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Cendant Reports Results for Third Quarter 2005

               3Q 2005 EPS from Continuing Operations Was $0.44

 3Q 2005 Revenue Increased 12% to $5.0 Billion versus $4.5 Billion in 3Q 2004

      3Q 2005 Net Cash Provided by Operating Activities Was $937 Million

             3Q 2005 Free Cash Flow Increased 23% to $665 Million
                        Versus $540 million in 3Q 2004

   Company Reassesses Impact of Recent Trends and Events on Future Results

    NEW YORK, Oct. 24 /PRNewswire-FirstCall/ -- Cendant Corporation (NYSE: CD)
today reported results for third quarter 2005.  Revenue totaled $5.0 billion,
an increase of 12% over third quarter 2004, reflecting growth in the Company's
core real estate and travel services businesses.  EPS from Continuing
Operations was $0.44 and Net Income was $514 million, versus $593 million in
third quarter 2004.  Disruptions in the global travel environment, primarily
as a consequence of the hurricanes in the Gulf Coast, are estimated to have
negatively impacted EPS by approximately $0.03.

    Third 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)

                    2005      2004    % change
    Revenue        $2,068   $1,856       11%
    EBITDA         $409     $  379        8%

    Revenue and EBITDA increased due to growth in all of our real estate
services businesses.  Revenue growth at real estate franchise and NRT was
driven principally by home price increases and tuck-in acquisitions at NRT.
Home prices increased 15% at real estate franchise and 16% at NRT.  Revenue
generated by Cendant Mobility increased 9%, driven by higher fixed fee
revenues and an overall increase in transaction fees, and revenue generated by
Cendant Settlement Services Group increased 9%, due to growth in title and
closing volumes.

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

                   2005    2004    % change
    Revenue        $404    $365        11%
    EBITDA         $144    $131        10%

    Revenue and EBITDA increased due to growth in all of our hospitality
services businesses.  Revenue from our lodging business grew 12%, including a
7% increase in revenue per available room on an organic basis, the addition of
Ramada International and continuing growth in our TripRewards loyalty program.
Revenue from RCI, our timeshare exchange business, increased 3%, driven by a
5% increase in subscribers.  Revenue from our vacation rental business
increased 21%, due primarily to the acquisition of Canvas Holidays Limited in
October 2004 as well as organic growth in our remaining vacation rental
businesses of 9%.

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

                   2005    2004    % change
    Revenue        $484    $424        14%
    EBITDA         $ 80    $80         --

    Revenue increased due to 10% growth in tour volume and a 6% increase in
revenue per guest.  Tour flow and revenue per guest were enhanced by our
expansion in premium destinations including Hawaii, Las Vegas and Orlando and
the opening of new sales offices.  In addition, revenue and EBITDA were
positively impacted by increased consumer financing income.  EBITDA remained
unchanged, year-over-year, due to $14 million of expenses resulting from the
hurricanes in the Gulf Coast, which primarily include a provision for
timeshare contract receivable losses and estimated costs to repair timeshare
properties, some of which we expect will ultimately be recovered through
insurance claims.

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

                    2005       2004    % change
    Revenue        $1,433     $1,243       15%
    EBITDA         $ 183      $  179        2%

    Revenue increased due to growth in our domestic and international car
rental operations as well as our truck rental business.  Car rental revenue
grew 17% worldwide due to a 17% increase in rental day volume.  EBITDA was
negatively impacted by $10 million of expenses reflecting the effects of the
hurricanes in the Gulf Coast, which primarily include the impairment of rental
car assets, most of which we expect will ultimately be recovered through
insurance claims.  EBITDA was also negatively impacted by higher vehicle
depreciation and other volume-related costs resulting from 14% growth in our
rental fleet to support increased demand, the absence of significant
incentives from car manufacturers available in third quarter 2004 and
increased fleet costs for model year 2006 vehicles.  We initiated price
increases in the second and third quarters of 2005 in order to attempt to
partially offset the increased fleet costs as model year 2006 vehicles cycle
into our inventory.  To date, these price increases generally appear to be
succeeding and we anticipate positive year-over-year pricing comparisons
beginning in fourth quarter 2005, which should partially offset increased
fleet costs.

    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       $646    $437        48%
    EBITDA        $160    $123        30%

    Revenue and EBITDA increased primarily due to growth in our online travel
agency and other consumer travel businesses.  The acquisitions of Orbitz,
Gullivers and ebookers contributed $215 million of revenue and $46 million of
EBITDA, despite costs incurred to integrate these businesses.  The revenue and
EBITDA contribution from acquisitions was partially offset by $14 million and
$3 million, respectively, due to the transfer of our membership travel
business to the discontinued Marketing Services division effective January 1,
2005.  The integration of Orbitz is substantially complete and the
integrations of ebookers and Gullivers remain on track for completion during
2006.  Apart from these transactions, gross bookings at our online travel
agencies increased 15% and these businesses also achieved higher margins.
Revenue from GDS and Supplier Services grew 1%, driven primarily by a 5%
increase in global GDS segments and increased hosting services and other
revenue, which was partially offset by a decline in domestic air yield and
subscriber fees.

    Recent Achievements and Strategic Initiatives
    During the third 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 $937 million and
       Free Cash Flow of $665 million.  Year-to-date, the Company generated
       Net Cash Provided by Operating Activities of approximately $2.5 billion
       and Free Cash Flow of approximately $1.6 billion.  For the full year
       2005, the Company's projection remains unchanged at more than
       $3 billion of Net Cash Provided by Operating Activities and $1.8 to
       $2.0 billion of Free Cash Flow.

    -- Utilized $558 million of cash for the repurchase of common stock
       ($521 million net of proceeds from option exercises).  Year-to-date,
       the Company utilized $1.0 billion of cash for the repurchase of common
       stock ($790 million net of proceeds from option exercises).  Fully
       diluted shares decreased by approximately 15 million from the second
       quarter 2005 amount.

    -- Utilized $117 million of cash to pay its quarterly dividend of $0.11
       per share.  Year-to-date, the Company utilized $309 million of cash to
       pay quarterly dividends.

    In addition, the Company has:

    -- Completed the sale of its Marketing Services division for approximately
       $1.8 billion in total consideration, of which approximately
       $1.7 billion was in cash, net of estimated closing adjustments, and the
       balance was in preferred stock and warrants.  The transaction is
       expected to result in a pretax gain in excess of $1.0 billion.

    -- Acquired the Wyndham hotel brand and franchise system, relating to more
       than 100 upscale, full-service lodging properties in major U.S.,
       Mexican and Caribbean markets, for approximately $100 million in cash.
       The acquisition includes franchise agreements for 82 hotels and
       management contracts for 27 hotels, as well as the worldwide rights to
       the Wyndham brand for hotel and timeshare development.

    Other Items

    -- Corporate and Other -- As previously disclosed, third quarter 2004
       EBITDA includes a $12 million credit related to the termination of a
       lease, which did not recur in 2005.

    -- Depreciation and Amortization -- Third quarter 2005 results include
       $18 million of incremental depreciation and amortization related to the
       Orbitz, Gullivers and ebookers acquisitions.

    -- Interest Expense -- As previously disclosed, third quarter 2004
       interest expense includes interest income of $26 million related to a
       federal tax refund, which did not recur in third quarter 2005.

    -- 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.

    Outlook
    Based upon current trends in the Company's consumer-oriented travel
businesses, EBITDA from core operating segments (excluding restructuring
charges) is expected to increase approximately 14%, year-over-year, in fourth
quarter 2005, as compared with our previous projected growth of approximately
25%.
    President and Chief Financial Officer Ronald L. Nelson commented, "Several
of our leisure travel units began to show signs of slowing growth during the
third quarter.  Although some of what we experienced can be directly
attributed to the impact of terrorism, devastating hurricanes and higher
gasoline prices, we also began to feel the impact of, among other things, the
slowdown in the rate of growth currently affecting all online travel
businesses, as well as the ongoing channel shift to supplier sites, demand
weakness in certain key markets in the global distribution business, and
continued economic weakness in Europe.
    "In addition, we combined our timeshare exchange business, RCI, and our
Vacation Rental Group to create the new Vacation Network Group.  This
combination is expected to save the Company approximately $9 million annually,
as well as broaden the marketing capability of our European travel business,
but will result in severance and facility closing costs of approximately $0.01
per share in fourth quarter 2005."
    As a result of this restructuring and the slower growth noted above, the
Company reduced its projection for fourth quarter 2005 EPS by $0.03 - $0.04,
to a range of $0.23 - $0.26.  This projection does not include any potential
charges associated with the contemplated separation of the Company into four
separately traded public companies announced this morning.
    Mr. Nelson continued, "The effect of these items on 2006 is not yet clear.
However, based upon the current trends noted above, together with increased
fleet costs and higher interest cost in the rental car business, we
preliminarily project revenue to grow by approximately 10% and EBITDA from
core operating segments to grow by 11% - 13% in 2006 versus 2005, down from
our previous estimate of 11% revenue growth and 19% EBITDA growth."
    The Company will not be providing specific EPS guidance for Cendant for
2006, as it is no longer relevant due to the contemplated separation of the
Company into four separately traded public companies announced this morning.
The Company expects to provide guidance for each of the proposed new companies
at its 2006 Investor Day, currently planned for February 2, 2006.  The Company
updated its EPS projections for the remainder of 2005 as follows:

                                                   Fourth               Full
                                                  Quarter               Year
    2005 EPS from Continuing Operations
     before Transaction Related Charges(a)  $0.23 - $0.26      $1.28 - $1.31
    2005 Transaction Related Charges(b)                --             ($0.20)
    2005 EPS from Continuing
     Operations(a)(b)                       $0.23 - $0.26      $1.08 - $1.11

    (a) Includes a $0.01 per share charge in connection with combining the
        management and operations of our vacation rental business in Europe
        with our timeshare exchange business to create the newly formed
        Vacation Network Group.  Excludes any potential charges associated
        with the contemplated separation of the Company into four separately
        traded public companies announced this morning.

    (b) Includes a non-cash impairment charge of $0.17 per share in connection
        with the spin-off of PHH and a $0.03 per share charge related to
        restructuring activities and other transaction related costs, both of
        which were recorded in first quarter 2005.


    The Company updated its financial projections for full year 2005 as
follows:

    (in millions)                             Full Year 2004   Full Year 2005
                                                   Actual      Projected (a)
    Revenue
    Real Estate Services                            $6,552   $7,200 -  7,300
    Hospitality Services                             1,340    1,500 -  1,550
    Timeshare Resorts                                1,544    1,675 -  1,725
    Vehicle Rental                                   4,424    4,900 -  5,000
        Total Travel Content                        $7,308   $8,075 -  8,275
    Travel Distribution Services                     1,788    2,400 -  2,500
        Total Travel                                $9,096  $10,475 - 10,775
    Total Core Operating Segments                  $15,648  $17,800 - 17,950
        Mortgage Services (b)                          700                46
        Corporate and Other                             56        4 -     54
    Total Company                                  $16,404  $17,850 - 18,050

    EBITDA (c)
    Real Estate Services                            $1,131   $1,200 -  1,225
    Hospitality Services                               460      455 -    475
    Timeshare Resorts                                  254      260 -    280
    Vehicle Rental                                     467      440 -    465
        Total Travel Content                        $1,181   $1,155 -  1,220
    Travel Distribution Services                       466      570 -    595
        Total Travel                                $1,647   $1,725 -  1,815
    Total Core Operating Segments                   $2,778   $2,955 -  2,975
        Mortgage Services (b) (d)                       97              (181)
        Corporate and Other                            (66)    (195 -    180)
    Depreciation and amortization (e)                  (483)   (545 -    540)
    Amortization of pendings/listings                   (16)   (30  -     25)
    Interest expense, net (e) (f)                      (263)   (185 -    175)
    Pretax income (c) (d)                            $2,047  $1,819 -  1,874
    Provision for income taxes                         (674)   (670 -    690)
    Minority interest                                    (8)              (4)
    Income from continuing operations (c) (d)        $1,365  $1,145 -  1,180
    Diluted weighted average shares outstanding       1,064   1,065 -  1,060

    (a) 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.

    (b) Reflects the results of the Company's former mortgage unit for the
        full year in 2004 but only for the month of January in 2005, due to
        the spin-off of PHH Corporation on January 31, 2005.

    (c) 2005 includes approximately $53 million of pretax charges related to
        restructuring activities and other transaction related costs,
        approximately $52 million of which was recorded in the nine months
        ended September 30, 2005.

    (d) 2005 includes the previously disclosed non-cash impairment charge
        recorded in connection with the spin-off of PHH of $180 million ($0.17
        per share).

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

    (f) 2005 interest expense includes the reversal of $73 million of accrued
        interest in the first quarter related to a litigation settlement.

    Investor Conference Call
    Cendant will host a conference call to discuss the third quarter results
on Tuesday, October 25, 2005, at 11:00 a.m. (ET).  Investors may access the
call live at http://www.cendant.com or by dialing (913) 981-5542.  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 October 25, 2005
until midnight (ET) on November 1, 2005 at (719) 457-0820, access code:
1047115.

    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 June 30, 2005, including under headings
such as "Forward-Looking Statements" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations".  Except for the Company's
ongoing obligations to disclose material information under the federal
securities laws, the Company undertakes no obligation to release publicly any
revisions to any forward-looking statements, to report events or to report the
occurrence of unanticipated events unless required by law.
    This 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.  This press release also
includes management's estimate of EBITDA growth from core operating segments
for the year ended December 31, 2006. Management believes the most directly
comparable GAAP measure would be "Net income."   Due to the difficulty in
forecasting and quantifying the amounts that would be required to be included
in this comparable GAAP measure, the Company is not providing an estimate of
2006 Net Income at this time.


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

                                                  Third Quarter
                                                2005         2004     % Change

    Income Statement Items
       Net Revenues                            $5,046       $4,505        12%
       Pretax Income (A)                          720          736        (2%)
       Income from Continuing Operations          468          497        (6%)
       EPS from Continuing Operations (diluted)  0.44         0.47        (6%)

    Cash Flow Items
       Net Cash Provided by Operating
        Activities                               $937       $1,919
       Free Cash Flow (B)                         665          540
       Payments Made for Current Period
        Acquisitions, Net of Cash Acquired       (166)         (53)
       Net Debt Repayments                        (63)        (214)
       Issuance of Common Stock in
        Connection with the Upper DECS             --          863
       Net Repurchases of Common Stock           (521)        (103)
       Payment of Dividends                      (117)         (93)

                                              As of        As of
                                           September 30, December 31,
                                                2005         2004
    Balance Sheet Items
       Total Corporate Debt                    $4,814       $4,330
       Cash and Cash Equivalents                  356          467
       Total Stockholders' Equity              11,230       12,695

    Segment Results
                                                   Third Quarter
                                                 2005         2004  % Change
    Net Revenues
    Real Estate Services                       $2,068       $1,856        11%

    Hospitality Services                          404          365        11%
    Timeshare Resorts                             484          424        14%
    Vehicle Rental                              1,433        1,243        15%
        Total Travel Content                    2,321        2,032        14%

    Travel Distribution Services                  646          437        48%
        Total Travel                            2,967        2,469        20%

        Total Core Operating Segments           5,035        4,325        16%
    Mortgage Services                              --          175         *
    Corporate and Other                            11            5         *
        Total Company                          $5,046       $4,505        12%

    EBITDA (C)
    Real Estate Services                         $409         $379         8%

    Hospitality Services                          144          131        10%
    Timeshare Resorts                              80           80        --
    Vehicle Rental                                183          179         2%
        Total Travel Content                      407          390         4%

    Travel Distribution Services                  160          123        30%
        Total Travel                              567          513        11%

        Total Core Operating Segments             976          892         9%
    Mortgage Services                              --           29         *
    Corporate and Other                           (50)         (30)        *
        Total Company                            $926         $891         4%

    Reconciliation of EBITDA to Pretax Income
    Total Company EBITDA                         $926         $891
    Less: Non-program related depreciation
           and amortization                       134          118
          Non-program related interest
           expense, net                            66           32
          Amortization of pendings and listings     6            5
    Pretax Income (A)                            $720         $736        (2%)

     *  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) See Table 9 for a description of EBITDA.


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

                                               Nine Months Ended
                                                  September 30,
                                                2005         2004     % Change

    Income Statement Items
       Net Revenues                           $13,658      $12,449       10%
       Pretax Income (A)                        1,487        1,664      (11%)
       Income from Continuing Operations          922        1,116      (17%)
       EPS from Continuing Operations (diluted)  0.86         1.05      (18%)

    Cash Flow Items
       Net Cash Provided by Operating
        Activities                             $2,541       $2,771
       Free Cash Flow (B)                       1,581        1,355
       Payments Made for Current Period
        Acquisitions, Net of Cash Acquired     (1,670)        (328)
       Net Debt Borrowings (Repayments)           470       (1,311)
       Issuance of Common Stock in
        Connection with the Upper DECS             --          863
       Net Repurchases of Common Stock           (790)        (669)
       Payment of Dividends                      (309)        (237)


                                              As of        As of
                                           September 30, December 31,
                                               2005         2004
    Balance Sheet Items
       Total Corporate Debt                    $4,814       $4,330
       Cash and Cash Equivalents                  356          467
       Total Stockholders' Equity              11,230       12,695


    Segment Results
                                                Nine Months Ended
                                                   September 30,
                                                 2005         2004  % Change
    Net Revenues
    Real Estate Services                       $5,520       $4,980       11%

    Hospitality Services                        1,166        1,017       15%
    Timeshare Resorts                           1,288        1,155       12%
    Vehicle Rental                              3,745        3,363       11%
        Total Travel Content                    6,199        5,535       12%

    Travel Distribution Services                1,858        1,337       39%
        Total Travel                            8,057        6,872       17%

        Total Core Operating Segments          13,577       11,852       15%
    Mortgage Services                              46          545        *
    Corporate and Other                            35           52        *
        Total Company                         $13,658      $12,449       10%

    EBITDA (C)
    Real Estate Services                         $963         $894        8%

    Hospitality Services                          369          378       (2%)
    Timeshare Resorts                             192          180        7%
    Vehicle Rental                                377          387       (3%)
        Total Travel Content                      938          945       (1%)

    Travel Distribution Services                  432          364       19%
        Total Travel                            1,370        1,309        5%

        Total Core Operating Segments           2,333        2,203        6%
    Mortgage Services (D)                        (181)          88        *
    Corporate and Other                          (124)         (75)       *
        Total Company                          $2,028       $2,216       (8%)

    Reconciliation of EBITDA to Pretax Income
    Total Company EBITDA                       $2,028       $2,216
    Less: Non-program related depreciation
           and amortization                       411          341
          Non-program related interest
           expense, net                           118          180
          Early extinguishment of debt             --           18
          Amortization of pendings and listings    12           13
    Pretax Income (A)                          $1,487       $1,664      (11%)

     *  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) See Table 9 for a description of EBITDA.
    (D) 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 Ended Nine Months Ended
                                             September 30,     September 30,
                                             2005     2004     2005     2004
    Revenues
       Service fees and membership, net     $3,606   $3,255   $9,864   $9,018
       Vehicle-related                       1,433    1,243    3,745    3,363
       Other                                     7        7       49       68
    Net revenues                             5,046    4,505   13,658   12,449

    Expenses
       Operating                             2,868    2,604    7,853    7,233
       Vehicle depreciation, lease charges
        and interest, net                      428      342    1,126      935
       Marketing and reservation               446      383    1,325    1,119
       General and administrative              369      294    1,065      950
       Non-program related depreciation
        and amortization                       134      118      411      341
       Non-program related interest, net:
       Interest expense, net                    66       32      118      180
       Early extinguishment of debt             --       --       --       18
       Acquisition and integration related
        costs:
           Amortization of pendings and
            listings                             6        5       12       13
           Other                                 8       (9)      29       (4)
       Restructuring and transaction-
        related charges                          1       --       52       --
       Valuation charge associated with
        PHH spin-off                            --       --      180       --
    Total expenses                           4,326    3,769   12,171   10,785

    Income before income taxes and
     minority interest                         720      736    1,487    1,664
    Provision for income taxes                 251      238      562      541
    Minority interest, net of tax                1        1        3        7
    Income from continuing operations          468      497      922    1,116
    Income from discontinued operations,
     net of tax (*)                             43       96       28      411
    Gain (loss) on disposal of
     discontinued operations, net of tax:
       PHH valuation and transaction-
        related charges                         --       --     (312)      --
       Gain on disposal                          3       --      181      198
    Net income                                $514     $593     $819   $1,725

    Earnings per share
       Basic
         Income from continuing operations   $0.45    $0.48    $0.88    $1.09
         Income from discontinued
          operations                          0.05     0.09     0.03     0.40
         Gain (loss) on disposal of
          discontinued operations               --       --    (0.13)    0.20
         Net income                          $0.50    $0.57    $0.78    $1.69

       Diluted
         Income from continuing operations   $0.44    $0.47    $0.86    $1.05
         Income from discontinued
          operations                          0.05     0.09     0.03     0.39
         Gain (loss) on disposal of
          discontinued operations               --       --    (0.12)    0.19
         Net income                          $0.49    $0.56    $0.77    $1.63

    Weighted average shares outstanding
       Basic                                 1,037    1,036    1,047    1,024
       Diluted                               1,057    1,064    1,069    1,059

    (*) Includes the results of operations of (i) the Company's Marketing
        Services division, which was sold on October 17, 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).



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

                                                        REVENUES
                                                      Third Quarter
                                                 2005         2004         %*
    Real Estate Services (A)                   $2,005       $1,851         8%

    Hospitality Services (B)                      389          365         7%
    Timeshare Resorts (C)                         482          424        14%
    Vehicle Rental                              1,433        1,243        15%
        Total Travel Content                    2,304        2,032        13%

    Travel Distribution Services (D)              431          423         2%
        Total Travel                            2,735        2,455        11%

        Total Core Operating Segments          $4,740       $4,306        10%


                                                        EBITDA
                                                     Third Quarter
                                                 2005         2004         %*
    Real Estate Services (A)                     $401         $375         7%

    Hospitality Services (B)                      139          131         6%
    Timeshare Resorts (C)                          79           80         --
    Vehicle Rental                                183          179         2%
        Total Travel Content                      401          390         3%

    Travel Distribution Services (D)              114          120        (5%)
        Total Travel                              515          510         1%

        Total Core Operating Segments            $916         $885         4%

    Reconciliation of Organic EBITDA to
     Pretax Income
    Pretax Income (E)                            $720         $736
    Add: Non-program related depreciation
          and amortization                        134          118
         Non-program related interest
          expense, net                             66           32
         Amortization of pendings and
          listings                                  6            5
    Total Company EBITDA                          926          891
    Less: Mortgage Services                        --           29
          Corporate and Other                     (50)         (30)
    EBITDA for Total Core Operating Segments      976          892
    Adjustments to arrive at Organic
     EBITDA for Total Core Operating Segments     (60)          (7)
    Organic EBITDA for Total Core
     Operating Segments (per above)              $916         $885


     *  Amounts may not calculate due to rounding in millions.
    (A) Includes a reduction to revenue and EBITDA growth of $58 million and
        $4 million, respectively, primarily related to the acquisitions of
        significant real estate brokerage businesses during or subsequent to
        third quarter 2004.
    (B) Includes a reduction to revenue and EBITDA growth of $15 million and
        $5 million, respectively, primarily related to the acquisitions of
        Canvas Holidays Limited in October 2004 and Ramada International, Inc.
        in December 2004.
    (C) Includes a reduction to revenue and EBITDA growth of $2 million and
        $1 million, respectively, related to the acquisition of a timeshare
        resort property in August 2005.
    (D) Includes a reduction to revenue and EBITDA growth of $201 million and
        $43 million, respectively, primarily related 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.
    (E) See Table 2 for a reconciliation of Pretax Income to Net Income.


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

                                                 REVENUES
                                     Nine Months Ended September 30,
                                             2005     2004     %*
    Real Estate Services (B)               $5,335   $4,959    8%

    Hospitality Services (C)                1,085    1,017    7%
    Timeshare Resorts (D)                   1,286    1,149   12%
    Vehicle Rental                          3,745    3,363   11%
        Total Travel Content                6,116    5,529   11%

    Travel Distribution Services (E)        1,327    1,292    3%
        Total Travel                        7,443    6,821    9%

        Total Core Operating Segments     $12,778  $11,780    8%


                                                           EBITDA Excluding
                                          EBITDA        Restructuring Charges
                                    Nine Months Ended     Nine Months Ended
                                      September 30,         September 30,
                                     2005    2004    %*   2005(A)  2004    %*
    Real Estate Services (B)         $938    $874    7%    $944    $874    8%

    Hospitality Services (C)          366     378   (3%)    371     378   (2%)
    Timeshare Resorts (D)             192     175   10%     193     175   10%
    Vehicle Rental                    377     387   (3%)    385     387   (1%)
        Total Travel Content          935     940   (1%)    949     940    1%

    Travel Distribution Services(E)   351     358   (2%)    362     358    1%
        Total Travel                1,286   1,298   (1%)  1,311   1,298    1%

        Total Core Operating
         Segments                  $2,224  $2,172    2%  $2,255  $2,172    4%

    Reconciliation of Organic
     EBITDA to Pretax Income
     Pretax Income (F)             $1,487  $1,664        $1,487  $1,664
    Add: Non-program related
          depreciation and
          amortization                411     341           411     341
         Non-program related
          interest expense, net       118     180           118     180
         Early extinguishment
          of debt                      --      18            --      18
         Amortization of pendings
          and listings                 12      13            12      13
    Total Company EBITDA            2,028   2,216         2,028   2,216
    Less: Mortgage Services          (181)     88          (181)     88
          Corporate and Other        (124)    (75)         (124)    (75)
    EBITDA for Total Core
     Operating Segments             2,333   2,203         2,333   2,203
    Adjustments to arrive at
     Organic EBITDA for Total Core
     Operating Segments              (109)    (31)          (78)    (31)
    Organic EBITDA for Total Core
     Operating Segments (per
     above)                        $2,224  $2,172        $2,255  $2,172


     *  Amounts may not calculate due to rounding in millions.
    (A) Excludes restructuring charges of $6 million, $5 million, $1 million,
        $8 million and $11 million within the Real Estate Services,
        Hospitality Services, Timeshare Resorts, Vehicle Rental and Travel
        Distribution Services segments, respectively.
    (B) Includes a reduction to revenue and EBITDA growth of $163 million and
        $5 million, respectively, primarily related to the acquisition of
        Sotheby's International Realty in February 2004, the acquisitions of
        significant real estate brokerage businesses during or subsequent to
        second quarter 2004 and a refinement during first quarter 2005 to how
        we estimate transactions that closed during the quarter when those
        transactions have not yet been reported to us by our franchisees,
        partially offset by the sale of certain non-core assets by our
        settlement services business in June 2004.
    (C) Includes a reduction to revenue and EBITDA growth of $81 million and
        $3 million, respectively, primarily related to the acquisitions of
        Landal GreenParks in May 2004, Canvas Holidays Limited in October 2004
        and Ramada International, Inc. in December 2004.
    (D) Includes an increase to revenue and EBITDA growth of $4 million and
        $5 million, respectively, related to the sale of Equivest Capital in
        March 2004, partially offset by the acquisition of a timeshare resort
        property in August 2005.
    (E) Includes a reduction to revenue and EBITDA growth of $486 million and
        $75 million, respectively, primarily related 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.
    (F) See Table 2 for a reconciliation of Pretax Income to Net Income.



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

                                                    Third Quarter
                                                 2005          2004   % Change
    REAL ESTATE SERVICES SEGMENT

     Real Estate Franchise
        Closed Sides                           516,534       516,747     --
        Average Price                         $233,211      $201,952     15%
        Royalty Revenue (A)                   $147,268      $131,062     12%
        Total Revenue (A)                     $168,900      $148,776     14%

     Real Estate Brokerage
        Closed Sides                           135,463       137,805     (2%)
        Average Price                         $476,636      $412,058     16%
        Net Revenue from Real Estate
         Transactions                       $1,649,607    $1,481,887     11%
        Total Revenue                       $1,666,738    $1,494,002     12%

     Relocation
        Transaction Volume                      25,149        24,863      1%
        Total Revenue                         $139,202      $127,951      9%

     Settlement Services
        Purchase Title and Closing Units        43,613        40,618      7%
        Refinance Title and Closing Units       14,222        11,590     23%
        Total Revenue                          $93,440       $85,406      9%

    HOSPITALITY SERVICES SEGMENT

     Lodging
        RevPAR (B)                              $36.86        $34.04      8%
        Weighted Average Rooms Available (B)   511,531       507,330      1%
        Royalty, Marketing and
         Reservation Revenue (C)              $119,829      $112,765      6%
        Total Revenue (C)                     $148,215      $132,349     12%

     RCI
        Average Number of Subscribers        3,232,901     3,073,811      5%
        Subscriber Related Revenue            $144,723      $140,958      3%
        Total Revenue                         $151,737      $147,224      3%

     Vacation Rental Group
        Cottage Weeks Sold                     242,899       223,850      9%
        Total Revenue                         $104,106       $85,871     21%

    (*) Certain of the 2004 amounts presented herein have been revised to
        reflect the new segment reporting structure and a new presentation of
        drivers.  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 $110 million and $100 million of intercompany royalties paid
        primarily by our NRT real estate brokerage business during the three
        months ended September 30, 2005 and 2004, respectively.
    (B) We acquired the Ramada International Hotels and Resorts trademark on
        December 10, 2004.  The 2004 drivers do not include RevPAR and
        Weighted Average Rooms Available of Ramada International. On a
        comparable basis (excluding Ramada International from the 2005
        amounts), RevPAR would have increased 7% and Weighted Average Rooms
        Available would have decreased 4%.
    (C) The 2005 amounts include the revenues of businesses acquired during
        or subsequent to third quarter 2004 and are therefore not comparable
        to the 2004 amounts.



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

                                                         Third Quarter
                                                  2005          2004  % Change
    TIMESHARE RESORTS SEGMENT

        Tours                                  271,591       245,820     10%
        Total Revenue                         $483,748      $423,831     14%

    VEHICLE RENTAL SEGMENT

     Car
        Rental Days (000's)                     28,720        24,583     17%
        Time and Mileage Revenue per Day        $38.29        $38.41     --
        Total Car Revenue                   $1,265,600    $1,081,957     17%

      Truck
        Total Truck Revenue                   $167,118      $160,952      4%

    TRAVEL DISTRIBUTION SERVICES SEGMENT

        Transaction Volume, by Region
         (000's) (A)
             United States                      27,894        26,541      5%
             International                      43,722        41,924      4%
        Transaction Volume, by Channel
         (000's)
             Traditional Agency                 61,542        60,500      2%
             Online (A)                         10,074         7,965     26%

        Online Gross Bookings ($000's)(B)   $1,922,369    $1,656,119     16%
        Offline Gross Bookings ($000's)(B)    $455,935      $221,600    106%

        GDS and Supplier Services Revenue(C)  $382,563      $378,306      1%
        Owned Travel Agency Revenue (D)       $263,192       $58,704    348%


    (*) Certain of the 2004 amounts presented herein have been revised to
        reflect the new segment reporting structure and a new presentation of
        drivers.  All comparable quarterly amounts for 2003 and 2004 are
        available on the Cendant website, which may be accessed at
        http://www.cendant.com.
    (A) Includes supplier link and merchant hotel transactions not booked
        through the Galileo GDS system.
    (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 is not
        reflected in the revenue data presented herein and, therefore, the
        revenue data are not comparable.  However, the online gross bookings
        and offline gross bookings data for third quarter 2004 have been
        adjusted to include aggregate bookings of approximately $1.3 billion
        and $135 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
        third quarter 2005 driver data (approximately $70 million and $300
        million, respectively), but not in the third quarter 2004 driver data
        due to the absence of available driver data prior to our acquisition
        of Gullivers on April 1, 2005.
    (C) We refer to this as our "Order Taker" business.  Includes Galileo
        revenue of $375 million and $370 million for third quarter 2005 and
        2004, respectively.
    (D) We refer to this as our "Order Maker" business, which is primarily
        comprised of Gullivers, ebookers, Orbitz, Flairview, Cheaptickets and
        Lodging.com.



                                                                      Table 5

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

                                               As of September  As of December
                                                   30, 2005         31, 2004
    Assets
    Current assets:
        Cash and cash equivalents                     $0.4              $0.5
        Assets of discontinued operations              1.1               6.6
        Other current assets                           3.1               2.6
    Total current assets                               4.6               9.7

    Property and equipment, net                        1.7               1.7
    Goodwill                                          12.3              11.1
    Other non-current assets                           4.3               5.4
    Total assets exclusive of assets under programs   22.9              27.9

    Assets under management programs                  12.5              14.7

    Total assets                                     $35.4             $42.6

    Liabilities and stockholders' equity
    Current liabilities:
        Current portion of long-term debt             $2.2              $0.7
        Liabilities of discontinued operations         0.6               5.3
        Other current liabilities                      4.6               4.4
    Total current liabilities                          7.4              10.4

    Long-term debt                                     2.6               3.6
    Other non-current liabilities                      1.6               1.5
    Total liabilities exclusive of
     liabilities under programs                       11.6              15.5

    Liabilities under management programs(*)          12.6              14.4

    Total stockholders' equity                        11.2              12.7

    Total liabilities and stockholders' equity       $35.4             $42.6

    (*) Liabilities under management programs includes deferred income tax
        liabilities of $1.9 billion and $2.2 billion as of September 30, 2005
        and December 31, 2004, respectively.



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

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

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

              Net Capitalization
                Total Stockholders' Equity $11,230  $11,234  $11,195  $12,695
                Total Debt (per above)       4,814    4,922    4,908    4,330
                Total Capitalization        16,044   16,156   16,103   17,025
                Less:  Cash and cash
                       equivalents             356      623    1,341      467
              Net Capitalization           $15,688  $15,533  $14,762  $16,558

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

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


     (*) Amounts presented herein exclude assets and liabilities under
         management programs.
     (A) On October 17, 2005, we received approximately $1.7 billion of cash
         from the sale of our Marketing Services division.  Approximately
         $1.2 billion of such cash has already been or will be used during
         October 2005 to repay the outstanding revolver and commercial paper
         borrowings.  The Net Debt to Net Capitalization and Total Debt to
         Total Capitalization ratios after giving effect to the sale of the
         Marketing Services division and the utilization of $1.2 billion of
         those proceeds will be 19.2% and 23.6%, respectively.
     (B) As of September 30, 2005, this balance represents $139 million of
         mark-to-market adjustments on current interest rate hedges, partially
         offset by $114 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 Ended Nine Months Ended
                                             September 30,     September 30,
                                             2005     2004     2005     2004
    Operating Activities
    Net cash provided by operating
     activities exclusive of management
     programs                                $722     $773   $1,884   $1,785
    Net cash provided by operating
     activities of management programs        215    1,146      657      986
    Net Cash Provided by Operating
     Activities                               937    1,919    2,541    2,771

    Investing Activities
    Property and equipment additions         (110)    (100)    (303)    (280)
    Net assets acquired, net of cash
     acquired, and acquisition-related
     payments                                (205)     (65)  (1,794)    (402)
    Proceeds received on asset sales           30        5       43       29
    Proceeds from disposition of
     businesses, net of transaction-
     related payments                           4       (5)     969      821
    Other, net                                 73       (2)     101      118
    Net cash provided by (used in)
     investing activities exclusive of
     management programs                     (208)    (167)    (984)     286

    Management programs:
      Net change in program cash               (4)    (137)     (65)       8
      Net change in investment in vehicles    252    1,202   (2,320)  (1,401)
      Net change in relocation receivables    (39)     (47)    (157)     (62)
      Net change in mortgage servicing
       rights, related derivatives and
       mortgage-backed securities              --      121       21     (269)
      Other, net                               (1)       9      (21)      54
                                              208    1,148   (2,542)  (1,670)

    Net Cash Provided by (Used in)
     Investing Activities                      --      981   (3,526)  (1,384)

    Financing Activities
    Proceeds from borrowings                  159        6      165       25
    Principal payments on borrowings          (67)    (220)    (156)  (1,336)
    Net change in short-term borrowings      (155)      --      461       --
    Issuances of common stock                  37      951      228    1,347
    Repurchases of common stock              (558)    (191)  (1,018)  (1,153)
    Payments of dividends                    (117)     (93)    (309)    (237)
    Cash reduction due to spin-off of PHH      --       --     (259)      --
    Other, net                                  4       (1)       8      (23)
    Net cash provided by (used in)
     financing activities exclusive of
     management programs                     (697)     452     (880)  (1,377)

    Management programs:
      Proceeds from borrowings              2,644    2,330    9,627    9,201
      Principal payments on borrowings     (3,019)  (3,893)  (7,926)  (8,798)
      Net change in short-term borrowings     (86)    (864)      98       50
      Other, net                              (10)      (2)     (22)     (19)
                                             (471)  (2,429)   1,777      434

    Net Cash Provided by (Used in)
     Financing Activities                  (1,168)  (1,977)     897     (943)

    Effect of changes in exchange rates
     on cash and cash equivalents             (15)     (34)     (44)       4
    Cash provided by (used in)
     discontinued operations                  (21)     215       21      361
    Net increase (decrease) in cash and
     cash equivalents                        (267)   1,104     (111)     809
    Cash and cash equivalents, beginning
     of period                                623      451      467      746
    Cash and cash equivalents, end of
     period                                  $356   $1,555     $356   $1,555



                                                                     Table 8

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

                                            Three Months      Nine Months
                                                Ended            Ended
                                            September 30,    September 30,
                                            2005     2004     2005     2004
    Pretax income                           $720     $736   $1,487   $1,664
    Addback of non-cash depreciation and
     amortization:
         Non-program related                 134      118      411      341
         Pendings and listings                 6        5       12       13
    Addback of non-cash valuation charge
     associated with PHH spin-off             --       --      180       --
    Tax payments, net of refunds             (44)     (28)    (148)    (116)
    Working capital and other                  7      (56)      50      (17)
    Capital expenditures                    (110)    (100)    (303)    (280)
    Management programs (A)                  (48)    (135)    (108)    (250)
    Free Cash Flow                           665      540    1,581    1,355

    Current period acquisitions, net of
     cash acquired                          (166)     (53)  (1,670)    (328)
    Payments related to prior period
     acquisitions                            (39)     (12)    (124)     (74)
    Proceeds from disposition of
     businesses, net                           4       (5)     969      821
    Issuance of common stock in
     connection with the Upper DECS           --      863       --      863
    Net repurchases of common stock         (521)    (103)    (790)    (669)
    Payment of dividends                    (117)     (93)    (309)    (237)
    Investments and other (B)                (30)     181       21      389
    Cash reduction due to spin-off of PHH     --       --     (259)      --
    Net debt borrowings (repayments)         (63)    (214)     470   (1,311)
    Net increase (decrease) in cash and
     cash equivalents (per Table 7)        $(267)  $1,104    $(111)    $809


    (*) 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 September 30, 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 $215 million and $1,146 million, respectively, (ii) net
        cash provided by investing activities of $208 million and $1,148
        million, respectively, and (iii) net cash used in financing activities
        of $471 million and $2,429 million, respectively.  For the nine months
        ended September 30, 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 $657 million and $986
        million, respectively, (ii) net cash used in investing activities of
        $2,542 million and $1,670 million, respectively, and (iii) net cash
        provided by financing activities of $1,777 million and $434 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      Nine Months
                                                Ended            Ended
                                            September 30,    September 30,
                                            2005     2004     2005     2004
       Free Cash Flow (per above)           $665     $540   $1,581   $1,355
       Cash (inflows) outflows included
        in Free Cash Flow but not
        reflected in Net Cash Provided by
        Operating Activities:

            Investing activities of
             management programs            (208)  (1,148)   2,542    1,670
            Financing activities of
             management programs             471    2,429   (1,777)    (434)
            Capital expenditures             110      100      303      280
            Proceeds received on asset
             sales                           (30)      (5)     (43)     (29)
            Change in restricted cash        (71)       3      (65)     (71)
       Net Cash Provided by Operating
        Activities (per Table 7)            $937   $1,919   $2,541   $2,771


                                 Full Year 2005
                                    Projected
       Free Cash Flow            $1,800 - $2,000
       Cash outflows included in
        Free Cash Flow but not
        reflected in Net Cash
        Provided by Operating
        Activities:
            Investing and
             financing activities
             of management
             programs               700 -    800
            Capital expenditures    450 -    500
       Net Cash Provided by
        Operating Activities     $2,950 - $3,300


                                                                      Table 9

                     Cendant Corporation and Subsidiaries
                       Definitions of Non-GAAP Measures

    The accompanying press release includes certain non-GAAP 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
                     generally accepted accounting principles and our
                     presentation of EBITDA may not be comparable to similarly
                     titled measures used by other companies.

                     For third quarter and year-to-date 2005 and 2004 amounts,
                     a reconciliation of EBITDA to pretax income is included
                     in Table 1 and a reconciliation of pretax income to net
                     income is included in Table 2, both of which accompany
                     this press release.  For fourth quarter 2005 (projected)
                     and 2004 amounts, a reconciliation of EBITDA to income
                     from continuing operations is set forth below:

                                          2005P    2004
              EBITDA for core operating
               segments (a)            $625 - 655  $575
                Mortgage Services              --     9
                Corporate and Other (b) (70 -  55)    8
              Total Company EBITDA      555 - 600   592
                Less:  Non-program
                 related depreciation
                 and amortization       135 - 130   141
                Less:  Non-program
                 related interest
                 expense, net            60 -  55    66
                Less:  Amortization of
                 pendings and listings   20 -  10     3
              Pretax income             340 - 405   382
              Less:  Provision for income
               taxes and minority
               interest                 110 - 135   134
              Income from continuing
               operations              $230 - 270  $248

              (a)  2005P amount includes $16 million of estimated
                   restructuring costs incurred in connection with the
                   combination of our timeshare exchange business, RCI, with
                   our European vacation rental businesses.
              (b)  2004 amount includes a previously disclosed credit of
                   $60 million relating to previously established liabilities
                   for severance and other termination benefits.


    Net Debt to Net
    Capitalization
    Ratio            Represents (i) net corporate debt (which reflects 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 indebtedness
                     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 generally accepted accounting
                     principles (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 generally accepted
                     accounting principles (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.  We also present Organic EBITDA growth
                     excluding charges associated with the 2005 restructuring
                     activities undertaken following the PHH spin-off and
                     initial public offering of Wright Express.  Our
                     management believes this metric is useful in measuring
                     the normalized performance of the Company's reportable
                     operating segments.  The reconciliations of Organic
                     revenue and EBITDA growth to the comparable measures
                     recognized under generally accepted accounting principles
                     are presented in Table 3, which accompanies this press
                     release.

    2005 EPS from
    Continuing
    Operations before
    Transaction
    Related Charges  Represents EPS from Continuing Operations adjusted to
                     exclude the non-cash impairment charge of $0.17 per share
                     and restructuring and transaction-related costs of $0.03
                     per share.  We believe that by providing the calculation
                     of EPS from Continuing Operations both including and
                     excluding these charges, we are enhancing an investor's
                     ability to analyze our financial results on a comparable
                     basis, thereby providing greater transparency.  We also
                     believe that excluding the impairment charge is useful to
                     investors because it is a non-cash charge directly
                     resulting from the spin-off of PHH and will not recur in
                     subsequent periods.  EPS from Continuing Operations
                     before Transaction Related Charges 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 before
                     Transaction Related Charges 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.



SOURCE Cendant Corporation




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    Cendant Corporation