Cendant Reports Record Results For First Quarter 2002; Raises Full Year 2002 Projection

NEW YORK, Cendant Corporation CD today reported record first quarter 2002 results. Adjusted earnings per share was $0.34 and reported earnings per share was $0.34 (adjusted EPS excludes non-recurring or unusual items). The Company raised its projection for adjusted earnings per share for 2002 by $0.07 to $1.36, a 30% increase over the results for 2001.

  • 1Q 2002 Adjusted EPS of $0.34 Exceeded Projection by $0.04
  • 1Q 2002 Adjusted EBITDA Increased 54% to $697 Million vs. 1Q 2001
  • Adjusted EPS Increased 62% to $0.34 in 1Q 2002 vs. $0.21 in 1Q 2001
  • Reported EPS $0.34 in 1Q 2002 vs. $0.30 in 1Q 2001
  • Revenue Increased 84% to $2.7 Billion vs. $1.5 Billion in 1Q 2001
  • Company Increases Projected Full Year 2002 Adjusted EPS by $0.07 to $1.36, A 30% Increase Over 2001

Cendant's Chairman, President and CEO, Henry R. Silverman, stated: "Simply put, we had an outstanding quarter. All of our operating segments reported year-over-year EBITDA growth of at least 10%, and performed ahead of our expectations. In addition, our operating leverage, which increased due to our cost reductions after September 11th, produced the expected outcome-a substantial portion of every incremental dollar of revenue dropped to the bottom line. Our organic growth exceeded our long term targets.

"I am particularly pleased that we now expect to attain our previously announced stretch goal of adjusted earnings per share of $1.35 to $1.40 for 2002."

Recent Developments
The Company has announced several activities during 2002:

  • The Company completed the acquisition of Equivest Finance, Inc. for approximately $100 million in cash and the assumption of approximately $65 million of corporate debt, and signed a definitive agreement to acquire all of the outstanding common stock of Trendwest Resorts through a tax-free exchange of approximately $890 million of Cendant common stock and the assumption of $70 million of net corporate debt. Equivest and Trendwest market, sell and finance vacation ownership interests.
  • The Company announced today that it acquired NRT Incorporated, the largest residential real estate brokerage firm in the United States, for approximately $230 million in Cendant common stock, plus the assumption of $300 million of net debt, and NRT subsequently acquired Arvida Realty Services, the largest residential real estate brokerage firm in Florida, for approximately $160 million in cash.
  • Rating agencies Fitch, Moody's and Standard & Poor's recently affirmed the Company's senior unsecured credit ratings of BBB Plus, Baa1 and BBB, respectively, and removed Cendant from credit watch.

First Quarter 2002 Segment Results

The following discussion of operating results addresses segment revenue and Adjusted EBITDA, which is defined as earnings before non-program-related interest, income taxes, non-program-related depreciation and amortization and minority interest, adjusted to exclude certain items that are of a non- recurring or unusual nature and are not measured in assessing segment performance. Such discussion is the most informative representation of how management evaluates performance and allocates resources. During the first quarter of 2002, the segment results contained no adjustments of a non- recurring or unusual nature. Revenue and Adjusted EBITDA are expressed in millions.

    Real Estate Services
    (Consisting of the Company's real estate brokerage brands, mortgage and
relocation services.)
                                       2002            2001         % change
    Revenues                           $410            $339           21%
    Adjusted EBITDA                    $182            $132           38%

The increase in operating results was driven primarily by increased franchise fees from our Century 21, Coldwell Banker and ERA franchise brands and continued growth in mortgage loan production during the first quarter of 2002.

    Hospitality
    (Consisting of the Company's nine lodging brands, timeshare exchange and
interval sales, and vacation rental.)
                                       2002             2001        % change
    Revenues                           $403            $240           68%
    Adjusted EBITDA                    $112            $102           10%

Revenues and Adjusted EBITDA increased primarily due to the acquisitions of Fairfield Resorts in April 2001 and Equivest in February 2002, and organic growth in our timeshare exchange and vacation rental businesses.

    Travel Distribution
    (Consisting of electronic global distribution services for the travel
industry and travel agency services.)
                                       2002             2001        % change
    Revenues                           $444             $25           N/M
    Adjusted EBITDA                    $146             $ 2           N/M

    N/M = not meaningful

The October 2001 acquisitions of Galileo International, Inc. and Cheap Tickets Inc. drove the substantial revenue and Adjusted EBITDA increases in the first quarter of 2002. While the terrorist incidents of September 11 caused a significant decrease in the demand for travel-related services and, accordingly, reduced the booking volumes of Galileo and our travel agency businesses during the third and fourth quarters of 2001, travel bookings improved during the first quarter of 2002.

    Vehicle Services
    (Consisting of car rental, vehicle management services and car park
services.)
                                       2002            2001        % change
    Revenues                         $1,030            $454          127%
    Adjusted EBITDA                    $104             $93           12%

Revenues and Adjusted EBITDA increased substantially due to the acquisition of Avis Group Holdings as of March 1, 2001 and improved results at our National Car Parks subsidiary. Our Avis car rental business, which was significantly impacted by reduced travel volumes after September 11, reported stronger-than-expected results throughout the first quarter of 2002.

Financial Services

(Consisting of individual membership products, insurance-related services, financial services enhancement products and tax preparation services.)

                                       2002            2001         % change
    Revenues                           $419            $390            7%
    Adjusted EBITDA                    $164            $131           25%

Revenues and Adjusted EBITDA increased in the first quarter primarily due to increased tax preparation volume.

Balance Sheet and Other Items

  • As of March 31, 2002, we had approximately $1.1 billion of cash and cash equivalents and $6.1 billion of debt and preferred minority interest. In addition, the Company has $863 million of mandatorily convertible Upper DECS securities outstanding.
  • As of March 31, 2002, the net debt to total capital ratio was 37%. The ratio of adjusted EBITDA to net interest expense (non-program related) was 10.5 to 1 for first quarter 2002.
  • As of March 31, 2002, the Company had undrawn lines of credit of $2.6 billion (not including undrawn lines of credit of $1.6 billion related to our PHH subsidiary).
  • In the first quarter of 2002, we paid $250 million to a settlement trust, reducing the liability associated with the principal common stock class action litigation settlement at March 31, 2002 to $1.2 billion. We anticipate funding the balance of this obligation by July 16, 2002.
  • Weighted average common shares outstanding, including dilutive securities, were 1.02 billion for the first quarter of 2002 compared with 830 million for first quarter 2001. The increase was primarily from the issuance of 61 million shares in connection with the retirement of $1.7 billion of Feline PRIDES in February 2001, the sale of 46 million shares in February 2001 and the issuance of 117 million shares in connection with the acquisition of Galileo International in October 2001.

Reconciliation of First Quarter Adjusted EPS to Reported EPS

Adjusted EPS excludes items that are of a non-recurring or unusual nature and items. Adjusted EPS is a non-GAAP (generally accepted accounting principles) measure, but the Company believes that it is useful to assist investors in gaining an understanding of the trends and results of operations for the Company's core businesses. Adjusted EPS should be viewed in addition to the Company's reported results and not in lieu of reported results. Reported earnings per share was $0.34 in the first quarter of 2002 compared with reported earnings per share before the cumulative effect of an accounting change of $0.30 in the first quarter of 2001.

The only item reflected in first quarter 2002 reported results that is considered to be of an unusual or non-recurring nature for purposes of deriving adjusted EPS is an after tax charge of $6 million for costs related to securities litigation. In the first quarter of 2001, unusual or non-recurring items included: net income of $210 million, or $0.26 per share, associated with related items, primarily a gain on the sale of to ; and net after-tax charges of $134 million or $0.17 per share, primarily to fund travel and real estate technology initiatives, acquisition and integration-related costs, and for costs associated with securities litigation (see Table 3).

2002 Quarterly Outlook

The Company projects adjusted EPS of $0.36 for the second quarter of 2002 compared with $0.30 in 2001; $0.39 for the third quarter of 2002 compared with $0.32 in 2001; and $0.27 for the fourth quarter of 2002 compared with $0.23 in 2001. The acquisitions of Trendwest, NRT and Arvida will cause the seasonality of Cendant's earnings to be weighted to the second and third quarters of the year. The Company announced the following financial projections for the second and third quarters of 2002: (in millions)

                                     Second Quarter 2002   Third Quarter 2002

    Adjusted EBITDA                      $780 - $790           $885 - $900
     Percentage increase vs. prior year   33% - 35%             47% - 49%
    Depreciation and amortization        $115 - $120           $120 - $125
    Interest expense, net                 $85 - $95            $100 - $110
    Minority interest                        $7                    $7
    Weighted average shares outstanding 1,050 - 1,070         1,130 - 1,150

In the table above, depreciation and interest expense exclude program-related amounts. The Company's 2002 tax rate is expected to be between 33.0% and 33.5%. The increase in weighted average shares outstanding is due to the Trendwest and NRT acquisitions and the assumption that the Company's CODES securities will become convertible in the third quarter. Adjusted EBITDA for the balance of 2002 will exclude acquisition and integration-related costs, including the non-cash amortization of pendings and listings from real estate brokerage acquisitions, and securities litigation costs.

Investor Conference Call

Cendant will host a conference call to discuss first quarter results on Thursday, April 18, 2002, at 11:00 a.m. (EDT). Investors may access the call live at www.Cendant.com or by dialing 913-981-5519. A web replay will be available at www.Cendant.com following the call. A telephone replay will be available from 2:00 p.m. (EDT) on April 18, 2002 until 8:00 p.m. (EDT) on [April 25, 2002] at 719-457-0820, access code: 488800.

Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 70,000 employees, New York City-based Cendant provides these services to businesses and consumers in over 100 countries.

More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site at www.Cendant.com or by calling 877-4-INFOCD (877-446-3623).

Statements about future results made in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and the current economic environment. The Company cautions that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in Cendant's Form 10-K for the year ended December 31, 2001.

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

                                                                      Table 1
                     Cendant Corporation and Subsidiaries
               CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                     (In millions, except per share data)

                                                      Three Months Ended
                                                            March 31,
                                                     2002              2001
    Revenues
       Service fees and membership-related, net     $1,715            $1,076
       Vehicle-related                                 961               398
       Other                                            37                12
    Net revenues                                     2,713             1,486

    Expenses
       Operating                                       945               427
       Vehicle depreciation, lease
        charges and interest, net                      502               180
       Marketing and reservation                       290               249
       General and administrative                      279               187
       Non-program related depreciation
        and amortization                               107               101
       Other charges:
          Litigation settlement and related costs, net  11                11
          Restructuring and other unusual charges       --               185
          Acquisition and integration related costs     --                 8
       Non-program related interest, net                66                60
    Total expenses                                   2,200             1,408

    Net gain on dispositions of businesses              --               435

    Income before income taxes, minority
      interest and equity in              513               513
    Provision for income taxes                         169               205
    Minority interest, net of tax                        2                13
    Losses related to equity in
     , net of tax                          --                18
    Income before cumulative effect of
     accounting change                                 342               277
    Cumulative effect of accounting change, net of tax  --               (38)
    Net income                                        $342              $239

    CD common stock income per share
       Basic
         Income before cumulative effect
          of accounting change                       $0.35             $0.32
         Net income                                   0.35              0.28

       Diluted
         Income before cumulative effect
          of accounting change                       $0.34             $0.30
         Net income                                   0.34              0.26

       Weighted average shares
         Basic                                         979               790
         Diluted                                     1,018               830


                                                                       Table 2
                     Cendant Corporation and Subsidiaries
                   REVENUES AND ADJUSTED EBITDA BY SEGMENT
                            (Dollars in millions)

                                         Three Months Ended March 31,
                                       Revenues          Adjusted EBITDA (A)
                                                 %                          %
                                 2002    2001  Change  2002     2001    Change

    Real Estate Services         $410    $339   21%    $182     $132(D)   38%
    Hospitality                   403     240   68%     112      102      10%
    Travel Distribution           444      25    *      146        2       *
    Vehicle Services            1,030     454  127%     104       93(E)   12%
    Financial Services            419     390    7%     164      131      25%
    Total Reportable Segments   2,706   1,448           708      460
    Corporate and Other (B)         7      38    *      (11)(C)  (17)(F)   *
    Total Company               2,713   1,486   83%     697      443      57%
     Group                 --      10    *       --       (9)      *
    Total Company Excluding
      Group            $2,713  $1,476   84%    $697     $452      54%

    *   Not meaningful.
    (A) Defined as earnings before non-program related interest, income taxes,
        non-program related depreciation and amortization, minority interest
        and equity in , adjusted to exclude certain items which
        are of a non-recurring or unusual nature and not measured in assessing
        segment performance or are not segment specific.
    (B) Principally reflects unallocated corporate overhead and 2001 includes
         Group operating results.
    (C) Excludes $11 million of litigation settlement and related costs.
    (D) Excludes a charge of $95 million related to the funding of an
        irrevocable contribution to an independent technology trust
        responsible for providing technology initiatives for the benefit of
        certain of the Company's current and future real estate franchisees.
    (E) Excludes a charge of $4 million related to the acquisition and
        integration of Avis Group Holdings, Inc. ("Avis").
    (F) Excludes (i) a net gain of $435 million primarily related to the sale
        of the Company's real estate Internet portal, , and (ii) a
        credit of $14 million to reflect an adjustment to the settlement
        charge recorded in the fourth quarter of 1998 for the PRIDES class
        action litigation.  Such amounts were partially offset by charges of
        (i) $85 million incurred in connection with the creation of Trip
        Network, Inc. (formerly Travel Portal, Inc.), (ii) $25 million of
        litigation settlement and related costs, (iii) $7 million related to a
        contribution to the Cendant Charitable Foundation and (iv) $4 million
        related to the acquisition and integration of Avis.


                                                                    Table 3
                     Cendant Corporation and Subsidiaries
                RECONCILIATION OF REPORTED EPS TO ADJUSTED EPS
                     (in millions, except per share amounts)

                                                Three Months Ended
                                                    March 31,
                                            2002                2001
                                           Income              Income
                                           before              before
                                         Cumulative          Cumulative
                                           Effect              Effect
                                             of                  of
                                         Accounting Diluted Accounting Diluted
                                           Change     EPS      Change     EPS
    Income before cumulative effect of
     accounting change:
       Total Company                        $342     $0.34      $277     $0.33
       Less:   Group (A)              --        --        27      0.03
    Income before cumulative effect of
     accounting change, including Cendant's
     retained interest in  Group     342      0.34       250      0.30
    Convertible debt interest, net of tax      1        --         3        
    Total - As Reported                      343      0.34       253      0.30
    Adjustments (after-tax):
       Litigation settlement and
        related costs (C)                      6        --         6      0.01
       Restructuring and other
        unusual charges (D)                   --        --       122      0.15
       Acquisition and integration
        related costs (E)                     --        --         5      0.01
       Loss on dispositions of businesses (F) --        --         1        
    Losses related to equity
     in                          --        --        18      0.02
    Less:  Retained interest
     in  Group (B)                    --        --       228      0.28
    Total - As Adjusted                     $349     $0.34      $177     $0.21

    (A) Represents the portion of  Group's operating results
        (including the gain on sale of  Group) not retained by
        Cendant.
    (B) Represents the portion of  Group's operating results
        (including the gain on sale of  Group) retained by Cendant.
    (C) Represents 2002 and 2001 pre-tax charges of $11 million each.
    (D) Represents 2001 pre-tax charges of $185 million primarily related to
        (i) the funding of an irrevocable contribution to an independent
        technology trust ($95 million), (ii) the creation of Trip Network,
        Inc. ($85 million) and (iii) a non-cash contribution to the Cendant
        Charitable Foundation ($7 million).
    (E) Represents 2001 pre-tax charges of $8 million related to the
        acquisition and integration of Avis Group Holdings, Inc.
    (F) Represents 2001 pre-tax losses of $1 million.


                                                                       Table 4
                      Cendant Corporation and Subsidiaries
                        Segment Revenue Driver Analysis
                         (Revenue dollars in thousands)

                                                Three Months Ended March 31,
                                               2002         2001     % Change
    REAL ESTATE SERVICES SEGMENT

     Real Estate Franchise
        Closed Sides - Domestic (000's)       395,316      359,561     10%
        Average Price                        $186,434     $171,865      8%
        Royalty and Marketing Revenue        $124,110     $103,370     20%
        Total Revenue                        $157,402     $117,849     34%

     Relocation
        Service Based Revenue
         (Referrals, Outsourcing, etc.)       $59,361      $61,174     (3%)
        Asset Based Revenue (Corporate
         and Government Home Sale
         Closings and Financial Income)       $37,750      $41,916    (10%)
        Total Revenue                         $97,111     $103,090     (6%)

     Mortgage
        Production Loans Sold (millions)       $8,549       $5,916     45%
        Production Revenue                   $190,719      $87,153    119%
        Average Servicing Loan
         Portfolio (millions)                 $99,132      $80,986     22%
        Net Servicing Revenue (A)            $(35,025)     $31,403    n/a
        Total Revenue                        $155,863     $118,823     31%

    HOSPITALITY SEGMENT

     Lodging
        RevPar ($)                             $21.44       $24.17    (11%)
        Weighted Average Rooms Available      519,409      508,685      2%
        Royalty, Marketing and
         Reservation Revenue                  $75,079      $84,484    (11%)
        Total Revenue                         $89,136     $104,134    (14%)

     RCI
        Average Subscriptions               2,744,404    2,482,152     11%
        Number of Timeshare Exchanges         568,873      506,590     12%
        Total Revenue                        $144,742     $127,005     14%

     Fairfield Resorts
        Average Revenue per Transaction       $12,310      $11,802      4%
        Total Revenue                        $126,602          (B)    n/a

    TRAVEL DISTRIBUTION SEGMENT

     Galileo
        Domestic Booking Volume (millions)
            Air                                    24           31    (23%)
            Non-air                                 4            5    (20%)
        International Booking Volume (millions)
            Air                                    51           55     (7%)
            Non-air                                 1            1     
        Worldwide Booking Volume (millions)
            Air                                    75           86    (13%)
            Non-air                                 5            6    (17%)

        Total Galileo Revenue                $407,259          (B)    n/a

    VEHICLE SERVICES SEGMENT

     Car Rental
        Rental Days (000's)                    13,537       14,559     (7%)
        Time and Mileage Revenue per Day       $39.47       $39.57     
        Average Length of Rental Days            3.81         3.71      3%
        Total Revenue                        $571,385          (B)    n/a

     Vehicle Management and Fuel Card
      Services
        Average Fleet (Leased)                316,041      310,787      2%
        Average Number of Cards (000's)         3,819        3,517      9%
        Total Revenue                        $361,557          (B)    n/a

    FINANCIAL SERVICES SEGMENT
        Insurance/Wholesale-related Revenue  $140,342     $143,313     (2%)
        Other Revenue                        $278,631     $246,493     13%
        Total Revenue                        $418,973     $389,806      7%

     Trilegiant
        Gross New Member Joins              3,104,930    2,396,729     30%
        Blended Cancellation Rate (C)           11.7%        12.4%      6%

     (A) Includes gross recurring service fees of $99 million and $81 million
         for 2002 and 2001, respectively.  Net servicing revenues also include
         the non-cash amortization of mortgage servicing rights ($130 million
         and $53 million, respectively), which was accelerated due to a higher
         volume of refinancing activity, and interest expense ($12 million and
         $6 million, respectively), which also increased due to a higher
         volume of refinancing activity as the Company's mortgage business is
         required to pay the investor interest on loans refinanced, which is
         calculated from the loan payoff date through the end of the month.
     (B) The operations of these businesses were acquired in, or subsequent
         to, the first quarter of 2001.  Accordingly, first quarter 2001
         revenues are not comparable to the current period amounts.
     (C) Represents the blended cancellation rate across the entire active
         member base, which includes new and renewal members.


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

                                            March 31, 2002   December 31, 2001
    Assets
    Current assets:
      Cash and cash equivalents                  $1.1               $2.0
      Stockholder litigation settlement trust      --                1.4
      Other current assets                        3.2                3.1
    Total current assets                          4.3                6.5

    Property and equipment, net                   1.9                2.0
    Goodwill, net                                 8.1                8.0
    Other non-current assets                      5.4                5.0
    Total assets exclusive of
     assets under programs                       19.7               21.5

    Assets under management
     and mortgage programs                       11.7               12.0
    Total assets                                $31.4              $33.5

    Liabilities and stockholders' equity
    Current liabilities:
      Current portion of long-term debt           $--               $0.4
      Stockholder litigation settlement           1.2                2.9
      Other current liabilities                   4.0                4.4
    Total current liabilities                     5.2                7.7
    Long-term debt, excluding Upper DECS          5.7                5.7
    Upper DECS                                    0.9                0.9
    Other noncurrent liabilities                  0.9                0.8
    Total liabilities exclusive of
     liabilities under programs                  12.7               15.1

    Liabilities under management
     and mortgage programs                       10.7               10.9
    Mandatorily redeemable preferred
     interest in a subsidiary                     0.4                0.4
    Total stockholders' equity                    7.6                7.1
    Total liabilities and stockholders' equity  $31.4              $33.5


                                                                       Table 6
                       Cendant Corporation and Subsidiaries
                 SCHEDULE OF TOTAL CORPORATE DEBT OUTSTANDING (A)
                                  (In millions)

    Maturity                                March 31, 2002   December 31, 2001
     Date

    December 2003      7-3/4% notes              $1,150            $1,150

    August 2006        6-7/8% notes                 850               850

    May 2009           11% senior
                       subordinated notes           577               584

    November 2011 (B)  3-7/8% convertible
                       senior debentures          1,200             1,200

    February 2021 (C)  Zero coupon senior
                       convertible contingent notes 925               920

    May 2021      (D)  Zero coupon convertible
                       debentures                 1,000             1,000

                       3% convertible
                       subordinated notes            --               390

                       Other                         18                38

                       Total debt, excluding
                       Upper DECS                 5,720             6,132

                       Less: current portion         10               401

                       Long-term debt,
                       excluding Upper DECS       5,710             5,731

    May 2004  (E)      Upper DECS                   863               863

                                                 $6,573            $6,594

    (A) Amounts presented herein exclude liabilities under management and
        mortgage programs.
    (B) Each $1,000 principal amount is convertible into 41.58 shares of CD
        common stock during 2002 if the average price of CD common stock
        exceeds $28.86 during the stipulated measurement periods.  The average
        price of CD common stock at which the debentures are convertible
        decreases annually by a stipulated percentage.  Redeemable by the
        Company after November 27, 2004.  Holders may require the Company to
        repurchase the notes on November 27, 2004 and 2008.
    (C) Each $1,000 principal amount is convertible into 33.4 shares of CD
        common stock during Q3 and Q4 of 2002 if the average price of CD
        common stock exceeds $20.80 and $20.93, respectively, during the
        stipulated measurement periods.  The average price of CD common stock
        at which the notes are convertible increases on a quarterly basis by a
        stipulated percentage.  Redeemable by the Company after
        February 13, 2004.  Holders may require the Company to repurchase the
        notes on February 13, 2004, 2009 and 2014.  Issued at a discount
        resulting in a yield-to-maturity of 2.5%.
    (D) Each $1,000 principal amount is convertible into 39.08 shares of CD
        common stock if the average price of CD common stock exceeds $28.15
        during the stipulated measurement periods.  Redeemable by the Company
        after May 4, 2004.  Holders may require the Company to repurchase the
        notes on May 4, 2002, 2004, 2006, 2008, 2011 and 2016.  This debt is
        classified as long-term based upon the Company's intent and ability to
        refinance such amount with existing lines of credit if holders require
        the Company to repurchase the notes on May 4, 2002.
    (E) The forward purchase contracts require the holder to purchase a
        minimum of 1.7593 shares (if the average price of CD common stock is
        greater than $28.42 during a stipulated period) and a maximum of
        2.3223 shares (if the average price of CD common stock is less than
        $21.53 during a stipulated period) of CD common stock in August 2004.
        The minimum and maximum number of shares to be issued under the
        forward purchase contracts are 30.3 million and 40.1 million shares,
        respectively.


                                                                       Table 7
                       Cendant Corporation and Subsidiaries
                    CONSOLIDATED SCHEDULES OF FREE CASH FLOWS
                                  (In millions)
                                                Twelve Months Ended
                                                      March 31,
                                            2002         2001        % Change
    Adjusted EBITDA, excluding 
     Group (*)                            $2,458  (A)  $1,833  (B)      34%

    Interest expense, net (C)               (231)        (142)
    Minority interest, excluding
     tax benefit (D)                         (23)        (128)
    Tax payments                            (111)         (53)
    Cash Flow                              2,093        1,510           39%

    Tax refunds                               17          114
    Restructuring and other
     unusual payments                       (166)         (48)
    Working capital and other                 24          (16)
    Capital expenditures                    (336)        (248)
    Free Cash Flow                         1,632        1,312             24%

    Non-operating activities:
        Investments (E)                     (274)        (379)
        Acquisitions, net of
         cash acquired                    (1,998)      (1,101)
        Funding of stockholder
         litigation settlement            (1,060)        (600)
        Other (F)                             25         (410)
                                          (3,307)      (2,490)

    Financing activities:
        Net proceeds from (repayments on)
         borrowings (G)                    1,493        1,504
        Net issuances of equity
         securities and other                (17)         287
                                           1,476        1,791

    Net change in cash before management
     and mortgage programs                  (199)         613

    Management and mortgage programs:
        Net investment in vehicles           (80)         (12)
        Net mortgage originations and sales   45          296
        Net mortgage servicing rights       (606)        (456)
        Net contract receivables              24           
        Net relocation receivables            79          349
        Net financing for assets under
         management and mortgage programs   (217)         354
    Net change in cash from management
     and mortgage programs                  (755)         531

    Net increase (decrease) in cash and
     cash equivalents                      $(954)      $1,144

    (*) Represents Adjusted EBITDA excluding  Group operating losses.
        Adjusted EBITDA is defined as earnings before non-program related
        interest, income taxes, non-program related depreciation and
        amortization, minority interest and equity in , adjusted
        to exclude certain items which are of a non-recurring or unusual
        nature and not measured in assessing segment performance or are not
        segment specific.
    (A) Excludes (i) a $441 million non-cash charge primarily related to the
        impairment of the Company's investment in , Inc., (ii) a
        $193 million charge ($51 million of which was non-cash) primarily in
        connection with restructuring and other initiatives undertaken as a
        result of the September 11th terrorist attacks, (iii) a $104 million
        charge ($33 million of which is non-cash) primarily related to the
        acquisition and integration of Galileo International, Inc. and Cheap
        Tickets, Inc. (iv) a $94 million non-cash charge related to the
        impairment of the Company's mortgage servicing rights portfolio, (v)
        $86 million ($48 million of which is non-cash) of litigation
        settlement and related costs and (iv) $19 million of other non-cash
        charges.  The cash payments are included in "Restructuring and other
        unusual payments" and "Investments" (see Note (E) below).
    (B) Excludes (i) a net gain of $406 million related to the dispositions of
        businesses, (ii) a gain of $35 million, which represents recognition
        of a portion of our previously recorded deferred gain from the sale of
        our fleet businesses due to the disposition of VMS Europe by Avis in
        August 2000 and (iii) a non-cash credit of $14 million to reflect an
        adjustment to the settlement charge recorded in the fourth quarter of
        1998 for the PRIDES class action litigation.  Such amounts were
        partially offset by charges of (i) $95 million related to the funding
        of an irrevocable contribution to an independent technology trust,
        (ii) $85 million incurred in connection with the creation of Trip
        Network, Inc. (formerly Travel Portal, Inc.), (iii) $65 million of
        litigation settlement and related costs, (iv) $8 million ($4 million
        of which was non-cash) related to the acquisition and integration of
        Avis, (v) $7 million ($6 million of which was non-cash) related to a
        contribution to the Cendant Charitable Foundation and (vi) $3 million
        in connection with the initial public offering of  common
        stock.  The cash payments are included in "Restructuring and other
        unusual payments" and "Investments" (see Note (E) below).
    (C) Excludes non-cash accretion recorded on the Company's zero-coupon
        senior convertible notes.
    (D) Represents the before tax amounts of minority interest.
    (E) The activity for the twelve months ended March 31, 2002 includes cash
        payments associated with an investment in NRT Incorporated ($94
        million) and other payments, primarily related to the funding of a
        marketing advance to Trilegiant Corporation.  The activity for the
        twelve months ended March 31, 2001 includes cash payments associated
        with (i) the contribution to the technology trust described in Note
        (B) above ($95 million), (ii) investments in marketable securities
        ($75 million), (ii) an investment in NRT Incorporated ($50 million),
        (iii) the creation of Trip Network, Inc. ($45 million) and (iv) other
        payments, primarily related to preferred stock investments.
    (F) Includes net cash used in  Group operations during first
        quarter 2001, the effects of changes in exchange rates and other.
    (G) Represents debt borrowings, net of debt repayments and financing
        costs.


                                                                       Table 8
                       Cendant Corporation and Subsidiaries
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (In millions)

                                                         Three Months Ended
                                                               March 31,
                                                          2002          2001
    Operating Activities
    Net cash used in operating activities exclusive
     of management and mortgage programs               $(1,398) (A)     $(26)
    Net cash provided by operating activities
     of management and mortgage programs                   839           131
    Net cash provided by (used in) operating activities   (559)          105

    Investing Activities
    Property and equipment additions                       (55)          (68)
    Net assets acquired (net of cash acquired)
     and acquisition-related payments                     (239)         (978)
    Collections from (payments to) stockholder
     litigation settlement trust                         1,410  (B)     (250)
    Other, net                                              (1)          (17)
    Net cash provided by (used in) investing activities
     exclusive of management and mortgage programs       1,115        (1,313)

    Management and mortgage programs:
       Investment in vehicles                           (3,506)         (832)
       Payments received on investment in vehicles       3,154           681
       Origination of timeshare receivables               (172)           
       Principal collection of timeshare receivables       155            
       Equity advances on homes under management        (1,295)       (1,268)
       Repayment on advances on homes under management   1,354         1,261
       Additions to mortgage servicing
        rights and related hedges                         (257)          (48)
       Proceeds from sales of mortgage servicing rights     11            13
                                                          (556)         (193)

    Net cash provided by (used in) investing activities    559        (1,506)

    Financing Activities
    Proceeds from borrowings                                --         1,600
    Principal payments on borrowings                      (491)         (316)
    Issuances of common stock                               63           657
    Repurchases of common stock                            (57)          (10)
    Other, net                                              (8)          (34)
    Net cash provided by (used in) financing
     exclusive of management and mortgage programs        (493)        1,897

    Management and mortgage programs:
       Proceeds from borrowings                          2,518         2,712
       Principal payments on borrowings                 (3,052)       (2,081)
       Net change in short-term borrowings                 195            26
                                                          (339)          657

    Net cash provided by (used in) financing activities   (832)        2,554

    Effect of changes in exchange rates
     on cash and cash equivalents                           (1)           (5)
    Net increase (decrease) in cash and cash equivalents  (833)        1,148
    Cash and cash equivalents, beginning of period       1,971           944
    Cash and cash equivalents, end of period            $1,138        $2,092

    (A) Includes the application of the prior payments to the stockholder
        litigation settlement trust of $1.41 billion and the March 2002
        payment of $250 million.
    (B) Represents $1.41 billion of collections from the stockholder
        litigation settlement trust, which were used to extinguish a portion
        of the stockholder litigation settlement liability.
Finance Finance

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