The Auto Channel
The Largest Independent Automotive Research Resource
The Largest Independent Automotive Research Resource
Official Website of the New Car Buyer

Cendant Reports Record Results for Second Quarter 2004

2Q 2004 EPS from Continuing Operations Increased 27% to $0.47 Versus $0.37 in 2Q 2003

2Q 2004 EPS Increased 78% to $0.66, including a $0.19 Gain from the Sale of Jackson Hewitt

2Q 2004 Net Cash Provided by Operating Activities Was $951 Million

2Q 2004 Free Cash Flow Was $688 Million

Company Increases Its Projection of 2004 EPS from Continuing Operations To $1.70 - $1.74, a $0.04 - $0.05 Increase from Its Prior Projection After Reclassifying Jackson Hewitt as a Discontinued Operation

NEW YORK, July 21 -- Cendant Corporation today reported record results for second quarter 2004. EPS from Continuing Operations increased 27% to $0.47, versus $0.37 in second quarter 2003. Net income per share, which includes a $0.19 gain from the sale of Jackson Hewitt Tax Service Inc., increased 78% to $0.66, versus $0.37 in second quarter 2003.

As a result of the Company's higher than anticipated second quarter results and improved outlook for the remainder of the year, Cendant increased its projection of EPS from Continuing Operations for full year 2004 to $1.70 - $1.74, representing an approximately 25% increase compared to 2003. The Company previously issued EPS guidance of $1.69 - $1.74 but after reflecting Jackson Hewitt as a discontinued operation, the previous guidance would be $1.65 - $1.70. Therefore, the new projection represents a $0.04 - $0.05 increase over the prior projection. Excluding the one-time tax benefit of $0.10 per share recorded in first quarter 2004 related to Trilegiant, EPS from Continuing Operations is projected to increase approximately 17% in 2004 compared with 2003. The Company also continues to forecast 2004 Net Cash Provided by Operating Activities of approximately $5 billion and Free Cash Flow of more than $2 billion, even without the cash flow generated by Jackson Hewitt in the first six months of the year, which is no longer included in Free Cash Flow.

Cendant's Chairman, Chief Executive Officer and President, Henry R. Silverman, stated: "The combination of prolonged strength in the residential real estate market and the early stages of a rebound in travel spending, together with solid execution on our strategies, enabled our core real estate and travel verticals to perform ahead of expectations.

"We are also pleased to report that the Company continues to make significant progress toward strategic objectives as well as financial goals. We completed the first step in our plan to exit certain non-core businesses with the initial public offering of Jackson Hewitt. We plan to deploy the $770 million of cash proceeds, as well as the free cash flow generated during the remainder of 2004, primarily to reduce debt and repurchase our common stock.

"We will also continue to return value created to shareholders through a quarterly dividend, which we announced yesterday will increase effective with the third quarter payment. We expect to periodically increase our dividend at a rate at least equal to our earnings growth."

Second Quarter 2004 Results of Reportable Segments

The following discussion of operating results focuses on revenue and EBITDA for each of our reportable operating segments. EBITDA is defined as 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. EBITDA is the measure that we use to evaluate performance in each of our reportable operating segments. Our presentation of EBITDA may not be comparable to similarly titled measures used by other companies. Revenue and EBITDA are expressed in millions.

Real Estate Franchise and Operations (Consisting of the Company's real estate franchise brands, brokerage operations and relocation services)

                                   2004          2003           % change
   Revenue                      $ 1,812       $ 1,388                31%
   EBITDA                       $   354       $   262                35%

Revenue and EBITDA increased principally due to strong growth in royalties earned by our real estate franchise businesses and real estate commissions earned by NRT, our real estate brokerage firm. Real estate franchise royalty and marketing fund revenue increased 20%, primarily due to a 15% increase in average price of homes sold and a 15% increase in home sale transactions. Revenue generated by NRT increased 29% organically, due to increases in both average price and home sale transaction volume.

  Mortgage Services
  (Consisting of mortgage services and settlement services)

                                   2004          2003           % change
   Revenue                        $ 344         $ 394               (13%)
   EBITDA                         $  94         $  92                 2%

Revenue declined as expected due to lower mortgage refinancing volumes. EBITDA increased modestly as the decline in mortgage production revenues was offset by higher net revenues from mortgage servicing activities. Net revenues from mortgage servicing improved $72 million, driven by a 14% increase in the size of the servicing portfolio, substantially lower amortization and recovery of the value of our servicing asset, net of hedging activity. In addition, revenue from our settlement services business was virtually unchanged versus second quarter 2003 as lower volumes related to mortgage refinancing were offset by higher average fees and a $7 million pretax gain on the sale of a non-core asset within this business.

  Hospitality Services
  (Consisting of the Company's franchised lodging brands, timeshare exchange
   and timeshare sales and marketing, and vacation rental businesses)

                                   2004          2003           % change
   Revenue                        $ 701         $ 635                10%
   EBITDA                         $ 179         $ 150                19%

Revenue increased due to growth in virtually all of our hospitality businesses. Revenue from the European Vacation Rental Group increased approximately 90%, due primarily to the acquisition of Landal Green Parks. Revenue from RCI, the Company's timeshare exchange business, increased 13% and revenue from lodging franchise increased 7%. Revenue from the Timeshare Resort Group increased 4%, reflecting continued strength at Fairfield and in Trendwest's South Pacific results, partially offset by softness in Trendwest's domestic results due to lower than expected tour flow. Trendwest recently initiated a new sales program designed to focus on higher margin sales, which we believe should enhance results in future periods. EBITDA increased due to improved results from the European Vacation Rental Group, lodging franchise, Fairfield and RCI. In addition, income received in second quarter 2004 from lodging franchisee receivables that had been reserved in prior periods more than offset the impact of discontinuing gain-on-sale accounting, as of third quarter 2003, for the securitization of timeshare receivables.

  Travel Distribution Services
  (Consisting primarily of electronic global distribution services for the
   travel industry and travel agency services)

                                   2004          2003           % change
   Revenue                        $ 448         $ 426                 5%
   EBITDA                         $ 118         $ 104                13%

Revenue and EBITDA were positively impacted by a 5% increase in Galileo booking fees, strong growth in the Company's online travel businesses and increased sales of merchant-model hotel rooms and travel packages. Online gross bookings grew 29% year-over-year, reflective of our ongoing strategic focus on increasing our penetration of online channels, and we expect CheapTickets.com, our rapidly growing online travel business, to be profitable for the second half of 2004.

  Vehicle Services
  (Consisting of vehicle rental, vehicle management services and fleet card
   services)

                                   2004          2003           % change
   Revenue                      $ 1,550       $ 1,499                 3%
   EBITDA                       $   177       $   132                34%

EBITDA increased principally due to benefits from the successful integration of Budget. Revenue and EBITDA were also positively impacted by growth in our Avis car rental business and our Wright Express fuel card management business. Avis benefited from a 5% increase in car rental day volume, partially offset by a 2% decrease in price. The decrease in price resulted from the current competitive environment, with higher industry fleet levels due to increased incentives from car manufacturers. The impact of lower prices was offset in EBITDA by lower fleet costs. As expected, Budget car rental revenues declined 6%, as a result of management's focus on enhancing profitability by reducing the number of higher risk rentals and closing unprofitable locations.

  Marketing Services (formerly Financial Services)
  (Consisting of individual membership products, insurance-related services
   and financial services enhancement products)

                                   2004          2003           % change
   Revenue                        $ 352         $ 249                41%
   EBITDA                         $  77         $  76                 1%

Year-over-year revenue and EBITDA amounts are not comparable due to the Company's consolidation of TRL Group (formerly Trilegiant Corporation) beginning on July 1, 2003. The EBITDA increase from the consolidation was muted by integration costs incurred to combine the units that now make up the Marketing Services division, as well as by our resumption of significant marketing investment in February 2004 to solicit new members in our individual membership business. We expect to realize revenue and enhanced profitability from these investments in future periods.

Recent Achievements and Strategic Initiatives

During the second quarter, the Company made considerable progress toward its cash flow generation, debt reduction and share repurchase goals:

   * Generated Net Cash Provided by Operating Activities of $951 million and
     Free Cash Flow of $688 million.  See Table 8 for a description of Free
     Cash Flow and a reconciliation to Net Cash Provided by Operating
     Activities.

   * Reduced corporate debt, net of cash on the balance sheet, by $972
     million  (corporate debt excludes Debt under Management and Mortgage
     Programs).  As of June 30, 2004, the Company had $566 million of cash
     and cash equivalents and $4.6 billion of corporate debt outstanding.
     Furthermore, in August 2004, the Company will receive approximately
     $863 million in cash and will issue between 30 and 40 million shares of
     common stock (depending on share price), pursuant to the terms of its
     Upper DECS securities.  See Table 6 for more detailed information.

   * Utilized $194 million of cash for the repurchase of common stock, net
     of proceeds from option exercises.  This amount included the use of
     cash to repurchase shares that had been issued in the first quarter
     upon conversion of our Zero Coupon Senior Convertible Contingent Notes.

  In addition, the Company recently:

   * Completed the sale of 100% of its ownership interest in Jackson Hewitt
     Tax Service Inc. in an initial public offering.  Cendant received
     approximately $770 million of net cash proceeds from the offering,
     including a special cash dividend of $175 million from Jackson Hewitt.
     See Table 3 for the Company's historical results reflecting Jackson
     Hewitt reported as a discontinued operation.

   * Acquired Landal Green Parks, the largest Dutch vacation rental company,
     which specializes in the rental of privately-owned vacation homes
     located in European holiday parks, for approximately $150 million.

   * Acquired Australia-based Flairview Travel, a leading online hotel
     distributor that specializes in the distribution of international hotel
     content throughout Europe and the Asia Pacific region through its
     merchant hotel brand, http://www.hotelclub.com/, and its last-minute Web
     site, http://www.ratestogo.com/.

   * Acquired New York City-based Citi Habitats, Inc., the largest
     residential rental brokerage firm in New York City, and its affiliated
     companies, including SoLOFTS, a loft and fine home brokerage.

   * Announced that it is in discussions with a potential purchaser
     regarding the sale of the Company's mortgage business as well as the
     creation of an ongoing relationship between the parties providing for
     Cendant's continued participation in the mortgage business through its
     residential real estate, relocation and settlement services businesses.
     It is currently anticipated that the potential transaction, if
     completed, would result in net proceeds to Cendant at the time of sale
     of between $750 million and $1 billion, after repayment of
     approximately $5 billion to $6 billion of associated indebtedness.

   * Increased its quarterly cash dividend 29% to $0.09 per share from $0.07
     per share, effective third quarter 2004.

  2004 Outlook
  The Company projects the following EPS for 2004:

                              Third           Fourth         Full
                              Quarter         Quarter        Year

  2004 EPS (a)            $0.53 - $0.55  $0.34 - $0.36  $1.95 - $1.99(c) (d)
  2004 EPS from
   Continuing Ops. (a)    $0.53 - $0.55  $0.34 - $0.36  $1.70 - $1.74(d)

  2003 EPS from
   Continuing Ops. (b)            $0.47          $0.29          $1.38
  % Increase in EPS from
    Continuing Ops          13% -   17%    17% -   24%    23% -   26%

   (a) Projections do not reflect any impact of a potential sale of the
       Company's mortgage business.

   (b) 2003 results have been revised to recast the results of Jackson
       Hewitt Tax Service as a discontinued operation as required by GAAP.

   (c) Includes $0.06 EPS from Discontinued Operations from Jackson Hewitt
       recorded in first and second quarter 2004 and the $0.19 gain on sale
       of Jackson Hewitt recorded in second quarter 2004.

   (d) Includes the one-time tax benefit of $0.10 per share recorded in
       first quarter 2004 related to the transaction with Trilegiant.
       Excluding this benefit, 2004 EPS from Continuing Operations is
       expected to increase approximately 17% year-over-year.

The Company also announced the following detailed financial projections for full year 2004 (in millions):

                                            Full Year 2003    Full Year 2004
                                              Actual (a)       Projected (b)
  Revenue
  Real Estate Franchise and
   Operations                                 $5,258        $6,100 - 6,200
  Mortgage Services                            1,483         1,150 - 1,250
      Total Real Estate Services               6,741         7,250 - 7,450
  Hospitality Services                         2,523         2,825 - 2,955
  Travel Distribution Services (c)             1,659         1,800 - 1,900
  Vehicle Services                             5,851         6,000 - 6,225
      Total Travel Services (c)               10,033       10,625 - 11,080
  Marketing Services                           1,224         1,425 - 1,525
      Total Reportable Segments (c)          $17,998      $19,475 - 19,880

  Corporate and Other                             17           0 -      50
      Total Company (c)                      $18,015      $19,475 - 19,930
  EBITDA
  Real Estate Franchise and
   Operations                                   $892         $980 -  1,050
  Mortgage Services                              380          230 -    280
  Hospitality Services                           633          740 -    790
  Travel Distribution Services                   459          485 -    525
  Vehicle Services                               442          600 -    650
  Marketing Services                             296          300 -    340
      Total Reportable Segments               $3,102       $3,475 -  3,555
  Corporate and Other                            (38)         (55 -     45)
  Depreciation and amortization (d)             (507)         (560 -   550)
  Amortization of pendings/listings              (20)         (20 -     15)
  Interest expense, net (d) (e)                 (364)         (270 -   265)
  Pretax income                               $2,173        $2,570 - 2,680
  Provision for income taxes (f)                (722)         (745 -   785)
  Minority interest                              (21)         (10 -      5)
  Income from continuing operations           $1,430        $1,815 - 1,890
  Diluted weighted average shares
   outstanding (g)                             1,040         1,085 - 1,070

   (a) Full year 2003 results have been revised to recast the results of
       Jackson Hewitt Tax Service as a discontinued operation as required by
       GAAP.

   (b) Projections do not total because we do not expect the actual results
       of all segments to be at the lowest or highest end of any projected
       range simultaneously.  Also, projections do not reflect any impact of
       a potential sale of the Company's mortgage business.

   (c) Revenue projection for Travel Distribution Services reflects a
       reduction of $100 million from prior projection to reflect a revised
       presentation of Flairview Travel revenues compared to the approach
       assumed at the time of acquisition.  There is no impact on EBITDA.

   (d) Depreciation and amortization excludes amounts related to our assets
       under management and mortgage programs, and interest expense excludes
       amounts related to our debt under management and mortgage programs,
       both of which are already reflected in EBITDA.

   (e) 2004 and 2003 interest expense includes approximately $20 million and
       $58 million, respectively, of losses on the early extinguishment of
       debt.

   (f) Includes the one-time tax benefit of $109 million recorded in first
       quarter 2004 related to the transaction with Trilegiant.  Excluding
       this benefit, the effective tax rate is expected to be approximately
       33.3% in 2004.

   (g) Diluted weighted average shares outstanding forecasted for 2004
       reflect conversion of the Upper DECS and incremental dilution from
       employee stock options, partially offset by actual and anticipated
       common stock repurchases.

  Investor Conference Call

Cendant will host a conference call to discuss the second quarter results on Thursday, July 22, 2004, at 11:00 a.m. (EDT). Investors may access the call live at http://www.cendant.com/ or by dialing (719) 457-2661. A web replay will be available at http://www.cendant.com/ following the call. A telephone replay will be available from 2:00 p.m. (EDT) on July 22, 2004 until 8:00 p.m. (EDT) on July 29, 2004 at (719) 457-0820, access code: 665526.

Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 90,000 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 http://www.cendant.com/ or by calling 877-4-INFOCD (877-446-3623).

Statements about future results made in this release, including the projections, and the statements attached hereto 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. The Company cautions that these statements are not guarantees of future performance. Actual results may 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 Cendant's Form 10-Q for the quarter ended March 31, 2004.

Such forward-looking statements include projections. Such projections were not prepared in accordance with published guidelines of the American Institute of Certified Public Accountants or the SEC regarding projections and forecasts, nor have such projections been audited, examined or otherwise reviewed by independent auditors of Cendant or its affiliates. In addition, such projections are based upon many estimates and are inherently subject to significant economic, competitive and other uncertainties and contingencies, including but not limited to the impact of war or terrorism, which are beyond the control of management of Cendant and its affiliates. Accordingly, actual results may be materially higher or lower than those projected. The inclusion of such projections herein should not be regarded as a representation by Cendant or its affiliates that the projections will prove to be correct.

This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, we have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is contained in the tables to this release and on our web site at http://www.cendant.com/.

                     Cendant Corporation and Subsidiaries
                              SUMMARY DATA SHEET
                 (Dollars in millions, except per share data)

                                               Second Quarter

                                         2004                 2003  % Change
  Income Statement Items
     Net Revenues                       $5,209               $4,591    13%
     Pretax Income (A)                     751                  585    28%
     Income from Continuing Operations     493                  384    28%
     EPS from Continuing Operations
      (diluted)                           0.47                 0.37    27%

  Cash Flow Items
     Net Cash Provided by Operating
      Activities                          $951               $1,172
     Free Cash Flow (B)                    688                  752
     Net Cash Used In Management and
      Mortgage Program Activities (C)     (249)                (154)
     Payments Made for Current Period
      Acquisitions, Net of Cash
      Acquired                            (180)                 (17)
     Net Debt Repayments                (1,105)                (432)
     Net Repurchases of Common Stock      (161)                (215)
     Payment of Dividends                  (72)                   -

                                        As of                As of
                                    June 30, 2004       December 31, 2003
  Balance Sheet Items
     Total Corporate Debt               $4,617               $6,002
     Cash and Cash Equivalents             566                  839
     Total Stockholders' Equity         11,114               10,186

  Reportable Operating Segment Results
                                               Second Quarter
                                          2004                2003  % Change

  Net Revenues
  Real Estate Franchise and Operations  $1,812               $1,388    31%
  Mortgage Services                        344                  394   (13%)
     Total Real Estate Services          2,156                1,782    21%

  Hospitality Services                     701                  635    10%
  Travel Distribution Services             448                  426     5%
  Vehicle Services                       1,550                1,499     3%
     Total Travel Services               2,699                2,560     5%

  Marketing Services                       352                  249    41%
     Total Reportable Segments           5,207                4,591    13%
  Corporate and Other                        2                    -      *
     Total Company                      $5,209               $4,591    13%

  EBITDA
  Real Estate Franchise and Operations    $354                 $262    35%
  Mortgage Services                         94                   92     2%
  Hospitality Services                     179                  150    19%
  Travel Distribution Services             118                  104    13%
  Vehicle Services                         177                  132    34%
  Marketing Services                        77                   76     1%
     Total Reportable Segments             999                  816    22%
  Corporate and Other                      (24)                 (14)     *
     Total Company                        $975                 $802

  Reconciliation of EBITDA to Pretax
   Income
  Total Company EBITDA                    $975                 $802
  Less: Non-program related depreciation
          and amortization                 130                  126
        Non-program related interest
          expense, net                      72                   81
        Early extinguishment of debt        18                    6
        Amortization of pendings and
          listings                           4                    4
  Pretax Income (A)                       $751                 $585    28%

   * Not meaningful.
  (A) Referred to as "Income before income taxes and minority interest" on
      the Consolidated Condensed Statements of Income presented on Table 2.

  (B) See Table 8 for the underlying calculations and reconciliations.

  (C) Included as a component of Free Cash Flow.  This amount represents the
      net cash flows from the operating, investing and financing activities
      of management and mortgage programs.

                   Cendant Corporation and Subsidiaries
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                   (In millions, except per share data)

                                      Three Months Ended  Six Months Ended
                                            June 30,          June 30,
                                          2004    2003(*)   2004    2003(*)
  Revenues
     Service fees and membership, net    $3,705   $3,145   $6,634   $5,802
     Vehicle-related                      1,485    1,442    2,820    2,743
     Other                                   19        4       64       41
  Net revenues                            5,209    4,591    9,518    8,586

  Expenses
     Operating                            2,733    2,422    4,941    4,442
     Vehicle depreciation, lease
      charges and interest, net             602      618    1,215    1,214
     Marketing and reservation              518      410      997      803
     General and administrative             378      331      774      670
     Non-program related depreciation
      and amortization                      130      126      258      252
     Non-program related interest, net:
         Interest expense, net               72       81      153      160
         Early extinguishment of debt        18        6       18       54
     Acquisition and integration
      related costs:
         Amortization of pendings and
          listings                            4        4        8        7
         Other                                3        8        6       15
  Total expenses                          4,458    4,006    8,370    7,617

  Income before income taxes and
   minority interest                        751      585    1,148      969
  Provision for income taxes                257      194      273      316
  Minority interest, net of tax               1        7        5       12
  Income from continuing operations         493      384      870      641
  Income (loss) from discontinued
   operations, net of tax                     -       (2)      64       50
  Gain on disposal of discontinued
   operations, net of tax                   198        -      198        -
  Net income                               $691     $382   $1,132     $691

  Earnings per share
     Basic
       Income from continuing
        operations                        $0.48    $0.38    $0.86    $0.63
       Income from discontinued
        operations                            -        -     0.06     0.05
       Gain on disposal of discontinued
        operations                         0.20        -     0.19        -
       Net income                         $0.68    $0.38    $1.11    $0.68

     Diluted
       Income from continuing
        operations                        $0.47    $0.37    $0.82    $0.62
       Income from discontinued
        operations                            -        -     0.06     0.05
       Gain on disposal of discontinued
        operations                         0.19        -     0.19        -
       Net income                         $0.66    $0.37    $1.07    $0.67

  Weighted average shares
     Basic                                1,020    1,017    1,018    1,022
     Diluted                              1,053    1,039    1,056    1,039

   (*) Certain reclassifications have been made to conform to the current
       presentation.

                   Cendant Corporation and Subsidiaries
                HISTORICAL REVENUES AND EBITDA BY SEGMENT
                              (In millions)

    On June 25, 2004, the Company completed the initial public offering of
    100% of the common stock of its wholly-owned subsidiary, Jackson Hewitt
    Tax Services Inc.  As a result, the financial information presented
    below has been revised to reflect Jackson Hewitt as a discontinued
    operation pursuant to Statement of Financial Accounting Standards
    No. 144, "Accounting for the Impairment or Disposal of Long-Lived
    Assets," and to reflect the renaming of the former Financial Services
    segment as the Marketing Services segment.

                            2004                    2003
                             1st     1st     2nd     3rd     4th
    Revenues               Quarter Quarter Quarter Quarter Quarter Full Year
    Real Estate Franchise
     and Operations         $1,156    $985  $1,388  $1,593  $1,292   $5,258
    Mortgage Services          238     370     394     411     308    1,483
       Total Real Estate
        Services             1,394   1,355   1,782   2,004   1,600    6,741

    Hospitality Services       681     580     635     696     612    2,523
    Travel Distribution
     Services                  452     416     426     424     393    1,659
    Vehicle Services         1,394   1,357   1,499   1,610   1,385    5,851
       Total Travel
        Services             2,527   2,353   2,560   2,730   2,390   10,033

    Marketing Services         357     256     249     358     361    1,224
       Total Reportable
        Segments             4,278   3,964   4,591   5,092   4,351   17,998
    Corporate and Other         31      31       -      (7)     (7)      17
       Total Company        $4,309  $3,995  $4,591  $5,085  $4,344  $18,015

                            2004                    2003
    EBITDA                   1st     1st     2nd     3rd     4th
                           Quarter Quarter Quarter Quarter Quarter Full Year
    Real Estate Franchise
     and Operations           $129    $113    $262    $325    $192     $892
    Mortgage Services            8     113      92     111      64      380
    Hospitality Services       168     144     150     189     150      633
    Travel Distribution
     Services                  124     128     104     119     108      459
    Vehicle Services           100      50     132     187      73      442
    Marketing Services          69      76      76      67      77      296
       Total Reportable
        Segments               598     624     816     998     664    3,102
    Corporate and Other         12      15     (14)    (43)      4      (38)
       Total Company          $610    $639    $802    $955    $668   $3,064

    Earnings per share
    Total Company EBITDA      $610    $639    $802    $955    $668   $3,064
    Less:  Non-program
            related
            depreciation
            and amortization   128     126     126     126     129      507
           Non-program
            related
            interest
            expense, net        80      79      81      74      72      306
           Early
            extinguishment
            of debt              -      48       6       4       -       58
           Amortization of
            pendings and
            listings             4       3       4       5       8       20
    Income before income
     taxes and minority
     interest                  398     383     585     746     459    2,173
    Provision for income
     taxes                      17     120     194     252     156      722
    Minority interest, net
     of tax                      4       6       7       4       4       21
    Income from continuing
     operations                377     257     384     490     299    1,430
    Income (loss) from
     discontinued
     operations, net of tax     64      52      (2)     (4)    (11)      35
    Income before
     cumulative effect of
     accounting changes        441     309     382     486     288    1,465
    Cumulative effect of
     accounting changes,
     net of tax                  -       -       -    (293)      -     (293)
    Net income                $441    $309    $382    $193    $288   $1,172

    Diluted earnings per
     share
       Income from
        continuing
        operations           $0.36   $0.25   $0.37   $0.47   $0.29    $1.38
       Income (loss) from
        discontinued
        operations            0.06    0.05       -       -   (0.01)    0.03
       Cumulative effect of
        accounting changes       -       -       -   (0.28)      -    (0.28)
       Net income            $0.42   $0.30   $0.37   $0.19   $0.28    $1.13

                    Cendant Corporation and Affiliates
                     SEGMENT REVENUE DRIVER ANALYSIS
                      (Revenue dollars in thousands)

                                                  Second Quarter
                                               2004          2003   % Change
  REAL ESTATE FRANCHISE AND
   OPERATIONS SEGMENT

    Real Estate Franchise (A)
        Closed Sides                          512,247       445,744     15%
        Average Price                        $195,346      $170,242     15%
        Royalty and Marketing Revenue        $139,345      $115,860     20%
        Total Revenue                        $144,343      $124,302     16%

    Real Estate Brokerage
        Closed Sides                          144,384       128,750     12%
        Average Price                        $409,807      $333,666     23%
        Net Revenue from Real Estate
         Transactions                      $1,541,363    $1,141,686     35%
        Total Revenue                      $1,553,206    $1,152,225     35%

    Relocation
        Service Based Revenue
         (Referrals, Outsourcing, etc.)       $82,618       $76,679      8%
        Asset Based Revenue (Home Sale
         Closings and Financial Income)       $31,546       $34,426     (8%)
        Total Revenue                        $114,164      $111,105      3%

  MORTGAGE SERVICES SEGMENT

    Mortgage
        Production Loans Closed to be
         Securitized (millions)               $11,838       $16,976    (30%)
        Other Production Loans Closed
         (millions)                            $5,795        $6,344     (9%)
        Production Loans Sold (millions)      $10,395       $16,298    (36%)
        Average Servicing Loan Portfolio
         (millions)                          $136,237      $119,758     14%
        Production Revenue                   $231,309      $351,875    (34%)
        Gross Recurring Servicing
         Revenue                             $123,925      $109,725     13%
        Amortization and Impairment of
         Mortgage Servicing Rights           $199,058     $(255,973)     *
        Hedging Activity for Mortgage
         Servicing Rights                   $(340,855)      $68,584      *
        Other Servicing Revenue (B)            $3,717       $(8,124)     *
        Net Revenue for Mortgage
         Servicing Activities                $(14,155)     $(85,788)     *
        Total Revenue                        $217,154      $266,087    (18%)

    Settlement Services
        Title and Appraisal Units             115,847       149,123    (22%)
        Total Revenue                        $126,976      $127,569      -

  HOSPITALITY SERVICES SEGMENT

    Lodging
        RevPAR                                 $28.88        $27.45      5%
        Weighted Average Rooms Available      472,684       489,995     (4%)
        Royalty, Marketing and
         Reservation Revenue                  $97,959       $95,280      3%
        Total Revenue                        $115,574      $108,426      7%

    RCI
        Average Subscriptions               3,030,969     2,925,283      4%
        Number of Exchanges (C)               350,668       357,156     (2%)
        Exchange and Subscription
         Revenue (C)                          $97,447       $92,898      5%
        Points and Rental Transaction
         Revenue (C)                          $26,484       $19,834     34%
        Other Revenue (C)                     $20,314       $15,378     32%
        Total Revenue                        $144,245      $128,110     13%

    Fairfield Resorts
        Tours                                 146,621       147,701     (1%)
        Total Revenue                        $248,945      $223,319     11%

    Trendwest Resorts
        Tours                                  80,449       105,365    (24%)
        Total Revenue                        $132,055      $143,233     (8%)

    Vacation Rental Group
        Cottage Weeks Sold                    199,700       130,198     53%
        Total Revenue (D)                     $60,567       $32,170     88%

   *  Not meaningful.

   (A) The 2003 amounts have been revised to reflect a new presentation of
       drivers adopted during second quarter 2004 whereby contributions
       from NRT, our wholly-owned real estate brokerage firm, have been
       excluded.  All prior period amounts have been revised to reflect this
       new presentation and are available on the Cendant website,
       http://www.cendant.com/.  During the three months ended June 30, 2004
       and 2003, intercompany royalties paid by NRT were $100 million and
       $76 million, respectively.

   (B) Includes net interest expense of $14 million and $24 million for the
       three months ended June 30, 2004 and 2003, respectively.

   (C) The 2003 amounts have been revised to reflect a new presentation of
       drivers during 2004.  All prior period amounts have been revised to
       reflect this new presentation and are available on the Cendant
       website, which may be accessed at http://www.cendant.com/.

   (D) The 2004 amount includes the revenues of businesses acquired during
       second quarter 2004 and is therefore not comparable to the 2003
       amount.

                    Cendant Corporation and Affiliates
                     SEGMENT REVENUE DRIVER ANALYSIS
                      (Revenue dollars in thousands)

                                                Second Quarter
                                              2004         2003     % Change
  TRAVEL DISTRIBUTION SERVICES SEGMENT

        Galileo Domestic Booking
         Volume (000's)
            Air                               21,453       20,979       2%
            Car/Hotel                          4,393        4,528      (3%)
        Galileo International Booking
         Volume (000's)
            Air                               43,513       41,050       6%
            Car/Hotel                          1,338        1,234       8%
        Galileo Worldwide Booking
         Volume (000's)
            Air                               64,966       62,029       5%
            Car/Hotel                          5,731        5,762      (1%)
        Galileo Revenue (A)                 $401,263     $382,710       5%
        Travel Services On-line Gross
         Bookings (000's) (B)               $395,926     $307,033      29%
        Travel Services Off-line Gross
         Bookings (000's) (B)               $197,204     $249,514     (21%)
        Total Revenue (A)                   $447,571     $426,228       5%

  VEHICLE SERVICES SEGMENT

    Avis
        Rental Days (000's)                   14,656       13,939       5%
        Time and Mileage Revenue per Day      $40.55       $41.53      (2%)
        Average Length of Rental (stated
         in Days)                               3.49         3.52      (1%)
        Total Revenue (B)                   $671,777     $649,570       3%

    Budget (C)
        Car Rental Days (000's)                7,852        7,841       -
        Time and Mileage Revenue per Day      $33.28       $35.05      (5%)
        Average Length of Rental
         (stated in Days)                       3.94         4.08      (3%)
        Car Rental Revenue (B)              $310,524     $329,920      (6%)
        Truck Rental Revenue (B)            $136,521     $139,368      (2%)
        Total Revenue (B)                   $447,045     $469,288      (5%)

    Vehicle Management and Fuel Card
     Services
        Average Fleet (Leased)               316,095      317,622       -
        Average Number of Cards (000's)        4,083        3,752       9%
        Service Based Revenue                $66,742      $56,588      18%
        Asset Based Revenue                 $364,471     $323,645      13%
        Total Revenue                       $431,213     $380,233      13%

  MARKETING SERVICES SEGMENT

        Loyalty/Insurance Marketing
         Revenue                            $155,177     $148,311       5%
        Individual Membership Revenue (D)   $197,771     $100,911       *

   *  Not meaningful.

   (A) The 2004 amount includes the revenues of businesses acquired during
       or subsequent to the second quarter of 2003 and is therefore not
       comparable to the 2003 amount.

   (B) Certain reclassifications have been made to the 2003 amounts to
       conform to the current presentation.  All prior period amounts have
       been revised to reflect this new presentation and are available on
       the Cendant website, which may be accessed at http://www.cendant.com/.

   (C) The 2003 amounts have been revised to reflect a new presentation of
       drivers during 2004 consistent with the methodology used for the
       Avis business now that Budget has been integrated onto the
       Company's system.  All prior period amounts have been revised to
       reflect this new presentation and are available on the Cendant
       website, which may be accessed at http://www.cendant.com/.
   (D) The 2004 amounts reflect the results of operations of TRL Group,
       Inc. (formerly Trilegiant Corporation) pursuant to the July 1, 2003
       adoption of FIN 46, while the 2003 amounts do not reflect the
       results of TRL Group, Inc.  Accordingly, second quarter 2003
       revenues are not comparable to current period amounts.

                   Cendant Corporation and Subsidiaries
                  CONSOLIDATED CONDENSED BALANCE SHEETS
                              (In billions)

                                              As of             As of
                                          June 30, 2004   December 31, 2003
  Assets
  Current assets:
      Cash and cash equivalents               $0.6              $0.8
      Assets of discontinued operations          -               0.6
      Other current assets                     3.3               3.6
  Total current assets                         3.9               5.0

  Property and equipment, net                  1.8               1.8
  Goodwill                                    11.0              10.7
  Other non-current assets                     5.2               4.4
  Total assets exclusive of assets under
   programs                                   21.9              21.9

  Assets under management and mortgage
   programs                                   20.5              17.6

  Total assets                               $42.4             $39.5

  Liabilities and stockholders' equity
  Current liabilities:
      Current portion of long-term debt       $1.1              $1.6
      Liabilities of discontinued
       operations                                -               0.1
      Other current liabilities                5.6               5.5
  Total current liabilities                    6.7               7.2

  Long-term debt                               3.5               4.4
  Other non-current liabilities                1.2               1.2
  Total liabilities exclusive of
   liabilities under programs                 11.4              12.8

  Liabilities under management and
   mortgage programs (*)                      19.9              16.5

  Total stockholders' equity                  11.1              10.2

  Total liabilities and stockholders'
   equity                                    $42.4             $39.5

   (*) Liabilities under management and mortgage programs includes deferred
       income tax liabilities of $2.6 billion and $1.5 billion as of June
       30, 2004 and December 31, 2003, respectively.

                   Cendant Corporation and Subsidiaries
                      SCHEDULE OF CORPORATE DEBT (A)
                              (In millions)

  Earliest
  Mandatory
  Redemption Maturity
   Date       Date                              June      March     December
                                                 30,        31,         31,
                                                2004       2004       2003
                     Net Debt
                      Zero coupon senior
  February             convertible
    2004     n/a       contingent notes          $-          $-        $430

  May 2004   n/a      Zero coupon
                       convertible
                       debentures                 -           7           7

  November November   3-7/8% convertible
    2004     2011      senior debentures (B)    804         804         804

   August   August
    2006     2006     6-7/8% notes              849         849         849

  January  January
    2008     2008     6-1/4% notes              797         797         797

  May 2009   n/a      11% senior
                       subordinated notes         -         329         333
   March   March
    2010    2010      6-1/4% notes              348         348         348

  January  January
    2013     2013     7-3/8% notes            1,190       1,190       1,190

   March   March
    2015    2015      7-1/8% notes              250         250         250

   August   August
    2006     2006     4.89% notes (C)           100           -           -
                      Net hedging gains
                       (losses) (D)             (41)         99          31
                      Other (E)                 320         118         100
                      Total corporate
                       debt, excluding
                       Upper DECS             4,617       4,791       5,139
                      Plus:  Upper DECS (F)       -         863         863
                      Total Debt              4,617       5,654       6,002
                      Less:  Cash and cash
                       equivalents              566         631         839
                      Net Debt               $4,051      $5,023      $5,163

                   Net Capitalization
                    Total Stockholders'
                     Equity                 $11,114     $10,637     $10,186
                    Total Debt (per
                     above)                   4,617       5,654       6,002
                    Total
                     Capitalization          15,731      16,291      16,188
                    Less:  Cash and
                     cash equivalents           566         631         839
                   Net Capitalization       $15,165     $15,660     $15,349

                   Net Debt to Net
                    Capitalization
                    Ratio (G)                 26.7%       32.1%       33.6%

                   Total Debt to Total
                    Capitalization
                    Ratio                     29.3%       34.7%       37.1%

   (A) Amounts presented herein exclude debt under management and mortgage
       programs.

   (B) Each $1,000 principal amount is convertible into 41.58 shares of CD
       common stock during 2004 if the average price of CD common stock
       exceeds $28.32 during the stipulated measurement periods.  Redeemable
       by the Company after November 27, 2004.  Holders may require the
       Company to repurchase the debentures on November 27, 2004 and 2008.
       The Company intends to redeem these debentures during fourth quarter
       2004, at which time holders will have the right to convert their
       debentures into shares of CD common stock.

   (C) Represents amount of senior notes outstanding following the Company's
       remarketing in May 2004 of the $863 million principal amount of
       senior notes forming a part of the Company's Upper DECS securities.
       These notes were previously pledged to the Company as security for
       the holders' obligations under the forward purchase contract
       component of the Upper DECS.  The Company did not receive any
       proceeds from the remarketing; rather, the proceeds were used to
       purchase a portfolio of U.S. Treasury securities, which is pledged to
       the Company as collateral for the forward purchase contracts.

   (D) As of June 30, 2004, this balance represents $213 million of mark to
       market adjustments on current interest rate hedges, partially offset
       by $172 million of realized gains resulting from the termination of
       interest rate hedges, which will be amortized by the Company to
       reduce future interest expense.

   (E) As of June 30, 2004, this balance includes a $205 million note issued
       in April 2004 as consideration for the purchase of Marriott
       International, Inc.'s interest in Two Flags Joint Venture LLC.  The
       Company intends to repay this note no later than third quarter 2004.

   (F) In May 2004, those senior notes were remarketed and as a result no
       longer form a portion of the Upper DECS.  In connection with such
       remarketing, the Company purchased and retired $763 million principal
       amount of notes (see Note (C) above).

   (G) The "Net Debt to Net Capitalization Ratio" is useful in measuring the
       Company's leverage and indicating the strength of its financial
       condition.  This ratio is calculated by dividing (i) net corporate
       debt (which reflects total debt adjusted to assume the application of
       available cash to reduce outstanding indebtedness) by (ii) net
       capitalization (which reflects total capitalization also adjusted for
       the application of available cash).   A reconciliation of the "Net
       Debt to Net Capitalization Ratio" to the appropriate measure
       recognized under generally accepted accounting principles (Total Debt
       to Total Capitalization Ratio) is presented in the above table.

                   Cendant Corporation and Subsidiaries
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              (In millions)

                                       Three Months Ended  Six Months Ended
                                            June 30,           June 30,
                                         2004     2003     2004      2003
  Operating Activities
  Net cash provided by operating
   activities exclusive of management
   and mortgage programs                 $1,027   $1,002   $1,319    $1,267
  Net cash provided by (used in)
   operating activities of management
   and mortgage programs                    (76)     170      412     1,020
  Net Cash Provided by Operating
   Activities                               951    1,172    1,731     2,287

  Investing Activities
  Property and equipment additions          (96)    (100)    (200)     (196)
  Net assets acquired, net of cash
   acquired, and acquisition-related
   payments                                (213)     (54)    (378)     (135)
  Proceeds received on asset sales            6        4       24        86
  Proceeds from disposition of
   businesses, net of transaction-
   related payments                         784      -        826       -
  Other, net                                 (5)      17       40        70
  Net cash provided by (used in)
   investing activities exclusive of
   management and mortgage programs         476     (133)     312      (175)

  Management and mortgage programs:
    Net change in program cash              (33)      59      174        42
    Net investment in vehicles           (1,521)    (926)  (3,334)   (1,619)
    Net change in relocation
     receivables                            (34)     (80)     (15)      (92)
    Net change in mortgage servicing
     rights, related derivatives and
     mortgage-backed securities            (486)      88     (345)       81
                                         (2,074)    (859)  (3,520)   (1,588)

  Net Cash Used in Investing Activities  (1,598)    (992)  (3,208)   (1,763)

  Financing Activities
  Proceeds from borrowings                    -        1       19     2,651
  Principal payments on borrowings       (1,105)    (433)  (1,118)   (2,834)
  Issuances of common stock                 189       94      396       126
  Repurchases of common stock              (350)    (309)    (962)     (461)
  Payment of dividends                      (72)       -     (144)        -
  Other, net                                (23)     (22)     (22)      (86)
  Net cash used in financing activities
   exclusive of management and mortgage
   programs                              (1,361)    (669)  (1,831)     (604)

  Management and mortgage programs:
    Proceeds from borrowings              4,783    6,539    8,444    13,625
    Principal payments on borrowings     (3,655)  (6,241)  (6,382)  (12,825)
    Net change in short-term borrowings     785      233      914      (238)
    Other                                   (12)       4      (17)       (9)
                                          1,901      535    2,959       553

  Net Cash Provided by (Used in)
   Financing Activities                     540     (134)   1,128       (51)

  Effect of changes in exchange rates
   on cash and cash equivalents              53        3       38       (20)
  Cash provided by (used in)
   discontinued operations                  (11)       2       38        49
  Net increase (decrease) in cash and
   cash equivalents                         (65)      51     (273)      502
  Cash and cash equivalents, beginning
   of period                                631      576      839       125
  Cash and cash equivalents, end of
   period                                  $566     $627     $566      $627

                   Cendant Corporation and Subsidiaries
                CONSOLIDATED SCHEDULES OF FREE CASH FLOWS
                              (In millions)

    Free Cash Flow is useful to management and the Company's investors in
    measuring the cash generated by the Company that is available to be used
    to repurchase stock, repay debt obligations, pay dividends and invest in
    future growth through new business development activities or
    acquisitions.  Free Cash Flow should not be construed as a substitute in
    measuring operating results or liquidity.  Such metric may not be
    comparable to similarly titled measures used by other companies and is
    not a measurement recognized under generally accepted accounting
    principles.  A reconciliation of Free Cash Flow to the appropriate
    measure under generally accepted accounting principles (Net Cash
    Provided by Operating Activities) is presented below.

                                        Three Months Ended  Six Months Ended
                                               June 30,          June 30,
                                            2004    2003      2004     2003

  Pretax income                             $751    $585    $1,148     $969
  Addback of non-cash depreciation and
   amortization:
      Non-program related                    130     126       258      252
      Pendings and listings                    4       4         8        7
  Tax payments, net of refunds               (38)    (29)      (97)     (49)
  Working capital and other                  186     320        26      174
  Capital expenditures                       (96)   (100)     (200)    (196)
  Management and mortgage programs (A)      (249)   (154)     (149)     (15)
  Free Cash Flow                             688     752       994    1,142

  Current period acquisitions, net of
   cash acquired                            (180)    (17)     (322)     (44)
  Payments related to prior period
   acquisitions                              (33)    (37)      (56)     (91)
  Proceeds from disposition of
   businesses, net                           784     -         826      -
  Net repurchases of common stock           (161)   (215)     (566)    (335)
  Payment of dividends                       (72)    -        (144)     -
  Investments and other (B)                   14     -          94       13
  Net debt repayments                     (1,105)   (432)   (1,099)    (183)
  Net increase (decrease) in cash and
   cash equivalents (per Table 7)           $(65)    $51     $(273)    $502

   (A) Cash flows related to management and mortgage programs may fluctuate
       significantly from period to period due to the timing of the
       underlying management and mortgage program transactions (i.e., timing
       of mortgage loan origination versus sale).  For the thr

   (B) Includes net cash provided by (used in) discontinued operations, the
       effects of exchange rates on cash and cash equivalents and other
       investing and financing activities.

RECONCILIATION OF FREE CASH FLOW TO NET CASH PROVIDED BY OPERATING ACTIVITIES

                              (In millions)

                                        Three Months Ended  Six Months Ended
                                              June 30,          June 30,
                                           2004     2003     2004     2003

     Free Cash Flow (per above)            $688     $752     $994   $1,142
     Cash (inflows) outflows included
      in Free Cash Flow but not
      reflected in Net Cash Provided by
      Operating Activities:

          Investing activities of
           management and mortgage
           programs                       2,074      859    3,520    1,588
          Financing activities of
           management and mortgage
           programs                      (1,901)    (535)  (2,959)    (553)
          Capital expenditures               96      100      200      196
          Proceeds received on asset
           sales                             (6)      (4)     (24)     (86)
     Net Cash Provided by Operating
      Activities (per Table 7)             $951   $1,172   $1,731   $2,287

                               Full Year 2004 Projected
     Free Cash Flow                 $2,000 - $2,250
     Cash outflows included in
       Free Cash Flow but not
       reflected in Net Cash
     Provided by Operating Activities:
          Investing and financing
          activities of management
          and mortgage programs      1,975 -  2,625
          Capital expenditures         525 -    575
     Net Cash Provided by Operating
      Activities                    $4,500 - $5,450