Free Declaration - District Court of Delaware - Delaware

Case 1:06-cv-00041-JJF

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Cendant: About Cendant Case 1:06-cv-00041-JJF

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About Cendant At-A-Glance Travel Distribution Travel Content Real Estate Services Diversity & Inclusion

About Cendant
Cendant At-A-Glance Browse Cendant's divisions, business units and brands.
Leadership Read biographies of our boa and corporate officers, and committee composition with Corporate Governance. Investors

Cendant is one of the foremost providers of travel and real estate services in the world; One of the world's largest hotel franchisors, the world's largest vacation ownership organization, and one of the world's largest car rental operators; And the world's largest real estate brokerage franchisor, and the world's largest provider of outsourced corporate employee relocation services; and leading providers of travel information processing services worldwide.

In the Investor Center, exp Reports, Cendant's SEC Filin Stock information, Analyst C Historical Financial Data and to receive alerts for Financia SEC filings, Webcasts and e Diversity & Inclusion Cendant's long-standing cu diverse people and ideas co driving force behind our Com move forward and continue global leader in travel and r services.

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: At-A-Glance Case 1:06-cv-00041-JJF

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At-A-Glance
Travel Distribution Services The Travel Distribution Services division of Cendant has a dynamic portfolio of complementary travel distribution businesses, making it one of the most geographically diverse and vertically integrated travel distribution companies in the global travel industry. Created in August 2002, Travel Distribution Services is leveraging the entire Cendant travel asset portfolio to provide a single, one-stop source for multiple distribution services that helps travel suppliers and sellers increase sales volume while reducing total distribution costs. Its assets include a leading global distribution service, a number of leading consumer travel Web sites and a comprehensive suite of industry-leading technologies. Travel Distribution Services is playing an integral role in the transformation of the travel industry model. Travel Content Cendant Travel Content is one of the world's leading diversified providers of travelrelated products and services to business and consumers, with leading brands in vehicle rental, lodging franchising, timeshare development, vacation rentals and vacation exchange. The business units that comprise Cendant Travel Content are among the world's

Travel Distribution Brands Business to Co Business to Business/Corporate AoYou.com Galileo Asia-hotels Away.com International Gullivers Travel CheapTick Cendant T Associates ebookers.c (GTA) Orbitz for HotelClub. Business® Lodging.co Shepherd Neat Grou Systems OctopusTr THOR® Orbitz® Travel 2® and RatesToGo Travel 4® Travel Bound Travelportsm Travelwire TRUSTsm International WizCom®

Travel Content Brands Hospitality Services Hotel Group Amerihost Inn® Days Inn® Howard Johnson® Knights Inn® Ramada Inn® Super 8® Travelodge® Wingate Inn® Wyndham Vacation Net Group RCI® Condo R Network Cuendet Landal G French L Novasol

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Cendant: At-A-Glance Case 1:06-cv-00041-JJF

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Real Estate The Cendant Real Estate Services division encompasses the largest residential real estate organization in the world. With four of the world's leading residential real estate franchise systems, a major national commercial real estate franchise system, the largest relocation company in the world, the nation's largest and most successful residential real estate brokerage company and a leading title and closing services provider, Cendant holds a clear leadership position in the real estate industry.

Real Estate Brands Real Estate Franchise Relocation Group Cenda CENTURY 21® Mobilit Coldwell Banker® Coldwell Banker Title and S Commercial® Services ERA® Cenda Sotheby's Settlem International Servic Realty® Real Estate Brokerage NRT

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Travel Distribution Case 1:06-cv-00041-JJF

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Travel Distribution
The comprised businesses of Travel Distribution Services create one of the geographically diverse and vertically integrated travel companies in the glo industry. Travel Distribution Services is focused on changing the experience improving systems, making processes more efficient and employing a more focused approach. Travel Distribution Services is dedicated to identifying, q and delivering maximum value to its customers. Travel Distribution Services has nearly 9,000 employees located in approxim countries around the world. While the division is composed of 22 distinct br complementary businesses are managed geographically by customer chann core channels are Business to Business/Corporate and Business to Consum The 22 brands within Travel Distribution Services are: AoYou.com, Asia-hot Away.com, Cendant Travel, CheapTickets, ebookers.com, Galileo Internatio Gullivers Travel Associates, HotelClub.com, Lodging.com, Neat Group, Octo Orbitz, Orbitz for Business, RatesToGo.com, Shepherd Systems, THOR, Trav 4, Travel Bound, Inc., Travelport, TRUST International and WizCom. Additio Distribution Services manages the Travelers Advantage business, which is o Trilegiant, a premier membership-based business that provides solutions su redemptions.

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Business to Business Services Case 1:06-cv-00041-JJF Document 48-2

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About Cendant > Travel Distribution > Business t

Business to Business/Corporate
Travel agencies remain an important and trusted resource to consumers and corporations in helping them plan business travel, vacations and find package deals. Through the Galileo Global Distribution System (GDS), the cornerstone of the travel distribution business, Travel Distribution Services helps its travel agency customers by providing better content, more automated technology to reduce labor and transaction costs, and additional revenue through increased sales and other commission opportunities. Through direct-to-desktop systems, Galileo distributes travel inventory from multiple supplier sources, as well as e-ticketing and booking products for airlines and travel agencies. Galileo also provides innovative programs benefiting all players in the distribution chain. Divided into the Americas and International Markets, Galileo generates approximately 65 percent of its revenues outside the U.S., and connects more than: 50,000 locations connected to the GDS 470 airlines 23 rental car companies 60,000 approximate hotel properties 431 tour operators Gullivers Travel Associates (GTA) group consists of GTA and Travel Bound. GTA is a leading wholesaler of accommodation and ground travel products for tour groups and independent travelers. GTA services 26,000 groups annually in excess of 30,000 individuals per day. GTA operates through 31 offices across 24 countries, with sales in over 100 countries. Orbitz for Business, an online corporate travel agency, offers a familiar online booking experience to business travelers and is ideal for companies seeking an out-of-the-box travel program. THOR is the fastest growing consortium in the travel industry, specializing in distribution, marketing and 24-hour emergency services to travel-related companies including hoteliers, travel agencies and non-hotel vendors around the world.

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Cendant: Business to Business Services Case 1:06-cv-00041-JJF Document 48-2

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Cendant: Business to Business Services Case 1:06-cv-00041-JJF Document 48-2

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All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Business to Consumer Services Case 1:06-cv-00041-JJF Document 48-2

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Business to Consumer Services
Cendant has a number of compelling consumer offerings that provide the leisure traveler with breadth of choice, great value -- both online and offline -- and solid customer service. AoYou.com is a Beijing-based joint venture with one of the major Chinese tour operators targeting the FIT (Flexible Independent Traveler) market. Asia-hotels.com is the leading Asian specialist hotel guide and reservations service. Operated by Flairview Travel Pty Ltd., it has been providing online reservations services since June 1997 to over 800,000 unique visitors on a monthly basis. Collaborating with sister Web sites, RatesToGo.com and HotelClub.com, asia-hotels.com devotes resources in the Asian markets, where it has extensive knowledge of the marketplace. With a base of over 4,000 hotels and resorts and 50,000 customer comments, asia-hotels.com offers independent advice to consumers on hotels and destinations throughout Asia. The Away Network comprises three U.S. Web sites specializing in niche travel for affluent travelers seeking unique experiences and activities: Away.com, Gorp.com and Outsideonline.com. Combined, over 2.5 million unique monthly visitors use these travel portals for information on aspirational travel options such as sailing, hiking, skiing, safaris, arts and culture. Cendant Travel, a U.S. travel agency operation with three contact centers, provides reservation sales and customer service for Lodging.com and CheapTickets. Cendant Travel also offers internal travel support for all Cendant businesses. Professional travel counselors, handling multiple calls per year, are available 24/7 through a toll-free number. The retail public takes advantage of the excellent discount rates available through Cendant Travel. CheapTickets is a leading U.S. online travel company offering discounted leisure travel products through its Web site, CheapTickets.com. CheapTickets provides consumers access to published and unpublished i f i t l h t l d ti

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Cendant: Business to Consumer Services Case 1:06-cv-00041-JJF Document 48-2

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wide variety of discounted airfares, hotel

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Cendant: Business to Consumer Services Case 1:06-cv-00041-JJF Document 48-2

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All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Travel Content Case 1:06-cv-00041-JJF

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About Cenda

Travel Content
As a leading provider of travel products and services to businesses and con Cendant Travel Content businesses hold either the #1 or #2 positions withi segments. The Cendant Car Rental Group is the world's second-largest general-use ca company and the leader in brand loyalty; the Cendant Hotel Group is the w largest lodging franchisor; the Cendant Timeshare Resort Group is the worl developer and manager of vacation ownership interests and resorts; and th Vacation Network Group operates the world's largest vacation exchange co the #1 vacation rental company in Europe. The business units of Cendant Travel Content lead the way in leisure travel shared commitment to outstanding customer service, innovation and brand

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Hospitality Services Case 1:06-cv-00041-JJF

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Hospitality Services
Cendant's Hospitality Services Division comprises the Cendant Hotel Group, world's leading franchisors of mid-economy market lodging brands, and the Vacation Network Group, which includes the global leader in timeshare exch European cottage rental groups.

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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Cendant: Hotel Group Case 1:06-cv-00041-JJF

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About Cendant > Travel Content > Hospitality Serv

Hotel Group
Cendant's Hotel Group, based in Parsippany, N.J., is the world's largest lodging franchisor, with nearly 6,400 hotels representing more than 513,000 rooms on five continents under the Super 8®, Days Inn®, Ramada®, Travelodge®, Howard Johnson®, Wingate Inn®, AmeriHost Inn®, Wyndham Worldwide and Knights Inn® brands. Cendant's franchised hotels sell nearly one out of every five economy and mid-priced room-nights in the United States, and Cendant franchises 10.3 percent of the entire U.S. hotel room supply, according to Smith Travel Research and Cendant financial data. All hotels are individually owned and operated under franchise agreements with Cendant subsidiaries. Cendant Hotel Group's TripRewards® loyalty program, the largest of its kind in the lodging industry based on the number of participating hotels, enables leisure travelers to earn rewards quickly, just like frequent business travelers, because points can be earned on everyday purchases.

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Cendant: Hotel Group Case 1:06-cv-00041-JJF

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Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation and/ subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Vacation Network Group Case 1:06-cv-00041-JJF

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About Cendant > Travel Content > Hospitality Services > Vaca

Vacation Network Group
The Cendant Vacation Network Group represents developers, owners, managers and marketers of outstanding vacation properties, sending consumers on dream vacations to the world's great tourism destinations through brands that are global market leaders within their segments. The Cendant Vacation Network Group is a global leader in innovative travel membership and rental products, end-to-end business solutions and worldclass customer service, providing consumers with access to the full spectrum of vacation networks, including timeshare condominiums, vacation homes, villas, chalets, cottages, caravan parks, vacation parks, bungalows, whole-ownership condominiums, canal boats, houseboats, oceangoing catamarans, fractional resorts, private residence clubs, condo hotels, destination clubs and more. Organizationally, Cendant Vacation Network Group comprises Resort Condominiums International (RCI), a global leader in vacation exchange and travel membership products, and Cendant Vacation Rental Group (VRG), the leader in vacation accommodation rentals. With headquarters in Parsippany, New Jersey, and London, England, Cendant Vacation Network Group is led by Ken May, chairman and CEO. The Cendant Vacation Network Group comprises brands, businesses and more than 8,000 employees and generated more than four million transactions in 2004. Following is a complete list of the Vacation Network Group brands: Blakes Boating & Parks Canvas Holidays Chez Nous Condo Rental Network Cottages4you.com Country Cottages in Scotland Country Cottages in Ireland Country Cottages in France Country Holidays Country Manors C d t

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Cendant: Vacation Network Group Case 1:06-cv-00041-JJF

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RCI Ragatz Associates The Registry Collection Ski Life Stillwells
All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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Cendant: Timeshare Resorts Case 1:06-cv-00041-JJF

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Timeshare Resorts
Cendant Timeshare Resort Group (CTRG) is the leading international developer, marketer and manager of diversified and flexible vacation ownership products. CTRG markets vacation ownership interests under two primary consumer brands - Fairfield Resorts and Trendwest Resorts which together comprise more than 130 resort properties throughout North America and the South Pacific. CTRG is the largest vacation ownership company in the world, with more than 700,000 owner families and 15,000 individual timeshare units.

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Vehicle Rental Case 1:06-cv-00041-JJF

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Vehicle Rental
The Cendant Car Rental Group has emerged as the world's largest general use car rental company, comprising Avis, a leading supplier to the business travel industry, and Budget, a top brand in the leisure travel market. The two brands combine for extended global reach that includes over 6,000 car and truck rental locations in the Americas, Australia, New Zealand and the Caribbean.

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Real Estate Case 1:06-cv-00041-JJF

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Real Estate Services
Hospitality Services

The Cendant Real Estate Services Division encompasses the largest residen in the world. With four of the world's leading residentia franchise Vehicle Rentalsystems, a major national commercial real estate franchise system largest relocation company in the world, the nation's largest and most succ residential real estate brokerage company and a leading title and closing se provider, Cendant holds a clear leadership position in the real estate indust
Timeshare organization estate Resorts

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Relocation Case 1:06-cv-00041-JJF

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Relocation
Cendant MobilitySM is the premier provider of global mobility management and workforce development solutions serving the corporate, military, government and affinity markets. Through its industry-leading outsourcing, consulting, language and intercultural training, logistical support and supplier management, Cendant Mobility help workforces of organizations of all sizes achieve success worldwide. With 50 experience, Cendant Mobility helps clients achieve cost reductions and enha service performance to accomplish its organizational objectives. It assists m 100,000 transferring employees annually around the globe for more than 2 including two-thirds of the Fortune 50 and numerous government agencies organizations.

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

http://www.cendant.com/about-cendant/real-estate/relocation.html

2/10/2006

Cendant: Title and Settlement Services Case 1:06-cv-00041-JJF Document 48-2

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About Cendant > Real Estate Services > Title and S

Title and Settlement Services
Cendant Settlement Services Group (CSSG) is a fullservice title, settlement and vendor management services company serving real estate companies, affinity groups, corporations and financial institutions in support of residential and commercial real estate transactions. Headquartered in Mount Laurel, N.J., Cendant Settlement Ser is a national company with 2,000 employees. CSSG and its family of compa licensed to do business in more than 30 states.

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Real Estate Brokerage Case 1:06-cv-00041-JJF

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Real Estate Brokerage
Owning the most successful residential real estate brokerage company in the nation, NRT, Cendant owns and operates companies in more than 35 of the nation's largest metropolitan markets, with more than 1,000 offices and 64,000 sales associates. By any measure of real estate success, Cendant is the industry leader, proven that nearly all companies are ranked No. 1 or No. 2 in their respective mark 2004, NRT accounted for $204 billion in closed sales volume.

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Cendant: Real Estate Franchise Group Case 1:06-cv-00041-JJF Document 48-2

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About Cendant > Real Estate Services > Real Esta

Real Estate Franchise Group
Cendant is the world's largest franchisor of real estate brokerages, with almost 15,000 offices and 313,000 sales associates worldwide. The Cendant family of real estate brands is well known around the world. Century 21® is one of the most recognized names in real estate, more than 7,800 independently owned and operated franchised brokerage offices in more than 42 countries and territories worldwide. Coldwell Banker® is among the nation's oldest real estate companies, with 100 years of experience in the industry. It now has almost 4,000 residential and commercial real estate offices. Coldwell Banker Commercial®, serves the needs of landords, sellers and buyers in the leasing, acquisition, disposition and management of commercial real estate property. ERA®, with its expanding presence in international markets, is a resid estate brokerage franchise system with more than 2,800 franchised b offices. Founded in 1976 to provide independent brokerages with a powerful m and referral program for luxury listings, the Sotheby's International R network was designed to connect the finest independent real estate c tothe most prestigious clientele in the world. Cendant added to the So International Realty name to its family of brands in February 2004 pu long-term license agreement with Sotheby's Holdings, Inc. (NYSE: BI STBA).

All Cendant logos and marks as well as all other proprietary materials depicted herein are the property of Cendant Corporation a subsidiaries. © Copyright 1999-2006. All rights reserved. Our policies: Privacy Policy | Terms of Use Policy | Email

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2/10/2006

Case 1:06-cv-00041-JJF

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Case 1:06-cv-00041-JJF

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FOR IMMEDIATE RELEASE CENDANT CORPORATION BOARD OF DIRECTORS ANNOUNCES PLAN TO SEPARATE CENDANT INTO FOUR PUBLICLY OWNED, PURE-PLAY COMPANIES Creation of Separate Publicly Traded Real Estate, Travel Distribution, Hospitality and Vehicle Rental Companies Intended to Maximize Value for Cendant Shareholders New Companies Will Have Strong Balance Sheets, Significant Scale, Leading Market Positions and Brands, and World-Class, Experienced Management Teams Company Reassesses Impact of Recent Trends and Events on Future Results New York, NY 10-24-2005 ­ Cendant Corporation (NYSE: CD) today announced that its Board of Directors has approved a plan to separate Cendant into four independent, publicly traded, pure-play companies ­ one each for Cendant's real estate, travel distribution, hospitality and vehicle rental businesses. The plan is designed to enable shareholders and the four companies to realize Cendant's value, which has not yet been fully recognized by the market, despite the strong operating and financial performance of Cendant's businesses. Following the proposed transaction, Cendant's shareholders will own 100% of the equity in all four companies. The transaction is expected to be effected through three 100% spin-offs in the summer of 2006. It is expected to be tax-free for the Company and its shareholders. Move Designed to Unlock Value Cendant's Chairman and Chief Executive Officer, Henry R. Silverman, said, "We believe that this is the right thing to do, for the right reasons and at the right time. Creating four strong and focused pure-play companies is the best way to unlock the full value of Cendant's businesses for the benefit of our shareholders in both the short and long term. All of our businesses have done well, yet despite Cendant's consistently strong operating and financial performance in recent years, the market has not fully recognized the value of the Company. Our successful efforts to simplify Cendant's structure and divest non-core businesses have underscored the benefits of greater clarity and focus. With these efforts complete, we have now concluded that it is in the best interests of our shareholders to establish pure-play enterprises, as we and our advisors believe the sum of the parts has a value in excess of our current share price." Cendant anticipates that the separation of the Company's core businesses will facilitate a clearer understanding and fairer market valuation of each of these businesses. The transaction is intended to reduce the complexity surrounding investor understanding and analysis of Cendant's businesses and enable investors to choose how to diversify their Cendant holdings. Cendant also expects to attract new interest from investors who want to own stock in one or more of the separate companies, even though they might not have been as interested in Cendant's diversified holdings as a single company. Cendant's President and Chief Financial Officer, Ronald L. Nelson, added, "Since mid-2004, we have created three focused public companies ­ Jackson Hewitt, PHH Corporation and

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Case 1:06-cv-00041-JJF

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Wright Express ­ through two initial public offerings and one spin-off. The share price appreciation of each of these companies has significantly outperformed its respective industry groupings, the S&P 500 and Cendant, giving greater credence to our view that the aggregate valuations of the four proposed new companies will exceed that of Cendant today." Strategic Rationale The Company and its advisors evaluated a number of strategic alternatives to increase shareholder value, including a leveraged recapitalization; a sale of one, several or all of Cendant's business units; and different configurations of a separation. "We concluded that this proposed transaction is the most feasible and the most financially attractive," Mr. Silverman continued. "It is a tax-efficient approach and does not preclude the other alternatives considered by our Board after the separation occurs. This structure removes another layer of complexity, enables the companies to have readily identifiable market comparables and preserves most of the revenue synergies among our business units. And we will seek to preserve other synergies through arms'-length contractual arrangements." Geopolitical Risk In considering this transaction, the Company also reassessed its previously articulated view that it manages event-related risk through size and diversity. Commenting on this reassessment, Mr. Nelson said, "Obviously, we thought long and hard about the fact that there will be more volatility in the separate travel assets than currently exists. However, each new company will be affected differently and we expect that each will be sufficiently capitalized to manage event-driven risk. Moreover, it has become clear in the last few years that the advantages of focused pure-play companies in the market outweigh the incremental benefits offered by Cendant's hedged portfolio." Four Strong Competitors "From inception," Mr. Silverman said, "each of the new companies will be a major competitor in its sector. Each will have leading brands and market positions, strong balance sheets, significant scale and world-class, experienced management teams." Mr. Silverman emphasized these key strengths of the new companies: · Real Estate Services is the leader in the residential real estate services sector ­ the largest real estate brokerage franchisor and operator, the world's premier employee relocation and mobility services company, and a leading provider of title agency and other settlement services. Travel Network encompasses Cendant's Travel Distribution Services division as well as RCI and Vacation Rental Group ­ with a powerful portfolio of global brands and a strong U.S. and international presence, it is a leader in the growing travel intermediary sector, and is the largest timeshare exchange company as well as the largest marketer of European vacation rentals. Hospitality is one of the world's largest lodging companies, with nine of the best-known brands, and the world's largest developer, marketer and manager of timeshares.

·

·

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·

Vehicle Rental Services, with two of the most-recognized brands in its sector, is one of the largest general-use car rental businesses in the U.S.

Experienced Managements The four new companies will be led by teams drawn from Cendant's current senior leadership. Richard A. Smith will be Chief Executive Officer of Real Estate Services, with Mr. Silverman serving as Non-Executive Chairman. At Travel Network, Mr. Silverman will serve as Chairman and Chief Executive Officer, with Samuel L. Katz as Vice Chairman and President. Hospitality will be headed by Stephen P. Holmes as Chairman and Chief Executive Officer, while Mr. Nelson will lead Vehicle Rental Services as its Chairman and Chief Executive Officer. "Cendant is fortunate to have these four world-class executives ­ Ron Nelson, Richard Smith, Steve Holmes and Sam Katz ­ to provide the new companies with the leadership they need," Mr. Silverman commented. "The best way for me to make a contribution is to help Richard and Sam launch these exciting new enterprises." Highest Governance Standards Each of the new companies' Board of Directors will be composed of a diverse group of experienced directors, with a majority of independent directors and a commitment to the highest standards of corporate governance. No Change in Operations; New Opportunities for Employees The Company emphasized that the planned transaction should not affect the operations of its business units and that generally customers, suppliers, franchisees and other business partners should see no changes in their relationships with Cendant businesses. It also emphasized that employees generally should not be affected. Mr. Nelson said, "The creation of four separate, pure-play companies will offer Cendant employees important new opportunities for growth. Most business unit and division employees won't see any significant changes in their day-to-day responsibilities. And many corporate employees will have new opportunities available to them in the four new companies. One of our highest priorities will be to ensure that as many employees as possible are placed in appropriate positions at the new companies." Strong Capitalization, Restructured Debt It is expected that the new companies will be prudently and conservatively capitalized, which is expected to offset any potential exposure to added market volatility they may face as focused businesses, while at the same time providing flexibility for long-term growth. Any refinancing of Cendant's corporate debt will be apportioned between Real Estate Services and Travel Network. Real Estate Services and Travel Network will share responsibility for the Company's contingent liabilities. It is expected that Hospitality and Vehicle Rental Services will have no legacy corporate debt but will assume the existing securitized debt related to timeshare and rental vehicle assets, respectively.

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Dividend and Share Repurchase Strategy The Company noted that it expects to continue to recommend to its Board of Directors payment of the regular $0.11 quarterly dividend until the separation is completed. Following the separation, it is currently expected that all four companies will pay dividends, which, in the aggregate, will approximate the dividend currently paid by Cendant. Individual company payments will be determined at a later date and will be within the discretion of the respective Boards of Directors, although Cendant anticipates that the Real Estate Services and Travel Network entities will pay the substantial majority of the post-separation aggregate dividend. The Company also said that, in light of the proposed transaction, it will re-assess its share repurchase targets as it refines the capital structure and credit ratings of each of the four new companies. Accordingly, while the Company's share repurchase authorization remains in place, its previously announced share repurchase target of $2 billion over the course of 2005 and 2006 is no longer operative. Company Headquarters and Names The Real Estate, Hospitality and Vehicle Rental companies are expected to continue to be based in Parsippany, N.J., where they are now located. Travel Network will headquarter at Cendant's current New York City office. No change in the location of the Company's workforce is anticipated. No new names have been selected yet for the new companies. That process will be completed prior to the completion of the separation. The Cendant name will be retired. Stock exchange listings for the four new publicly traded companies have not yet been determined. Cendant is being advised by Evercore Partners and JPMorgan in connection with this transaction, and its outside legal counsel is Skadden, Arps, Slate, Meagher & Flom LLP. Conditions Precedent to Completion of Transaction Consummation of the proposed transaction will be subject to certain conditions precedent, including final approval by Cendant's Board of Directors, receipt of a tax opinion of counsel and the filing and effectiveness of registration statements with the Securities and Exchange Commission. Also, the separation is subject to the completion of applicable refinancings. Approval of Cendant's shareholders is not required.

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Additional Information on Four New Companies The proposed four new companies will represent the following proportions of Cendant's estimated 2005 key financial metrics:
Real Estate Services (a) % of Cendant Estimated 2005 Revenue % of Cendant Estimated 2005 EBITDA (b) % of Cendant Estimated 2005 Pretax Earnings (b)
39--41%

Travel Network (a)
18--20%

Hospitality (a)
12--14%

Vehicle Rental Services (a)
27--29%

40--42%

28--30%

14--16%

14--16%

44--46%

21--23%

16--18%

15--17%

(a) 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. All percentages are based on the Company's guidance to be issued in connection with its third quarter 2005 earnings release (excluding the results of its former mortgage business). The percentages for Travel Network and Hospitality reflect the transfer of the Company's timeshare exchange business, RCI, and its European vacation rental business from Hospitality to Travel Network. The percentages have been provided for informational purposes and are not necessarily indicative of the results of future operations or the actual results that would have been achieved had the separation occurred at the beginning of 2005. (b) EBITDA percentages reflect the allocation of corporate overhead based upon Cendant's estimate of each company's relative consumption of Corporate services as a stand-alone public entity. Cendant's preliminary estimates indicate that the aggregate Corporate services costs incurred by the stand-alone entities will not exceed Cendant's total Corporate services costs. The pre-tax earnings percentages further reflect the allocation of (i) Corporate depreciation and amortization using the same methodology described above and (ii) Corporate debt interest expense based upon each company's proposed debt structure, under which Cendant expects its Corporate debt to be apportioned equally between Real Estate Services and Travel Network.

Additional information about the four new companies is appended below. Future Financial Results Cendant will report its third quarter results today after the market closes. Earnings per share were $0.44, which is consistent with the low end of the range of the Company's previous guidance. 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 the fourth quarter 2005, as compared with our previous projected growth of approximately 25%. Mr. 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 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

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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 will reduce its projection for fourth quarter 2005 earnings per share by $0.03 to $0.04 to a range of $0.23 to $0.26. This projection does not include any potential charges associated with the transaction." 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 and 19% EBITDA growth." The Company will not be providing specific earnings per share guidance for Cendant for 2006, as it is no longer relevant due to the contemplated transaction. The Company expects to provide guidance for each of the proposed new companies at its 2006 Investor Day, currently planned for February 2, 2006. Investor Conference Call Cendant will host a conference call to discuss this announcement today, Monday October 24, 2005, at 9:00 AM (ET). Investors may access the call live at www.cendant.com or by dialing 888-889-1958 within the United States, or 517-308-9005 for international callers, using the access code: "Cendant". A web replay will be available at www.cendant.com following the call. A telephone replay will be available from 12:00 PM (ET) on October 24, 2005 until midnight (ET) on October 31, 2005 at 866-455-0587 within the United States, or at 203-3691266 for international callers. About Cendant Corporation 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

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provide any assurances that the 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 transaction 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 forwardlooking 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 U.S. 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 transaction. 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 press release includes management's estimate of EBITDA growth from core operating segments for fourth quarter 2005. Management believes the most directly comparable GAAP measure would be "Net Income." As the Company has not yet completed its calculation of the gain resulting from the October 17, 2005 sale of its Marketing Services division, the Company is only capable of providing a reconciliation to Net Income before the results of Discontinued Operations. Provided below is a reconciliation of EBITDA to Income from Continuing Operations (which represents Net Income before the results of Discontinued Operations) for fourth quarter 2005 (projected) and 2004:
2005P $ 625 - 655 (70 - 55) 555 - 600 135 - 130 60 - 55 20 - 10 340 - 405 110 - 135 $ 230 - 270 2004 $ 575 9 8 592 141 66 3 382 134 $ 248

EBITDA for core operating segments Mortgage Services Corporate and Other Total Company EBITDA Less: Non-program related depreciation and amortization Less: Non-program related interest expense, net Less: Amortization of pendings and listings Pretax income Less: Provision for income taxes and minority interest Income from continuing operations ____

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Media Contacts: Elliot Bloom Cendant Corporation 212-413-1832 Walter Montgomery Robinson Lerer & Montgomery 646-805-2002 Rupert Younger Finsbury Group +44-207-251-3801

Investor Contacts: Sam Levenson Cendant Corporation 212-413-1834 Henry A. Diamond Cendant Corporation 212-413-1920

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VEHICLE RENTAL SERVICES Vehicle Rental Services is one of the largest general-use car rental operators in the U.S. and an industry leader in the car rental sector. It brings together two of the most recognized brands in the industry, Avis, a leading supplier to the business travel segment, and Budget, a top brand in the leisure travel market. Avis Rent A Car is recognized as an industry leader in applying new technologies and is one of the world's top brands for customer loyalty. Budget Rent A Car is the owner and franchisor of one of the world's best-known car rental brands. Budget Truck Rental is the second-largest consumer truck rental company in the United States, operating through a network of more than 2,800 locations throughout the continental United States, serving both the consumer and light duty commercial sectors. Combined, the two brands have an extended global reach that includes over 6,600 car and truck rental locations in the Americas, Australia, New Zealand and the Caribbean. Avis Rent A Car System, Inc. Avis and its subsidiaries operate the world's second-largest general-use car rental business, with approximately 2,000 locations in the United States, Canada, Australia, New Zealand and the Latin American/Caribbean region. It is a leading brand for customer loyalty, ranking as the number one car rental company in the 2005 Brand Keys® Customer Loyalty Index. Vehicle Rental Services will hold marketing agreements with Avis Europe Plc, a separately owned UK-based company owning or franchising an additional 3,000 Avis locations in Europe, Asia, the Middle East and Africa. Budget Rent A Car System, Inc. Budget operates and/or franchises approximately 1,800 rental locations in the U.S., Canada, Latin America, Caribbean, Australia and New Zealand. Today, as an industry leader, Budget continues to appeal to value-minded renters by offering quality vehicles and a rewarding rental experience. The Budget System in Europe, Africa and the Middle East is operated under a royalty-free license arrangement with Zodiac Europe Limited, an independent third party and an affiliate of Avis Europe, and is comprised of approximately 800 locations. Key Statistics Headquarters: Parsippany, N.J. Employees: 31,000 Worldwide car & truck locations (approx): 6,600 Airport car locations vs. Hertz: 175% Airport car locations vs. Enterprise: 200% Senior Executives Ronald L. Nelson, Chairman and CEO Robert Salerno, President and COO

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REAL ESTATE SERVICES Real Estate Services is a leader in the residential real estate services sector, operating the world's largest real estate brokerage franchisor, the largest U.S. residential real estate brokerage firm, a premier provider of employee relocation and global mobility services, as well as one of the country's leading providers of title agency and other settlement services. Real Estate Franchise Group The largest franchisor of real estate brokerages has more than 14,000 offices and 300,000 sales associates worldwide, including the following brands: Century 21® ­ World's largest residential real estate sales organization with 137,000 brokers and sales associates and over 7,500 independently owned and operated franchised broker offices in 39 countries and territories. Coldwell Banker® ­ One of the nation's oldest real estate companies with over 3,900 residential and commercial real estate offices and 125,000 sales associates in 28 countries. Coldwell Banker Commercial® ­ One of the nation's largest commercial real estate franchise operations with affiliates offering clients comprehensive buying, selling, leasing, acquisition, disposition and management services. ERA® ­ A growing residential real estate brokerage franchise system with over 2,700 offices, more than half of which are international. Sotheby's International Realty® ­ A luxury real estate network designed to connect the finest independent real estate companies to the most prestigious clientele in the world. Real Estate Brokerage Group NRT is the largest residential real estate brokerage company in the U.S. It owns and operates companies in more than 35 of the nation's largest metropolitan markets. NRT has more than 1,000 offices, 8,000 employees and over 60,000 sales associates nationwide. In 2004, NRT again posted an industry record with more than $200 billion in sales volume. Relocation Services Cendant Mobility is a premier provider of employee relocation and mobility services. It operates six global services centers on four continents. The company annually assists over 100,000 employees around the globe for a broad client base including nearly two-thirds of the Fortune 50, as well as government agencies and affinity organizations. The performance-based Cendant Mobility Broker Network closed over 70,000 properties on behalf of Cendant Mobility clients in 2004. Title and Settlement Services Cendant Settlement Services Group is one of the nation's leading full-service title, settlement, and vendor management services companies. It serves real estate companies, affinity groups, corporations and financial institutions in support of residential and commercial real estate transactions. Key Statistics Headquarters: Parsippany, N.J. Employees: 15,000 Senior Executives Henry R. Silverman, Non-Executive Chairman Richard A. Smith, CEO

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HOSPITALITY Hospitality is the world's largest lodging franchisor, with nearly 6,500 hotels on five continents under nine brand names. Hospitality is also the world's largest timeshare developer with over 140 resorts throughout North America and the South Pacific. Currently comprised of Fairfield Resorts and Trendwest Resorts, the Timeshare Resort Group accounts for more than 760,000 owner families worldwide. Hotel Group This group is one of the world's largest lodging companies, with nearly 6,500 hotels and approximately 540,000 rooms on five continents. Its TripRewards® loyalty program, the lodging industry's largest based on the number of participating hotels, has grown to more than 4 million members in its first year. The group totals more than 5,300 employees and is headquartered in Parsippany, N.J. Wyndham® -- 109 hotels and resorts in the United States, Caribbean and Mexico Ramada® ­ 977 hotels and resorts worldwide Days Inn® ­ 1,863 hotels worldwideSuper 8® ­ 2,072 motels in the United States, Canada and ChinaWingate Inn® ­ 143 hotels and resorts in the United States and Canada Howard Johnson® ­ 457 hotels worldwide Travelodge® ­ 521 hotels in the United States, Canada and Mexico AmeriHost Inn® ­ 104 hotels in the United States Knights Inn® ­ 212 motels in the United States and Canada Timeshare Resort Group The group consists of Fairfield Resorts and Trendwest Resorts, and is the largest vacation ownership company in the world with over 140 resorts, more than 13,000 individual timeshare units, and over 760,000 owner families. The group totals more than 14,000 employees and is headquartered in Orlando, Fla. Fairfield Resorts specializes in the development and marketing of travel products including vacation ownership intervals at over 70 resorts throughout the U.S. Fairfield was one of the first U.S. developers to move from traditional fixed-week timeshare ownership to a points-based exchange program with the launch of FairShare Plus in 1991. Trendwest Resorts is a leading vacation ownership company offering a network of resorts with a flexible points-based system of ownership. The company currently operates 57 WorldMark resorts in the United States, British Columbia, Mexico and Fiji. Key Statistics Headquarters: Parsippany, NJ Employees: 19,000 Worldwide Hotels: Nearly 6,500 Senior Executives Stephen P. Holmes, Chairman and CEO Franz Hanning, CEO, Timeshare Resort Group Steven A. Rudnitsky, CEO, Hotel Group

Worldwide Timeshare Resorts: 143 TripRewards Membership: 4,100,000 Timeshare Owner Families: 760,000

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TRAVEL NETWORK
Travel Network (TN) is a leading global travel network focused on operating across both the consumer direct and business-to-business channels, providing the most comprehensive blend of technology and content available in the industry today. TN's customers include travel agencies, tour operators, resort developers, corporate travel buyers, airlines, hotels, car rental companies and online and offline consumers. With over 17,000 employees in approximately 140 countries, TN is the most geographically diverse and vertically integrated travel company in the global travel industry today with unparalleled scale. Some of TN's major business activities are: Business to Business · Group travel and wholesale services including hotels, transfers and sight seeing provided by Gullivers Travel Associates. · Global Distribution System (GDS) services provided to travel agencies, suppliers and corporations through Galileo. · Corporate travel management services provided by Travelport and Orbitz for Business, for corporations seeking fully managed on-line travel. · Hotel inventory management and connectivity solutions provided by TRUST/Wizcom. · Travel business intelligence provided by Shepherd Systems for airlines, travel agencies and travel-related companies. Business to Consumer · Consumer retail travel through brands such as Orbitz and Cheap Tickets in the U.S. and the ebookers, HotelClub.com, RatesToGo.com, aoyou.com and OctopusTravel.com brands internationally. Vacation Network Group · Formed by the combination of RCI and Vacation Rental Group, Vacation Network Group offers leisure accommodations, including more than 55,000 villas and cottages; vacation ownership condominiums; and bungalow parks and campgrounds throughout the U.S., Europe and Asia Pacific through brands such as RCI, Landal Green Parks, English Country Cottages and Novosol. VNG includes luxury private residency clubs and a number of travel destination clubs. · Through Leisure Real Estate Solutions, provides consultancy services to resort developers and real estate investors. Key Statistics: Headquarters: New York, N.Y. Employees: 17,000 Travel agencies served: Over 50,000 Hotel properties served: 59,000 Global locations: 140 countries Vacation properties: 55,000 Exchange and rental customers: 4.4 million GDS revenue in comparison to total TN revenue: Americas ­ 18%; International markets ­ 27% Gross bookings (direct and indirect): 10 billion online; 47 billion offline Senior Executives: Henry R. Silverman, Chairman and CEO Samuel L. Katz, Vice Chairman and President Kenneth N. May, Chairman and CEO, Vacation Network Group

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Trilegiant - Home Case 1:06-cv-00041-JJF

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Continuing our more than 30year tradition of providing best-inclass, highvalue loyalty and affinity programs to the world's leading financial service and retail companies Interested in marketing with Trilegiant? © Trilegiant Corporation 2000-2004
About Trilegiant - Our Programs - Strategic Alliances - Loyalty Solutions - Media Center - Career Center - Privacy Center Contact Us - Site Map - Search

http://www.trilegiant.com/

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About Us
We are the premier membership-based provider of travel, shopping, health, dental, entertainment, and consumer protection services. Through our membership club and loyalty product businesses, we provide products and services that touch the lives of more than 100 million people across America. Our individual membership club and loyalty-building programs offer exceptional values, savings, convenience and protection to our customers. Our business began in 1973 and has grown to serve more than 25 million members across America. Our 3,000 employees deliver high-value programs and services to our members. These programs, combined with superlative service and turnkey operations, help enhance brand loyalty and revenue for our affinity marketing partners. We offer consumers a risk-free opportunity to sample and join our programs. We stand behind our programs with a generous free trial and a money-back guarantee. Our members save money, enjoy the convenience of shopping at home or online, and find value in their membership. That is why they join our programs - and stay with them - at very high levels. Our corporate headquarters are located at 100 Connecticut Avenue in Norwalk, CT 06850 (203.956.1000). We operate seven additional facilities in six states. We are the successor to Cendant Membership Services, Inc. and Cendant Incentives.

About Us: Corporate Officers - Contact Us About Trilegiant - Our Programs - Strategic Alliances - Loyalty Solutions - Media Center - Career Center - Privacy Center Home - Contact Us - Site Map - Search

http://www.trilegiant.com/about/

2/10/2006

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Our Programs
Today, the average vehicle in the United States is 8 years old and has traveled 80,000 miles. Each year, an average American spends $653 on vehicle maintenance. Maintaining a new car can be even more expensive: Manufacturers recommend spending more than $1,000 each year. AutoVantage Gold offers its members a way to beat the high cost of buying and maintaining a car. AutoVantage Gold benefits include: Service Center Network Significant discounts on nearly every type of automotive maintenance and repair at more than 20,000 participating service centers nationwide. Emergency Roadside Assistance 24-hour, 7-day-a-week, toll-free phone number for emergency roadside assistance from more than 10,000 service providers nationwide (up to $80 per occurrence). New Car Summaries Detailed model evaluations, including road test data, warranty information, factory invoice pricing, standard and optional equipment, and manufacturers suggested retail price. Buying Program