All percentages are based on the Company�s guidance to be issued
in connection with its third quarter 2005 earnings release (excluding the
results of its former mortgage business). The percentages for Travel Network
and Hospitality reflect the transfer of the Company�s timeshare exchange
business, RCI, and its European vacation rental business from Hospitality
to Travel Network. The percentages have been provided for informational
purposes and are not necessarily indicative of the results of future operations
or the actual results that would have been achieved had the separation
occurred at the beginning of 2005.
(b) EBITDA percentages reflect the allocation of corporate
overhead based upon Cendant�s estimate of each company�s relative consumption
of Corporate services as a stand-alone public entity. Cendant�s preliminary
estimates indicate that the aggregate Corporate services costs incurred
by the stand-alone entities will not exceed Cendant�s total Corporate services
costs. The pre-tax earnings percentages further reflect the allocation
of (i) Corporate depreciation and amortization using the same methodology
described above and (ii) Corporate debt interest expense based upon each
company�s proposed debt structure, under which Cendant expects its Corporate
debt to be apportioned equally between Real Estate Services and Travel
Network. |
Additional information about the four new companies is appended below.
Future Financial Results
Cendant will report its third quarter results today after the market
closes. Earnings per share were $0.44, which is consistent with the low
end of the range of the Company�s previous guidance.
Based upon current trends in the Company�s consumer-oriented travel
businesses, EBITDA from core operating segments (excluding restructuring
charges) is expected to increase approximately 14%, year-over-year, in
the fourth quarter 2005, as compared with our previous projected growth
of approximately 25%.
Mr. Nelson commented, �Several of our leisure travel units began to
show signs of slowing growth during the third quarter. Although some of
what we experienced can be directly attributed to the impact of terrorism,
devastating hurricanes and higher gasoline prices, we also began to feel
the impact of, among other things, the slowdown in the rate of growth currently
affecting all online businesses, as well as the ongoing channel shift to
supplier sites, demand weakness in certain key markets in the global distribution
business, and continued economic weakness in Europe. In addition, we combined
our timeshare exchange business, RCI, and our Vacation Rental Group to
create the new Vacation Network Group. This combination is expected to
save the Company approximately $9 million annually as well as broaden the
marketing capability of our European travel business, but will result in
severance and facility closing costs of approximately $0.01 per share in
fourth quarter 2005. As a result of this restructuring and the slower growth
noted above, the Company will reduce its projection for fourth quarter
2005 earnings per share by $0.03 to $0.04 to a range of $0.23 to $0.26.
This projection does not include any potential charges associated with
the transaction.�
Mr. Nelson continued, �The effect of these items on 2006 is not yet
clear. However, based upon the current trends noted above, together with
increased fleet costs and higher interest cost in the rental car business,
we preliminarily project revenue to grow by approximately 10% and EBITDA
from core operating segments to grow by 11%-13% in 2006 versus 2005, down
from our previous estimate of 11% revenue and 19% EBITDA growth.�
The Company will not be providing specific earnings per share guidance
for Cendant for 2006, as it is no longer relevant due to the contemplated
transaction. The Company expects to provide guidance for each of the proposed
new companies at its 2006 Investor Day, currently planned for February
2, 2006.
HOSPITALITY
Hospitality is the world�s largest lodging franchisor, with nearly 6,500
hotels on five continents under nine brand names. Hospitality is also the
world�s largest timeshare developer with over 140 resorts throughout North
America and the South Pacific. Currently comprised of Fairfield Resorts
and Trendwest Resorts, the Timeshare Resort Group accounts for more than
760,000 owner families worldwide.
Hotel Group
This group is one of the world's largest lodging companies, with nearly
6,500 hotels and approximately 540,000 rooms on five continents. Its TripRewards®
loyalty program, the lodging industry�s largest based on the number of
participating hotels, has grown to more than 4 million members in its first
year. The group totals more than 5,300 employees and is headquartered in
Parsippany, N.J.
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Wyndham® -- 109 hotels and resorts in the United States, Caribbean
and Mexico
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Ramada® � 977 hotels and resorts worldwide
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Days Inn® � 1,863 hotels worldwide
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Super 8® � 2,072 motels in the United States, Canada and China
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Wingate Inn® � 143 hotels and resorts in the United States and Canada
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Howard Johnson® � 457 hotels worldwide
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Travelodge® � 521 hotels in the United States, Canada and Mexico
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AmeriHost Inn® � 104 hotels in the United States
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Knights Inn® � 212 motels in the United States and Canada
Timeshare Resort Group
The group consists of Fairfield Resorts and Trendwest Resorts, and is
the largest vacation ownership company in the world with over 140 resorts,
more than 13,000 individual timeshare units, and over 760,000 owner families.
The group totals more than 14,000 employees and is headquartered in Orlando,
Fla.
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Fairfield Resorts specializes in the development and marketing of travel
products including vacation ownership intervals at over 70 resorts throughout
the U.S. Fairfield was one of the first U.S. developers to move from traditional
fixed-week timeshare ownership to a points-based exchange program with
the launch of FairShare Plus in 1991.
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Trendwest Resorts is a leading vacation ownership company offering a network
of resorts with a flexible points-based system of ownership. The company
currently operates 57 WorldMark resorts in the United States, British Columbia,
Mexico and Fiji.
Key Statistics
Headquarters: Parsippany, NJ
Employees: 19,000
Worldwide Hotels: Nearly 6,500
Worldwide Timeshare Resorts: 143
TripRewards Membership: 4,100,000
Timeshare Owner Families: 760,000
Senior Executives
Stephen P. Holmes, Chairman and CEO
Franz Hanning, CEO, Timeshare Resort Group
Steven A. Rudnitsky, CEO, Hotel Group
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VEHICLE RENTAL SERVICES
Vehicle Rental Services is one of the largest general-use car rental
operators in the U.S. and an industry leader in the car rental sector.
It brings together two of the most recognized brands in the industry, Avis,
a leading supplier to the business travel segment, and Budget, a top brand
in the leisure travel market.
Avis Rent A Car is recognized as an industry leader in applying new
technologies and is one of the world�s top brands for customer loyalty.
Budget Rent A Car is the owner and franchisor of one of the world�s best-known
car rental brands. Budget Truck Rental is the second-largest consumer truck
rental company in the United States, operating through a network of more
than 2,800 locations throughout the continental United States, serving
both the consumer and light duty commercial sectors.
Combined, the two brands have an extended global reach that includes
over 6,600 car and truck rental locations in the Americas, Australia, New
Zealand and the Caribbean.
Avis Rent A Car System, Inc.
Avis and its subsidiaries operate the world�s second-largest general-use
car rental business, with approximately 2,000 locations in the United States,
Canada, Australia, New Zealand and the Latin American/Caribbean region.
It is a leading brand for customer loyalty, ranking as the number one car
rental company in the 2005 Brand Keys® Customer Loyalty Index.
Vehicle Rental Services will hold marketing agreements with Avis Europe
Plc, a separately owned UK-based company owning or franchising an additional
3,000 Avis locations in Europe, Asia, the Middle East and Africa.
Budget Rent A Car System, Inc.
Budget operates and/or franchises approximately 1,800 rental locations
in the U.S., Canada, Latin America, Caribbean, Australia and New Zealand.
Today, as an industry leader, Budget continues to appeal to value-minded
renters by offering quality vehicles and a rewarding rental experience.
The Budget System in Europe, Africa and the Middle East is operated
under a royalty-free license arrangement with Zodiac Europe Limited, an
independent third party and an affiliate of Avis Europe, and is comprised
of approximately 800 locations.
Key Statistics
Headquarters: Parsippany, N.J.
Employees: 31,000
Worldwide car & truck locations (approx): 6,600
Airport car locations vs. Hertz: 175%
Airport car locations vs. Enterprise: 200%
Senior Executives
Ronald L. Nelson, Chairman and CEO
Robert Salerno, President and COO
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REAL ESTATE SERVICES
Real Estate Services is a leader in the residential real estate services
sector, operating the world�s largest real estate brokerage franchisor,
the largest U.S. residential real estate brokerage firm, a premier provider
of employee relocation and global mobility services, as well as one of
the country�s leading providers of title agency and other settlement services.
Real Estate Franchise Group
The largest franchisor of real estate brokerages has more than 14,000
offices and 300,000 sales associates worldwide, including the following
brands:
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Century 21® � World�s largest residential real estate sales organization
with 137,000 brokers and sales associates and over 7,500 independently
owned and operated franchised broker offices in 39 countries and territories.
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Coldwell Banker® � One of the nation�s oldest real estate companies
with over 3,900 residential and commercial real estate offices and 125,000
sales associates in 28 countries.
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Coldwell Banker Commercial® � One of the nation�s largest commercial
real estate franchise operations with affiliates offering clients comprehensive
buying, selling, leasing, acquisition, disposition and management services.
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ERA® � A growing residential real estate brokerage franchise system
with over 2,700 offices, more than half of which are international.
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Sotheby's International Realty® � A luxury real estate network designed
to connect the finest independent real estate companies to the most prestigious
clientele in the world.
Real Estate Brokerage Group
NRT is the largest residential real estate brokerage company in the
U.S. It owns and operates companies in more than 35 of the nation�s largest
metropolitan markets. NRT has more than 1,000 offices, 8,000 employees
and over 60,000 sales associates nationwide. In 2004, NRT again posted
an industry record with more than $200 billion in sales volume.
Relocation Services
Cendant Mobility is a premier provider of employee relocation and mobility
services. It operates six global services centers on four continents. The
company annually assists over 100,000 employees around the globe for a
broad client base including nearly two-thirds of the Fortune 50, as well
as government agencies and affinity organizations. The performance-based
Cendant Mobility Broker Network closed over 70,000 properties on behalf
of Cendant Mobility clients in 2004.
Title and Settlement Services
Cendant Settlement Services Group is one of the nation�s leading full-service
title, settlement, and vendor management services companies. It serves
real estate companies, affinity groups, corporations and financial institutions
in support of residential and commercial real estate transactions.
Key Statistics
Headquarters: Parsippany, N.J.
Employees: 15,000
Senior Executives
Henry R. Silverman, Non-Executive Chairman
Richard A. Smith, CEO
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TRAVEL NETWORK
Travel Network (TN) is a leading global travel network focused on operating
across both the consumer direct and business-to-business channels, providing
the most comprehensive blend of technology and content available in the
industry today.
TN�s customers include travel agencies, tour operators, resort developers,
corporate travel buyers, airlines, hotels, car rental companies and online
and offline consumers. With over 17,000 employees in approximately 140
countries, TN is the most geographically diverse and vertically integrated
travel company in the global travel industry today with unparalleled scale.
Some of TN�s major business activities are:
Business to Business
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Group travel and wholesale services including hotels, transfers and sight
seeing provided by Gullivers Travel Associates.
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Global Distribution System (GDS) services provided to travel agencies,
suppliers and corporations through Galileo.
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Corporate travel management services provided by Travelport and Orbitz
for Business, for corporations seeking fully managed on-line travel.
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Hotel inventory management and connectivity solutions provided by TRUST/Wizcom.
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Travel business intelligence provided by Shepherd Systems for airlines,
travel agencies and travel-related companies.
Business to Consumer
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Consumer retail travel through brands such as Orbitz and Cheap Tickets
in the U.S. and the ebookers, HotelClub.com, RatesToGo.com, aoyou.com and
OctopusTravel.com brands internationally.
Vacation Network Group
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Formed by the combination of RCI and Vacation Rental Group, Vacation Network
Group offers leisure accommodations, including more than 55,000 villas
and cottages; vacation ownership condominiums; and bungalow parks and campgrounds
throughout the U.S., Europe and Asia Pacific through brands such as RCI,
Landal Green Parks, English Country Cottages and Novosol. VNG includes
luxury private residency clubs and a number of travel destination clubs.
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Through Leisure Real Estate Solutions, provides consultancy services to
resort developers and real estate investors.
Key Statistics:
Headquarters: New York, N.Y.
Employees: 17,000
Travel agencies served: Over 50,000
Hotel properties served: 59,000
Global locations: 140 countries
Vacation properties: 55,000
Exchange and rental customers: 4.4 million
GDS revenue in comparison to total TN revenue: Americas � 18%; International
markets � 27%
Gross bookings (direct and indirect): 10 billion online; 47 billion
offline
Senior Executives:
Henry R. Silverman, Chairman and CEO
Samuel L. Katz, Vice Chairman and President
Kenneth N. May, Chairman and CEO, Vacation Network Group |
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About Cendant Corporation
Cendant Corporation is primarily a provider of travel
and residential real estate services. With approximately 85,000 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
Certain statements in this press release constitute �forward-looking
statements� within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from
any future results, performance or achievements expressed or implied by
such forward-looking statements. Statements preceded by, followed by or
that otherwise include the words �believes�, �expects�, �anticipates�,
�intends�, �projects�, �estimates�, �plans�, �may increase�, �may fluctuate�
and similar expressions or future or conditional verbs such as �will�,
�should�, �would�, �may� and �could� are generally forward-looking in nature
and not historical facts. Any statements that refer to expectations or
other characterizations of future events, circumstances or results are
forward-looking statements. The Company cannot provide any assurances that
the separation or any of the proposed transactions related thereto will
be completed, nor can it give assurances as to the terms on which such
transactions will be consummated. The transaction is subject to certain
conditions precedent, including final approval by the Board of Directors
of Cendant.
Various risks that could cause future results to differ
from those expressed by the forward-looking statements included in this
press release include, but are not limited to: risks inherent in the contemplated
separation and related transactions and borrowings and costs related to
the proposed transactions; distraction of the Company and its management
as a result of the proposed transactions; changes in business, political
and economic conditions in the U.S. and in other countries in which Cendant
and its companies currently do business; changes in governmental regulations
and policies and actions of regulatory bodies; changes in operating performance;
and access to capital markets and changes in credit ratings, including
those that may result from the proposed transaction. Other unknown or unpredictable
factors also could have material adverse effects on Cendant�s and its companies�
performance or achievements. In light of these risks, uncertainties, assumptions
and factors, the forward-looking events discussed in this press release
may not occur. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date stated, or if no date is stated,
as of the date of this press release. 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 10-Q for the
quarter ended June 30, 2005, including under headings such as �Forward-Looking
Statements� and �Management�s Discussion and Analysis of Financial Condition
and Results of Operations.� Except for the Company�s ongoing obligations
to disclose material information under the federal securities laws, the
Company undertakes no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the occurrence
of unanticipated events unless required by law.
This press release includes management�s estimate of EBITDA
growth from core operating segments for fourth quarter 2005. Management
believes the most directly comparable GAAP measure would be �Net Income.�
As the Company has not yet completed its calculation of the gain resulting
from the October 17, 2005 sale of its Marketing Services division, the
Company is only capable of providing a reconciliation to Net Income before
the results of Discontinued Operations. Provided below is a reconciliation
of EBITDA to Income from Continuing Operations (which represents Net Income
before the results of Discontinued Operations) for fourth quarter 2005
(projected) and 2004:
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