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Large accelerated filer x	Accelerated filer o	Non-accelerated filer o

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	—	the high level of competition in the vehicle rental industry;
	—	an increase in the cost of new vehicles;
	—	a decrease in our ability to acquire or dispose of cars through repurchase programs;
	—	a decline in the results of operations or financial condition of the manufacturers of our cars;
	—	a downturn in airline passenger traffic in the United States or in the other international locations in which we operate;
	—	an occurrence or threat of terrorism, pandemic disease, natural disasters or military conflict in the markets in which we operate;
	—	our dependence on third-party distribution channels;
	—	a disruption in rental activity during our peak season in key market segments;
	—	a disruption in our ability to obtain financing for our operations, including the funding of our vehicle fleet via the asset-backed securities and lending market;
	—	a significant increase in interest rates or in borrowing costs;
	—	a substantial increase in fuel costs;
	—	a major disruption in our communication or centralized information networks;
	—	our failure or inability to comply with regulations and any changes in regulations;
	—	our failure or inability to make the changes necessary to operate effectively following completion of the Separation Plan (defined below); and
	—	other economic, competitive, governmental, regulatory, geopolitical and technological factors affecting our operations, pricing or services.

	—	risks inherent in the separation and related transactions, including risks related to new borrowings, and costs of the proposed transactions related to the Separation Plan (specifically the anticipated sale of Travelport);
	—	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 Cendant’s overall operating performance and changes in the operating performance of Avis Budget Group or Travelport;
	—	access to financing sources and changes in credit ratings, including those that have resulted and may result from the Separation Plan;

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	—	the terms of agreements among the separated companies, including the allocations of assets and liabilities, including contingent liabilities and guarantees, commercial arrangements and the performance of each of the separating companies’ obligations under these agreements;
	—	increased demands on Cendant’s management team in connection with the execution and performance of the proposed transactions, in addition to their regular day-to-day management responsibilities; and
	—	the ability of Cendant to complete a sale of Travelport, which is subject to certain conditions precedent.

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Item 1.	Financial Statements

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1.	Basis of Presentation and Recently Issued Accounting Pronouncements

	Basis of Presentation

	As of June 30, 2006, Cendant Corporation was a global provider of real estate and travel services. Upon completion of the distributions of shares of Realogy Corporation (“Realogy”) and Wyndham Worldwide Corporation (“Wyndham”) to the Company’s stockholders on July 31, 2006, which are further described below, and the anticipated sale of Travelport, Inc. in August 2006, the Company’s continuing operations will consist of Avis Budget Group, which provides car and truck rentals and ancillary services to businesses and consumers in the United States and internationally.
	The accompanying unaudited Consolidated Condensed Financial Statements include the accounts and transactions of Cendant Corporation and its subsidiaries (“Cendant”), as well as entities in which Cendant directly or indirectly has a controlling financial interest (collectively, the “Company”).
	As of June 30, 2006, the Company operated in the following business segments:

	—	Realogy (formerly known as the Real Estate Services segment)—Franchises the real estate brokerage businesses of Realogy’s four residential brands and one commercial brand, provides real estate brokerage services, facilitates employee relocations and provides home buyers with title and closing services (this business was spun-off on July 31, 2006—see below for further information).
	—	Hospitality Services—Franchises ten lodging brands, facilitates the exchange of vacation ownership intervals and markets vacation rental properties (this business was spun-off on July 31, 2006—see below for further information).
	—	Timeshare Resorts—Markets and sells vacation ownership interests, or VOIs, to individual consumers, provides consumer financing in connection with the sale of VOIs and provides property management services at resorts (this business was spun-off on July 31, 2006—see below for further information).
	—	Avis Budget Group (formerly known as the Vehicle Rental segment)—Operates and franchises our car and truck rental brands.
	—	Mortgage Services—provided home buyers with mortgage lending services through January 31, 2005 (see Note 17—Spin-off of PHH Corporation).

	In presenting the Consolidated Condensed Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Consolidated Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. The Company made a reclassification to reflect an immaterial correction to prior year vehicle-related revenues and operating expenses to conform to the current year gross reporting presentation for vehicle licensing and airport concession fees, which resulted in additional vehicle-related revenues and operating expenses of $88 million and $165 million during the three and six months ended June 30, 2005, respectively. Such amounts had been previously presented on a net basis. This correction had no effect on previously reported pretax income. Additionally, for the six months ended June 30, 2006, the Company has separately disclosed the operating, investing and financing portions of cash flows attributable to its discontinued operations (as described in more detail below), which in prior periods were reported on a combined basis as a single amount. These financial statements should be read in conjunction with the Company’s 2005 Annual Report on Form 10-K filed on March 1, 2006.
	Discontinued Operations. In January 2005, the Company completed the spin-off of its former mortgage, fleet leasing and appraisal businesses in a tax-free distribution of the common stock of PHH Corporation (“PHH”) to the Company’s stockholders. In February 2005, the Company completed an initial public offering of Wright Express Corporation, its former fuel card subsidiary, and in October 2005, the Company sold its former Marketing Services division, which was comprised of its individual membership and loyalty/insurance marketing businesses. Also, in June 2006, the Company entered into a definitive agreement to sell Travelport, the companies that comprise the Company’s travel distribution services businesses, for approximately $4.3 billion. The Company recorded a non-cash impairment charge of approximately $1.0 billion in second quarter 2006 to reflect the difference between Travelport’s carrying value and its estimated fair value, less costs to dispose. There was no tax benefit recorded in connection

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	with this charge. The Company also expects that in third quarter 2006, it will incur an additional loss on the sale of Travelport in connection with certain transaction-specific costs the Company may not recognize until the sale is consummated. Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the account balances and activities of Wright Express, the former fleet leasing and appraisal businesses, the former Marketing Services division and Travelport have been segregated and reported as discontinued operations for all periods presented. The Company’s former mortgage business has not been classified as a discontinued operation due to Realogy’s participation in a mortgage origination venture that was established with PHH in connection with the spin-off (see Note 17—Spin-off of PHH Corporation for more information on the venture). Summarized financial data for the aforementioned businesses are provided in Note 2—Discontinued Operations.
	Management Programs. The Company presents separately the financial data of its management programs. These programs are distinct from the Company’s other activities since the assets are generally funded through the issuance of debt that is collateralized by such assets. Specifically, in the Company’s vehicle rental, relocation, and vacation ownership and rental businesses, assets under management programs are funded through borrowings under asset-linked funding or other similar arrangements. Additionally, through January 31, 2005, in the Company’s former mortgage services business, assets under management programs were funded through borrowings under asset-linked funding arrangements or unsecured borrowings at its former PHH subsidiary. The income generated by these assets is used, in part, to repay the principal and interest associated with the debt. Cash inflows and outflows relating to the generation or acquisition of such assets and the principal debt repayment or financing of such assets are classified as activities of the Company’s management programs. The Company believes it is appropriate to segregate the financial data of its management programs because, ultimately, the source of repayment of such debt is the realization of such assets.

	Separation Plan

	In October 2005, the Company’s Board of Directors preliminarily approved a plan to separate Cendant into four independent, publicly traded companies:

	—	Realogy Corporation—encompasses the Company’s Realogy segment.
	—	Wyndham Worldwide Corporation—encompasses the Company’s Hospitality Services and Timeshare Resorts segments.
	—	Travelport, Inc.—will encompass the Company’s current Travel Distribution Services segment, which is now presented as a discontinued operation.
	—	Avis Budget Group, Inc.—will encompass the Company’s current Avis Budget Group segment.

	On April 24, 2006, the Company announced that in addition to continuing to pursue its original plan to distribute all of the shares of common stock of Travelport to its stockholders, the Company would also explore opportunities for the sale of such business. On June 30, 2006, the Company entered into a definitive agreement to sell Travelport, as discussed above, and on July 31, 2006 distributed all of the shares of common stock of Realogy and Wyndham to the Company’s stockholders (see Note 18—Subsequent Events for further information on the separation plan). During the three and six months ended June 30, 2006, the Company incurred costs of $49 million and $85 million, respectively, in connection with executing this plan, consisting primarily of legal, accounting, other professional and consulting fees and various employee costs.
	In connection with its execution of the separation plan, the Company has also repaid certain of its debt and revolving credit facilities and consummated new financing arrangements (see Note 11—Long-Term Debt and Borrowing Arrangements and Note 18—Subsequent Events for further information).

	Changes in Accounting Policies during 2006

	Timeshare Transactions. In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions,” in connection with the previous issuance of the American Institute of Certified Public Accountants’ Statement of Position No. 04-2, “Accounting for Real Estate Time-Sharing Transactions” (“SOP 04-2”). SFAS No. 152 provides guidance on revenue recognition for timeshare transactions, accounting and presentation for the uncollectibility of timeshare contract receivables, accounting for costs of sales of vacation ownership interests and related costs, accounting for operations during holding periods, and other transactions associated with timeshare operations.
	The Company’s revenue recognition policy for timeshare transactions has historically mandated a 10% minimum down payment (initial investment) as a prerequisite to recognizing revenue on the sale of a vacation ownership interest. SFAS No. 152 requires that the Company consider the fair value of certain incentives provided to the buyer

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	when assessing whether such threshold has been achieved. If the buyer’s investment has not met the minimum investment criteria of SFAS No. 152, the revenue associated with the sale of the vacation ownership interest and the related cost of sales and direct costs are deferred until the buyer’s commitment satisfies the requirements of SFAS No. 152. In addition, certain costs previously included in the Company’s percentage-of-completion calculation prior to the adoption of SFAS No. 152 are now expensed as incurred rather than deferred until the corresponding revenue is recognized.
	SFAS No. 152 requires the Company to record the estimate of uncollectible timeshare contract receivables at the time a timeshare transaction is consummated as a reduction of net revenue. Prior to the adoption of SFAS No. 152, the Company recorded such provisions within operating expense on the accompanying Consolidated Condensed Statements of Income.
	SFAS No. 152 also requires that revenue in excess of costs associated with the rental of unsold units be accounted for as a reduction to the carrying value of timeshare inventory (which reduces the cost of such inventory when it is sold), and that costs in excess of revenues associated with the rental of unsold units be charged to expense as incurred. Prior to the adoption of SFAS No. 152, rental revenues and expenses were separately recorded in the Consolidated Condensed Statements of Income.
	The Company adopted the provisions of SFAS No. 152 effective January 1, 2006, as required, and recorded an after tax charge of $65 million ($0.06 per diluted share) during the six months ended June 30, 2006 as a cumulative effect of an accounting change, which consists of a pre-tax charge of $105 million representing the deferral of revenue and costs associated with sales of vacation ownership interests that were recognized prior to January 1, 2006, the recognition of certain expenses that were previously deferred and an associated tax benefit of $40 million. There was no impact to cash flows from the adoption of SFAS No. 152.
	Stock-Based Compensation. On January 1, 2003, the Company adopted the fair value method of accounting for stock-based compensation of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”) and the prospective transition method of SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure.” Accordingly, the Company has recorded stock-based compensation expense for all employee stock awards that were granted or modified subsequent to December 31, 2002.
	In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” (“SFAS No. 123R”) which eliminates the alternative to measure stock-based compensation awards using the intrinsic value approach permitted by APB Opinion No. 25 and by SFAS No. 123. The Company adopted SFAS No. 123R on January 1, 2006, as required, under the modified prospective application method. Because the Company recorded stock-based compensation expense for all outstanding employee stock awards prior to the adoption of SFAS No. 123R, the adoption of such standard did not have a significant impact on the Company’s results of operations. However, the Company recorded an after tax credit of $1 million during the six months ended June 30, 2006 as a cumulative effect of an accounting change, which represents the Company’s estimate of total future forfeitures of stock-based awards outstanding as of January 1, 2006 (see Note 15—Stock-Based Compensation for further information).

	Recently Issued Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which is an interpretation of SFAS No. 109, “Accounting for Income Taxes.” FIN 48 provides measurement and recognition guidance related to accounting for uncertainty in income taxes. FIN 48 also requires increased disclosure with respect to the uncertainty in income taxes. The Company will adopt the provisions of FIN 48 on January 1, 2007, as required, and is currently evaluating the impact of such adoption on its financial statements.

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2.	Discontinued Operations

	Summarized statement of income data for discontinued operations is as follows:

	Three Months Ended June 30, 2006

	(a)	Represents payments received from Wright Express in connection with a tax receivable agreement pursuant to which Wright Express is obligated to make payments to the Company over a 15 year term. The Company currently expects such payments to aggregate over $400 million. However, the actual amount and timing of receipt of such payments are dependent upon a number of factors, including whether Wright Express earns sufficient future taxable income to realize the full tax benefit of the amortization of certain assets.
	(b)	Represent payments in connection with a guarantee obligation made to the Company’s former Marketing Services division.

	Three Months Ended June 30, 2005

	(a)	Represents payments received from Wright Express in connection with a tax receivable agreement. See above for further information.

	Six Months Ended June 30, 2006

	(a)	Represents payments received from Wright Express in connection with a tax receivable agreement. See above for further information.
	(b)	Represent payments in connection with a guarantee obligation made to the Company’s former Marketing Services division.

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	Six Months Ended June 30, 2005

	(a)	Results are through the dates of disposition.
	(b)	The provision for income taxes reflects a $24 million charge associated with separating the appraisal business from the Company in connection with the PHH spin-off.

	Summarized balance sheet data for discontinued operations are as follows:

	(a)	The balance as of June 30, 2006 and December 31, 2005 includes $265 million and $350 million, respectively, under the Company’s revolving credit facility, as Travelport is the primary obligor for such borrowings.

3.	Earnings Per Share

	The following table sets forth the computation of basic and diluted earnings per share (“EPS”).

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	(*)	Excludes restricted stock units for which performance-based vesting criteria have not been achieved. Also does not reflect (i) 49 million and 38 million outstanding common stock options that were antidilutive during the three months ended June 30, 2006 and 2005, respectively, (ii) 84 million and 24 million outstanding common stock options that were antidilutive during the six months ended June 30, 2006 and 2005, respectively and (iii) 2 million outstanding warrants during the three and six months ended June 30, 2006 that were antidilutive. The increase in the number of antidilutive options for the three months ended June 30, 2006 represents approximately 11 million options that became “out-of-the-money” as a result of a decrease in the average stock price between the three months ended June 30, 2006 ($16.64) and the three months ended June 30, 2005 ($20.96). The increase in the number of antidilutive options for the six months ended June 30, 2006 represents approximately 60 million options that became “out-of-the-money” as a result of a decrease in the average stock price between the six months ended June 30, 2006 ($16.65) and the six months ended June 30, 2005 ($21.32). The weighted average exercise price for antidilutive options for the three months ended June 30, 2006 and 2005 was $18.22 and $25.85, respectively. The weighted average exercise price for antidilutive options for the six months ended June 30, 2006 and 2005 was $21.49 and $28.50, respectively. The weighted average exercise price for antidilutive warrants at June 30, 2006 was $21.31.

4.	Acquisitions

	Assets acquired and liabilities assumed in business combinations were recorded on the Company’s Consolidated Condensed Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Company’s Consolidated Condensed Statements of Income since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final information, including appraisals and other analyses. Any revisions to the fair values, which may be significant, will be recorded by the Company as further adjustments to the purchase price allocations. The Company is also in the process of integrating the operations of its acquired businesses and expects to incur costs relating to such integrations. These costs may result from integrating operating systems, relocating employees, closing facilities, reducing duplicative efforts and exiting and consolidating other activities. These costs will be recorded as adjustments to the purchase price or as expenses, as appropriate.
	Texas American Title Company. On January 6, 2006, the Company completed the acquisition of multiple title companies in Texas in a single transaction for total consideration of $109 million, which includes $32 million in cash, net of cash acquired of $60 million, plus a $10 million note (subject to potential downward adjustment) payable within two years of the closing date, and $7 million of assumed liabilities. These entities provide title and closing services, including title searches, title insurance, home sale escrow and other closing services. This acquisition resulted in goodwill (based on the preliminary purchase price) of $30 million, none of which is expected to be deductible for tax purposes. Such goodwill was assigned to the Company’s Realogy segment. This acquisition also resulted in $40 million of other intangible assets. This acquisition expanded the Company’s agency business into Texas and added a wholly-owned underwriter of title insurance to the title and settlement services portfolio.
	Other. During the six months ended June 30, 2006, the Company acquired eleven real estate brokerage operations through its wholly-owned subsidiary, NRT Incorporated (“NRT”), for $71 million in cash, in the aggregate, which resulted in goodwill (based on the preliminary allocation of the purchase price) of $69 million that was assigned to the Company’s Realogy segment, all of which is expected to be deductible for tax purposes. These acquisitions also resulted in $4 million of other intangible assets.
	In addition, the Company acquired fourteen other individually non-significant businesses within several of its reportable segments during the six months ended June 30, 2006 for aggregate consideration of $79 million in cash,

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	which resulted in goodwill (based on the preliminary allocation of the purchase price) of $2 million, all of which is expected to be deductible for tax purposes. The goodwill was assigned to the Company’s Realogy segment. These acquisitions also resulted in $75 million of other intangible assets.
	These acquisitions were not significant to the Company’s results of operations, financial position or cash flows.

	Acquisition and Integration Related Costs

	During the three and six months ended June 30, 2006, the Company incurred acquisition and integration related costs of $3 million and $11 million, respectively, of which $2 million and $9 million, respectively, represented amortization of its contractual pendings and listings intangible assets, which were acquired primarily in connection with the acquisitions of real estate brokerages by NRT. The Company segregated the pendings and listings amortization to enhance the comparability of its results of operations since these intangible assets are amortized over a short period of time (generally four to five months). The remaining costs of $1 million and $2 million, respectively, reflect the integration of the real estate brokerages acquired by NRT.
	During the three and six months ended June 30, 2005, the Company incurred acquisition and integration related costs of $4 million and $8 million, respectively, of which $3 million and $6 million, respectively, represented amortization of its contractual pendings and listings intangible assets, all of which were acquired in connection with the acquisitions of real estate brokerages by NRT. The remaining costs of $1 million and $2 million, respectively, reflect the integration of the real estate brokerages acquired by NRT.

5.	Intangible Assets

	Intangible assets consisted of:

	The changes in the carrying amount of goodwill are as follows:

	(a)	Primarily relates to the acquisitions of real estate brokerages by NRT (January 2006 and forward) and the acquisition of Texas American Title Company (see Note 4—Acquisitions).
	(b)	Primarily relates to the acquisitions of real estate brokerages by NRT, including earnouts.
	(c)	Primarily relates to the acquisition of the Wyndham Hotels and Resorts brand (October 2005).
	(d)	Primarily relates to the acquisition of Budget licensees (April 2005 and forward).
	(e)	Primarily relates to earnouts for the acquisitions of real estate brokerages by NRT prior to 2005.

	(f)	Primarily relates to foreign exchange translation adjustments.

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	Amortization expense relating to all intangible assets was as follows:

	(*)	Includes pendings and listings amortization expense during the three months ended June 30, 2006 and 2005 of $2 million and $3 million, respectively, and during the six months ended June 30, 2006 and 2005 of $9 million and $6 million, respectively.

6.	Restructuring and Transaction-Related Charges

During the three and six months ended June 30, 2005, the Company recorded $1 million and $40 million, respectively, of restructuring and transaction-related charges, of which $1 million and $37 million, respectively, was incurred as a result of restructuring activities undertaken following the PHH spin-off and the IPO of Wright Express, and $3 million relates to transaction costs incurred during the six months ended June 30, 2005 in connection with the PHH spin-off. The restructuring activities were targeted principally at reducing costs, enhancing organizational efficiency and consolidating and rationalizing existing processes and facilities. The more significant areas of cost reduction include the closure of a call center and field locations of the Company’s truck rental business, consolidation of processes and offices in the Company’s real estate brokerage business and reductions in staff within the Hospitality Services segment and the Company’s corporate functions. The remaining liability relating to these actions was $1 million and $6 million at June 30, 2006 and December 31, 2005, respectively, and primarily relates to obligations under terminated leases.

7.	Vehicle Rental Activities

	The components of the Company’s vehicle-related assets under management programs are as follows:

	The components of vehicle depreciation, lease charges and interest, net, are summarized below:

	(*)	Amounts for the three and six months ended June 30, 2006 exclude $30 million of interest expense related to $1,875 million of fixed and floating rate borrowings of Avis Budget Car Rental, LLC. Such interest is recorded within non-program related interest expense, net on the accompanying Consolidated Condensed Statement of Income.

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8.	Income Taxes

	The Company’s effective tax rate from continuing operations for the six months ended June 30, 2006 is 39.0%. Such rate differs from the Federal statutory rate of 35.0% primarily due to state and local income taxes.
	The Company’s effective tax rate from continuing operations for the six months ended June 30, 2005 is 40.9%. Such rate differs from the Federal statutory rate of 35.0% primarily due to the non-deductibility of the $180 million valuation charge associated with the PHH spin-off and state and local income taxes, partially offset by a tax benefit of $55 million related to asset basis differences.

9.	Other Current Assets

	Other current assets consisted of:

	(a)	The increase in timeshare inventory at June 30, 2006 is primarily due to increased timeshare activity and the adoption of SFAS No. 152.

10.	Accounts Payable and Other Current Liabilities

	Accounts payable and other current liabilities consisted of:

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11.	Long-term Debt and Borrowing Arrangements

	Long-term debt consisted of:

	(a)	During July 2006, the Company discharged its obligations with respect to an aggregate principal amount of $950 million due in August 2006 under the 67/8 % and 4.89% notes.
	(b)	The Company repaid substantially all of these notes on July 28, 2006 (see Note 18—Subsequent Events for further information).
	(c)	In connection with the Company’s execution of its separation plan, Avis Budget Car Rental, LLC, the parent company of the Company’s vehicle rental operations, borrowed $1,875 million in April 2006, which consists of (i) $1,000 million of unsecured fixed rate notes and floating rate senior notes and (ii) an $875 million secured floating rate term loan under a senior credit facility. The floating rate term loan and floating rate senior notes bear interest at three month LIBOR plus 125 basis points and three month LIBOR plus 250 basis points, respectively.
	(d)	As of June 30, 2006, this balance represents $212 million of mark-to-market adjustments on current interest rate hedges, partially offset by $89 million of net gains resulting from the termination of interest rate hedges. As of December 31, 2005, the balance represents $153 million of net mark-to-market adjustments on current interest rate hedges, partially offset by $106 million of net gains resulting from the termination of interest rate hedges.
	(e)	The balances as of June 30, 2006 and December 31, 2005 include $850 million and $100 million of borrowings under the Company’s 67/8% and 4.89% notes, respectively, due in August 2006. The balance at June 30, 2006 also includes (i) aggregate principal of approximately $2.5 billion outstanding under the Company’s 61/4% notes due in January 2008 and March 2010, 73/8% notes due in January 2013 and 71/8 % notes due in March 2015 and (ii) $200 million of borrowings under the Company’s $2.0 billion revolving credit facility, which are classified as current as such borrowings were repaid in July 2006.

	At June 30, 2006, the committed credit facilities and commercial paper program available to the Company at the corporate level were as follows:

	(a)	Outstanding borrowings include $200 million under the Company’s $2.0 billion revolving credit facility. The outstanding borrowings above do not include $265 million of borrowings for which the Company’s Travelport subsidiary is the primary obligor. This amount is included within liabilities of discontinued operations on the Company’s Consolidated Condensed Balance Sheet at June 30, 2006. In addition to the letters of credit issued as of June 30, 2006, the revolving credit facility contains the committed capacity to issue an additional $1,340 million in letters of credit. Total capacity under this program was reduced from $3.5 to $2.0 billion in 2006. The Company repaid and terminated this facility on July 28, 2006 and refinanced the $265 million of borrowings for which the Company’s Travelport subsidiary is the primary obligor (see Note 18—Subsequent Events).

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	(b)	This secured revolving credit facility was entered into by Avis Budget Car Rental, LLC in April 2006, has a five year term and currently bears interest at one month LIBOR plus 150 basis points.
	(c)	Final maturity date is July 2010.

	During second quarter 2006, Realogy entered into (i) a $1,650 million credit facility consisting of a $1,050 million revolving credit facility and a $600 million term loan facility and (ii) a $1,325 million interim loan facility. No amounts were outstanding under any of these facilities at June 30, 2006. The Company does not have any obligations related to these facilities, nor does the Company have access to these facilities, as they were entered into by Realogy, which was spun-off on July 31, 2006 (see Note 18—Subsequent Events).
	As of June 30, 2006, the Company also had $400 million of availability for public debt or equity issuances under a shelf registration statement.
	Certain of the Company’s debt instruments and credit facilities contain restrictive covenants, including restrictions on indebtedness, mergers, limitations on liens, liquidations and sale and leaseback transactions, and also require the maintenance of certain financial ratios. At June 30, 2006, the Company was in compliance with all restrictive and financial covenants. The Company’s debt instruments permit the debt issued thereunder to be accelerated upon certain events, including the failure to pay principal when due under any of the Company’s other debt instruments or credit facilities subject to materiality thresholds. The Company’s credit facilities permit the loans made thereunder to be accelerated upon certain events, including the failure to pay principal when due under any of the Company’s debt instruments subject to materiality thresholds.

12.	Debt Under Management Programs and Borrowing Arrangements

	Debt under management programs (including related party debt due to Cendant Rental Car Funding (AESOP) LLC (“Cendant Rental Car Funding”)) consisted of:

	(a)	The change in the balance at June 30, 2006 principally reflects the payment of vehicle-backed notes with a portion of the proceeds from the issuance $1,875 million of fixed and floating rate notes by Avis Budget Car Rental, LLC in April 2006, partially offset by the issuance of floating rate vehicle-backed notes at various interest rates to support the acquisition of vehicles used in the Company’s vehicle rental business.

The following table provides the contractual maturities of the Company’s debt under management programs (including related party debt due to Cendant Rental Car Funding) at June 30, 2006 (except for notes issued under the Company’s timeshare program where the underlying indentures require payments based on cash inflows relating to the corresponding assets under management programs and for which estimates of repayments have been used):

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	As of June 30, 2006, available funding under the Company’s management programs (including related party debt due to Cendant Rental Car Funding) consisted of:

	(a)	Capacity is subject to maintaining sufficient assets to collateralize debt.
	(b)	The outstanding debt is collateralized by approximately $8.2 billion of underlying vehicles (the majority of which are subject to manufacturer repurchase obligations) and related assets.
	(c)	The outstanding debt is collateralized by approximately $1.4 billion of underlying vehicles (the majority of which are subject to manufacturer repurchase obligations) and related assets.
	(d)	The outstanding debt is collateralized by approximately $3.2 billion of timeshare-related assets. Borrowings under the Company’s asset-linked facility ($600 million) are also recourse to Cendant.
	(e)	The outstanding debt is collateralized by $946 million of underlying relocation receivables and related assets.

	(f)	The outstanding debt consists of $145 million of capital leases and $70 million of bank debt. The bank debt is collateralized by $103 million of land and related vacation rental assets. The capital lease obligations have corresponding assets classified within assets under management programs on the Company’s Consolidated Condensed Balance Sheet as of June 30, 2006.

Certain of the Company’s debt instruments and credit facilities related to its management programs contain restrictive covenants, including restrictions on dividends paid to the Company by certain of its subsidiaries and indebtedness of material subsidiaries, mergers, limitations on liens, liquidations, and sale and leaseback transactions, and also require the maintenance of certain financial ratios. At June 30, 2006, the Company was in compliance with all financial covenants of its debt instruments and credit facilities related to management programs.

13.	Commitments and Contingencies

	The Internal Revenue Service (“IRS”) is currently examining the Company’s taxable years 1998 through 2002. Over the course of this audit, the Company has responded to various requests for information, primarily focused on the 1999 statutory merger of the Company’s former fleet business; the calculation of the stock basis in the 1999 sale of a subsidiary; and the deductibility of expenses associated with the shareholder class action litigation. To date, the Company has not agreed to any IRS proposed adjustments related to such period. Although the Company believes it has appropriate support for the positions taken on its tax returns, the Company has recorded a liability for its best estimate of the probable loss on certain of these positions. The Company believes that its accruals for tax liabilities are adequate for all open years, based on its assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes its recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions. While the Company believes that the estimates and assumptions supporting its assessments are reasonable, the final determination of tax audits and any related litigation could be materially different than that which is reflected in historical income tax provisions and recorded assets and liabilities. Based on the results of an audit or litigation, a material effect on our income tax provision, net income, or cash flows in the period or periods for which that determination is made could result.
	The Company is involved in litigation asserting claims associated with accounting irregularities discovered in 1998 at former CUC business units outside of the principal common stockholder class action litigation. While the Company has an accrued liability of approximately $70 million recorded on its Consolidated Condensed Balance Sheet as of June 30, 2006 for these claims based upon its best estimates, it does not believe that it is feasible to predict or determine the final outcome or resolution of any unresolved proceedings. The Company does not believe that the impact of any unresolved proceedings should result in a material liability to the Company in relation to its consolidated financial position or liquidity as Realogy and Wyndham Worldwide, at the time of separation, each have agreed to assume responsibility for these liabilities as well as other liabilities related to the Company’s litigation that is not related to its vehicle rental operations (see Note 18—Subsequent Events). Additionally, in the event that Travelport is distributed to Cendant’s stockholders and not sold, it will assume a portion of the responsibility for these litigation matters (which would reduce the respective portions assumed by Realogy and Wyndham Worldwide). Such litigation being assumed by Realogy and Wyndham Worldwide includes litigation retained by the Company in connection with the sale of its former Marketing Services division, two patent infringement cases and a dispute regarding expenses related to a settled breach of contract claim.

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	In addition, pursuant to the Separation and Distribution Agreement (See Note 18—Subsequent Events), Realogy, Wyndham Worldwide and Travelport have agreed to assume and retain all of the liabilities primarily related to each of their respective businesses and operations, including litigation primarily related to each of their businesses where Cendant is a named party, including a regulatory proceeding and a class action lawsuit related to a Realogy joint venture.
	In addition to the matters discussed above, the Company is also involved in claims, legal proceedings and governmental inquiries related to its vehicle rental operations, including contract disputes, business practices, intellectual property, environmental issues and other commercial, employment and tax matters, including breach of contract claims by licensees. The Company believes that it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes that they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on the Company’s results of operations or cash flows in a particular reporting period.

14.	Stockholders’ Equity

	Dividend Payments

	During the six months ended June 30, 2006 and 2005, the Company paid cash dividends of $113 million ($0.11 per share during the first quarter) and $192 million ($0.09 per share each quarter), respectively.

	Share Repurchases

During the six months ended June 30, 2006, the Company used $221 million of available cash and $22 million of proceeds primarily received in connection with option exercises to repurchase $243 million (approximately 14 million shares) of Cendant common stock under its common stock repurchase program. During the six months ended June 30, 2005, the Company used $269 million of available cash and $191 million of proceeds primarily received in connection with option exercises to repurchase approximately $460 million (approximately 24 million shares) of Cendant common stock under its common stock repurchase program.

	Accumulated Other Comprehensive Income

	The after-tax components of accumulated other comprehensive income are as follows:

15.	Stock-Based Compensation

	The Company records compensation expense for all outstanding employee stock awards. The Company recorded pre-tax stock-based compensation expense of $12 million and $15 million ($7 million and $9 million, after tax) during second quarter 2006 and 2005, respectively, and $31 million ($19 million, after tax) during the six months ended June 30, 2006 and 2005 related to employee stock awards that were granted or modified by Cendant. The expense recorded in the six months ended June 30, 2006 includes a pre-tax charge of $7 million relating to the extension of the exercisable life of certain stock options. The expense recorded in the six months ended June 30, 2005 includes $5 million related to the accelerated vesting of restricted stock units (“RSUs”) of individuals terminated in connection with the Company’s 2005 restructuring initiatives (see Note 6—Restructuring and Transaction-Related Charges). Such pre-tax stock-based compensation expense is recorded within general and administrative expenses on the accompanying Consolidated Condensed Statements of Income.
	The Company also recorded pre-tax stock-based compensation expense of $3 million and $5 million ($2 million and $3 million, after tax) during second quarter 2006 and 2005, respectively, and $7 million and $11 million ($4 million and $7 million, after tax) during the six months ended June 30, 2006 and 2005, respectively, within discontinued operations.

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	The activity related to the Company’s RSU and stock option plans consisted of:

	(a)	Stock options exercised during the six months ended June 30, 2006 had an intrinsic value of approximately $22 million.
	(b)	As of June 30, 2006, the Company’s outstanding “in-the-money” stock options and RSUs had aggregate intrinsic value of $208 million and $339 million, respectively. Aggregate unrecognized compensation expense related to outstanding stock options and RSUs amounted to $428 million as of June 30, 2006.
	(c)	As a result of the Company’s separation, approximately 11 million of the RSUs outstanding at June 30, 2006 are expected to vest and convert into shares of Cendant, Realogy and Wyndham based upon the pro rata market value of each new company. An additional 10 million RSUs are expected to be cancelled in connection with the separation.
	(d)	Options outstanding as of June 30, 2006 have a weighted average remaining contractual life of 2.9 years and include 118 million exercisable options, with a weighted average remaining contractual life of 2.9 years.

16.	Segment Information

The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management evaluates the operating results of each of its reportable segments based upon revenue and “EBITDA,” which is defined as 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. The Company’s presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.

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	(a)	Includes unallocated corporate overhead, the elimination of transactions between segments and the results of operations of certain non- strategic businesses. Additionally, the six months ended June 30, 2005 includes a gain of $18 million on the sale of Homestore, Inc. common stock.
	(b)	The Company’s former mortgage business was disposed in connection with the spin-off of PHH in January 2005. EBITDA in the six months ended June 30, 2005 includes a $180 million non-cash valuation charge associated with the PHH spin-off.
	(c)	The 2005 amount includes the reversal of $73 million of accrued interest associated with the resolution of amounts due under a litigation settlement reached in 1999.

17.	Spin-off of PHH Corporation

	As previously discussed, on January 31, 2005, the Company completed the spin-off of its former mortgage, fleet leasing and appraisal businesses in a tax-free distribution to the Company’s stockholders of one share of PHH common stock per every twenty shares of Cendant common stock held on January 19, 2005. Pursuant to SFAS No. 144, the Company was required to perform an impairment analysis upon completion of the PHH spin-off. Accordingly, the Company recorded a non-cash impairment charge of $488 million in first quarter 2005, to reflect the difference between PHH’s carrying value and PHH’s initial market value, as determined by the average trading price of PHH common stock on February 1, 2005. The charge was recorded as a reduction to net income with an offsetting increase to retained earnings since the impaired assets had been disposed of on January 31, 2005. Of the $488 million total charge, approximately $180 million ($0.17 per diluted share) was allocated to the mortgage business and, therefore, recorded within continuing operations. The remaining charge, approximately $308 million ($0.29 per diluted share), was allocated to the fleet leasing and appraisal businesses and, therefore, recorded within discontinued operations. There were no tax benefits recorded in connection with these charges, as such charges are not tax deductible.
	Similarly, the Company incurred $7 million of transaction costs during first quarter 2005 associated with the PHH spin-off, of which $3 million was allocated to continuing operations (which is recorded within the restructuring and transaction-related costs line item on the Consolidated Condensed Statement of Income within the Mortgage Services segment) and $4 million was allocated to discontinued operations (which is recorded within the gain (loss) on disposal of discounted operations, net of tax line item on the Company’s Consolidated Condensed Statement of Income). There were no tax benefits recorded in connection with these charges, as such charges are not tax deductible.
	The account balances and activities of the Company’s former fleet leasing and appraisal businesses, as well as the $308 million impairment charge described above and $4 million of transaction costs also described above, have been presented within discontinued operations (see Note 2—Discontinued Operations for summary financial data for these entities). However, as discussed above, the Company’s former mortgage business has not been classified as a discontinued operation.

18.	Subsequent Events

	Spin-offs of Realogy and Wyndham

	On July 31, 2006, the Company completed the spin-offs of Realogy and Wyndham in tax-free distributions of one share each of Realogy and Wyndham common stock for every four and five shares, respectively, of Cendant

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	Corporation common stock held on July 21, 2006. On August 1, 2006, Realogy and Wyndham stock began regular-way trading on the New York Stock Exchange under the symbols “H” and “WYN,” respectively. Prior to the completion of the spin-offs, Cendant received special cash dividends of $2,275 million and $1,360 million from Realogy and Wyndham, respectively, and utilized such proceeds to fund a portion of the repayment of its outstanding debt, as discussed below.
	In connection with the spin-offs of Realogy and Wyndham, the Company entered into an agreement pursuant to which Realogy will assume 62.5% and Wyndham will assume 37.5% (or, if the sale of Travelport is not completed, Realogy will assume 50%, Wyndham will assume 30% and Travelport will assume 20%) of certain contingent and other corporate liabilities of the Company or its subsidiaries, which are not primarily related to any of the respective businesses of Realogy, Wyndham, Travelport and/or the Company’s vehicle rental operations, in each case incurred on or prior to the earlier of December 31, 2006 or the date of the separation of Travelport from the Company. Realogy will be entitled to receive 62.5% and Wyndham will be entitled to receive 37.5% (or, if the sale of Travelport is not completed, Realogy will be entitled to receive 50%, Wyndham will be entitled to receive 30% and Travelport will be entitled to receive 20%) of the proceeds (or, in certain cases, a portion thereof) from certain contingent corporate assets of Cendant, which are not primarily related to any of the respective businesses of Realogy, Wyndham, Travelport and/or the Company’s vehicle rental operations, arising or accrued on or prior to the earlier of December 31, 2006 or the date of the separation of Travelport from the Company. Additionally, if Realogy or Wyndham (and Travelport, if Travelport is spun-off) were to default on its payment of costs or expenses to the Company related to any such liability, the Company would be responsible for a portion of the defaulting party’s obligation. Realogy and Wyndham have also agreed to guarantee each other’s as well as the Company’s obligation under each entity’s deferred compensation plans for amounts deferred in respect of 2005 and earlier years.
	Prior to the spin-offs of Realogy and Wyndham, the Company entered into a Transition Services Agreement with Realogy, Wyndham and Travelport to provide for an orderly transition following the sale of Travelport and the spin-offs of Realogy and Wyndham. Under the Transition Services Agreement, the Company will provide Realogy, Wyndham and Travelport with various services, including services relating to human resources and employee benefits, payroll, financial systems management, treasury and cash management, accounts payable services, telecommunications services and information technology services.

	Stock-based awards

	In connection with the spin-offs of Realogy and Wyndham, on August 1, 2006, approximately 10 million RSUs outstanding at June 30, 2006 were cancelled. Each of the remaining 11 million RSUs converted into 1 Cendant RSU, one-fourth of a Realogy RSU and one-fifth of a Wyndham RSU in order to maintain the value of each employees grant immediately prior to the spin-offs. The Company will record pre-tax stock-based compensation expense of approximately $30 million in third quarter 2006 in connection with the accelerated vesting of these RSUs, which is expected to occur in August 2006.
	Also in connection with the spin-offs of Realogy and Wyndham, on August 1, 2006, outstanding stock options previously granted to the Company’s employees were converted into stock options of Cendant, Realogy and Wyndham in the same ratio described above.
	On August 1, 2006, following the completion of the spin-offs of Realogy and Wyndham, the Company granted (i) approximately 18 million RSUs with aggregate value of $45 million and a four year vesting period and (ii) approximately 5 million stock-settled stock appreciation rights.

	Repayment of Corporate Debt

In connection with the execution of its separation plan, during July 2006, the Company completed a tender offer for $2.6 billion of its corporate debt by repurchasing approximately $2.5 billion aggregate principal amount of its 61/4% notes due in January 2008 and March 2010, 73/8% notes due in January 2013 and 71/8% notes due in March 2015 for cash of approximately $2.9 billion, including accrued interest. In connection with such repurchase, the Company will record a pre-tax charge of approximately $300 million during third quarter 2006. During July 2006, the Company also paid the $950 million due in August 2006 under its 67/8 % and 4.89% notes.

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	Termination of $2.0 Billion Revolving Credit Facility and Asset-Linked Facility

	As a result of the execution of the separation plan, the Company repaid outstanding borrowings of $560 million (including $265 million which was recorded within discontinued operations) and $600 million under its $2.0 billion revolving credit facility and asset-linked facility, respectively, and terminated these facilities during July 2006.

	Travelport Interim Financing

On July 18, 2006, the Company, through its Travelport subsidiary, entered into a $2.2 billion interim credit agreement. On July 27, 2006, Travelport borrowed approximately $1.9 billion under this credit facility, which was used by the Company to fund a portion of the repayment of its outstanding corporate debt, the funding of certain expenses in connection with the separation plan and certain other legacy liabilities and to repay outstanding Travelport borrowings under the Company’s $2.0 billion revolving credit facility. The Company must repay these borrowings and will terminate this facility concurrent with the sale of Travelport.

	Wyndham Financing

On July 7, 2006, Wyndham entered into (i) a $1,200 million credit facility consisting of a $900 million revolving credit facility and a $300 million term loan facility and (ii) an $800 million interim loan facility. Also, on July 11, 2006, Wyndham issued $550 million aggregate principal amount of timeshare loan-backed notes. The Company does not have any obligations related to these facilities, nor does the Company have access to these facilities, as they were entered into by Wyndham, which was spun-off on July 31, 2006.

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	—	Realogy (formerly known as the Real Estate Services segment)— Through July 31, 2006, franchised the real estate brokerage businesses of our four residential brands and one commercial brand, provided real estate brokerage services, facilitated employee relocations and provided home buyers with title and closing services (this business was spun-off on July 31, 2006— see below for further information).
	—	Hospitality Services— Through July 31, 2006, franchised ten lodging brands, facilitated the exchange of vacation ownership intervals and marketed vacation rental properties (this business was spun-off of on July 31, 2006— see below for further information).
	—	Timeshare Resorts— Through July 31, 2006, marketed and sold vacation ownership interests, or VOIs, to individual consumers, provided consumer financing in connection with the sale of VOIs and provided property management services at resorts (this business was spun-off of on July 31, 2006— see below for further information).
	—	Avis Budget Group (formerly known as the Vehicle Rental segment)— operates and franchises our car and truck rental brands.
	—	Mortgage Services— provided home buyers with mortgage lending services (this business was disposed of in January 2005).

	—	Realogy Corporation— encompasses our former Realogy segment.
	—	Wyndham Worldwide Corporation— encompasses our former Hospitality Services and Timeshare Resorts segments.
	—	Travelport, Inc.— will encompass our current Travel Distribution Services segment.
	—	Avis Budget Group, Inc.— will encompass our current Avis Budget Group segment.

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(*)	These businesses were acquired at various dates during or subsequent to second quarter 2005.

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(*)	Not meaningful.
(a)	Includes unallocated corporate overhead, the elimination of transactions between segments and the results of operations of certain non- strategic businesses.

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		Six Months Ended June 30,
		2006				2005				Change
Net revenues		$	7,834			$	7,580			$	254
Total expenses			7,414				6,971				443
Income before income taxes and minority interest			420				609				(189	)
Provision for income taxes			164				249				(85	)
Minority interest, net of tax			1				2				(1	)
Income from continuing operations			255				358				(103	)
Income from discontinued operations, net of tax			106				81				25
Gain (loss) on disposal of discontinued operations, net of tax			(981	)			(133	)			(848	)
Cumulative effect of accounting changes, net of tax			(64	)			–				(64	)
Net income (loss)		$	(684	)		$	306			$	(990	)

						Contribution to				Contribution to
Acquired Business		Date of Acquisition				Net Revenues				Total Expenses
Wyndham Hotels and Resorts brand			October 2005			$	66			$	66
Texas title companies							64				58
Real estate brokerages			*				147				135
						$	277			$	259

(*)	These businesses were acquired at various dates during or subsequent to the six months ended June 30, 2005.

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			Revenues												EBITDA
											%												%
			2006				2005				Change				2006				2005				Change
Realogy			$	3,329			$	3,452				(4	)%		$	427			$	554				(23	)%
Hospitality Services				830				762				9				194				225				(14	)
Timeshare Resorts				886				805				10				151				113				34
Wyndham Worldwide				1,716				1,567				10				345				338				2
Avis Budget Group				2,758				2,477				11				166				194				(14	)
Mortgage Services (a)				–				46				*				–				(181	)			*
Total Reportable Segments				7,803				7,542				3				938				905
Corporate and Other (b)				31				38				*				(158	)			(72	)
Total Company			$	7,834			$	7,580				3				780				833
Less: Non-program related depreciation and amortization																183				172
Non-program related interest expense, net (c)																168				46
Amortization of pendings and listings																9				6
Income before income taxes and minority interest															$	420			$	609

(*)	Not meaningful.
(a)	Our former mortgage business was disposed in connection with the spin-off of PHH in January 2005. EBITDA in the six months ended June 30, 2005 includes a $180 million non-cash valuation charge associated with the PHH spin-off.
(b)	Includes unallocated corporate overhead, the elimination of transactions between segments and the results of operations of certain non- strategic businesses. Additionally, the six months ended June 30, 2005 include gains of $18 million on the sale of Homestore, Inc. common stock.
(c)	The 2005 amount includes the reversal of $73 million of accrued interest associated with the resolution of amounts due under a litigation settlement reached in 1999.

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		June 30,				December 31,
		2006				2005				Change
Total assets exclusive of assets under management programs		$	21,495			$	21,693			$	(198	)
Total liabilities exclusive of liabilities under management programs			12,481				10,203				2,278
Assets under management programs			13,675				12,411				1,264
Liabilities under management programs			12,188				12,610				(422	)
Stockholders’ equity			10,501				11,291				(790	)

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			Six Months Ended June 30,
			2006				2005				Change
Cash provided by (used in):
	Operating activities		$	754			$	1,264			$	(510	)
	Investing activities			(2,187	)			(2,016	)			(171	)
	Financing activities			1,025				2,108				(1,083	)
Effect of exchange rate changes				–				(20	)			20
Cash provided by (used in) discontinued operations				119				(1,397	)			1,516
Net change in cash and cash equivalents			$	(289	)		$	(61	)		$	(228	)

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							As of				As of
							June 30,				December 31,
			Maturity Date				2006				2005				Change
Corporate debt:
	67/8% notes (a)			August 2006			$	850			$	850			$	–
	4.89% notes (a)			August 2006				100				100				–
	61/4% notes (b)			January 2008				799				798				1
	61/4% notes (b)			March 2010				349				349				–
	73/8% notes (b)			January 2013				1,192				1,192				–
	71/8% notes (b)			March 2015				250				250				–
	Revolver borrowings							200				7				193
	Net hedging losses (d)							(123	)			(47	)			(76	)
								3,617				3,499				118
Avis Budget Car Rental, LLC corporate debt:
	Floating rate term loan (c)			April 2012				875				–				875
	Floating rate senior notes (c)			May 2014				250				–				250
	75/8% notes (c)			May 2014				375				–				375
	73/4% notes (c)			May 2016				375				–				375
								1,875				–				1,875
	Other							77				79				(2	)
							$	5,569			$	3,578			$	1,991

(a)		During July 2006, we discharged our obligations with respect to an aggregate principal amount of $950 million due in August 2006 under the 67/8 % notes and 4.89% notes.
(b)		We repaid substantially all of these notes on July 28, 2006. See Note 18 to our Consolidated Condensed Financial Statements for further information.
(c)		In connection with the execution of our separation plan, Avis Budget Car Rental, LLC, the parent company of our vehicle rental operations, borrowed $1,875 million in April 2006, which consists of (i) $1,000 million of unsecured fixed rate notes and floating rate senior notes and (ii) an $875 million secured floating rate term loan under a senior credit facility. The floating rate term loan and floating rate senior notes bear interest at three month LIBOR plus 125 basis points and three month LIBOR plus 250 basis points, respectively.
(d)		As of June 30, 2006, this balance represents $212 million of mark-to-market adjustments on current interest rate hedges, partially offset by $89 million of net gains resulting from the termination of interest rate hedges. As of December 31, 2005, the balance represents $153 million of net mark-to-market adjustments on current interest rate hedges, partially offset by $106 million of net gains resulting from the termination of interest rate hedges.

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			As of				As of
			June 30,				December 31,
			2006				2005				Change
Vehicle rental program
	Cendant Rental Car Funding (AESOP) LLC (a)		$	6,040			$	6,957			$	(917	)
	Other			1,091				952				139
Timeshare program				1,949				1,800				149
Relocation program				757				757				–
Vacation rental program				215				207				8
			$	10,052			$	10,673			$	(621	)

(a)		The change in the balance at June 30, 2006 principally reflects the payment of vehicle-backed notes with a portion of the proceeds from the $1,875 million of fixed and floating rate financings completed by Avis Budget Car Rental, LLC in April 2006, partially offset by the issuance of floating rate vehicle-backed notes at various interest rates to support the acquisition of vehicles used in our vehicle rental business.

			As of
			June 30,				Effect of
			2006				Spin-offs				Pro forma
Vehicle rental program
	Cendant Rental Car Funding (AESOP) LLC		$	6,040			$	–			$	6,040
	Other			1,091				–				1,091
Timeshare program (a)				1,949				(1,949	)			–
Relocation program (b)				757				(757	)			–
Vacation rental program (c)				215				(215	)			–
			$	10,052			$	(2,921	)		$	7,131

(a)		This debt was collateralized by assets of our former timeshare business. We no longer have access to such assets and in connection with our spin-off of Wyndham, we repaid $600 million of these borrowings in July 2006. Such amount represents outstanding borrowings under our asset-linked facility as of June 30, 2006, which was terminated concurrent with such repayment.
(b)		This debt was collateralized by assets of our former relocation business. We no longer have access to such assets, nor are we obligated to pay this debt.
(c)		This debt was collateralized by assets of our former vacation rental business. We no longer have access to such assets, nor are we obligated to pay this debt.

		Total				Outstanding				Letters of				Available
		Capacity				Borrowings				Credit Issued				Capacity
$2.0 billion revolving credit facility and commercial paper program (a)		$	2,000			$	200			$	195			$	1,340
$1.5 billion revolving credit facility (b)			1,500				–				336				1,164
Letter of credit facility (c)			303				–				303				–

(a)		Outstanding borrowings include $200 million under our $2.0 billion revolving credit facility. The outstanding borrowings above do not include $265 million of borrowings for which our Travelport subsidiary is the primary obligor. This amount is included within liabilities of discontinued operations on our Consolidated Condensed Balance Sheet. In addition to the letters of credit issued as of June 30, 2006, the revolving credit facility contains the committed capacity to issue an additional $1,340 million in letters of credit. Total capacity under this program was reduced from $3.5 to $2.0 billion in 2006. We terminated this facility on July 31, 2006. See Note 18 to our Consolidated Condensed Financial Statements for further information.
(b)		This secured revolving credit facility was entered into by Avis Budget Car Rental, LLC in April 2006, has a five year term and currently bears interest at one month LIBOR plus 150 basis points.
(c)		Final maturity date is July 2010.

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			Total				Outstanding				Available
			Capacity (a)				Borrowings				Capacity
Vehicle rental program
	Cendant Rental Car Funding (AESOP) LLC (b)		$	7,040			$	6,040			$	1,000
	Other (c)			1,526				1,091				435
			$	8,566			$	7,131			$	1,435

(a)		Capacity is subject to maintaining sufficient assets to collateralize debt.
(b)		The outstanding debt is collateralized by approximately $8.2 billion of underlying vehicles (the majority of which are subject to manufacturer repurchase obligations) and related assets.
(c)		The outstanding debt is collateralized by approximately $1.4 billion of underlying vehicles (the majority of which are subject to manufacturer repurchase obligations) and related assets.

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		2006				2007				2008				2009				2010				Thereafter				Total
Long-term debt, including current portion (a)		$	8			$	33			$	—			$	12			$	—			$	1,896			$	1,949
Asset-backed debt under programs (b)			1,738				1,844				1,413				185				1,275				676				7,131
Operating leases			50				30				6				8				11				48				153
Commitments to purchase vehicles (c)			7,142				2,130				1,211				–				–				–				10,483
Other purchase commitments			94				9				–				1				–				–				104
		$	9,032			$	4,046			$	2,630			$	206			$	1,286			$	2,620			$	19,820

(a)		Consists primarily of (i) borrowings of Avis Budget Car Rental, LLC, including $1,000 million of fixed rate notes and floating rate senior notes and an $875 million secured floating rate term loan and (ii) $63 million of long-term debt that was not tendered by the holders in connection with our execution of a tender offer for $2.6 billion of our corporate debt. Also, does not include $1,900 million of borrowings drawn by Travelport in July 2006 under its interim financing facility. See Note 18 to our Consolidated Condensed Financial Statements for further information on this facility.
(b)		Represents debt under management programs (including related party debt due to Cendant Rental Car Funding), which was issued to support the purchase of assets under management programs by our vehicle rental subsidiary.
(c)		Primarily represents commitments to purchase vehicles from either General Motors Corporation or Ford Motor Company. These commitments are subject to the vehicle manufacturers satisfying their obligations under the repurchase agreements. The purchase of such vehicles is financed through the issuance of debt under management programs in addition to cash received upon the sale of vehicles primarily under repurchase programs.

	—	SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions” and Statement of Position No. 04-2, “Accounting for Real Estate Time-Sharing Transactions”
	—	SFAS No. 123R, “Share-Based Payment”

	—	FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”

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Item 3.	Quantitative And Qualitative Disclosures About Market Risks

(a)

Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b)	Internal Controls Over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 1.	Legal Proceedings.

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	—	limiting our ability to borrow additional amounts to fund working capital, capital expenditures, debt service requirements, execution of our business strategy, acquisitions and other purposes;
	—	requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our debt, which would reduce the funds available to us for other purposes;
	—	making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions; and
	—	exposing us to risks inherent in interest rate fluctuations because some of our borrowings, including borrowings under our new senior secured credit facility, are at variable rates of interest, which could result in higher interest expenses in the event of increases in interest rates.

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	—	incur additional debt;
	—	provide guarantees in respect of obligations of other persons;
	—	issue redeemable stock and preferred stock;
	—  •	pay dividends or distributions or redeem or repurchase capital stock;
	—	prepay, redeem or repurchase debt;
	—	make loans, investments and capital expenditures;
	—	incur liens;
	—	make distributions from our subsidiaries;
	—	sell assets and capital stock of our subsidiaries; and
	—	consolidate or merge with or into, or sell substantially all of our assets to, another person.

	—	our debt holders could declare all outstanding principal and interest to be due and payable;
	—	the lenders under our senior secured credit facility could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and
	—	we could be forced into bankruptcy or liquidation.

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	—	Prior to the completion of the Separation Plan, the Vehicle Rental business was operated by Cendant as part of its broader corporate organization, rather than as an independent company. Cendant or one of its affiliates performed various corporate functions for our vehicle rental business, including, but not limited to, tax administration, certain governance functions (including compliance with the Sarbanes-Oxley Act of 2002 and internal audit) and external reporting. Our financial results reflect allocations of corporate expenses from Cendant for these and similar functions. These allocations may be less than the comparable expenses we believe we would have incurred had we operated as a stand-alone vehicle rental company.
	—	Generally, working capital requirements and capital for general corporate purposes for the Vehicle Rental business, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of Cendant’s broader corporate organization. With the completion of the Separation Plan, we will not have access to the cash generated by Realogy, Wyndham Worldwide or Travelport in order to finance our working capital or other cash requirements. Without the opportunity to obtain financing from the cash generated by these companies, we may need to obtain additional financing from banks, or through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements.
	—	With the completion of the Separation Plan, the cost of capital for our business may be higher than our cost of capital prior to the completion of the Separation Plan.

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	—	While we have entered into short-term transition agreements that will govern certain commercial and other relationships among us, Realogy, Wyndham Worldwide and Travelport after the completion of the Separation Plan, those temporary arrangements may not capture the benefits our business enjoyed as a result of being integrated with those companies. The loss of these benefits could have an adverse effect on our business, results of operations and financial condition.
	—	Other significant changes may occur in our cost structure, management, financing and business operations as a result of our operating as a company separate from Realogy, Wyndham Worldwide and Travelport.

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	—	our business profile and market capitalization with the completion of the distributions of Realogy and Wyndham Worldwide may not fit the investment objectives of pre-distribution Cendant stockholders, especially stockholders who held Cendant stock based on Cendant’s inclusion in the S&P 500 Index, as our common stock with the completion of the distributions of Realogy and Wyndham Worldwide will not be included in the S&P 500 Index, and as a result, pre-distribution Cendant stockholders may sell our shares;
	—	a shift in our investor base;
	—	our quarterly or annual earnings, or those of other companies in our industry;
	—	actual or anticipated fluctuations in our operating results due to the seasonality of our business and other factors related to our business;
	—	changes in accounting standards, policies, guidance, interpretations or principles;
	—	announcements by us or our competitors of significant acquisitions or dispositions;
	—	the failure of securities analysts to cover our common stock after completion of the Realogy and Wyndham Worldwide distributions;
	—	changes in earnings estimates by securities analysts or our ability to meet those estimates;
	—	the operating and stock price performance of other comparable companies;
	—	overall market fluctuations; and
	—	general economic conditions.

	—	elimination of the right of our stockholders to act by written consent;
	—	rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;
	—	the right of our Board to issue preferred stock without stockholder approval; and
	—	limitations on the right of stockholders to remove directors.

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Item 4.	Submission of Matters to a Vote of Security Holders

		Principal				Principal				Principal
		Amount				Amount				Amount
Notes		Outstanding ($)				Voted For ($)				Abstained ($)
6.250% Senior Notes due 2008			800,000,000				770,225,000				29,775,000
6.250% Senior Notes due 2010			350,000,000				337,461,000				12,539,000
7.375% Senior Notes due 2013			1,200,000,000				1,182,370,000				17,630,000
7.125% Senior Notes due 2015			250,000,000				247,068,000				2,932,000

Item 6.	Exhibits

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		CENDANT CORPORATION
Date: August 9, 2006		/s/     Ronald L. Nelson Ronald L. Nelson President and Chief Financial Officer
Date: August 9, 2006		/s/     John T. McClain John T. McClain Senior Vice President and Chief Accounting Officer

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Exhibit No.				Description
	2	.1		Separation and Distribution Agreement by and among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 27, 2006. (Incorporated by reference to Exhibit 2.1 to Cendant’s Current Report on Form 8-K dated August 1, 2006.)
	3	.3		Certificate of Designation of Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 4.2 to Cendant’s Registration Statement on Form 8-A dated July 13, 2006.)
	3	.4		Certificate of Designation of Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 4.2 to Cendant’s Registration Statement on Form 8-A dated July 13, 2006.)
	4	.1		Rights Agreement, dated as of July 13, 2006, by and between Cendant Corporation and Mellon Investor Services, LLC, as Rights Agent, including the form of Rights Certificate as Exhibit B thereto and the form of Summary of Rights as Exhibit C thereto. (Incorporated by reference to Exhibit 4.1 to Cendant’s Registration Statement on Form 8-A dated July 13, 2006.)
	4	.2		First Supplemental Indenture, dated as of June 27, 2006, between the Company and The Bank of Nova Scotia Trust Company of New York, as trustee, governing the 6.250% Senior Notes due 2008, the 6.250% Senior Notes due 2010, the 7.375% Senior Notes due 2013 and the 7.125% Senior Notes due 2015. (Incorporated by reference to Exhibit 4.1 to Cendant’s Current Report on Form 8-K dated June 30, 2006.)
	10	.1		Credit Agreement, dated as of July 18, 2006, among Travelport Inc., as Borrower, Galileo International Technology, LLC, as a Subsidiary Borrower, certain financial institutions as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A. and Citicorp North America, Inc., as Syndication Agents. (Incorporated by reference to Exhibit 10.1 to Cendant’s Current Report on Form 8-K dated July 19, 2006.)
	10	.2		Guaranty, dated as of July 18, 2006, made by Cendant Corporation in favor of JPMorgan Chase Bank, N.A., as Administrative Agent for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of July 18, 2006 among Travelport Inc., as Borrower, Galileo International Technology, LLC, as Subsidiary Borrower, the Subsidiary Borrowers from time to time parties to the Credit Agreement and Bank of America, N.A. and Citicorp North America, Inc., as Syndication Agents. (Incorporated by reference to Exhibit 10.2 to Cendant’s Current Report on Form 8-K dated July 19, 2006.)
	10	.3		Purchase Agreement, dated as of June 30, 2006, by and among the Company, Travelport Inc. and TDS Investor LLC. (Incorporated by reference to Exhibit 10.1 to Cendant’s Current Report on Form 8-K dated June 30, 2006.)
	10	.4		Second Amended and Restated Series 2004-1 Supplement, dated as of June 27, 2006, among Cendant Rental Car Funding (AESOP) LLC, as issuer, Avis Budget Car Rental, LLC, as administrator, Mizuho Corporate Bank, Ltd., as administrative agent, certain financial institutions, as purchasers, and The Bank of New York, as trustee and Series 2004-1 agent, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between the issuer and The Bank of New York, as trustee, as amended by Supplemental Indenture No. 1 thereto, dated as of December 23, 2005, between the issuer and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.2 to Cendant’s Current Report on Form 8-K dated June 30, 2006.)
	10	.5		Agreement between Cendant Corporation and Henry R. Silverman. (Incorporated by reference to Exhibit 10.3 to Cendant’s Current Report on Form 8-K dated June 30, 2006.)
	10	.6		Employment Agreement between Cendant Corporation and Ronald L. Nelson. (Incorporated by reference to Exhibit 10.5 to Cendant’s Current Report on Form 8-K dated June 30, 2006.)
	10	.7		Agreement between Cendant Corporation and James E. Buckman. (Incorporated by reference to Exhibit 10.6 to Cendant’s Current Report on Form 8-K dated June 30, 2006.)
	10	.8		Letter Agreement between Cendant Corporation and Lin Coughlin. (Incorporated by reference to Exhibit 10.8 to Cendant’s Current Report on Form 8-K dated June 30, 2006.)
	10	.9		Series 2006-2 Supplement, dated as of June 2, 2006, among Cendant Rental Car Funding (AESOP) LLC, as issuer, Avis Budget Car Rental, LLC, as administrator, Barclays Bank PLC, as administrative agent, funding agent and APA bank, Stratford Receivables Company, LLC, as a CP conduit purchaser and The Bank of New York, as trustee and Series 2006-2 Agent to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 between Cendant Rental Car Funding (AESOP) LLC, as issuer and The Bank of New York, as trustee, as amended. (Incorporated by reference to Exhibit 10.1 to Cendant’s Current Report on Form 8-K dated June 6, 2006.)
	10	.10		Letter Agreement between Cendant Corporation and Henry R. Silverman dated July 28, 2006.

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Exhibit No.				Description
	10	.11		Transition Services Agreement among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 27, 2006. (Incorporated by reference to Exhibit 10.1 to Cendant’s Current Report on Form 8-K dated August 1, 2006.)
	10	.12		Tax Sharing Agreement among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 28, 2006. (Incorporated by reference to Exhibit 10.1 to Cendant’s Current Report on Form 8-K dated August 1, 2006.)
	10	.13		Base Indenture, dated as of May 11, 2006, between Budget Truck Funding, LLC, as issuer and The Bank of New York Trust Company, N.A., as trustee.
	10	.14		Series 2006-1 Supplement, dated as of May 11, 2006, among Budget Truck Funding, LLC, as issuer, Budget Truck Rental, LLC, as administrator, Deutsche Bank Securities, Inc., as administrative agent, certain commercial paper conduit purchasers, certain funding agents, certain APA banks and The Bank of New York Trust Company, N.A., as trustee, Series 2006-1 agent and securities intermediary, to the Base Indenture, dated as of May 11, 2006, between Budget Truck Funding, LLC, as issuer and The Bank of New York Trust Company, N.A., as trustee.
	10	.15		Master Motor Vehicle Operating Lease Agreement, dated as of May 11, 2006, among Budget Truck Funding, LLC, as lessor, Budget Truck Rental, LLC, as administrator and as lessee and Avis Budget Car Rental, LLC, as guarantor.
	10	.16		Administration Agreement, dated as of May 11, 2006, among Budget Truck Funding, LLC, Budget Truck Rental, LLC, as administrator and The Bank of New York Trust Company, N.A., as trustee.
	10	.17		Form of Award Agreement— Restricted Stock Units (Incorporated by reference to Exhibit 10.1 of Cendant’s Current Report on Form 8-K dated August 4, 2006).
	10	.18		Form of Award Agreement— Stock Appreciation Rights (Incorporated by reference to Exhibit 10.2 of Cendant’s Current Report on Form 8-K dated August 4, 2006).
	12			Statement Re: Computation of Ratio of Earnings to Fixed Charges.
	15			Letter Re: Unaudited Interim Financial Information.
	31	.1		Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
	31	.2		Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
	32			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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