DOCSLIB.ORG

REALOGY CORPORATION (Exact Name of Registrant As Specified in Its Charter)

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
REALOGY CORPORATION (Exact Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32852 REALOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-4381990 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification Number) organization) One Campus Drive 07054 Parsippany, NJ (Zip Code) (Address of principal executive offices) (973) 407-2000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, Par Value $0.01 New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No As of June 30, 2006, the last business day for the Registrant’s most recently completed second fiscal quarter, there was no established public trading market for the Registrant’s Common Stock, par value $0.01. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant (assuming solely for the purposes of this calculation that all directors and executive officers of the Registrant are “affiliates”) as of February 14, 2007 was approximately $6,422,685,041 (based upon the closing price of $29.85 per share as reported by the New York Stock Exchange on that date). As of February 20, 2007, 217,622,887 shares of the Registrant’s Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents Page Special Note Regarding Forward-Looking Statements 2 Trademarks and Service Marks 3 Industry Data 3 PART I Item 1. Business 4 Item 1A. Risk Factors 25 Item 2. Properties 41 Item 3. Legal Proceedings 42 Item 4. Submission of Matters to a Vote of Security Holders 51 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 52 Item 6. Selected Financial Data 53 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 79 Item 8. Financial Statements and Supplementary Data 79 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 79 Item 9A. Controls and Procedures 79 Item 9B. Other Information 80 PART III Item 10. Directors, Executive Officers and Corporate Governance 80 Item 11. Executive Compensation 86 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13. Certain Relationships and Related Transactions, and Director Independence 104 Item 14. Principal Accountant Fees and Expenses 107 PART IV Item 15 Exhibits, Financial Statement Schedules 108 SIGNATURES 109 Exhibit Index G-1 EX-10.3.A: LETTER AGREEMENT EX-10.4.A: AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.14.D: JOINDER AGREEMENT EX-10.39: FOURTH OMNIBUS AMENDMENT AND AGREEMENT EX-10.43.A: AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.46.A: FORM OF AMENDMENT TO FORM OF LETTER AGREEMENT EX-12: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EX-21: SUBSIDIARIES EX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-31.1: CERTIFICATION EX-31.2: CERTIFICATION EX-32: CERTIFICATION Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including the Risk Factors identified in Item 1A of this Annual Report; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward- looking statements. Expressions of future goals, expectations and similar expressions including, without limitation, “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause our actual results to differ materially from those described in the forward-looking statements: the failure to complete the proposed merger with affiliates of Apollo Management VI, L.P. (“Apollo”); adverse developments in general business, economic and political conditions or any outbreak or escalation of hostilities on a national, regional or international basis; a decline in the number of home sales and/or prices; competition in our existing and future lines of business and the financial resources of competitors; our failure to comply with laws and regulations and any changes in laws and regulations; local and regional conditions in the areas where our franchisees and brokerage operations are located; our inability to access capital and/or securitization markets on favorable commercial terms; a downgrade in our debt ratings; risks inherent in Realogy’s separation from Cendant and the related transactions; and risks inherent in the merger with Apollo, if consummated. These factors and others are described in more detail below in Item 1A entitled “Risk Factors.” There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents we from time to time file with, or furnish to, the Securities and Exchange Commission (“SEC”), particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. 2 Table of Contents TRADEMARKS AND SERVICE MARKS We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our business. Some of the more important trademarks that we own or have rights to use that appear in this Annual Report include the CENTURY 21®, COLDWELL BANKER®, ERA®, THE CORCORAN GROUP®, COLDWELL BANKER COMMERCIAL® and SOTHEBY’S INTERNATIONAL REALTY® marks, which are registered in the United States and registered or pending registration in other jurisdictions. Each trademark, trade name or service mark of any other company appearing in this Annual Report is owned by such company. INDUSTRY DATA This Annual Report includes industry and trade association data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other information available to us. Some data is also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. As noted in this report, the National Association of Realtors (“NAR”) and the Federal National Mortgage Association (“FNMA”) were the primary sources for third-party industry data and forecasts. Forecasts regarding rates of home ownership, median sales price, volume of home sales, and other metrics included in this report to describe the housing industry are inherently speculative in nature and actual results for any period may materially differ. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on market data currently available to us. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under Item 1A entitled “Risk Factors” in this report.
Load more

Recommended publications
  • Realogy Corporation Domus Holdings Corp
    As filed with the Securities and Exchange Commission on November 1, 2011 Registration No. 333-173250 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REALOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 6531 20-4381990 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) One Campus Drive Parsippany, New Jersey 07054 (973) 407-2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) DOMUS HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 6531 20-8050955 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) One Campus Drive Parsippany, New Jersey 07054 (973) 407-2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) GUARANTORS LISTED ON SCHEDULE A HERETO Marilyn J. Wasser, Esq. Realogy Corporation One Campus Drive Parsippany, New Jersey 07054 (973) 407-2000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Stacy J. Kanter, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 (212) 735-3000 Approximate date of commencement of
    [Show full text]
  • [115] 2017-07-31 Fourth Amended Complaint.PDF
    Case 8:15-cv-01973-FMO-AFM Document 115 Filed 07/31/17 Page 1 of 43 Page ID #:3748 1 ALAN A. GREENBERG, State Bar No. 150827 [email protected] 2 WAYNE R. GROSS, State Bar No. 138828 [email protected] 3 EVAN C. BORGES, State Bar No. 128706 [email protected] 4 GREENBERG GROSS LLP 5 650 Town Center Drive, Suite 1750 Costa Mesa, CA 92626 6 Telephone: (949) 383-2800 Facsimile: (949) 383-2801 7 DANIEL S. ROBINSON, State Bar No. 244245 8 [email protected] WESLEY K. POLISCHUK, State Bar No. 254121 9 [email protected] ROBINSON CALCAGNIE, INC. 10 19 Corporate Plaza Drive Newport Beach, CA 92660 11 Telephone: (949) 720-1288 12 Facsimile: (949) 720-1292 13 Attorneys for Plaintiffs Sheri Dodge, Neil Dodge, Ram Agrawal, Sarita Agrawal and All Others 14 Similarly Situated 15 UNITED STATES DISTRICT COURT 16 CENTRAL DISTRICT OF CALIFORNIA 17 SHERI DODGE and NEIL DODGE, and Case No. 8:15-CV-01973 RAM AGRAWAL and SARITA 18 AGRAWAL, individually and on behalf of all FOURTH AMENDED CLASS others similarly situated, ACTION COMPLAINT FOR 19 VIOLATIONS OF § 8(a) OF Plaintiffs, THE REAL ESTATE 20 SETTLEMENT PROCEDURES 21 v. ACT, 12 U.S.C. § 2607(a) 22 PHH CORPORATION, a Maryland corporation; JURY TRIAL DEMANDED 23 REALOGY HOLDINGS CORP., a Delaware corporation; 24 PHH MORTGAGE CORPORATION, a New Jersey corporation; 25 PHH HOME LOANS LLC, a Delaware limited liability company; 26 RMR FINANCIAL, LLC, a California limited 27 liability company; NE MOVES MORTGAGE LLC, a 28 Massachusetts limited liability company; FOURTH AMENDED CLASS
    [Show full text]
  • Private Equity in the 2000S 1 Private Equity in the 2000S
    Private equity in the 2000s 1 Private equity in the 2000s Private equity in the 2000s relates to one of the major periods in the history of private equity and venture capital. Within the broader private equity industry, two distinct sub-industries, leveraged buyouts and venture capital experienced growth along parallel although interrelated tracks. The development of the private equity and venture capital asset classes has occurred through a series of boom and bust cycles since the middle of the 20th century. As the 20th century ended, so, too, did the dot-com bubble and the tremendous growth in venture capital that had marked the previous five years. In the wake of the collapse of the dot-com bubble, a new "Golden Age" of private equity ensued, as leveraged buyouts reach unparalleled size and the private equity firms achieved new levels of scale and institutionalization, exemplified by the initial public offering of the Blackstone Group in 2007. Bursting the Internet Bubble and the private equity crash (2000–2003) The Nasdaq crash and technology slump that started in March 2000 shook virtually the entire venture capital industry as valuations for startup technology companies collapsed. Over the next two years, many venture firms had been forced to write-off large proportions of their investments and many funds were significantly "under water" (the values of the fund's investments were below the amount of capital invested). Venture capital investors sought to reduce size of commitments they had made to venture capital funds and in numerous instances, investors sought to unload existing commitments for cents on the dollar in the secondary market.
    [Show full text]
  • Cendant Corporation (Exact Name of Registrant As Specified in Its Charter)
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 24, 2006 (August 23, 2006) Cendant Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-10308 06-0918165 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 9 West 57th Street New York, NY 10019 (Address of Principal Executive Offices) (Zip Code) (212) 413-1800 (Registrant’s telephone number, including area code) None (Former name or former address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01 Completion of Acquisition or Disposition of Assets. On August 23, 2006, Cendant Corporation (“Cendant”) completed the sale of the business of Travelport Inc., Cendant’s travel distribution services subsidiary (“Travelport”), pursuant to a definitive agreement, dated June 30, 2006 (as amended), by and among Cendant Corporation, Travelport and TDS Investor Corporation (formerly known as TDS Investor LLC), an affiliate of The Blackstone Group (the “purchaser”), for $4.3 billion in cash subject to closing adjustments.
    [Show full text]
  • Realogy Holdings Corp
    About Realogy Holdings Corp. Realogy Holdings Corp. (NYSE: RLGY) is the leading and most integrated provider of residential real estate services in the U.S. that is focused on empowering independent sales agents to best serve today’s consumers. Realogy delivers its services through its well-known industry brands including Better Homes and Gardens® Real Estate, CENTURY 21®, Climb Real Estate®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran Group®, ERA®, Sotheby's International Realty® as well as NRT, Cartus®, Title Resource Group and ZapLabs®, an in-house innovation and technology development lab. Realogy’s fully integrated business model includes brokerage, franchising, relocation, mortgage, and title and settlement services. Realogy provides independent sales agents access to leading technology, best-in-class marketing and learning programs, and support services to help them become more productive and build stronger businesses. Realogy’s affiliated brokerages operate around the world with approximately 193,600 independent sales agents in the United States and approximately 106,400 independent sales agents in 112 other countries and territories. Realogy is headquartered in Madison, New Jersey. Realogy Business Units • Realogy Franchise Group, (Madison, N.J.) the leading franchisor of real estate brokerages in the world, with leading brands, including: o Better Homes and Gardens® Real Estate o CENTURY 21® o Coldwell Banker® o ERA® o Sotheby’s International Realty® o Coldwell Banker Commercial® • NRT LLC, (Madison, N.J.) the largest owner and operator of residential real estate brokerages in the United States • Cartus Corporation, (Danbury, Conn.) a global leader in relocation services • Title Resource Group LLC, (Mt. Laurel, N.J.) a provider of title and other settlement services • ZapLabs LLC, (Emeryville, Calif.) innovation and technology development subsidiary Company Leadership Realogy Holdings Corp.
    [Show full text]
  • Super-8-Partial-FDD
    FRANCHISE DISCLOSURE DOCUMENT Super 8 Worldwide, Inc. A South Dakota corporation 22 Sylvan Way Parsippany, New Jersey 07054 (973)753-8300 www.super8.com The franchisee will operate a Super 8 guest lodging facility franchise offering overnight accommodations and related services. The total investment necessary to begin operation of a Super 8 franchise for a 60 room new construction facility ranges from $2.851.5702.819.970 to $3.962.6003.816.500. The total investment necessary to begin operation of a Super 8 franchise for a 60 room conversion facility ranges from $176,170 to $1.591.0001.125.600. The above amounts include from $31,900 to $32,900 that must be paid to the franchisor or an affiliate. This Disclosure Document summarizes certain provisions of your franchise agreement and other information in plain English. Read this Disclosure Document and all accompanying agreements carefully. You must receive this Disclosure Document at least 14 calendar-days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no governmental agency has verified the information contained in this document. You may wish to receive your Disclosure Document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact Franchise Development Department, Super 8 Worldwide, Inc., 22 Sylvan Way, Parsippany, NJ 07054 or call (800) 758-8999. The terms of your contract will govern your franchise relationship. Do not rely on the Disclosure Document alone to understand your contract.
    [Show full text]
  • Realogy Holdings Corp. Realogy Group
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 8, 2013 (March 5, 2013) Realogy Holdings Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35674 20-8050955 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) Realogy Group LLC (Exact Name of Registrant as Specified in its Charter) Delaware 333-179896 20-4381990 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Campus Drive Parsippany, NJ 07054 (Address of Principal Executive Offices) (Zip Code) (973) 407-2000 (Registrant’s telephone number, including area code) None (Former name or former address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Introductory Note On March 5, 2013, Realogy Group LLC, a Delaware limited liability company (“Realogy Group”), an indirect wholly-owned subsidiary of Realogy Holdings Corp. (“Realogy Holdings” and, together with its wholly-owned subsidiaries, including Realogy Group, collectively, the “Company,” “we,” “us” or “our”), announced that it had consummated the refinancing of its existing term loan and revolving credit facilities through an amendment and restatement of its existing senior secured credit agreement.
    [Show full text]
  • CENDANT CORPORATION the Merger of CUC and HFS Was Finalized in December 1997
    THE NEW COMPANY: CENDANT CORPORATION The merger of CUC and HFS was finalized in December 1997. Henry Silverman was named CEO, and Walter Forbes was named chairman of the board. The positions of the two officers were scheduled to switch on January 1, 2000, with Henry Silverman assuming the role of chairman of the board and Walter Forbes assuming the role of CEO. The merger created a service company headquartered in Parsippany, New Jersey, with operations in more than 100 countries involving over 30,000 employees. The market value of Cendant's approximately 900 million shares of outstanding common stock at the time of the merger was estimated to be $29 billion, making it one of the 100 largest U.S. corporations. Cendant, a global service provider, was positioned to provide superior growth and value opportunities for its owners. As Henry Silverman noted when the merger was finalized: Cendant arrives at the global marketplace as the world's premier consumer and business services company, with strong growth prospects. (Form 8-K, CUC International, Inc., December 18, 1997) Initially, Ernst & Young, LLP, CUC's auditor, was retained to complete the audit of CUC's 1997 financial statements, and Deloitte & Touche, LLP, HFS's auditor, was retained to complete the audit of HFS's 1997 financial statements. Deloitte and Touche was slated to be the successor auditor for the newly formed company. Cendant's 8-K filing with the Securities and Exchange Commission announcing the selection of Deloitte & Touche as the successor auditor noted that during the past two years there were no material disagreements between the company and Ernst & Young on accounting principles or practices, financial statement disclosures, auditing scope, or procedures.
    [Show full text]
  • Plaintiff's Motion for the Court to Exclude Testimony Or, Alternatively
    EXHIBIT 3 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION UNITED STATES OF AMERICA Civil Action No. 05 C 5140 Plaintiff, Judge Filip v. Magistrate Judge Denlow NATIONAL ASSOCIATION OF REALTORS® Defendant. Expert Report of Fredrick A. Flyer August 1, 2007 CONTAINS CONFIDENTIAL INFORMATION SUBJECT TO PROTECTIVE ORDER allows agents and brokers to post their listings at no charge. Zillow allows sellers (e.g., FSBOs) as well as brokers and agents to post listings on their site, also at no charge.56 Zillow and Trulia were recently reported to be among the most frequently trafficked real estate related websites on the Internet.57 53. Notably, many brokers have embraced the concept of providing consumers with direct access to information about listings through these third-party Internet websites. For example, Realogy, which owns major franchises such as Coldwell Banker, Century 21, and ERA, as well as the largest brokerage in the U.S. (NRT), recently announced plans to submit 58 its listings, which number over 500,000, to Google Base and Trulia. Similarly, the Houston Association of Realtors® submits all of its listings to Google Base.59 Other significant brokers in large markets have likewise embraced this form of direct dissemination of listing information to consumers.60 54. Furthermore, new technologies are making it less cumbersome for listing brokers to place their listings on various websites. For example, Point2 is a company that allows brokers to automatically "syndicate" their listings to several websites,
    [Show full text]
  • Marriott International – Affiliate Operating Agreement
    Marriott International – Affiliate Operating Agreement This Agreement supplements the Terms and Conditions entered into between you and Performance Horizon Group LIMITED (“PHG”) as they apply to your application and participation as an Affiliate in the Affiliate Program of Marriott International, Inc. (“Marriott”) and Marriott.com (together with any other Marriott-owned websites) (collectively, the "Program"). As used in this Agreement, "we", “us”, “our” or "Marriott” means Marriott International, on behalf of itself and its affiliated companies and brands, and "you" means the applicant party. The “Sites” means Marriott’s Web sites as related to the respective Campaign including, but not limited to, the Marriott Sites (www.Marriott.com, www.Marriott.co.uk, etc.), and any other Marriott-owned Web sites, whether existing as of the date you began to participate in Marriott’s Affiliate program or in the future, created by Marriott to sell related services or merchandise as defined and outlined in Section 7. All capitalized terms that are not specifically defined in this Agreement shall have the same meaning as defined in the PHG Terms and Conditions. If there are any conflicts between this Agreement and the PHG Terms and Conditions, the terms of this Agreement shall govern. By submitting the Application, you hereby ACCEPT AND AGREE to all of the terms and conditions set forth in this Agreement as they may be revised or amended by Marriott from time to time. This Agreement will become binding when your Application is accepted by Marriott. 1. Program Terms and Conditions. Your participation in the Program shall be governed by Marriott’s Campaign Details listed in the PHG console, and the terms and conditions of this Agreement (collectively, the “Program Terms”).
    [Show full text]
  • About the Founder Counterparts Advisory Was Formed by Founding
    About the Founder Counterparts Advisory was formed by Founding Principal Mitchell Lewis to provide the expertise and access for brands to internationally expand beyond their markets of origin. For each project, Lewis strategically assembles a team from his extensive network of global brand experts to help execute expansion plans and meet clients’ objectives. Counterparts Advisory’s mission is simple – to preserve core brand integrity while successfully expanding in international target markets. Lewis is a global franchise veteran with a long history of developing expansion models from direct franchising to master licensing. His years of global business expansion give him the advantage of acutely understanding brand awareness, acceptance and engagement. He knows that companies face challenges operating in a new country and has the experience and team to create – and execute – an expansion plan that is efficient and sustainable, while preserving the companies’ core business model. Most recently, Lewis served as managing director of Europe, the Middle East and Africa (EMEA) for Berkshire Hathaway’s property group, Berkshire Hathaway HomeServices, overseeing the brand’s development and operations throughout EMEA. His vast international business development and strategic operations experience first started at Cendant Corporation, where he managed the global expansion for Century 21, Coldwell Banker, Coldwell Banker Commercial and ERA. Later, at Realogy Corporation, he continued to grow the global presence for the same brokerage networks, as well as Sotheby’s International Realty. He also served as managing director of Asia Pacific for Christie’s International Real Estate, where he established the network’s operational presence and helped lead the brand’s global development.
    [Show full text]
  • Cendant Corporation (Exact Name of Registrant As Specified in Its Charter)
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 4, 2006 (July 31, 2006) Cendant Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-10308 06-0918165 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 9 West 57th Street New York, NY 10019 (Address of Principal Executive Offices) (Zip Code) (212) 413-1800 (Registrant’s telephone number, including area code) None (Former name or former address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. Effective as of the close of business on July 31, 2006, Cendant Corporation (“Cendant”) completed the separation of Realogy Corporation (“Realogy”) and Wyndham Worldwide Corporation (“Wyndham”), formerly wholly owned subsidiaries of Cendant that hold directly or indirectly the assets and liabilities associated with Cendant’s Real Estate Services businesses and the assets and liabilities associated with Cendant’s Hospitality Services (including Timeshare Resorts) businesses, respectively, by distributing all of the shares of common stock of Realogy and Wyndham to Cendant stockholders in a tax- free stock dividend (each a “Distribution” and collectively, the “Distributions”).
    [Show full text]