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Cendant Reports Results For Fourth Quarter and Full Year 2005

4Q 2005 Revenue Increased 7% to $4.3 Billion versus $4.0 Billion in 4Q 2004

4Q 2005 EPS from Continuing Operations was a Loss of $0.04

4Q 2005 EPS from Continuing Operations as Adjusted for Specified Items was $0.23, In Line with Most Recent Projection

4Q 2005 Net Cash Provided by Operating Activities was $773 Million and Free Cash Flow was $445 Million

Full Year 2005 Revenue Increased 9% to $18.2 Billion versus $16.7 Billion In 2004

Full Year 2005 EPS from Continuing Operations was $0.82

Full Year 2005 EPS from Continuing Operations as Adjusted for Specified Items was $1.28

Full Year 2005 Net Cash Provided by Operating Activities was $3.3 Billion and Free Cash Flow was $2.0 Billion

Company Updates 2006 Projections

NEW YORK, Feb. 13 -- Cendant Corporation today reported results for fourth quarter and full year 2005.

For fourth quarter 2005, revenue totaled $4.3 billion, an increase of 7% over fourth quarter 2004, reflecting growth in the Company's core real estate and travel services businesses. EPS from Continuing Operations was a loss of $0.04 (a profit of $0.23 as adjusted for specified items, which was in line with the Company's most recent projection). The loss from operations in the fourth quarter reflects the impact of the previously disclosed impairment charge related to lower than previously forecasted results in the Company's Travel Distribution Services businesses. (For a more detailed explanation see Other Items.) Net Income increased to $537 million, versus $357 million in fourth quarter 2004.

For full year 2005, revenue totaled $18.2 billion, an increase of 9% over 2004. Reported EPS from Continuing Operations was $0.82 ($1.28 as adjusted for specified items). Net Income was $1.3 billion.

Cendant's President and Chief Financial Officer, Ronald L. Nelson, stated: "During 2005, we continued to strengthen our businesses' leading positions in the residential real estate, hospitality, travel distribution and vehicle rental markets that they serve. Each of our business segments individually generated organic revenue growth for the full year and, in total, our core reportable segments generated organic revenue growth of 5% for the fourth quarter and 8% for the full year. In addition, during 2005 we generated over $2 billion in free cash flow, and we returned over $2.5 billion in value to our shareholders, including over 70% of our free cash flow and the spin-off of PHH Corporation."

With respect to Cendant's plan to separate the Company into four independent, publicly traded, pure play companies, Mr. Nelson further commented: "We are now in the execution phase and remain on track to complete the spin-offs of Real Estate Services and Hospitality in the second and third quarters of 2006, respectively, and the separation of Travel Distribution from Vehicle Services in October 2006."

Reconciliation to Previous EPS Guidance

The following table presents a reconciliation of actual EPS from Continuing Operations to the Company's estimated outlook as of December 13, 2005:

                                                   Q4 2005   Full Year 2005

  Reported EPS from Continuing Operations          ($0.04)        $0.82
  Adjusted for:
     First quarter 2005 restructuring and
      transaction-related charges                      -           0.03
     Separation costs                                0.01          0.01
     Impairment of intangible assets                 0.25          0.24
     Valuation charge associated with PHH spin-off     -           0.17
     Arbitration interest expense                    0.01          0.01
  Estimated EPS as of December 13, 2005             $0.23         $1.28

  Fourth Quarter 2005 Results of Core Operating Segments

The following discussion of operating results focuses on revenue and EBITDA for each of our core operating segments. Revenue and EBITDA are expressed in millions.

Real Estate Services

(Consisting of the Company's real estate franchise brands, brokerage operations, relocation services and settlement services businesses)

                    2005        2004    % change
  Revenue         $1,620      $1,572        3%
  EBITDA          $  221      $  238       (7%)

Revenue increased due to growth in our real estate franchise and NRT real estate brokerage businesses, principally driven by increases in home prices and by tuck-in acquisitions at NRT. Home prices increased 12% at real estate franchise and 10% at NRT. These increases were partially offset by a 5% decline in closed sides at both real estate franchise and NRT, reflecting the expected moderation of the residential real estate market, particularly in certain markets where NRT is concentrated such as the East and West coasts. EBITDA declined due primarily to higher fixed costs at NRT in the seasonally slow fourth quarter.

Hospitality Services

(Consisting of the Company's franchised lodging brands, hotel management, timeshare exchange and vacation rental businesses)

                    2005        2004    % change
  Revenue         $  361      $  324       11%
  EBITDA          $   80      $   83       (4%)

Revenue increased primarily due to growth in our lodging and RCI timeshare exchange businesses. The largest contributor to revenue growth was the inclusion of approximately $30 million of revenue associated with the acquisition of Wyndham International, of which approximately $25 million had no impact on EBITDA because it related to reimbursable expenses. Lodging revenue was also positively impacted by an 11% improvement in RevPAR, excluding Wyndham and Ramada International. Revenue from RCI increased 8% primarily as a result of increased rental activity and RCI points transaction volume. Partially offsetting these revenue increases was a decline at our European Vacation Rental business, which experienced slow booking patterns in the soft European travel marketplace. EBITDA was negatively impacted primarily by a previously announced $16 million charge incurred to combine the operations of RCI and the Vacation Rental Group to form the Vacation Network Group.

  Timeshare Resorts
  (Consisting of the Company's timeshare sales and development businesses)

                    2005        2004   % change
  Revenue         $  447      $  389      15%
  EBITDA           $  96      $   73      32%

Revenue and EBITDA increased primarily due to 6% growth in tour volume and a 14% increase in revenue per guest. The increase in tour flow resulted from the reorganization of the sales and marketing organizations and the benefit of diversified tour mix. Sales efficiency improvement resulted from improved yield management of product inventory, mix of tour types and pricing, particularly at some of our premium destinations (Hawaii, Las Vegas, Orlando and Myrtle Beach). In addition, revenue and EBITDA were positively impacted by increased consumer financing income primarily due to growth in the portfolio.

  Vehicle Rental
  (Consisting of the Company's car and truck rental businesses)

                    2005        2004   % change
  Revenue         $1,308      $1,131      16%
  EBITDA          $   72      $   80     (10%)

Revenue increased due to growth in our domestic and international car rental operations. Car rental revenue grew 18% worldwide due to a 17% increase in rental day volume. EBITDA comparisons were negatively impacted, however, by increased fleet costs for newer vehicles and 17% growth in our car rental fleet to support increased demand. We have initiated domestic price increases to mitigate the impact of higher fleet costs and have achieved modest year-over-year increases in pricing thus far in 2006.

Travel Distribution Services

(Consisting of electronic global distribution services for the travel industry, corporate and consumer online travel services, and travel agency services)

                    2005        2004   % change
  Revenue         $  570      $  451      26%
  EBITDA          $ (332)     $  101      N/M

Revenue increased primarily due to growth in our online travel agency and other consumer travel businesses. The acquisitions of Orbitz and Gullivers contributed to revenue and EBITDA, while the acquisition of ebookers contributed to revenue but reduced EBITDA by $10 million. On an organic basis, our online travel businesses grew gross bookings by 16% and achieved higher EBITDA margins. Revenue from GDS and Supplier Services declined 2%, as a 6% increase in global GDS segment volume was offset by decreased subscriber fee income. Despite increased revenue, EBITDA declined primarily due to a previously announced non-cash impairment charge of $425 million, pretax, ($256 million or $0.25 per share, after tax) principally associated with the Company's online consumer travel businesses, largely ebookers, as well as severance costs of $12 million. In addition, EBITDA comparisons were negatively impacted by $10 million relating to previously disclosed benefit plan changes that reduced expenses in fourth quarter 2004.

Recent Achievements and Strategic Initiatives

During the fourth quarter, the Company made considerable progress toward its cash flow generation, share repurchase and dividend payment goals:

    -- Generated Net Cash Provided by Operating Activities of $773 million
       and Free Cash Flow of $445 million.  For full year 2005, the Company
       generated Net Cash Provided by Operating Activities of approximately
       $3.3 billion and Free Cash Flow of approximately $2.0 billion.

    -- Utilized $331 million of cash for the repurchase of common stock
       ($270 million net of proceeds from option exercises).  For full
       year 2005, the Company utilized $1.3 billion of cash for the
       repurchase of 68 million shares of its common stock ($1.1 billion net
       of proceeds from issuing 24 million shares in connection with option
       exercises).

    -- Utilized $114 million of cash to pay its quarterly dividend of
       $0.11 per share.  For full year 2005, the Company utilized
       $423 million of cash to pay quarterly dividends.  As previously
       announced, Cendant's Board of Directors has approved the payment of
       the Company's first quarter 2006 dividend of $0.11 per share, after
       which further cash dividends will be suspended for the remainder of
       2006 due to the planned separation of Cendant into four independent,
       publicly traded companies.

  Other Items

    -- Discontinued Operations - Includes income from the Company's former
       Marketing Services Division and, in prior periods, results of
       operations of the Company's former Jackson Hewitt, Wright Express,
       fleet and appraisal units, which have been disposed.  The Company
       recorded gains on the sale of Marketing Services and Wright Express
       totaling $765 million in 2005 and a gain on the sale of Jackson
       Hewitt of $198 million in 2004.

    -- Arbitration Interest Expense - On February 2, 2006, we were informed
       of a final award in a matter related to claims by the purchaser of a
       business sold by Avis Group Holdings prior to Cendant's acquisition
       in 2001 of that company.  The amount awarded had been fully reserved
       for in connection with the acquisition; however, our fourth quarter
       pretax results were reduced by $19 million (or $0.01 per share, after
       tax) to reflect interest expense that we will now be required to pay
       on the award amount.

    -- Impairment of Intangible Asset - The Company's initial estimate of
       the impairment charge discussed in its December 13, 2005 press
       release was based upon having completed only the first step of a
       multi-step valuation analysis required under GAAP.  The Company has
       now completed the required, detailed analysis and determined that the
       excess value of certain Travel Distribution assets is insufficient to
       overcome the shortfall in other assets, principally ebookers.  As a
       result, the impairment of intangible asset charge recorded in our
       Travel Distribution Services segment in fourth quarter 2005 was
       $425 million pretax ($256 million or $0.25 per share, after tax),
       which was larger than previously projected.

  Outlook

Based on current trends, the 2006 revenue and EBITDA outlook for the Company's Hospitality and Timeshare segments remains substantially unchanged from the most recent projection announced on December 13, 2005. As a result of initiatives being undertaken by new management of Cendant's Travel Distribution division to preserve and enhance the market position of its international operations, the Company currently expects the 2006 results of that division to be around the low end of the previously projected EBITDA range of $575 - $625 million (before separation costs). The outlook for the Company's other segments is as follows.

Real Estate Services - As a result of recent moderation in the residential real estate market, particularly in some of the markets where NRT is more heavily concentrated, the Company expects EBITDA comparisons (before separation costs) to be negative in first quarter 2006 versus first quarter 2005. The impact on Cendant's prior first quarter 2006 EPS projection is approximately $0.03 - $0.05. The Company is taking actions to reduce costs at NRT, including consolidating offices, which should benefit results beginning in the second half of 2006. In addition, our open contracts have trended up in recent weeks, which normally indicates that home sales should improve in the next few quarters. During January 2006, average homesale prices increased in the high single digit range, year-over-year, in our franchise and brokerage businesses, continuing the national trend of uninterrupted annual price increases that, according to government statistics, has existed since at least 1950. As a result, the Company currently estimates that Real Estate Services' revenue will increase and EBITDA (before separation costs) will be about unchanged for full year 2006 versus 2005.

Vehicle Rental - The Company has modestly reduced its first quarter 2006 outlook primarily based on the expectation that corporate price increases will not take effect until later in the year when contracts come up for renewal. The impact on Cendant's prior first quarter 2006 EPS projection is approximately $0.01 - $0.02.

As a result of the reduced first quarter outlook for Real Estate Services and Vehicle Services, the Company now projects first quarter 2006 revenue growth from core operations of approximately 6% - 8%, an EBITDA decline from core operations (before separation costs) of 14% - 16%, and EPS from Continuing Operations of $0.11 - $0.16 (before separation costs).

For full year 2006, if Cendant had remained together, the Company's current expectation would be for high single digit revenue growth and low single digit EBITDA growth from core operations, excluding separation costs and the fourth quarter 2005 impairment charge at Travel Distribution Services. The Company plans to outline its full year 2006 projections for the four new companies at its Annual Investor Day scheduled for March 21, 2006.

Investor Conference Call

Cendant will host a conference call to discuss the fourth quarter results on Tuesday, February 14, 2006, at 11:00 a.m. (ET). Investors may access the call live at http://www.cendant.com/ or by dialing (719) 457-2621. 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. (ET) on February 14, 2006 until 8:00 p.m. (ET) on February 21, 2006 at (719) 457-0820, access code: 3428907.

Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 85,000 employees, New York City-based Cendant provides these services to businesses and consumers in over 100 countries. More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site at http://www.cendant.com/.

Forward Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. The Company cannot provide any assurances that the contemplated separation or any of the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. The contemplated separation is subject to certain conditions precedent, including final approval by the Board of Directors of Cendant.

Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to: risks inherent in the contemplated separation and related transactions and borrowings and costs related to the proposed transactions; distraction of the Company and its management as a result of the proposed transactions; changes in business, political and economic conditions in the United States and in other countries in which Cendant and its companies currently do business; changes in governmental regulations and policies and actions of regulatory bodies; changes in operating performance; and access to capital markets and changes in credit ratings, including those that may result from the proposed transactions. Other unknown or unpredictable factors also could have material adverse effects on Cendant's and its companies' performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward looking statements are specified in Cendant's 10-Q for the quarter ended September 30, 2005, including under headings such as "Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". Except for the Company's ongoing obligations to disclose material information under the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, important information regarding such measures is contained on Table 9 to this release.

                                                                    Table 1
                                                               (part 1 of 2)
                   Cendant Corporation and Subsidiaries
                            SUMMARY DATA SHEET
               (Dollars in millions, except per share data)

                                                  Fourth Quarter
                                                2005         2004   % Change
  Income Statement Items
     Net Revenues                              $4,316       $4,026      7%
     Pretax Income (Loss) (A)                    (119)         382      *
     Income (Loss) from Continuing Operations     (39)         248      *
     EPS from Continuing Operations (diluted)   (0.04)        0.23      *

  Cash Flow Items
     Net Cash Provided by Operating Activities $  773       $  842
     Free Cash Flow (B)                           445          258
     Payments Made for Current Period
      Acquisitions, Net of Cash Acquired         (277)      (1,264)
     Net Debt Repayments                         (869)        (134)
     Net Repurchases of Common Stock             (270)         (87)
     Payment of Dividends                        (114)         (96)

                                               As of        As of
                                            December 31, December 31,
                                                2005         2004
  Balance Sheet Items
     Total Corporate Debt                     $ 3,936      $ 4,330
     Cash and Cash Equivalents                    835          467
     Total Stockholders' Equity                11,291       12,695

  Segment Results
                                                   Fourth Quarter
                                                 2005        2004   % Change
  Net Revenues
  Real Estate Services                         $1,620       $1,572      3%

  Hospitality Services                            361          324     11%
  Timeshare Resorts                               447          389     15%
  Vehicle Rental (C)                            1,308        1,131     16%
      Total Travel Content                      2,116        1,844     15%

  Travel Distribution Services                    570          451     26%
      Total Travel                              2,686        2,295     17%

      Total Core Operating Segments             4,306        3,867     11%
  Mortgage Services                                -           156      *
  Corporate and Other                              10            3      *
      Total Company                            $4,316       $4,026      7%

  EBITDA (D)
  Real Estate Services                         $  221       $  238     (7%)

  Hospitality Services                             80           83     (4%)
  Timeshare Resorts                                96           73     32%
  Vehicle Rental                                   72           80    (10%)
      Total Travel Content                        248          236      5%

  Travel Distribution Services (E)               (332)         101      *
      Total Travel                                (84)         337      *

      Total Core Operating Segments               137          575      *
  Mortgage Services                                -             9      *
  Corporate and Other                             (38)           8      *
      Total Company                            $   99       $  592      *

  Reconciliation of EBITDA to Pretax Income
  Total Company EBITDA                         $   99       $  592
  Less Non-program related
   depreciation and amortization                  136          141
     Non-program related interest expense, net     71           66
     Amortization of pendings and listings         11            3
  Pretax Income (Loss) (A)                     $ (119)      $  382      *

   *  Not meaningful.
  (A) Referred to as "Income (loss) before income taxes and minority
      interest" on the Consolidated Condensed Statements of Income presented
      on Table 2. See Table 2 for a reconciliation of Pretax Income (Loss)
      to Net Income.
  (B) See Table 9 for a description of Free Cash Flow and Table 8 for the
      underlying calculations.
  (C) For comparability purposes, 2004 revenue has been grossed-up by
      $70 million to reflect a change in accounting presentation adopted
      during fourth quarter 2005 to be consistent with industry competitors.
      This change had no impact on EBITDA.
  (D) See Table 9 for a description of EBITDA.
  (E) The 2005 amount includes a $425 million non-cash impairment charge
      principally associated with our online consumer travel businesses.

                                                                   Table 1
                                                              (part 2 of 2)
                   Cendant Corporation and Subsidiaries
                            SUMMARY DATA SHEET
               (Dollars in millions, except per share data)

                                                    Full Year
                                                 2005        2004   % Change
  Income Statement Items
     Net Revenues                              $18,236     $16,689      9%
     Pretax Income (A)                           1,346       2,047      *
     Income from Continuing Operations             869       1,365      *
     EPS from Continuing Operations (diluted)     0.82        1.28      *

  Cash Flow Items
     Net Cash Provided by Operating Activities $ 3,314     $ 3,613
     Free Cash Flow (B)                          2,026       1,613
     Payments Made for Current Period
      Acquisitions, Net of Cash Acquired        (1,947)     (1,592)
     Net Debt Repayments                          (399)     (1,445)
     Issuance of Common Stock in
      Connection with the Upper DECS                -          863
     Net Repurchases of Common Stock            (1,060)       (756)
     Payment of Dividends                         (423)       (333)

                                                As of        As of
                                             December 31, December 31,
                                                 2005        2004
  Balance Sheet Items
     Total Corporate Debt                      $ 3,936     $ 4,330
     Cash and Cash Equivalents                     835         467
     Total Stockholders' Equity                 11,291      12,695

  Segment Results
                                                     Full Year
                                                 2005         2004  % Change
  Net Revenues
  Real Estate Services                         $ 7,141     $ 6,552      9%

  Hospitality Services                           1,527       1,340     14%
  Timeshare Resorts                              1,735       1,544     12%
  Vehicle Rental (C)                             5,316       4,708     13%
      Total Travel Content                       8,578       7,592     13%

  Travel Distribution Services                   2,429       1,788     36%
      Total Travel                              11,007       9,380     17%

      Total Core Operating Segments             18,148      15,932     14%
  Mortgage Services                                 46         700      *
  Corporate and Other                               42          57      *
      Total Company                            $18,236     $16,689      9%

  EBITDA (D)
  Real Estate Services                         $ 1,184     $ 1,131      5%

  Hospitality Services                             449         460     (2%)
  Timeshare Resorts                                289         254     14%
  Vehicle Rental                                   439         467     (6%)
      Total Travel Content                       1,177       1,181      -

  Travel Distribution Services (E)                 100         466      *
      Total Travel                               1,277       1,647      *

      Total Core Operating Segments              2,461       2,778      *
  Mortgage Services (F)                           (181)         97      *
  Corporate and Other                             (175)        (66)     *
      Total Company                            $ 2,105     $ 2,809      *

  Reconciliation of EBITDA to Pretax Income
  Total Company EBITDA                         $ 2,105     $ 2,809
  Less: Non-program related
   depreciation and amortization                   547         483
     Non-program related interest expense, net     189         245
     Early extinguishment of debt                   -           18
     Amortization of pendings and listings          23          16
  Pretax Income (A)                            $ 1,346     $ 2,047      *

   *  Not meaningful.
  (A) Referred to as "Income before income taxes and minority interest" on
      the Consolidated Condensed Statements of Income presented on Table 2.
      See Table 2 for a reconciliation of Pretax Income to Net Income.
  (B) See Table 9 for a description of Free Cash Flow and Table 8 for the
      underlying calculations.
  (C) For comparability purposes, 2004 revenue has been grossed-up by
      $285 million to reflect a change in accounting presentation adopted
      during fourth quarter 2005 to be consistent with industry competitors.
      This change had no impact on EBITDA.
  (D) See Table 9 for a description of EBITDA.
  (E) The 2005 amount includes a $425 million non-cash impairment charge
      principally associated with our online consumer travel businesses.
  (F) The 2005 amount includes a $180 million non-cash valuation charge
      associated with the PHH spin-off.

                                                                   Table 2
                   Cendant Corporation and Subsidiaries
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                   (In millions, except per share data)

                                          Three Months        Twelve Months
                                              Ended               Ended
                                           December 31,       December 31,
                                          2005    2004(*)    2005    2004(*)
  Revenues
     Service fees and membership, net   $ 3,002  $ 2,888   $12,865  $11,907
     Vehicle-related                      1,308    1,131     5,316    4,708
     Other                                    6        7        55       74
  Net revenues                            4,316    4,026    18,236   16,689

  Expenses
     Operating                            2,569    2,444    10,684    9,888
     Vehicle depreciation, lease
      charges and interest, net             422      295     1,547    1,232
     Marketing and reservation              386      357     1,712    1,477
     General and administrative             398      330     1,485    1,279
     Non-program related depreciation
      and amortization                      136      141       547      483
     Non-program related interest, net:
     Interest expense, net                   71       66       189      245
     Early extinguishment of debt            -        -         -        18
     Acquisition and integration
      related costs:
         Amortization of pendings
          and listings                       11        3        23       16
         Other                                3        8        32        4
     Restructuring and transaction-
      related charges (credits)              (2)      -         50       -
     Separation costs                        16       -         16       -
     Impairment of intangible assets        425       -        425       -
     Valuation charge associated
      with PHH spin-off                      -        -        180       -
  Total expenses                          4,435    3,644    16,890   14,642

  Income (loss) before income
   taxes and minority interest             (119)     382     1,346    2,047
  Provision (benefit) for income taxes      (80)     132       474      674
  Minority interest, net of tax              -         2         3        8
  Income (loss) from continuing operations  (39)     248       869    1,365
  Income from discontinued
   operations, net of tax (B)                 1      109        27      519
  Gain (loss) on disposal of
   discontinued operations, net of tax:
     PHH valuation and transaction-
      related charges                        -        -       (312)      -
     Gain on disposal                       583       -        765      198
  Income before cumulative
   change in accounting                     545      357     1,349    2,082
  Cumulative effect of accounting
   change, net of tax (C)                     8       -          8       -
  Net income                            $   537  $   357   $ 1,341  $ 2,082

  Earnings per share
     Basic
       Income (loss) from
        continuing operations           $ (0.04) $  0.24   $  0.84  $  1.32
       Income from
        discontinued operations              -      0.10      0.03     0.51
       Gain on disposal of
        discontinued operations            0.58       -       0.43     0.19
       Cumulative effect of
        accounting change, net of tax     (0.01)      -      (0.01)      -
       Net income                       $  0.53  $  0.34   $  1.29  $  2.02

     Diluted
       Income (loss) from
        continuing operations           $ (0.04) $  0.23   $  0.82  $  1.28
       Income from
        discontinued operations              -      0.10      0.02     0.49
       Gain on disposal of
         discontinued operations           0.58       -       0.43     0.19
       Cumulative effect of
        accounting change, net of tax     (0.01)      -      (0.01)      -
       Net income                       $  0.53  $  0.33   $  1.26  $  1.96

  Weighted average shares outstanding
     Basic                                1,019    1,052     1,040    1,031
     Diluted                              1,019    1,079     1,060    1,064

  (*) For comparability purposes, fourth quarter 2004 vehicle-related
      revenues and operating expenses and full year 2004 vehicle-related
      revenues and operating expenses have been grossed-up by $70 million
      and $285 million, respectively, to reflect a change in accounting
      presentation adopted during fourth quarter 2005 to be consistent with
      industry competitors.
  (B) Includes the results of operations of (i) the Company's Marketing
      Services division, through date of disposition (October 2005), (ii)
      the Company's former fuel card business, Wright Express Corporation,
      through date of disposition (February 2005), (iii) the Company's
      former fleet leasing and appraisal businesses through date of spin-
      off (January 2005) and (iv) in 2004, the Company's former tax
      preparation business, Jackson Hewitt Tax Service Inc., through date
      of disposition (June 2004).
  (C) Represents a non-cash charge to reflect the cumulative effect of
      adopting FASB Interpretation No. 47, "Accounting for Conditional
      Asset Retirement Obligations" in fourth quarter 2005, as required.

                                                                   Table 3
                                                              (part 1 of 2)
                   Cendant Corporation and Subsidiaries
                        ORGANIC GROWTH BY SEGMENT
                              (In millions)

                                                         REVENUES
                                                      Fourth Quarter
                                              2005         2004          %*

  Real Estate Services (A)                  $ 1,543      $ 1,568        (2%)

  Hospitality Services (B)                      328          323         2%
  Timeshare Resorts                             447          389        15%
  Vehicle Rental (C)                          1,299        1,131        15%
      Total Travel Content                    2,074        1,843        13%

  Travel Distribution Services (D)              445          441         1%
      Total Travel                            2,519        2,284        10%

     Total Core Operating Segments          $ 4,062       $3,852         5%

                                                          EBITDA
                                                      Fourth Quarter
                                               2005         2004         %*

  Real Estate Services (A)                  $   211      $   232        (9%)

  Hospitality Services (B)                       77           82        (6%)
  Timeshare Resorts                              96           73        30%
  Vehicle Rental (C)                             75           80        (7%)
      Total Travel Content                      248          235         5%

  Travel Distribution Services (D)               93          101        (8%)
      Total Travel                              341          336         1%

     Total Core Operating Segments          $   552      $   568        (3%)

  Reconciliation of Organic EBITDA
   to Pretax Income
  Pretax Income (Loss) (E)                  $  (119)     $   382
  Add Non-program related
   depreciation and amortization                136          141
     Non-program related
      interest expense, net                      71           66
     Amortization of pendings and listings       11            3
  Total Company EBITDA                           99          592
  Less: Mortgage Services                        -             9
     Corporate and Other                        (38)           8
  EBITDA for Total Core Operating Segments      137          575
  Adjustments to arrive at Organic
   EBITDA for Total Core Operating
   Segments                                     415           (7)
  Organic EBITDA for Total Core
   Operating Segments (per above)           $   552      $   568

   *  Amounts may not calculate due to rounding in millions.
  (A) Includes a reduction to revenue and EBITDA growth of $73 million and
      $4 million, respectively, primarily related to the acquisitions of
      significant real estate brokerage businesses during or subsequent to
      fourth quarter 2004.
  (B) Includes a reduction to revenue and EBITDA growth of $32 million and
      $2 million, respectively, primarily related to the acquisitions of
      Wyndham Worldwide in October 2005 and Ramada International, Inc. in
      December 2004.
  (C) Includes a reduction to revenue growth of $9 million and an increase
      in EBITDA growth of $3 million related to the acquisition of a Budget
      franchisee in October 2005.
  (D) Includes a reduction to revenue growth of $115 million and an
      increase in EBITDA growth of $425 million.  The reduction in revenue
      growth primarily relates to the acquisitions of Orbitz, Inc. in
      November 2004, ebookers plc in February 2005 and Gullivers Travel
      Associates in April 2005, partially offset by the transfer of the
      Company's membership travel business to the discontinued Marketing
      Services division.  The increase in EBITDA growth reflects an
      adjustment for the $425 million non-cash impairment charge principally
      associated with our online travel consumer businesses.
  (E) See Table 2 for a reconciliation of Pretax Income (Loss) to Net
      Income.

                                                                    Table 3
                                                               (part 2 of 2)
                   Cendant Corporation and Subsidiaries
                        ORGANIC GROWTH BY SEGMENT
                              (In millions)

                                                        REVENUES
                                                        Full Year
                                              2005         2004          %*

  Real Estate Services (A)                  $ 6,889      $ 6,529         6%

  Hospitality Services (B)                    1,414        1,340         6%
  Timeshare Resorts (C)                       1,735        1,538        13%
  Vehicle Rental (D)                          5,307        4,708        13%
      Total Travel Content                    8,456        7,586        11%

  Travel Distribution Services (E)            1,772        1,733         2%
      Total Travel                           10,228        9,319        10%

     Total Core Operating Segments          $17,117      $15,848         8%

                                                          EBITDA
                                                        Full Year
                                               2005         2004         %*

  Real Estate Services (A)                  $ 1,148       $ 1,109        4%

  Hospitality Services (B)                      443           460       (4%)
  Timeshare Resorts (C)                         289           249       16%
  Vehicle Rental (D)                            441           467       (5%)
      Total Travel Content                    1,173         1,176        -

  Travel Distribution Services (E)              444           459       (3%)
      Total Travel                            1,617         1,635       (1%)

     Total Core Operating Segments          $ 2,765       $ 2,744        1%

  Reconciliation of Organic EBITDA
   to Pretax Income
  Pretax Income (F)                         $ 1,346       $ 2,047
  Add: Non-program related
   depreciation and amortization                547           483
     Non-program related interest
      expense, net                              189           245
     Early extinguishment of debt                -             18
     Amortization of pendings and listings       23            16
  Total Company EBITDA                        2,105         2,809
  Less: Mortgage Services                      (181)           97
     Corporate and Other                       (175)          (66)
  EBITDA for Total Core Operating Segments    2,461         2,778
  Adjustments to arrive at Organic
   EBITDA for Total Core Operating Segments     304           (34)
  Organic EBITDA for Total Core
   Operating Segments (per above)           $ 2,765       $ 2,744

   *  Amounts may not calculate due to rounding in millions.
  (A) Includes a reduction to revenue and EBITDA growth of $229 million and
      $14 million, respectively, primarily related to the acquisition of
      Sotheby's International Realty in February 2004 and the acquisitions
      of significant real estate brokerage businesses during or subsequent
      to January 1, 2004.
  (B) Includes a reduction to revenue and EBITDA growth of $113 million
      and $6 million, respectively, primarily related to the acquisitions
      of Landal GreenParks in May 2004, Canvas Holidays Limited in
      October 2004, Ramada International, Inc. in December 2004 and Wyndham
      Worldwide in October 2005.
  (C) Includes an increase to revenue and EBITDA growth of $6 million and
      $5 million, respectively, related to the sale of Equivest Capital in
      March 2004.
  (D) Includes a reduction to revenue growth of $9 million and an increase
      in EBITDA growth of $2 million related to the acquisition of a Budget
      franchisee in October 2005.
  (E) Includes a reduction to revenue growth of $602 million and an
      increase to EBITDA growth of $351 million.  The reduction in revenue
      growth primarily relates to the acquisitions of Orbitz, Inc. in
      November 2004, ebookers plc in February 2005,  Gullivers Travel
      Associates in April 2005 and Flairview Travel in April 2004, partially
      offset by the transfer of the Company's membership travel business to
      the discontinued Marketing Services division.  The increase in EBITDA
      growth reflects an adjustment for the $425 million non-cash impairment
      charge principally associated with our online travel consumer
      businesses, partially offset by a reduction of $74 million resulting
      primarily from the aforementioned transactions.
  (F) See Table 2 for a reconciliation of Pretax Income to Net Income.

                                                                    Table 4
                                                               (part 1 of 2)
                    Cendant Corporation and Affiliates
                   SEGMENT REVENUE DRIVER ANALYSIS (*)
                      (Revenue dollars in thousands)

                                                  Fourth Quarter
                                               2005          2004   % Change
  REAL ESTATE SERVICES SEGMENT

   Real Estate Franchise
      Closed Sides                           420,621       443,430     (5%)
      Average Price                         $232,060      $207,350     12%
      Royalty Revenue (A)                   $118,934      $118,434      -
      Total Revenue (A)                     $142,867      $137,186      4%

   Real Estate Brokerage
      Closed Sides                           105,854       111,349     (5%)
      Average Price                         $469,287      $426,142     10%
      Net Revenue from Real Estate
       Transactions                       $1,274,201    $1,232,582      3%
      Total Revenue                       $1,287,893    $1,242,873      4%

   Relocation
      Transaction Volume                      19,354        18,456      5%
      Total Revenue                         $118,371      $120,493     (2%)

   Settlement Services
      Purchase Title and Closing Units        32,426        33,133     (2%)
      Refinance Title and Closing Units       12,991        12,986      -
      Total Revenue                          $71,136       $71,761     (1%)

  HOSPITALITY SERVICES SEGMENT

   Lodging
      RevPAR (B)                              $29.72        $24.53     21%
      Weighted Average Rooms Available (B)   535,058       502,954      6%
      Royalty, Marketing and
       Reservation Revenue (C)               $99,804       $82,502     21%
      Total Revenue (C)                     $143,947      $101,869     41%

   RCI
      Average Number of Subscribers        3,270,763     3,116,362      5%
      Subscriber Related Revenue            $146,626      $138,290      6%
      Total Revenue                         $155,387      $143,495      8%

   Vacation Rental Group
      Cottage Weeks Sold                     208,944       223,273     (6%)
      Total Revenue                          $61,901       $77,453    (20%)

   (*) Certain of the 2004 amounts presented herein have been revised to
       conform to the presentation used in 2005, including the new segment
       reporting structure.  All comparable quarterly amounts for 2003 and
       2004 are available on the Cendant website, which may be accessed at
       http://www.cendant.com/.
   (A) Excludes $87 million and $84 million of intercompany royalties paid
       primarily by our NRT real estate brokerage business during the fourth
       quarter 2005 and 2004, respectively.
   (B) We acquired the Wyndham hotel brand and franchise system on
       October 12, 2005 and the Ramada International Hotels and Resorts
       trademark on December 10, 2004.  The 2004 drivers do not include
       RevPAR and Weighted Average Rooms Available of Wyndham or Ramada
       International for the periods prior to our acquisitions. On a
       comparable basis (excluding Wyndham and Ramada International from the
       comparable 2005 amounts), RevPAR would have increased 11% and
       Weighted Average Rooms Available would have decreased 2%.
   (C) The 2005 amounts include the revenues of businesses acquired during
       or subsequent to fourth quarter 2004 and are therefore not presented
       on a comparable basis.

                                                                    Table 4
                                                               (part 2 of 2)
                    Cendant Corporation and Affiliates
                   SEGMENT REVENUE DRIVER ANALYSIS (*)
                      (Revenue dollars in thousands)

                                                      Fourth Quarter
                                                2005         2004   % Change
  TIMESHARE RESORTS SEGMENT

      Tours                                   217,480      204,905      6%
      Total Revenue                          $446,130     $388,959     15%

  VEHICLE RENTAL SEGMENT

   Car
      Rental Days (000's)                      24,460       20,899     17%
      Time and Mileage Revenue per Day         $38.80       $38.96      -
      Total Car Revenue (A)                $1,181,266   $1,004,800     18%

    Truck
      Total Truck Revenue (A)                $126,903     $126,061      1%

  TRAVEL DISTRIBUTION SERVICES SEGMENT (B)

      Transaction Volume, by Region (000's)(C)
           United States                       25,508       24,093      6%
           International                       38,914       36,571      6%
      Transaction Volume, by Channel (000's)
           Traditional Agency                  54,467       52,458      4%
           Online (C)                           9,955        8,206     21%

      Online Gross Bookings ($000's)(D)    $1,868,720   $1,588,093     18%
      Offline Gross Bookings ($000's)(D)     $385,700     $177,864    117%

      GDS and Supplier Services Revenue(E)   $353,633     $359,537     (2%)
      Owned Travel Agency Revenue (F)        $217,498      $92,126    136%

  (*) Certain of the 2004 amounts presented herein have been revised to
      conform to the presentation used in 2005, including the new segment
      reporting structure.  All comparable quarterly amounts for 2003 and
      2004 are available on the Cendant website, which may be accessed at
      http://www.cendant.com/.
  (A) For comparability purposes, 2004 revenue has been grossed-up by $70
      million to reflect a change in accounting presentation adopted during
      fourth quarter 2005 to be consistent with industry competitors.
  (B) We acquired Gullivers Travel Associates on April 1, 2005, ebookers
      plc on February 28, 2005 and Orbitz, Inc. on November 12, 2004.
      Revenue generated by these businesses prior to acquisition are not
      reflected in the revenue data presented herein and, therefore, the
      revenue data are not comparable. However, certain of the driver data
      for fourth quarter 2004 have been adjusted to include driver data for
      these newly acquired businesses so as to present comparable driver
      data.
  (C) Includes supplier link and merchant hotel transactions not booked
      through the Galileo GDS system.
  (D) The online gross bookings and offline gross bookings data for fourth
      quarter 2004 have been adjusted to include aggregate bookings of
      approximately $685 million and $85 million, respectively, by ebookers
      and Orbitz so as to present comparable driver data.  The online gross
      bookings and offline gross bookings data for Gullivers have been
      reflected in the fourth quarter 2005 driver data (approximately
      $60 million and $260 million, respectively), but not in the fourth
      quarter 2004 driver data due to the absence of available driver data
      prior to our acquisition of Gullivers.
  (E) Includes Galileo revenue of $346.2 million and $350.7 million for
      fourth quarter 2005 and 2004, respectively.
  (F) Primarily comprised of Orbitz, Cheaptickets, ebookers, Flairview and
      Gullivers.

                                                                    Table 5
                   Cendant Corporation and Subsidiaries
                  CONSOLIDATED CONDENSED BALANCE SHEETS
                              (In billions)

                                                      As of         As of
                                                  December 31,  December 31,
                                                      2005          2004
  Assets
  Current assets:
      Cash and cash equivalents                       $0.8          $0.5
      Assets of discontinued operations                 -            6.6
      Other current assets                             2.6           2.6
  Total current assets                                 3.4           9.7

  Property and equipment, net                          1.8           1.7
  Goodwill                                            12.0          11.1
  Other non-current assets                             4.5           5.4
  Total assets exclusive of assets under programs     21.7          27.9

  Assets under management programs                    12.4          14.7

  Total assets                                       $34.1         $42.6

  Liabilities and stockholders' equity
  Current liabilities:
      Current portion of long-term debt               $1.0          $0.7
      Liabilities of discontinued operations            -            5.3
      Other current liabilities                        4.7           4.2
  Total current liabilities                            5.7          10.2

  Long-term debt                                       2.9           3.6
  Other non-current liabilities                        1.6           1.6
  Total liabilities exclusive of
   liabilities under programs                         10.2          15.4

  Liabilities under management programs(*)            12.6          14.5

  Total stockholders' equity                          11.3          12.7

  Total liabilities and stockholders' equity         $34.1         $42.6

  (*) Liabilities under management programs includes deferred income tax
      liabilities of $1.7 billion and $2.2 billion as of December 31, 2005
      and December 31, 2004, respectively.

                                                                    Table 6
                   Cendant Corporation and Subsidiaries
                      SCHEDULE OF CORPORATE DEBT (*)
                              (In millions)

                                December September  June    March  December
   Maturity          Net           31,       30,     30,      31,      31,
     Date            Debt         2005      2005    2005     2005     2004

  August 2006    6-7/8% notes     $850      $850    $850     $850     $850
  August 2006    4.89% notes       100       100     100      100      100
  January 2008   6-1/4% notes      798       798     798      798      797
  March 2010     6-1/4% notes      349       349     349      349      349
  January 2013   7-3/8% notes    1,192     1,191   1,191    1,191    1,191
  March 2015     7-1/8% notes      250       250     250      250      250
  November 2009  Revolver
                  borrowings(A)    357       381     284    1,310      650
                 Commercial
                  paper
                  borrowings        -        800     975       -        -
                 Net hedging
                  gains
                  (losses)(B)      (47)      (25)     29      (29)      17
                 Other              87       120      96       89      126
            Total Debt           3,936     4,814   4,922    4,908    4,330
            Less: Cash and
             cash equivalents      835       356     623    1,341      467
            Net Debt            $3,101    $4,458  $4,299   $3,567   $3,863

            Net Capitalization
               Total
                Stockholders'
                Equity         $11,291   $11,215 $11,234  $11,195  $12,695
               Total Debt
                (per above)      3,936     4,814   4,922    4,908    4,330
               Total
                Capitalization  15,227    16,029  16,156   16,103   17,025
               Less:  Cash
                and cash
                equivalents        835       356     623    1,341      467
           Net
            Capitalization     $14,392   $15,673 $15,533  $14,762  $16,558

           Net Debt to Net
            Capitalization
            Ratio(C)              21.5%     28.4%   27.7%    24.2%    23.3%

           Total Debt to Total
            Capitalization Ratio  25.8%     30.0%   30.5%    30.5%    25.4%

  (*) Amounts presented herein exclude assets and liabilities under
      management programs.
  (A) Approximately $350 million of the outstanding borrowings at December
      31, 2005 represent borrowings to repatriate foreign earnings under the
      American Jobs Creation Act of 2004.
  (B) As of December 31, 2005, this balance represents $153 million of mark-
      to-market adjustments on current interest rate hedges, partially
      offset by $106 million of net gains resulting from the termination of
      interest rate hedges, which will be amortized by the Company to reduce
      future interest expense.
  (C) See Table 9 for a description of this ratio.

                                                                    Table 7
                   Cendant Corporation and Subsidiaries
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              (In millions)

                                          Three Months      Twelve Months
                                              Ended             Ended
                                           December 31,      December 31,
                                          2005     2004      2005     2004
  Operating Activities
  Net cash provided by operating
   activities exclusive of management
   programs                                $561     $449    $2,445   $2,234
  Net cash provided by operating
   activities of management programs        212      393       869    1,379
  Net Cash Provided by
   Operating Activities                     773      842     3,314    3,613

  Investing Activities
  Property and equipment additions         (237)    (148)     (540)    (428)
  Net assets acquired, net of
   cash acquired, and
   acquisition-related payments            (300)  (1,308)   (2,094)  (1,710)
  Proceeds received on asset sales           11        7        54       36
  Proceeds from disposition of
   businesses, net of transaction-
   related payments                       1,667       11     2,636      832
  Other, net                                (30)      93        71      211
  Net cash provided by (used in)
   investing activities exclusive of
   management programs                    1,111   (1,345)      127   (1,059)

  Management programs:
    Net change in program cash               (7)    (262)      (72)    (254)
    Net change in investment in vehicles    (76)     (90)   (2,396)  (1,491)
    Net change in relocation receivables     15       46      (142)     (16)
    Net change in mortgage servicing
     rights, related derivatives and
     mortgage-backed securities              -       (87)       21     (356)
    Other, net                               -        (5)      (21)      49
                                            (68)    (398)   (2,610)  (2,068)

  Net Cash provided by (used in)
   Investing Activities                   1,043   (1,743)   (2,483)  (3,127)

  Financing Activities
  Proceeds from borrowings                  306       26       471       51
  Principal payments on borrowings          (75)    (810)     (231)  (2,146)
  Net change in short-term borrowings    (1,100)     650      (639)     650
  Issuances of common stock                  61       83       289    1,430
  Repurchases of common stock              (331)    (170)   (1,349)  (1,323)
  Payments of dividends                    (114)     (96)     (423)    (333)
  Cash reduction due to spin-off of PHH      -        -       (259)      -
  Other, net                                  1       (6)        9      (29)
  Net cash used in financing activities
   exclusive of management programs      (1,252)    (323)   (2,132)  (1,700)

  Management programs:
    Proceeds from borrowings              3,386    3,305    13,013   12,506
    Principal payments on borrowings     (3,376)  (3,329)  (11,302) (12,127)
    Net change in short-term borrowings     (47)      (6)       51       44
    Other, net                               (1)      (1)      (23)     (20)
                                            (38)     (31)    1,739      403

  Net Cash Used in Financing Activities  (1,290)    (354)     (393)  (1,297)

  Effect of changes in exchange rates
   on cash and cash equivalents              (7)       9       (51)      13
  Cash provided by (used in)
   discontinued operations                  (40)     158       (19)     519
  Net increase (decrease) in cash and
   cash equivalents                         479   (1,088)      368     (279)
  Cash and cash equivalents,
   beginning of period                      356    1,555       467      746
  Cash and cash equivalents,
   end of period                           $835     $467      $835     $467

                                                                    Table 8
                   Cendant Corporation and Subsidiaries
              CONSOLIDATED SCHEDULES OF FREE CASH FLOWS (*)
                              (In millions)

                                          Three Months      Twelve Months
                                              Ended             Ended
                                           December 31,      December 31,
                                          2005      2004     2005     2004

  Pretax income (loss)                   $(119)     $382   $1,346   $2,047
  Addback of non-cash depreciation
   and amortization:
       Non-program related                 136       141      547      483
       Pendings and listings                11         3       23       16
  Addback of non-cash impairment of
   intangible assets                       425        -       425       -
  Addback of non-cash valuation charge
   associated with PHH spin-off             -         -       180       -
  Tax payments, net of refunds            (102)      (48)    (250)    (164)
  Working capital and other                225       (36)     297      (55)
  Capital expenditures                    (237)     (148)    (540)    (428)
  Management programs (A)                  106       (36)      (2)    (286)
  Free Cash Flow                           445       258    2,026    1,613

  Current period acquisitions, net of
   cash acquired                          (277)   (1,264)  (1,947)  (1,592)
  Payments related to prior period
   acquisitions                            (23)      (44)    (147)    (118)
  Proceeds from disposition of
   businesses, net                       1,667        11    2,636      832
  Issuance of common stock in
   connection with the Upper DECS           -         -        -       863
  Net repurchases of common stock         (270)      (87)  (1,060)    (756)
  Payment of dividends                    (114)      (96)    (423)    (333)
  Investments and other (B)                (80)      268      (59)     657
  Cash reduction due to spin-off of PHH     -          -     (259)      -
  Net debt repayments                     (869)     (134)    (399)  (1,445)
  Net increase (decrease) in cash and
   cash equivalents (per Table 7)         $479   $(1,088)    $368    $(279)

  (*) See Table 9 for a description of Free Cash Flow.
  (A) Cash flows related to management programs may fluctuate significantly
      from period to period due to the timing of the underlying
      transactions.  For the three months ended December 31, 2005 and 2004,
      the net cash flows from the activities of management programs are
      reflected on Table 7 as follows: (i) net cash provided by operating
      activities of $212 million and $393 million, respectively, (ii) net
      cash used in investing activities of $68 million and $398 million,
      respectively, and (iii) net cash used in financing activities of
      $38 million and $31 million, respectively.  For the twelve months
      ended December 31, 2005 and 2004, the net cash flows from the
      activities of management programs are reflected on Table 7 as follows:
      (i) net cash provided by operating activities of $869 million and
      $1,379 million, respectively, (ii) net cash used in investing
      activities of $2,610 million and $2,068 million, respectively, and
       (iii) net cash provided by financing activities of $1,739 million and
      $403 million, respectively.
  (B) Represents net cash provided by discontinued operations, the effects
      of exchange rates on cash and cash equivalents, other investing and
      financing activities and the change in restricted cash.

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

                              (In millions)

                                            Three Months      Twelve Months
                                               Ended              Ended
                                            December 31,       December 31,
                                           2005     2004      2005     2004

  Free Cash Flow (per above)               $445     $258    $2,026   $1,613
  Cash (inflows) outflows included
   in Free Cash Flow but not
   reflected in Net Cash Provided
   by Operating Activities:
     Investing activities of
      management programs                    68      398     2,610    2,068
     Financing activities of
      management programs                    38       31    (1,739)    (403)
     Capital expenditures                   237      148       540      428
     Proceeds received on asset sales       (11)      (7)      (54)     (36)
     Change in restricted cash               (4)      14       (69)     (57)
  Net Cash Provided by
   Operating Activities (per Table 7)      $773     $842    $3,314   $3,613

                                                                    Table 9
                                                               (part 1 of 2)
                   Cendant Corporation and Subsidiaries
                     Definitions of Non-GAAP Measures

The accompanying press release includes certain non-GAAP (generally accepted accounting principles) financial measures as defined under SEC rules. As required by SEC rules, we have provided below the reasons we present these non-GAAP financial measures and a description of what they represent.

  EBITDA                Represents income from continuing operations before
                        non-program related depreciation and amortization,
                        non-program related interest, amortization of
                        pendings and listings, income taxes and minority
                        interest.   We believe that EBITDA is useful as a
                        supplemental measure in evaluating the aggregate
                        performance of our operating businesses.  EBITDA is
                        the measure that is used by our management,
                        including our chief operating decision maker, to
                        perform such evaluation, and it is a factor in
                        measuring performance in our incentive compensation
                        plans.  It is also a component of our financial
                        covenant calculations under our credit facilities,
                        subject to certain adjustments.  EBITDA should not
                        be considered in isolation or as a substitute for
                        net income or other income statement data prepared
                        in accordance with GAAP and our presentation of
                        EBITDA may not be comparable to similarly titled
                        measures used by other companies.

  Net Debt to Net       Represents (i) net corporate debt (which reflects
  Capitalization Ratio  total corporate debt adjusted to assume the
                        application of available cash to reduce outstanding
                        indebtedness) divided by (ii) net capitalization
                        (which reflects total capitalization also adjusted
                        for the application of available cash).  We believe
                        that this ratio is useful in measuring the Company's
                        leverage and indicating the strength of its
                        financial condition.  We also believe that adjusting
                        corporate debt to assume the application of
                        available cash to reduce outstanding indebtedeness
                        eliminates the effect of timing differences relating
                        to the use of debt proceeds.  A reconciliation of
                        the "Net Debt to Net Capitalization Ratio" to the
                        appropriate measure recognized under GAAP (Total
                        Debt to Total Capitalization Ratio) is presented in
                        Table 6, which accompanies this press release.

  Free Cash Flow        Represents Net Cash Provided by Operating Activities
                        adjusted to include the cash inflows and outflows
                        relating to (i) capital expenditures, (ii) the
                        investing and financing activities of our management
                        programs, and (iii) asset sales.  We believe that
                        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, and our presentation of Free Cash Flow
                        may not be comparable to similarly titled measures
                        used by other companies.  A reconciliation of Free
                        Cash Flow to the appropriate measure recognized
                        under GAAP (Net Cash Provided by Operating
                        Activities) is presented in Table 8, which
                        accompanies this press release.

  Organic Growth        Represents the results of our reportable operating
                        segments excluding the impact of acquisitions and
                        dispositions.  We believe that Organic Growth is
                        useful to management and the Company's investors in
                        evaluating the operating performance of its
                        reportable segments on a comparable basis.  The
                        reconciliations of Organic revenue and EBITDA growth
                        to the comparable measures recognized under GAAP are
                        presented in Table 3, which accompanies this press
                        release.

                                                                    Table 9
                                                               (part 2 of 2)
                   Cendant Corporation and Subsidiaries
                     Definitions of Non-GAAP Measures

  2005 EPS from        Represents our EPS from Continuing Operations
  Continuing           adjusted to give effect to items that were not
  Operations as        included in the latest guidance we issued on
  Adjusted for         December 13, 2005.  We believe that by providing the
  Specified Items      calculation of EPS from Continuing Operations both
                       including and excluding these items, we are providing
                       greater transparency into the results of operations
                       of our core operating segments.  EPS from Continuing
                       Operations As Adjusted for Specified Items should not
                       be considered in isolation or as a substitute for EPS
                       from Continuing Operations prepared in accordance
                       with generally accepted accounting principles.   A
                       reconciliation of EPS from Continuing Operations As
                       Adjusted for Specified Items to the most comparable
                       measure (EPS from Continuing Operations) recognized
                       under generally accepted accounting principles is
                       presented within the body of the accompanying press
                       release.

  First Quarter 2006   Represents our estimates of first quarter 2006 EBITDA
  EBITDA before        excluding costs that will be incurred in connection
  Separation Costs     with our plan to separate Cendant into four
                       independent publicly-traded companies.  Management
                       believes the most directly comparable GAAP measure
                       for EBITDA before Separation Costs would be Net
                       Income.  We exclude separation costs due to the
                       difficulty in forecasting and quantifying an
                       estimated amount for such costs as a result of the
                       uncertainity related to the timing and impact of the
                       planned separation.  Therefore, we are not providing
                       an estimate for Net Income.

  First Quarter 2006   Represents our estimate of first quarter 2006 EPS
  EPS from Continuing  from Continuing Operations excluding costs that will
  Operations before    be incurred in connection with our plan to separate
  Separation Costs     Cendant into four independent publicly-traded
                       companies.  Management believes the most directly
                       comparable GAAP measure for EPS from Continuing
                       Operations before Separation Costs would be EPS from
                       Continuing Operations.  We exclude separation costs
                       due to the difficulty in forecasting and quantifying
                       an estimated amount for such costs as a result of the
                       uncertainity related to the timing and impact of the
                       planned separation.  Therefore, we are not providing
                       an estimate for EPS from Continuing Operations.

  2006 EBITDA Growth   Represents our estimate of 2006 EBITDA growth over
                       2005 (full year) excluding costs that will be
                       incurred in connection with our plan to separate
                       Cendant into four independent publicly-traded
                       companies, as well as the $425 million impairment
                       charge recorded during fourth quarter 2005 by our
                       Travel Distribution Services segment.  We exclude
                       separation costs due to the difficulty in forecasting
                       and quantifying an estimated amount for such costs as
                       a result of the uncertainty related to the timing and
                       impact of the planned separation. We exclude the
                       $425 million impairment charge because we believe we
                       are enhancing an investor's ability to analyze our
                       financial results on a comparable basis, thereby
                       providing greater transparency into the results of
                       operations of our core operating segments.
                       Management believes the most directly comparable GAAP
                       measure for EBITDA would be Net Income.  However, due
                       to the difficulty in forecasting and quantifying an
                       estimated amount for separation costs as a result of
                       the uncertainity related to the timing and impact of
                       the planned separation, we are not providing an
                       estimate for Net Income.