UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 26, 2006 (April 26, 2006 )

Cendant Corporation

Delaware		1-10308		06-0918165

(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification Number)

9 West 57th Street
New York, NY				10019

(Address of principal				(Zip Code)
executive office)

Registrant’s telephone number, including area code (212) 413-1800

None

(Former name or former address if changed since last
report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 26, 2006, we reported our first quarter 2006 results. Our first quarter 2006 results are discussed in detail in the press release attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by Cendant under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

	(c)		Exhibits
	99.1		Press Release: Cendant Reports Results for First Quarter 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CENDANT CORPORATION
		By:		/s/ Virginia M. Wilson
				Virginia M. Wilson Executive Vice President and Chief Accounting Officer

Date: April 26, 2006

CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated April 26, 2006

EXHIBIT INDEX

Exhibit
No.				Description
	99.1			Press Release: Cendant Reports Results for First Quarter 2006.

CENDANT REPORTS RESULTS FOR FIRST QUARTER 2006

1Q 2006 Revenue Increased 7% to $4.2 Billion versus $4.0 Billion in 1Q 2005

1Q 2006 EPS from Continuing Operations was $0.13 versus $0.06 in 1Q 2005

1Q 2006 EPS from Continuing Operations, Excluding Separation Costs, was $0.16

Company Reiterates Its Previously Announced Full Year 2006 Financial Estimates

New York, April 26, 2006 — Cendant Corporation (NYSE: CD) today reported results for first quarter 2006. Revenue totaled $4.2 billion, an increase of 7% over first quarter 2005, reflecting growth across each of the Company’s core operating segments. EPS from Continuing Operations was $0.13, versus $0.06 in first quarter 2005. (See Other Items for matters impacting comparability.) Excluding separation costs, EPS from Continuing Operations was $0.16, which was at the high end of the Company’s most recent estimate of $0.11 – $0.16.

Cendant’s President and Chief Financial Officer, Ronald L. Nelson, stated: “Our first quarter 2006 earnings were at the high end of our most recent estimate primarily due to better than expected results at Realogy (formerly Real Estate Services). While home sales in California and Florida declined as forecasted, the balance of the country exhibited overall stability in a moderating environment. Our Timeshare Resorts segment generated double-digit revenue and EBITDA growth, and each of our other reportable segments showed positive revenue trends. In particular, our online travel businesses generated 29% growth in gross bookings, lodging RevPAR increased 10% organically, and car rental produced 15% revenue growth, including the first year-over-year price gain since 2004.”

With respect to Cendant’s plan to separate the Company into four independent, pure play companies, Mr. Nelson further commented: “Each of the spin-offs remains on track, with Realogy expected in June, Wyndham Worldwide in the summer and Travel Distribution Services (TDS) in October. As noted in our press release earlier this week, we are also exploring the possibility of a sale of TDS, which could be consummated by late summer, as an alternative means to maximize shareholder value.”

First Quarter 2006 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.

Realogy (Formerly Real Estate Services)
(Consisting of the Company’s real estate franchise brands, brokerage operations, relocation services and settlement services businesses)

		2006				2005				% change
Revenue		$	1,425			$	1,410				1	%
EBITDA		$	121			$	161				(25	%)

Revenue increased modestly primarily due to the acquisition of Texas American Title Company and related companies in January 2006. EBITDA decreased 25%, which was a lower decline than expected. In our real estate franchise and NRT real estate brokerage businesses, home prices increased 9% and 6%, respectively. These increases were offset by closed sides decreases of 10% and 6%, respectively (excluding the impact of a previously disclosed, one-time benefit at real estate franchise in first quarter 2005). The decline in closed sides volume reflects the expected moderation of the residential real estate market, particularly in some of the areas where NRT is more concentrated such as Florida and California, partially offset by the impact of tuck-in acquisitions at NRT. EBITDA declined because higher fixed costs at NRT in the seasonally weakest first quarter, primarily as a result of growth in offices, were not offset by revenue increases. Because the first quarter is the residential real estate brokerage industry’s weakest, NRT typically operates at a loss during that quarter and, therefore, we expect that the percentage decrease in EBITDA is not indicative of Realogy’s results for the remainder of the year.

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

		2006				2005				% change
Revenue		$	409			$	395				4	%
EBITDA		$	116			$	125				(7	%)

Revenue increased primarily due to growth in our lodging business. The largest contributor to revenue growth was the inclusion of approximately $31 million of revenue resulting from the acquisition of Wyndham Hotels and Resorts, which also contributed $2 million to EBITDA. Lodging revenue was also positively impacted by a 10% improvement in RevPAR, excluding Wyndham Hotels and Resorts. Year-over-year EBITDA is not comparable and declined, as expected, due to the timing of certain revenue at our European vacation rental business, which will be recognized later in 2006 upon the arrival of our customers. In addition, year-over-year EBITDA comparisons were negatively impacted by the absence of a previously disclosed $7 million gain on the sale of an investment within our lodging business in first quarter 2005. We expect double digit year-over-year revenue and EBITDA growth at Hospitality Services in second quarter 2006.

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

		2006				2005				% change
Revenue		$	407			$	368				11	%
EBITDA		$	67			$	40				68	%

Revenue and EBITDA increased principally due to growth in timeshare sales and increased consumer financing income. In addition, revenue was negatively impacted and EBITDA was positively impacted by a timing benefit due to the adoption of a new accounting standard for the recognition of timeshare sales revenue and expenses (SFAS No. 152). Excluding the impact of this item, revenue and EBITDA increased 18% and 38%, respectively. Growth in timeshare sales revenue was driven by a 7% increase in tour flow and a 9% increase in revenue per guest. Revenue per guest benefited from increased sales of premium inventory, and tour flow was positively impacted by the continued development of the Trendwest in-house sales program and continued improvement in local marketing efforts.

Avis Budget (Formerly Vehicle Rental)
(Consisting of the Company’s car and truck rental businesses)

		2006				2005				% change
Revenue		$	1,319			$	1,166				13	%
EBITDA		$	55			$	66				(17	%)

Revenue increased due to growth in our domestic and international car rental operations. Car rental revenue grew 15% worldwide due to a 13% increase in rental day volume and a 1% increase in time and mileage revenue per day. As expected, EBITDA comparisons were negatively impacted by increased fleet and interest costs for newer vehicles and 13% growth in our car rental fleet to support increased demand. We expect year-over-year price increases for the remainder of 2006, which should offset the impact of higher fleet and interest costs beginning in the second half of the year.

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

		2006				2005				% change
Revenue		$	645			$	552				17	%
EBITDA		$	105			$	129				(19	%)

Revenue increased due to growth in our online travel agency and other consumer travel businesses and in our GDS business. On an organic basis, our online travel businesses grew worldwide gross bookings by 27% and achieved higher EBITDA margins. In addition, revenue from GDS and supplier services increased 5%, driven principally by a 7% increase in worldwide air booking fees, partially offset by decreased subscriber fee income. Year-over-year segment results are not comparable due to the acquisitions of Gullivers on April 1, 2005 and ebookers on February 28,

2005, which contributed a total of $66 million to revenue but reduced EBITDA by $13 million. This was due to these businesses being seasonally weakest in the first quarter. In addition, EBITDA was negatively impacted by higher expenses at our GDS business, including infrastructure improvements to support growth, higher technology costs in our online businesses and $7 million of separation costs.

Recent Achievements and Strategic Initiatives
During the first quarter, the Company achieved the following with respect to cash flow generation, share repurchases and dividend payments:

•

Generated Net Cash Provided by Operating Activities of $243 million and Free Cash Flow of ($83) million. Each was negatively impacted by the previously disclosed timing benefits in fourth quarter 2005. The Company currently projects second quarter 2006 Net Cash Provided by Operating Activities to be higher than in the first quarter and Free Cash Flow to be positive.

•

Utilized $243 million of cash for the repurchase of common stock ($221 million net of proceeds from option exercises). The Company’s fully diluted weighted average shares outstanding in first quarter 2006 decreased by 63 million shares, or 6%, versus first quarter 2005, principally reflecting our repurchase of $1.6 billion of common stock ($1.3 billion net of proceeds from option exercises) since January 1, 2005. Further stock repurchases have been suspended due to the planned separation of Cendant into four independent companies.

•

Utilized $113 million of cash to pay its quarterly dividend of $0.11 per share. As previously announced, further cash dividends have been suspended due to the planned separation of Cendant into four independent companies.

In addition, the Company recently:

•

Acquired the Baymont Inn & Suites® mid-scale lodging brand and system of 115 franchised properties.

•

Hired Gordon Bethune, former CEO and Chairman of Continental Airlines, to be Non-Executive Chairman of Travel Distribution Services (TDS) and Jeff Clarke, chief operating officer of CA, formerly Computer Associates, Inc., to be CEO and President of TDS.

•

Filed a registration statement on Form 10 with the Securities and Exchange Commission in connection with Realogy’s planned spin-off from Cendant, expected in June 2006.

•

Completed $3.375 billion of financing, including the issuance of senior notes and new revolving and term loan facilities, at Avis Budget Car Rental to permit Avis Budget to finance its operations on a standalone basis.

•

Announced that, in addition to its plan to spin-off TDS to shareholders, it will also consider a sale of that division as an alternative way to maximize shareholder value.

Other Items

•

Separation Costs — First quarter 2006 EBITDA includes separation costs of $43 million, including $34 million recorded in Corporate and Other, $7 million recorded in TDS, $1 million recorded in Realogy and $1 million recorded in Hospitality Services. These costs consist primarily of legal, accounting, other professional and consulting fees, and employee costs.

•

Restructuring and Transaction-Related Charges — First quarter 2005 income from continuing operations includes a previously disclosed restructuring charge of $46 million related to restructuring activities undertaken following the PHH spin-off and the IPO of Wright Express and $3 million of transaction costs incurred in connection with the PHH spin-off.

•

Valuation Charge Associated with PHH Spin-Off — First quarter 2005 income from continuing operations includes a previously disclosed, non-cash impairment charge of $180 million ($0.17 per share) incurred in connection with the spin-off of PHH.

•

Non-Program Related Interest Expense (Income) — First quarter 2005 interest expense includes a previously disclosed reversal of $73 million of accrued interest related to a litigation settlement.

•

Provision for Income Taxes — The Company’s effective tax rate for first quarter 2006 includes a net $12 million benefit, which was primarily due to foreign taxes. The Company does not anticipate this tax benefit to recur in subsequent quarters.

Outlook
For second quarter 2006, the Company expects revenue from core operations to increase 4% — 6% and EBITDA from core operations (before separation costs) to increase marginally versus second quarter 2005. The Company expects EBITDA (before separation costs) to increase at Hospitality Services and Timeshare Resorts, to be flat at TDS, and to be down at Realogy and Avis Budget, consistent with the Company’s prior expectations, many of which were discussed at its Investor Day on March 21, 2006.

Based on current trends, the full year 2006 financial outlook for Realogy, Wyndham Worldwide, TDS and Avis Budget remains substantially unchanged from the estimates announced at Cendant’s Investor Day on March 21, 2006. The presentations containing these estimates may be accessed on the Company’s Web site at www.cendant.com.

Investor Conference Call
Cendant will host a conference call to discuss the first quarter results on Thursday, April 27, 2006, at 11:00 a.m. (ET). Investors may access the call live at www.cendant.com or by dialing (719) 457-2080. A web replay will be available at www.cendant.com following the call. A telephone replay will be available from 2:00 p.m. (ET) on April 27, 2006 until 8:00 p.m. (ET) on May 5, 2006 at (719) 457-0820, access code: 8485681.

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 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 (including the possible sale of TDS) 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, including risks related to increased borrowings and costs related to the proposed transactions (including the possible sale of TDS); increased demands of the Company’s management as a result of executing 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 2005 Annual Report on Form 10-K, including under headings such

as “Forward-Looking Statements,” “Risk Factors” 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 8 to this release.

Media Contact:		Investor Contacts:
Elliot Bloom		Sam Levenson
212-413-1832		212-413-1834
		Henry A. Diamond
		212-413-1920

# # #

Tables Follow

Table 1

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

		First Quarter
		2006				2005				% Change
Income Statement Items
Net Revenues		$	4,217			$	3,954				7	%
Pretax Income (A)			192				179				7	%
Income from Continuing Operations			135				63				114	%
EPS from Continuing Operations (diluted)			0.13				0.06				117	%
Cash Flow Items
Net Cash Provided by Operating Activities		$	243			$	558
Free Cash Flow (B)			(83	)			214
Payments Made for Current Period Acquisitions, Net of Cash Acquired			(138	)			(393	)
Net Borrowings			211				597
Net Repurchases of Common Stock			(221	)			(111	)
Payment of Dividends			(113	)			(96	)

		As of				As of
		March 31, 2006				December 31, 2005
Balance Sheet Items
Total Corporate Debt		$	4,115			$	3,936
Cash and Cash Equivalents			445				835
Total Stockholders’ Equity			11,098				11,291

Segment Results

		First Quarter
		2006				2005				% Change
Net Revenues
Realogy (formerly known as Real Estate Services)		$	1,425			$	1,410				1	%
Hospitality Services			409				395				4	%
Timeshare Resorts			407				368				11	%
Wyndham Worldwide			816				763				7	%
Avis Budget Group (formerly known as Vehicle Rental) (D)			1,319				1,166				13	%
Travel Distribution Services			645				552				17	%
Total Core Operating Segments			4,205				3,891				8	%
Mortgage Services			-				46				*
Corporate and Other			12				17				*
Cendant Corporation		$	4,217			$	3,954				7	%
EBITDA (C)
Realogy (formerly known as Real Estate Services)		$	121			$	161				(25	%)
Hospitality Services			116				125				(7	%)
Timeshare Resorts			67				40				68	%
Wyndham Worldwide			183				165				11	%
Avis Budget Group (formerly known as Vehicle Rental)			55				66				(17	%)
Travel Distribution Services			105				129				(19	%)
Total Core Operating Segments			464				521				(11	%)
Mortgage Services			-				(181	)			*
Corporate and Other			(58	)			(39	)			*
Cendant Corporation		$	406			$	301				35	%
Reconciliation of EBITDA to Pretax Income
Total Company EBITDA		$	406			$	301
Less: Non-program related depreciation and amortization			138				137
Non-program related interest expense, net			70				(18	)
Amortization of pendings and listings			6				3
Pretax Income (A)		$	192			$	179				7	%

Table 2

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

		Three Months Ended
		March 31,
		2006				2005
Revenues
Service fees and membership, net		$	2,884			$	2,756
Vehicle-related			1,319				1,166
Other			14				32
Net revenues			4,217				3,954
Expenses
Operating			2,473				2,329
Vehicle depreciation, lease charges and interest, net			421				324
Marketing and reservation			477				424
General and administrative			396				336
Non-program related depreciation and amortization			138				137
Non-program related interest expense (income), net			70				(18	)
Acquisition and integration related costs:
Amortization of pendings and listings			6				3
Other			1				11
Separation costs (A)			43				-
Restructuring and transaction-related charges			-				49
Valuation charge associated with PHH spin-off			-				180
Total expenses			4,025				3,775
Income before income taxes and minority interest			192				179
Provision for income taxes			57				115
Minority interest, net of tax			-				1
Income from continuing operations			135				63
Loss from discontinued operations, net of tax (B)			-				(8	)
Gain (loss) on disposal of discontinued operations, net of tax:
PHH valuation and transaction-related charges			-				(312	)
Gain (loss) on disposals			(1	)			175
Income (loss) before cumulative effect of accounting changes			134				(82	)
Cumulative effect of accounting changes, net of tax (C)			(64	)			-
Net income (loss)		$	70			$	(82	)
Earnings per share
Basic
Income from continuing operations		$	0.13			$	0.06
Loss from discontinued operations			-				(0.01	)
Loss on disposals of discontinued operations			-				(0.13	)
Cumulative effect of accounting changes			(0.06	)			-
Net income (loss)		$	0.07			$	(0.08	)
Diluted
Income from continuing operations		$	0.13			$	0.06
Loss from discontinued operations			-				(0.01	)
Loss on disposals of discontinued operations			-				(0.13	)
Cumulative effect of accounting changes			(0.06	)			-
Net income (loss)		$	0.07			$	(0.08	)
Weighted average shares outstanding
Basic			1,006				1,053
Diluted			1,016				1,079

Table 3
(page 1 of 2)

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

		First Quarter
		2006				2005				% Change
REAL ESTATE SERVICES SEGMENT
Real Estate Franchise
Closed Sides (A)			334,897				372,541				(10	%)
Average Price		$	227,024			$	208,412				9	%
Royalty Revenue (B)		$	95,205			$	104,846				(9	%)
Total Revenue (B)		$	121,740			$	122,338				-
Real Estate Brokerage
Closed Sides			85,826				91,757				(6	%)
Average Price		$	490,947			$	463,177				6	%
Net Revenue from Real Estate Transactions		$	1,086,399			$	1,097,687				(1	%)
Total Revenue		$	1,101,830			$	1,113,164				(1	%)
Relocation
Transaction Volume			18,705				18,629				-
Total Revenue		$	110,346			$	105,626				4	%
Settlement Services (C)
Purchase Title and Closing Units			35,781				29,323				22	%
Refinance Title and Closing Units			10,366				11,914				(13	%)
Total Revenue		$	91,282			$	68,430				33	%
HOSPITALITY SERVICES SEGMENT
Lodging (D)
RevPAR		$	30.45			$	25.53				19	%
Weighted Average Rooms Available			520,624				517,354				1	%
Royalty, Marketing and Reservation Revenue		$	102,741			$	84,704				21	%
Total Revenue		$	143,653			$	111,727				29	%
Vacation Exchange and Rental
Average Number of Exchange Subscribers			3,291,963				3,147,721				5	%
Subscriber Related Revenue		$	179,518			$	173,451				3	%
European Cottage Weeks Sold			311,120				321,616				(3	%)
Total Revenue		$	265,564			$	283,505				(6	%)

Table 3
(page 2 of 2)

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

		First Quarter
		2006				2005				% Change
TIMESHARE RESORTS SEGMENT
Tours			207,805				194,818				7	%
Total Revenue		$	406,992			$	368,458				10	%
VEHICLE RENTAL SEGMENT
Car
Rental Days (000’s)			24,919				22,044				13	%
Time and Mileage Revenue per Day		$	39.36			$	38.84				1	%
Total Car Revenue (A)		$	1,218,636			$	1,061,962				15	%
Truck
Total Truck Revenue (A)		$	100,586			$	102,929				(2	%)
TRAVEL DISTRIBUTION SERVICES (B)
Transaction Volume, by Region (000’s) (C)
United States			32,692				30,395				8	%
International			48,005				45,856				5	%
Transaction Volume, by Channel (000’s)
Traditional Agency			67,843				66,404				2	%
Online (C)			12,854				9,847				31	%
Online Gross Bookings ($000’s) (D)		$	2,430,298			$	1,889,283				29	%
Offline Gross Bookings ($000’s) (D)		$	455,520			$	172,158				165	%
GDS and Supplier Services Revenue (E)		$	416,270			$	397,697				5	%
Owned Travel Agency Revenue (F)		$	229,120			$	153,911				49	%

Table 4

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

		As of				As of
		March 31, 2006				December 31, 2005
Assets
Current assets:
Cash and cash equivalents		$	0.4			$	0.8
Other current assets			3.2				2.6
Total current assets			3.6				3.4
Property and equipment, net			1.8				1.8
Goodwill			12.2				12.0
Other non-current assets			4.4				4.5
Total assets exclusive of assets under programs			22.0				21.7
Assets under management programs			12.8				12.4
Total assets		$	34.8			$	34.1
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt		$	1.3			$	1.0
Other current liabilities			4.9				4.7
Total current liabilities			6.2				5.7
Long-term debt			2.8				2.9
Other non-current liabilities			1.5				1.6
Total liabilities exclusive of liabilities under programs			10.5				10.2
Liabilities under management programs (*)			13.2				12.6
Total stockholders’ equity			11.1				11.3
Total liabilities and stockholders’ equity		$	34.8			$	34.1

Table 5

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

						March 31,				December 31,
Maturity Date						2006				2005
				Net Debt
August 2006				6 7/8% notes		$	850			$	850
August 2006				4.89% notes			100				100
January 2008				6 1/4% notes			798				798
March 2010				6 1/4% notes			349				349
January 2013				7 3/8% notes			1,192				1,192
March 2015				7 1/8% notes			250				250
November 2009				Revolver borrowings (A)			575				357
				Net hedging gains (losses) (B)			(91	)			(47	)
				Other			92				87
				Total Debt			4,115				3,936
				Less: Cash and cash equivalents			445				835
				Net Debt		$	3,670			$	3,101
				Net Capitalization
				Total Stockholders’ Equity		$	11,098			$	11,291
				Total Debt (per above)			4,115				3,936
				Total Capitalization			15,213				15,227
				Less: Cash and cash equivalents			445				835
				Net Capitalization		$	14,768			$	14,392
				Net Debt to Net Capitalization Ratio (C)			24.9	%			21.5	%
				Total Debt to Total Capitalization Ratio			27.0	%			25.8	%

Table 6

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

		Three Months Ended
		March 31,
		2006				2005
Operating Activities
Net cash provided by operating activities exclusive of management programs		$	11			$	292
Net cash provided by operating activities of management programs			232				266
Net Cash Provided by Operating Activities			243				558
Investing Activities
Property and equipment additions			(93	)			(78	)
Net assets acquired, net of cash acquired, and acquisition-related payments			(156	)			(455	)
Proceeds received on asset sales			14				6
Proceeds from disposition of businesses, net of transaction-related payments			(19	)			958
Other, net			(6	)			26
Net cash provided by (used in) investing activities exclusive of management programs			(260	)			457
Management programs:
Net change in program cash			(33	)			(143	)
Net change in investment in vehicles			(841	)			(1,493	)
Net change in relocation receivables			30				(3	)
Net change in mortgage servicing rights, related derivatives and mortgage-backed securities			-				12
Other, net			(7	)			-
			(851	)			(1,627	)
Net Cash Used in Investing Activities			(1,111	)			(1,170	)
Financing Activities
Principal payments on borrowings			(7	)			(63	)
Net change in short-term borrowings			218				660
Issuances of common stock			22				120
Repurchases of common stock			(243	)			(231	)
Payments of dividends			(113	)			(96	)
Cash reduction due to spin-off of PHH			-				(259	)
Other, net			(2	)			2
Net cash provided by (used in) financing activities exclusive of management programs			(125	)			133
Management programs:
Proceeds from borrowings (*)			3,794				3,846
Principal payments on borrowings (*)			(3,229	)			(2,451	)
Net change in short-term borrowings			43				(39	)
Other, net			(4	)			(6	)
			604				1,350
Net Cash Provided by Financing Activities			479				1,483
Effect of changes in exchange rates on cash and cash equivalents			(1	)			(27	)
Cash provided by discontinued operations			-				30
Net increase (decrease) in cash and cash equivalents			(390	)			874
Cash and cash equivalents, beginning of period			835				467
Cash and cash equivalents, end of period		$	445			$	1,341

Table 7

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

		Three Months Ended
		March 31,
		2006				2005
Pretax income		$	192			$	179
Addback of non-cash depreciation and amortization:
Non-program related			138				137
Pendings and listings			6				3
Addback of non-cash valuation charge associated with PHH spin-off			-				180
Tax payments, net of refunds			(101	)			(22	)
Working capital and other			(178	)			(174	)
Capital expenditures			(93	)			(78	)
Management programs (A)			(15	)			(11	)
Free Cash Flow before Stockholder Litigation Payments			(51	)			214
Stockholder litigation payments			(32	)			-
Free Cash Flow			(83	)			214
Current period acquisitions, net of cash acquired			(138	)			(393	)
Payments related to prior period acquisitions			(18	)			(62	)
Proceeds from disposition of businesses, net			(19	)			958
Net repurchases of common stock			(221	)			(111	)
Payment of dividends			(113	)			(96	)
Investments and other (B)			(9	)			26
Cash reduction due to spin-off of PHH			-				(259	)
Net borrowings			211				597
Net increase (decrease) in cash and cash equivalents (per Table 6)		$	(390	)		$	874

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

		Three Months Ended
		March 31,
		2006				2005
Free Cash Flow (per above)		$	(83	)		$	214
Cash (inflows) outflows included in Free Cash Flow but not reflected in Net Cash Provided by Operating Activities:
Investing activities of management programs			851				1,627
Financing activities of management programs			(604	)			(1,350	)
Capital expenditures			93				78
Proceeds received on asset sales			(14	)			(6	)
Change in restricted cash			-				(5	)
Net Cash Provided by Operating Activities (per Table 6)		$	243			$	558

Table 8
(page 1 of 2)

Cendant Corporation and Subsidiaries
Definitions of Non-GAAP Measures

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

EBITDA		Represents income from continuing operations before non-program related depreciation and amortization, non-program related interest, amortization of pendings and listings, income taxes and minority interest. We believe that EBITDA is useful as a supplemental measure in evaluating the aggregate performance of our operating businesses. EBITDA is the measure that is used by our management, including our chief operating decision maker, to perform such evaluation, and it is a factor in measuring performance in our incentive compensation plans. It is also a component of our financial covenant calculations under our credit facilities, subject to certain adjustments. EBITDA should not be considered in isolation or as a substitute for net income or other income statement data prepared in accordance with GAAP and our presentation of EBITDA may not be comparable to similarly titled measures used by other companies.
Net Debt to Net 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 GAAP (Total Debt to Total Capitalization Ratio) is presented in Table 5, 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, (iii) asset sales and (iv) the change in restricted cash. We believe that Free Cash Flow is useful to management and the Company’s investors in measuring the cash generated by the Company that is available to be used to repurchase stock, repay debt obligations, pay dividends and invest in future growth through new business development activities or acquisitions. Free Cash Flow should not be construed as a substitute in measuring operating results or liquidity, and our presentation of Free Cash Flow may not be comparable to similarly titled measures used by other companies. A reconciliation of Free Cash Flow to the appropriate measure recognized under GAAP (Net Cash Provided by Operating Activities) is presented in Table 7, which accompanies this press release.

Table 8
(page 2 of 2)

Cendant Corporation and Subsidiaries
Definitions of Non-GAAP Measures

First Quarter 2006 EPS from Continuing Operations before Separation Costs		Represents first quarter 2006 EPS from Continuing Operations excluding $43 million of costs that were incurred in connection with the execution of our plan to separate Cendant into four independent publicly-traded companies. Management believes the most directly comparable GAAP measure for EPS from Continuing Operations before Separation Costs would be EPS from Continuing Operations. We exclude separation costs as such costs are not representative of the results of operations of our core businesses. Additionally, management believes excluding such cost presents our first quarter 2006 results on a more comparable basis to 2005, thereby providing greater transparency into the results of operations of our core businesses.
Second Quarter 2006 EBITDA before Separation Costs		Represents our estimates of second quarter 2006 EBITDA excluding costs that will be incurred in connection with our plan to separate Cendant into four independent publicly-traded companies. Management believes the most directly comparable GAAP measure for EBITDA before Separation Costs would be Net Income. We exclude separation costs due to the difficulty in forecasting and quantifying an estimated amount for such costs as a result of the uncertainty related to the timing and impact of the planned separation. Therefore, we are not providing an estimate for Net Income.
Second Quarter 2006 EBITDA Growth before Separation Costs		Represents our estimate of 2006 EBITDA growth over 2005 (second quarter) excluding costs that will be incurred in connection with our plan to separate Cendant into four independent publicly-traded companies. We exclude separation costs due to the difficulty in forecasting and quantifying an estimated amount for such costs as a result of the uncertainty related to the timing and impact of the planned separation. Management believes the most directly comparable GAAP measure for EBITDA would be Net Income. However, due to the difficulty in forecasting and quantifying an estimated amount for separation costs as a result of the uncertainty related to the timing and impact of the planned separation, we are not providing an estimate for Net Income.