CENDANT CORP
8-K, 1998-08-13
PERSONAL SERVICES
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<PAGE>

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------


                                    Form 8-K

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

                                  ------------


                       AUGUST 13, 1998 (AUGUST 12, 1998)

               (Date of Report (date of earliest event reported))



                              CENDANT CORPORATION

             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                      <C>                     <C>       
            DELAWARE                            1-10308                06-0918165
  (State or other jurisdiction           (Commission File No.)      (I.R.S. Employer
of incorporation or organization)                                Identification Number)

          6 SYLVAN WAY
     PARSIPPANY, NEW JERSEY                                               07054
(Address of principal executive office)                                (Zip Code)
</TABLE>



                                 (973) 428-9700

              (Registrant's telephone number, including area code)



                                      NONE

      (Former name, former address and former fiscal year, if applicable)


==============================================================================
<PAGE>



ITEM 5.   OTHER

Completion of Accounting Investigation. On August 13, 1998, Cendant Corporation
(the "Company") announced that its investigation of accounting irregularities
and errors in the CUC International Inc. ("CUC") businesses was complete. The
Company reported its final calculation of the impact of accounting
irregularities and errors on its 1997, 1996 and 1995 full year results. The
Company will lower 1997 results by $0.28 per share or $392 million pretax. The
net impact of this restatement plus $0.02 of discontinued operations will lower
net income from continuing operations before one-time merger and other unusual
charges to $0.70 per share versus the $1.00 per share previously reported. A
substantial amount of the adjustment had the impact of reducing revenues.

The Compay also announced a $457 million pre-tax adjustment to the charge
associated with the CUC businesses taken on the date of CUC's merger with HFS
Incorporated on December 17, 1997. This will increase 1997 net income by $279
million after-tax or $0.32 per share.

The Company will lower 1996 results by $0.18 per share. Cendant has also
determined that certain one-time merger charges taken by CUC in 1996 should be
reversed and will eliminate $0.02 per share of these charges. 1995 results will
be lowered by $0.14 per share.

Earnings. On August 13, 1998, Cendant Corporation (the "Company") announced
second quarter from continuing operations of $0.23 per share for 1998 versus
$0.16 per share for 1997, an increase of 44%. 1998 results are before $0.02
unusual expenses associated with the resolution of accounting irregularities
plus $0.03 of income from reversal of prior restructuring chages. 1997 results
are before merger charges associated with the acquisition of PHH Corporation.

RAC Motoring Services Acquisition. On August 12, 1998, the Company reported
that the Board of RAC Holdings Limited, the company which indirectly owns RAC
Motoring Services (RACMS), announced that its shareholders overwhelmingly
approved the sale of RACMS to Cendant for approximately $735 million, in cash.

Sale of Hebdo Mag and Plan to Sell Software Business. On August 12, 1998, the
Company announced that it agreed to sell 100% of its Hebdo Mag International
("Hebdo") subsidiary to a company organized by Hebdo management for
approximately 7 million shares of company common stock and $410 million in
cash. The sale of Hebdo is conditioned upon, among other things, the receipt of
certain governmental approvals and financing. The transaction is expected to be
completed in the fourth quarter of 1998.

The Company also announced that it has engaged Credit Suisse First Boston to
analyze strategic alternatives in regard to the potential 100% initial pubic
offering or a third party sale of its entire consumer software business unit.

The information set forth in the press releases attached hereto as Exhibits
99.1, 99.2, 99.3 and 99.4 are incorporated herein by reference in their
entirety.

Segment Information. Reference is made to Exhibit 99.5 for certain financial
information regarding the Company's business segments, which is incorporated
herein by reference in its entirety.

                                       2


<PAGE>



ITEM 7.   EXHIBITS


<TABLE>
<CAPTION>
Exhibit
  No.             Description
- -------           -----------
<S>               <C>
99.1              Press Release: Cendant Completes Accounting Investigation, dated August 13, 1998.

99.2              Press Release: Cendant Announces Second Quarter Earnings, dated August 13, 1998.

99.3              Press Release: Shareholders Approve Sale of RAC Motoring Services to Cendant, dated
                  August 12, 1998.

99.4              Press Release: Cendant Corporation to Sell Hebdo Mag International to Hebdo
                  Management for Approximately Seven Million Shares of Cendant Common Stock and
                  $410 million in Cash, dated August 12, 1998.

99.5              Cendant Segment Information
</TABLE>










                                       3


<PAGE>



                                   SIGNATURE

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

                             CENDANT CORPORATION

                             BY:       /s/ James E.  Buckman
                                ---------------------------------------
                                     James E.  Buckman
                                     Senior Executive Vice President
                                     and General Counsel




Date: August 13, 1998

                                       4


<PAGE>



                              CENDANT CORPORATION

                           CURRENT REPORT ON FORM 8-K

                 REPORT DATED AUGUST 13, 1998 (AUGUST 12, 1998)

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION
- -----------       -----------
<S>               <C>
99.1              Press Release: Cendant Completes Accounting Investigation, dated August 13, 1998.

99.2              Press Release: Cendant Announces Second Quarter Earnings, dated August 13, 1998.

99.3              Press Release: Shareholders Approve Sale of RAC Motoring Services to Cendant, dated
                  August 12, 1998.

99.4              Press Release: Cendant Corporation to Sell Hebdo Mag International to Hebdo
                  Management for Approximately Seven Million Shares of Cendant Common Stock and
                  $410 million in Cash, dated August 12, 1998.

99.5              Cendant Segment Information
</TABLE>

                                       5


<PAGE>

EXHIBIT 99.1

                   CENDANT COMPLETES ACCOUNTING INVESTIGATION

              1997, 1996, 1995 Net Income Before One-time Charges
                  Revised by $0.28, $0.18 and $0.14 Per Share

                        In Line with Previous Estimates

PARSIPPANY, NJ, August 13, 1998 - Cendant Corporation (NYSE: CD) reported today
that its investigation of accounting irregularities and errors in the CUC
businesses was complete. The 1998 financial results announced today in a
separate release incorporate all relevant information obtained in that
investigation and reflect the correction of accounting policies changed as a
result of its findings. These 1998 results will not be subject to further
revision based on the results of the Company's investigation. Quarterly
financial statements for 1998 and the comparable periods of 1997 will be filed
with the SEC on Form 10-Q on Friday, August 14. Full restated, audited
financial statements for Cendant's fiscal years 1997, 1996 and 1995 will be
filed with the SEC on Form 10-K/A later this month. Furthermore, a full report
on the Audit Committee's investigation of these accounting irregularities will
be issued later this month.

Michael P. Monaco, Vice Chairman and Chief Financial Officer reported "we have
now concluded our investigation of the accounting issues at CUC. Millions of
dollars and hundreds of thousands of hours of work have determined what was
wrong and what must be put right. While we take no joy in reporting these
results, our shareholders should take great comfort from the thoroughness of
this investigation and the fact that we have unflinchingly accepted and
reported its results, even when it uncovered much greater and more systematic
fraud than we had any conception of when we launched this effort in April."
<TABLE>
<CAPTION>
                                                         Adjustments for
                                             Reversal of Merger & Unusual Charges
                                            ------------------------------------------
       Adjustments for                      Total Previously    Reversals    New Total
  Irregularities and Errors                   Reported One-      of CUC      One-Time
             Total                            Time Charges       Charges      Charges
             -----                          ----------------    ---------    ---------
      <S>                                   <C>                <C>          <C>    
      1997   ($0.28)                          ($0.94)             $0.32       ($0.62)
      1996    (0.18)                           (0.14)              0.02        (0.12)
      1995    (0.14)                           (0.08)              --          (0.08)
</TABLE>


Cendant reported its final calculation of the impact of accounting
irregularities and errors on its 1997, 1996 and 1995 full year results. Cendant
will lower 1997 results by $0.28 per share or $392 million pretax. The net
impact of this restatement plus $0.02 of discontinued operations will lower net
income from continuing operations before one-time merger and other unusual
charges to $0.70 per share versus the $1.00 per share previously reported. A
substantial amount of the adjustment had the impact of reducing revenues.

Cendant also announced a $457 million pre-tax adjustment to the charge
associated with the CUC businesses taken on the date of CUC's merger with HFS
on December 17, 1997. This will increase 1997 net income by $279 million
after-tax or $0.32 per share.
<PAGE>


Cendant will lower 1996 results by $0.18 per share. Cendant has also determined
that certain one-time merger charges taken by CUC in 1996 should be reversed
and will eliminate $0.02 per share of these charges. 1995 results will be
lowered by $0.14 per share.

Certain matters discussed in the news release are forward-looking statements,
as defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to a number of known and unknown risks
and uncertainties including, but not limited to, the outcome of the Audit
Committee's investigation relating to the previously announced accounting
irregularities; the outcome of the pending class action litigation relating to
the previously announced accounting irregularities; uncertainty as to the
Company's future profitability; the Company's ability to develop and implement
operational and financial systems to manage rapidly growing operations;
competition in the Company's existing and potential future lines of business;
the Company's ability to integrate and operate successfully acquired businesses
and the risks associated with such businesses; the Company's ability to obtain
financing on acceptable terms to finance the Company's growth strategy and for
the Company to operate within the limitations imposed by financing
arrangements; uncertainty as to the future profitability of acquired
businesses; and other factors. Other factors and assumptions not identified
above were also involved in the derivation of these forward-looking statements,
and the failure of such other assumptions to be realized as well as other
factors may also cause actual results to differ materially from those
projected. The Company assumes no obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or changes in
other factors affecting such forward-looking statements.

Cendant (NYSE:CD) is the world's premier provider of consumer and business
services. The Company operates in three principal segments: Travel Services,
Real Estate Services and Alliance Marketing. In Travel Services, Cendant is the
leading franchisor of hotels and rental car agencies worldwide; the largest
provider of vacation exchange services; a leading fleet management company, the
UK's largest private car park operator, and a leading motorist assistance group
in the UK. In Real Estate Services, Cendant is the world's largest franchisor
of residential real estate brokerage offices, a major provider of mortgage
services to consumers and a global leader in corporate employee relocation. In
Alliance Marketing, Cendant provides access to insurance, travel, shopping,
auto, and other services, primarily through direct marketing to customers of
its affinity partners. Headquartered in Parsippany, NJ, the company has more
than 40,000 employees and operates in over 100 countries.

Media Contact:                                       Investor Contact:

Cendant Corporation                                  Cendant Corporation
Elliot Bloom                                         David M. Johnson
973-496-8414  or                                     973-496-7909

                                                     Denise L. Gillen
                                                     973-496-7303

Kekst and Company
Jim Fingeroth
Roanne Kulakoff
212-521-4800


<PAGE>


EXHIBIT 99.2

      CENDANT POSTS RECORD 2Q EARNINGS OF $0.23 VS $0.16 PER SHARE, UP 44%


                         Second Quarter Revenues up 28%
                         ------------------------------

                    6 Month Results: $0.47 vs $0.28, up 68%
                    ---------------------------------------

                            6 Month Revenues up 24%


PARSIPPANY, NJ, August 13, 1998 - Cendant Corporation (NYSE: CD) announced
record second quarter earnings from continuing operations of $0.23 per share
for 1998 versus $0.16 per share for 1997, an increase of 44%. 1998 results are
before $0.02 of unusual expenses associated with resolution of accounting
irregularities plus $0.03 of income from reversal of prior restructuring
charges. 1997 results are before merger charges associated with the acquisition
of PHH.

"Our second quarter results demonstrate the depth and quality of our management
team and the strength of Cendant's core business franchises," said Henry R.
Silverman, Chairman, President and CEO. "The past four months have challenged
our operating management to rise to new levels of leadership and productivity
in a period when our most senior executives have devoted the vast majority of
their time to stanching and closing the wound in our company created by the
accounting revelations at CUC. I am fiercely proud of their achievements and
the depth of talent in our management ranks confirmed by these results. Our 28%
revenue growth in continuing operations underlines the momentum of our
franchise. Even after adjusting for acquisitions, our managers delivered
mid-teens top-line growth - a terrific achievement."

"All of our segments performed well in the quarter, led by unparalleled
performance in our real estate segment. Each of the business units we inherited
from HFS performed on or ahead of plan. The carefully laid out strategy built
over eight years at HFS is yielding its greatest rewards this year. These
businesses yielded 50% plus growth in both EBITDA and net income in the second
quarter, continuing the strong performance of the first quarter. We see no
signs that any of these businesses will fail to meet our high expectations for
the rest of the year," reported Mr. Silverman.

"We are now able to evaluate and manage performance at the CUC business units,"
Mr. Silverman continued. "With consumer software and Hebdo Mag discontinued,
our CUC operations are largely centered in Alliance Marketing. Two of the three
major units in Alliance Marketing produced solid gains versus 1997 results. We
are particularly pleased with the strong EBITDA growth in our
Insurance/Wholesale businesses, which generated approximately $44 million in
EBITDA in the second quarter, an increase of 36%. This unit contributed the
majority of our 1998 Alliance Marketing earnings to date and should continue to
account for most of its profits in the future. Individual Membership also
generated sizable EBITDA gains from price increases and membership growth,
generating a four times increase in EBITDA in the second quarter."

"Our ability to report fundamental growth in Individual Membership encourages
us to believe that these units, under proper management and with appropriate
financial controls, can offer significant upside potential to our shareholders
in the future. The relatively flat comparison in the lifestyle portion of
Alliance Marketing masks significant variations in the performance of the many
small businesses in that sub-segment. We will rapidly move to address these
issues - businesses that do not meet Cendant standards of performance will be
restructured," Mr. Silverman concluded.


<PAGE>



The Company also reported its investigation of accounting irregularities and
errors in the CUC businesses was complete and in line with previously announced
estimates. The financial results announced today incorporate all relevant
information obtained in that investigation and reflect the correction of
accounting policies changed as a result of its findings. A separate press
release will discuss the findings in more detail. Cendant also announced
yesterday that it has classified its Hebdo Mag and consumer software units as
discontinued operations. Therefore, all periods presented have been adjusted
appropriately.

For the first six months of 1998, Cendant reported income from continuing
operations of $0.47 per share versus $0.28 in 1997, an increase of 68%.
Revenues increased 24% to $2.5 billion. Results for the first quarter of 1998
have been restated to correct errors in revenue recognition at businesses of
the former CUC International ("CUC"). The net impact of implementing these
policies will lower 1998 first quarter results from continuing operations from
those previously reported by $0.04 per share. 1997 results are before merger
charges associated with the acquisition of PHH.

Certain matters discussed in the news release are forward-looking statements,
as defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to a number of known and unknown risks
and uncertainties including, but not limited to, the outcome of the Audit
Committee's investigation relating to the previously announced accounting
irregularities; the outcome of the pending class action litigation relating to
the previously announced accounting irregularities; uncertainty as to the
Company's future profitability; the Company's ability to develop and implement
operational and financial systems to manage rapidly growing operations;
competition in the Company's existing and potential future lines of business;
the Company's ability to integrate and operate successfully acquired businesses
and the risks associated with such businesses; the Company's ability to obtain
financing on acceptable terms to finance the Company's growth strategy and for
the Company to operate within the limitations imposed by financing
arrangements; uncertainty as to the future profitability of acquired
businesses; and other factors. Other factors and assumptions not identified
above were also involved in the derivation of these forward-looking statements,
and the failure of such other assumptions to be realized as well as other
factors may also cause actual results to differ materially from those
projected. The Company assumes no obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or changes in
other factors affecting such forward-looking statements.

Cendant (NYSE:CD) is the world's premier provider of consumer and business
services. The Company operates in three principal segments: Travel Services,
Real Estate Services and Alliance Marketing. In Travel Services, Cendant is the
leading franchisor of hotels and rental car agencies worldwide; the largest
provider of vacation exchange services; a leading fleet management company, the
UK's largest private car park operator, and a leading motorist assistance group
in the UK. In Real Estate Services, Cendant is the world's largest franchisor
of residential real estate brokerage offices, a major provider of mortgage
services to consumers and a global leader in corporate employee relocation. In
Alliance Marketing, Cendant provides access to insurance, travel, shopping,
auto, and other services, primarily through direct marketing to customers of
its affinity partners. Headquartered in Parsippany, NJ, the company has more
than 40,000 employees and operates in over 100 countries.



<PAGE>



Media Contact:                                       Investor Contact:

Cendant Corporation                                  Cendant Corporation
Elliot Bloom                                         David M. Johnson
973-496-8414  or                                     973-496-7909

                                                     Denise L. Gillen
                                                     973-496-7303

Kekst and Company
Jim Fingeroth
Roanne Kulakoff
212-521-4800



Tables Follow



<PAGE>



Second Quarter Financial Results - As Reported
- ----------------------------------------------
(In millions, except per share amounts)

The following information includes: (a) a second quarter 1998 one-time
restructuring charge reversal of $29 million after tax, or $0.03 per share (b)
certain 1998 expenses arising from resolution of the company's accounting
issues ($20.4 million after tax, or $0.02 per share) and (c) a second quarter
1997 one-time charge related to the PHH merger with HFS of $300 million ($225
million after tax, or $0.25 per share)
<TABLE>
<CAPTION>
                                                       Quarter Ended June 30,
                                                       ----------------------
                                                                                      % change
                                                       1998            1997            vs 2Q97
                                                       ----            ----            -------
<S>                                                  <C>            <C>                 <C>
Revenues                                             $1,306.3       $1,024.0            28
Expenses                                               959.1         1,076.6           (11)
                                                       -----         -------
Income before Income Taxes
And Minority Interest                                 $347.2          $(52.6)           --

Income (Loss) Continuing Operations                   $214.5          $(87.9)           --

Loss Discontinued Operations (1)                      $(3.6)           $(4.4)           --
Income (Loss)                                         $210.9          $(92.3)           --

EBITDA - Continuing Operations (2)                    $445.6          $313.6            42

Earnings per share

Diluted
  Continuing Operations                                $0.24           $(0.11)          --
  Discontinued Operations                              0.00              0.00           --
                                                       ----              ----
  Net Income                                           $0.24           $(0.11)          --

Basic
  Continuing Operations                                $0.24           $(0.11)          --
  Discontinued Operations                              0.00              0.00           --
                                                       ----              ----
  Net Income                                           $0.24           $(0.11)          --

Weighted Average shares -
  Diluted                                              900.9           804.2            12

</TABLE>


(1) Discontinued operations are Hebdo Mag classified advertising unit plus the
Cendant Software consumer education and entertainment software unit.

(2)  Earnings Before Interest, Taxes, Depreciation and Amortization



<PAGE>



Second Quarter Financial Results - Adjusted
- -------------------------------------------
(In millions, except per share amounts)

The following information excludes: (a) a second quarter 1998 one-time
restructuring charge reversal of $29 million after tax, or $0.03 per share (b)
certain 1998 expenses arising from resolution of the company's accounting
issues ($20.4 million after tax, or $0.02 per share) and (c) a second quarter
1997 one-time charge related to the PHH merger with HFS of $300 million ($225
million after tax, or $0.25 per share),
<TABLE>
<CAPTION>
                                                       Quarter Ended June 30,
                                                       ----------------------
                                                                                      % change
                                                       1998            1997            vs 2Q97
                                                       ----            ----            -------
<S>                                                  <C>            <C>                 <C>
Revenues                                             $1,306.3       $1,024.0            28
Expenses                                               968.9           777.0            25
                                                       -----           -----
Income before Income Taxes
And Minority Interest                                 $337.4          $247.0            37

Income Continuing Operations                          $205.5          $136.8            50

Loss Discontinued Operations (1)                      $(3.6)           $(4.4)           --
Income                                                $201.9          $132.4            52

EBITDA - Continuing Operations (2)                    $445.6          $313.6            42

Earnings per share

Diluted
  Continuing Operations                                $0.23            $0.16           44
  Discontinued Operations                              0.00              0.00           --
                                                       ----              ----
  Net Income                                           $0.23            $0.16           44

Basic
  Continuing Operations                                $0.24            $0.17           41
  Discontinued Operations                              0.00             (0.01)          --
                                                       ----              -----
  Net Income                                           $0.24            $0.16           50

Weighted Average shares -
Diluted                                                900.9           879.3             2
</TABLE>


(1) Discontinued operations are Hebdo Mag classified advertising unit plus the
Cendant Software consumer education and entertainment software unit.

(2)  Earnings Before Interest, Taxes, Depreciation and Amortization



<PAGE>


First Half Financial Results - As Reported
- -------------------------------------------
(In millions, except per share amounts)

The following information includes: (a) a second quarter 1998 one-time
restructuring charge reversal of $29 million after tax, or $0.03 per share (b)
certain 1998 expenses arising from resolution of the company's accounting
issues ($20.4 million after tax, or $0.02 per share) and (c) a second quarter
1997 one-time charge related to the PHH merger with HFS of $300 million ($225
million after tax, or $0.25 per share)
<TABLE>
<CAPTION>
                                                    Six Months Ended June 30,
                                                    -------------------------
                                                                                      % change
                                                       1998            1997            vs 1H97
                                                       ----            ----            -------
<S>                                                  <C>            <C>                 <C>
Revenues                                             $2,461.2       $1,981.8            24
Expenses                                              1,782.7        1,847.2            (3)
                                                      -------        -------
Income before Income Taxes
And Minority Interest                                 $678.5          $134.6            --

Income Continuing Operations                          $430.0           $12.5            --

Income Discontinued Operations (1)                    $(16.2)          $(1.5)           --
Income                                                $413.8           $11.0            --

EBITDA - Continuing Operations (2)                    $875.9          $563.2            56

Earnings (Loss) per share

Diluted
  Continuing Operations                                $0.48            $0.02           --
  Discontinued Operations                             (0.02)            (0.01)          --
                                                      ------             -----
  Net Income                                           $0.46            $0.01           --

Basic
  Continuing Operations                                $0.51            $0.02           --
  Discontinued Operations                             (0.02)            (0.01)          --
                                                       -----             -----
  Net Income                                           $0.49            $0.01           --

Weighted Average shares -
  Diluted                                              907.8           803.2            13
</TABLE>


(1) Discontinued operations are Hebdo Mag classified advertising unit plus the
Cendant Software consumer education and entertainment software unit.

(2)  Earnings Before Interest, Taxes, Depreciation and Amortization



<PAGE>



 First Half Financial Results - Adjusted
- -------------------------------------------
(In millions, except per share amounts)

The following information excludes: (a) a second quarter 1998 one-time
restructuring charge reversal of $29 million after tax, or $0.03 per share (b)
certain 1998 expenses arising from the investigation of the company's
accounting issues ($20.4 million after tax, or $0.02 per share) and (c) a
second quarter 1997 one-time charge related to the PHH merger with HFS of $300
million ($225 million after tax, or $0.25 per share)
<TABLE>
<CAPTION>
                                                    Six Months Ended June 30,
                                                    -------------------------
                                                                                      % change
                                                       1998            1997            vs 1H97
                                                       ----            ----            -------
<S>                                                  <C>            <C>                 <C>
Revenues                                             $2,461.2       $1,981.8            24
Expenses                                              1,777.4        1,547.8            15
                                                      -------        -------
Income before Income Taxes
And Minority Interest                                 $683.8          $434.0            58

Income Continuing Operations                          $421.0          $237.3            77

Income (Loss) Discontinued Operations (1)             $(16.2)          $(1.5)           --
Net Income                                            $404.8          $235.8            72

EBITDA - Continuing Operations (2)                    $875.9          $563.2            56

Earnings (Loss) per share

Diluted
  Continuing Operations                                $0.47            $0.28           68
  Discontinued Operations                             (0.02)             0.00           --
                                                       ----              ----
  Net Income                                           $0.45            $0.28           61

Basic
  Continuing Operations                                $0.50            $0.30           67
  Discontinued Operations                             (0.02)             0.00           --
                                                       -----             ----
  Net Income                                           $0.48            $0.30           60

Weighted Average shares -
  Diluted                                              907.8           878.4             3
</TABLE>



(1) Discontinued operations are Hebdo Mag classified advertising unit plus the
Cendant Software consumer education and entertainment software unit.

(2)  Earnings Before Interest, Taxes, Depreciation and Amortization


<PAGE>



SECOND QUARTER RESULTS BY SEGMENT*
(Dollars in millions)

<TABLE>
<CAPTION>
                                        REVENUE                            EBITDA (2)                 EBITDA MARGIN
                               ------------------------             ----------------------            --------------
                                 1998       1997      %              1998      1997      %            1998      1997
                                 ----       ----      -              ----      ----      -            ----      ----
<S>                            <C>        <C>         <C>           <C>       <C>       <C>             <C>       <C>
TRAVEL
  Lodging                      $117.2     $108.1      8             $63.7     $51.4     24              54        48
  Timeshare                      94.0       85.3     10              33.3      27.4     21              35        32
  Car Rental                     48.2       38.6     25              32.1      25.2     27              67        65
  Fleet                          80.8       65.7     23              37.2      28.2     32              46        43
  Other (ETS, NPC)              135.0       22.0    515              30.3       7.9    285              22        36
                                -----      -----                   ------    ------   
TOTAL                          $475.2     $319.7     49            $196.5    $140.1     40              41        44

REAL ESTATE
  Franchise                    $131.5      $83.7     57            $102.7     $57.3     79              78        68
  Relocation                    110.2      103.4      7              26.5      27.2     -3              24        26
  Mortgage                       94.0       42.5    121              44.6      19.9    124              48        47
  Other                          19.2       17.2     11               2.7       2.5      8              14        15
                                -----      -----                   ------    ------   
TOTAL                          $354.9     $246.8     44            $176.5    $106.9     65              50        43

ALLIANCE
MARKETING
  Individual                   $206.2     $167.3     23             $21.1      $5.4    291              10         3
  Wholesale/Insurance           138.7      129.4      7              43.5      31.9     36              31        25
  Lifestyle                      66.7       59.2     13              -8.4     -11.7     28             -13       -20
                                -----      -----                   ------    ------  
TOTAL                          $411.6     $355.9     16             $56.2     $25.6    120              14         7

OTHER                           $64.6     $101.6    -36             $16.4     $41.0    -60              25        40

TOTAL

CONTINUING OPERATIONS        $1,306.3   $1,024.0     28            $445.6    $313.6     42              34        31

DISCONTINUED
OPERATIONS (1)
  Software                     $130.5      $50.8    157              $0.7     -$4.5     --               1        -9
  Hebdo Mag                      74.4       48.9     52              23.8      11.7    103              32        24
                                -----      -----                   ------    ------   
TOTAL                          $204.9      $99.7    105             $24.5      $7.2    238              12         7


TOTAL                        $1,511.2   $1,123.7     34            $470.1    $320.8     47              31        29
</TABLE>

*Excludes results of one-time merger and unusual charges in 1997 plus other
unusual expenses associated with resolution of accounting issues in 1998.

Discontinued operations are Hebdo Mag classified advertising unit plus the
     Cendant Software consumer education and entertainment software unit.

Earnings Before Interest, Taxes, Depreciation and Amortization

                                                        14


<PAGE>



FIRST HALF RESULTS BY SEGMENT*
(Dollars in millions)


<TABLE>
<CAPTION>
                                        REVENUE                            EBITDA (2)                 EBITDA MARGIN
                               ------------------------             ----------------------            --------------
                                 1998       1997      %              1998      1997      %            1998      1997
                                 ----       ----      -              ----      ----      -            ----      ----
<S>                            <C>        <C>         <C>           <C>       <C>       <C>             <C>       <C>
TRAVEL
  Lodging                      $211.9     $198.0      7            $114.5     $94.5     21              54        48
  Timeshare                     200.4      179.0     12              75.3      55.7     35              38        31
  Car Rental                     93.2       73.1     27              62.9      45.6     38              67        62
  Fleet                         163.6      146.6     12              79.1      64.0     24              48        44
  Other (ETS, NPC)              153.9       39.4    291              32.9      12.2    170              21        31
                                -----      -----                   ------    ------   
TOTAL                          $822.9     $636.1     29            $364.6    $272.0     34              44        43

REAL ESTATE
  Franchise                    $215.8     $139.1     55            $161.1     $86.2     87              75        62
  Relocation                    209.9      188.7     11              53.7      43.1     25              26        23
  Mortgage                      172.0       76.1    126              81.9      34.1    140              48        45
  Other                          36.3       34.0      7               3.8       4.4    -14              11        13
                                -----      -----                   ------    ------   
TOTAL                          $634.0     $437.9     45            $300.5    $167.8     79              47        38

ALLIANCE
MARKETING
  Individual                   $393.7     $335.6     17             $43.0     $12.9    233              11         4
  Wholesale/Insurance           274.5      246.0     12              85.2      57.8     47              31        23
  Lifestyle                     133.9      132.4      1             -22.8      -9.5     --             -17        -7
                                -----      -----                   ------    ------   
TOTAL                          $802.1     $714.0     12            $105.3     $61.2     72              13         9

OTHER                          $202.2     $193.9      4            $105.4     $62.2     69              52        32

TOTAL

CONTINUING OPERATIONS        $2,461.2   $1,981.8     24            $875.9    $563.2     56              36        28

DISCONTINUED
OPERATIONS (1)
  Software                     $226.3     $115.1     97            -$19.3      $1.4     --              -9         1
  Hebdo Mag                     137.2       94.5     45              39.5      23.9     65              29        25
                                -----      -----                   ------    ------   
TOTAL                          $363.5     $209.6     73             $20.2     $25.3    -20               6        12


TOTAL                        $2,824.8   $2,191.4     29            $896.0    $588.5     52              32        27
</TABLE>


*Excludes results of one-time merger and unusual charges in 1997 plus other
unusual expenses associated with resolution of accounting issues in 1998.

Discontinued operations are Hebdo Mag classified advertising unit plus the
         Cendant Software consumer education and entertainment software unit.

Earnings Before Interest, Taxes, Depreciation and Amortization

                                                      # # #


<PAGE>



EXHIBIT 99.3

           SHAREHOLDERS APPROVE THE SALE OF RAC MOTORING SERVICES TO
       CENDANT FOR LI.450 MILLION, OR APPROXIMATELY $735 MILLION, IN CASH

PARSIPPANY, NEW JERSEY, August 12, 1998 - Cendant Corporation (NYSE:CD)
reported today that the Board of RAC Holdings Limited, the company which
indirectly owns RAC Motoring Services (RACMS), announced that its shareholders
overwhelmingly approved the sale of RACMS to Cendant for a total of Li.450
million, or approximately $735 million, in cash.

As previously announced, Cendant said it expects the acquisition of RAMCS would
be immediately accretive to its earnings per share, and that it would utilize
its committed bank facilities to pay for the acquisition.

"Today's vote is an important step towards implementing the sale of RACMS to
Cendant," said Brian McGivern, chairman of RAC Holdings Limited. "Subject to
regulatory approval by the Office of Fair Trading (OFT), we look forward to
completing the sale as soon as possible."

Cendant Vice Chairman, Stephen P. Holmes stated: "We are pleased that
shareholders overwhelmingly approved the transaction. We look forward to
continuing the RAC's long standing history of providing service excellence to
consumers."

Cendant (NYSE:CD) is the world's premier provider of consumer and business
services. Cendant operates in three principal segments: Travel Services, Real
Estate Services and Alliance Marketing. In Travel Services, Cendant is the
leading franchisor of hotels and rental car agencies worldwide; the largest
provider of vacation exchange services; a leading fleet management company; the
UK's largest private car park operator; and a leading motorist assistance group
in the UK. In Real Estate Services, Cendant is the world's largest franchisor
of residential real estate brokerage offices; a major provider of mortgage
services to consumers; and a global leader in corporate employee relocation. In
Alliance Marketing, Cendant provides access to insurance, travel, shopping,
auto, and other services, primarily through direct marketing to customers of
its affinity partners. Headquartered in Parsippany, NJ, the company has more
than 40,000 employees, operates in over 100 countries.

Media Contact:                                       Investor Contact:
Elliot Bloom                                         Denise L.  Gillen
Vice President                                       Vice President
Corporate Communications                                      Investor Relations
Cendant Corporation                                  Cendant Corporation
973-496-8414 or                                      973-496-7303

Jim Fingeroth
Kekst and Company
212-521-4800

 
<PAGE> 


EXHIBIT 99.4


             CENDANT CORPORATION TO SELL HEBDO MAG INTERNATIONAL TO
            HEBDO MANAGEMENT FOR APPROXIMATELY SEVEN MILLION SHARES
                OF CENDANT COMMON STOCK AND $410 MILLION IN CASH

PARSIPPANY, NEW JERSEY, August 12, 1998 - Cendant Corporation (NYSE:CD) today
announced it has agreed to sell 100% of its Hebdo Mag International subsidiary
to a company organized by Hebdo management for approximately seven million
shares of Cendant common stock and $410million in cash. Hebdo Mag International
is a worldwide pubisher, including via the internet, and distributor of
classified advertising information with operations in 14 countries. The
transaction is expected to be completed in the fourth quarter of 1998.

The sale of Hebdo Mag is part of a program by Cendant management to undertake
various strategic alternatives to enhance shareholder value by focusing on
Cendant's business model. The Company also announced that it has engaged Credit
Suisse First Boston to analyze strategic alternatives in regard to the
potential 100% IPO or third party sale of its entire consumer software business
unit which includes Knowledge Adventure, Blizzard Entertainment, Davidson &
Associates and Sierra On-Line.

Henry R. Silverman, Cendant Chairman, President and CEO stated: "We have no
comparative advantages as owners or managers of Hebdo or our software
businesses. Accordingly, we have determined these units do not fit within our
future business model. The sale of Hebdo will be neutral to 1998 earnings per
share and will add one cent to 1999 earnings per share. In addition, this
transaction will generate an after tax book gain of more than $250 million."

"I am confident the Hebdo transaction and the anticipated future sale of
Cendant's consumer software businesses will further sharpen our Company's focus
on providing service excellence to our key constituents including corporate
clients, franchisees and business partners. Cendant remains a premier provider
of business and consumer services throughout the world. We will cotninue to
leverage our strengths in our travel, real estate and direct marketing
businesses."

Cendant will immediately classify Hebdo Mag and the consumer software
businesses as discontinued operations, and will report financial results for
these units on this basis when the Company restates its financial results. The
sale of Hebdo Mag is conditioned upon, among other things, the receipt of
certain governmental approvals and financing.

Hebdo Mag management stated: "We welcome the challenge to continue the growth
of Hebdo Mag International which, in just 12 years, has become the world's
leading classified advertising information company, reaching 300 million
consumers worldwide."

Cendant (NYSE:CD) is the world's premier provider of consumer and business
services. Cendant operates in three principal segments: Travel Services, Real
Estate Services and Alliance Marketing. In Travel Services, Cendant is the
leading franchisor of hotels and rental car agencies worldwide; the largest
provider of vacation exchange services; a leading fleet management company; the
UK's largest private car park operator; and a leading motorist assistance group
in the UK. In Real Estate Services, Cendant is the world's largest franchisor
of residential real estate brokerage offices; a major provider of mortgage
services to consumers; and a global leader in corporate employee relocation. In
Alliance Marketing, Cendant provides access to insurance, travel, shopping,
auto, and other services, primarily through direct marketing to customers


<PAGE>


of its affinity partners. Headquartered in Parsippany, NJ, the company has more
than 40,000 employees, operates in over 100 countries.

Media Contact:                                       Investor Contact:
Elliot Bloom                                         Denise L.  Gillen
Vice President                                       Vice President
Corporate Communications                                      Investor Relations
Cendant Corporation                                  Cendant Corporation
973-496-8414 or                                      973-496-7303

Jim Fingeroth
Roanne Kulakoff
Kekst and Company
212-521-4800



<PAGE>



EXHIBIT 99.5

                               Unaudited Segment

                     Financial Data of Cendant Corporation

The related financial data of Cendant Corporation ("Company") presented below
has been derived from unaudited consolidated financial statements which, in the
opinion of management, includes all adjustments necessary for a fair
presentation of such financial results for each of the interim periods
presented. The following results are not necessarily indicative of results
which may be expected for any other interim period or for the year as a whole.
The information shown below is qualified in its entirety by, and should be used
in conjunction with the related consolidated financial statements of the
Company including the related footnotes thereto, to be filed by the Company on
August 14, 1998 in a Form 10-Q for the quarter ending June 30, 1998 and the
amended Form 10-K/A for the year ended December 31, 1997 and amended Form
10-Q/A for the quarter ending March 31, 1998 which are expected to be filed by
the end of August 1998.



<PAGE>

<TABLE>
<CAPTION>

CENDANT CORPORATION
COMPARATIVE REVENUE DRIVER ANALYSIS
(Revenue & EBITDA $ in millions)
<S><C>
                                            1st Quarter                                    2nd Quarter                 
- --------------------------------------------------------------------------------------------------------------------------
                                       1997             1998           %         1997            1998            %     
- --------------------------------------------------------------------------------------------------------------------------
Lodging

    Royalties Worldwide               $ 36.7             $ 38.9      6%           $ 47.6          $ 50.3       6%      
    Fund/Other                          53.1               55.8      5%             60.5            66.9      11%      
- -----------------------------------------------------------------------------------------------------------------------
         Total Revenue                  89.8               94.7      5%            108.1           117.2       8%      
- -----------------------------------------------------------------------------------------------------------------------

    EBITDA (1)                        $ 43.1             $ 50.8     18%           $ 51.4          $ 63.7      24%      

    Rooms Worldwide                  480,599            488,206      2%          488,145         496,706       2%      
    Royalty per Available Room       $ 76.46            $ 79.70      4%          $ 97.57        $ 101.27       4%      
- -----------------------------------------------------------------------------------------------------------------------
    Total Royalty                     $ 36.7             $ 38.9      6%           $ 47.6          $ 50.3       6%      
- -----------------------------------------------------------------------------------------------------------------------

Timeshare

    Member/Exchange Fees              $ 80.7             $ 87.1      8%           $ 73.8          $ 80.0       8%      
    Other                               13.1               19.2     47%             11.5            14.0      22%      
- -----------------------------------------------------------------------------------------------------------------------
        Total Revenue                   93.8              106.3     13%             85.3            94.0      10%      
- -----------------------------------------------------------------------------------------------------------------------

    EBITDA (1)                        $ 28.3             $ 42.1     49%           $ 27.4          $ 33.3      22%      

    Number of Exchanges              475,086            492,436      4%          405,120         411,711       2%      
    Annual Number of Exchanges     1,900,344          1,969,744      4%        1,620,480       1,646,844       2%      
    Average Members                2,039,811          2,177,050      7%        2,049,972       2,186,424       7%      
- -----------------------------------------------------------------------------------------------------------------------
    Total Units                    3,940,155          4,146,794      5%        3,670,452       3,833,268       4%      
    Average Fee                      $ 20.47            $ 21.01      3%          $ 20.11         $ 20.87       4%      
- -----------------------------------------------------------------------------------------------------------------------
    Total Member/Exchange Fees        $ 80.7             $ 87.1      8%           $ 73.8          $ 80.0       8%      
- -----------------------------------------------------------------------------------------------------------------------

Car Rental

    Royalties                         $ 19.9             $ 23.7     19%           $ 24.3          $ 25.7       6%      
    Other                               14.6               21.4     47%             14.3            22.5      57%      
- -----------------------------------------------------------------------------------------------------------------------
        Total Revenue                   34.5               45.1     31%             38.6            48.2      25%      
- -----------------------------------------------------------------------------------------------------------------------

    EBITDA (1)                        $ 20.4             $ 30.8     51%           $ 25.2          $ 32.1      27%      

    Rental days                   12,821,008         12,464,857     -3%       13,340,886      13,867,489         4%    
    Royalty per Rental day            $ 1.55             $ 1.90     22%           $ 1.82          $ 1.85      2%       
- -----------------------------------------------------------------------------------------------------------------------
    Total Royalty                     $ 19.9             $ 23.7     19%           $ 24.3          $ 25.7       6%      
- -----------------------------------------------------------------------------------------------------------------------

Fleet Management

    Total Revenue                     $ 80.8             $ 82.7      2%           $ 65.7          $ 80.8      23%      

    EBITDA (1)                        $ 35.8             $ 41.9     17%           $ 28.2          $ 37.2      32%      

    Number of Cars/Cards           1,524,585          2,166,659     42%        1,549,975       2,245,550        45%    
    Revenue per Car/Card             $ 52.99            $ 38.19    -28%          $ 42.38         $ 35.97    -15%       
- -----------------------------------------------------------------------------------------------------------------------
    Total Revenue                    $ 80.8              $ 82.7      2%           $ 65.7          $ 80.8      23%      
- -----------------------------------------------------------------------------------------------------------------------



<PAGE>



     3rd Quarter      4th Quarter             Total   
- ------------------------------------------------------
       1997               1997               1997     
- ------------------------------------------------------
                                                      
                                                      
        $ 57.2             $ 40.0           $ 181.6   
          67.3               61.5             242.4   
- ----------------------------------------------------- 
         124.5              101.5             424.0   
- ----------------------------------------------------- 
                                                      
        $ 58.2             $ 53.4           $ 206.1   
                                                      
       497,020            503,183           492,254   
      $ 115.09            $ 79.45          $ 368.83   
- ----------------------------------------------------- 
        $ 57.2             $ 40.0           $ 181.6   
- ----------------------------------------------------- 
                                                      
                                                      
                                                      
        $ 77.1             $ 72.2           $ 303.8   
           9.8                8.1              42.5   
- ------------------------------------------------------
          86.9               80.3             346.3   
- ------------------------------------------------------
                                                      
        $ 31.3             $ 26.1           $ 113.1   
                                                      
       406,936            360,825         1,647,967   
     1,627,744          1,443,300         1,647,967   
     2,074,412          2,089,700         2,155,795   
- ------------------------------------------------------
     3,702,156          3,533,000         3,803,762   
       $ 20.83            $ 20.44           $ 79.86   
- ------------------------------------------------------
        $ 77.1             $ 72.2           $ 303.8   
- ------------------------------------------------------
                                                      
                                                      
                                                      
        $ 27.4             $ 23.7            $ 95.3   
          14.0               12.0              54.9   
- ---------------------------------------------------   
          41.4               35.7             150.2   
- ---------------------------------------------------   
                                                      
        $ 28.0             $ 23.1            $ 96.7   
                                                      
    15,021,195         12,506,732        53,689,821   
        $ 1.82             $ 1.89            $ 1.77   
- ---------------------------------------------------   
        $ 27.4             $ 23.7            $ 95.3   
- ---------------------------------------------------   
                                                      
                                                      
                                                      
        $ 59.8             $ 65.5           $ 271.8   
                                                      
        $ 21.6             $ 21.7           $ 107.3   
                                                      
     1,577,602          1,590,470         1,560,657   
       $ 37.91            $ 41.18          $ 174.15   
- ---------------------------------------------------   
        $ 59.8             $ 65.5           $ 271.8   
- ---------------------------------------------------   







<PAGE>
CENDANT CORPORATION
COMPARATIVE REVENUE DRIVER ANALYSIS
(Revenue & EBITDA $ in millions)

                                                               1st Quarter                                  2nd Quarter            
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   1997                   1998           %        1997           1998            % 
- -----------------------------------------------------------------------------------------------------------------------------------
Other Travel (NPC and Global Refund)

    Total Revenue                                $ 17.5                 $ 18.9          8%      $ 22.0         $ 135.0         514%

    EBITDA (1)                                    $ 4.3                  $ 2.6        -40%       $ 7.9          $ 30.3         284%

Total Travel (excluding Hebdo Mag)

    Revenue                                     $ 316.4                $ 347.7         10%     $ 319.7         $ 475.2          49%

    EBITDA (1)                                  $ 131.9                $ 168.2         28%     $ 140.1         $ 196.6          40%

Hebdo Mag

    Revenue                                      $ 45.6                 $ 62.8         38%      $ 48.9          $ 74.4          52%

    EBITDA (1)                                   $ 12.2                 $ 15.7         29%      $ 11.7          $ 23.8         103%

Total Travel (including Hebdo Mag)

    Revenue                                     $ 362.0                $ 410.5         13%     $ 368.6         $ 549.6          49%

    EBITDA (1)                                  $ 144.1                $ 183.9         28%     $ 151.8         $ 220.4          45%




     3rd Quarter     4th Quarter      Total     
- ----------------------------------------------- 
           1997          1997           1997    
- ----------------------------------------------- 
                                                
                                                
        $ 28.2          $ 25.2         $ 92.9   
                                                
         $ 7.6           $ 4.5         $ 24.3   
                                                
                                                
                                                
       $ 340.8         $ 308.2      $ 1,285.1   
                                                
       $ 146.7         $ 128.8        $ 547.5   
                                                
                                                
                                                
        $ 51.3          $ 62.7        $ 208.5   
                                                
        $ 12.3          $ 14.2         $ 50.4   
                                                
                                                
                                                
       $ 392.1         $ 370.9      $ 1,493.6   
                                                
       $ 159.0         $ 143.0        $ 597.9   
                                                


<PAGE>
CENDANT CORPORATION
COMPARATIVE REVENUE DRIVER ANALYSIS
(Revenue & EBITDA $ in millions)



                                                          1st Quarter                          2nd Quarter                  
- --------------------------------------------------------------------------------------------------------------------------
                                                   1997              1998           %    1997       1998             %    
- --------------------------------------------------------------------------------------------------------------------------

Real Estate Franchise

    Royalties Worldwide                          $ 48.3            $ 71.1         47%      $ 74.6     $ 108.7       46%   
    Other                                           7.1              13.2         86%         9.1        22.8      151%   
- --------------------------------------------------------------------------------------------------------------------------
         Total Revenue                             55.4              84.3         52%        83.7       131.5       57%   

    EBITDA (1)                                   $ 28.9            $ 58.4        102%      $ 57.3     $ 102.7       79%   

    Closed sides Domestic                       265,896           322,995         21%     402,386     498,893         24% 
    Avg Price                                 $ 118,362         $ 135,445         14%   $ 122,285   $ 142,735         17% 
    Adj Royalty Rate (roy x comm)                 0.15%             0.16%        0.01       0.15%       0.15%      0.00   
- --------------------------------------------------------------------------------------------------------------------------
    Total Royalties                              $ 48.3            $ 71.1         47%      $ 74.6     $ 108.7       46%   
- --------------------------------------------------------------------------------------------------------------------------


Relocation Services

    Total Revenue                                $ 85.2            $ 99.7         17%     $ 103.4     $ 110.2        7%   

    EBITDA (1)                                   $ 15.9            $ 27.2         71%      $ 27.2      $ 26.5       -3%   

Mortgage Services

    Production Fees                              $ 19.2            $ 53.7        180%      $ 30.8      $ 80.4      161%   
    Service Fees                                   14.4              24.3         68%        11.7        13.6       16%   
- --------------------------------------------------------------------------------------------------------------------------
         Total Revenue                             33.6              78.0        132%        42.5        94.0      121%   

    EBITDA (1)                                   $ 14.2            $ 37.3        163%      $ 19.9      $ 44.6      124%   

    Production Loan Closings (000's)            $ 1,783           $ 4,615          159%   $ 2,480     $ 6,576        165% 
    Avg Fee - Basis Points                        107.6             116.4          8%       124.1       122.2       -2%   

    Avg Servicing Loan Portfolio               $ 25,103          $ 30,908           23%  $ 25,636    $ 34,004         33% 
    Avg Fee - Basis Points                          5.8               7.6         31%         4.6         4.0      -13%   

New Mover

    Total Revenue                                $ 16.8            $ 17.1          2%      $ 17.2      $ 19.2       12%   

    EBITDA (1)                                    $ 1.9             $ 1.1        -42%       $ 2.5       $ 2.7        8%   

Total Real Estate

    Revenue                                     $ 191.1           $ 279.1         46%     $ 246.8     $ 354.9       44%   

    EBITDA (1)                                   $ 60.9           $ 124.0        104%     $ 106.9     $ 176.5       65%   


    3rd Quarter     4th Quarter      Total   
- -------------------------------------------  
        1997          1997           1997    
- -------------------------------------------  
                                             
                                             
                                             
        $ 85.8       $ 85.2       $ 293.9    
          12.5         12.0          40.7    
- ----------------------------------------     
          98.3         97.2         334.6    
                                             
        $ 72.6       $ 68.1       $ 226.9    
                                             
       438,120      431,423     1,537,825    
     $ 131,285    $ 130,909     $ 126,590    
         0.15%        0.15%         0.15%    
- ----------------------------------------     
        $ 85.8       $ 85.2       $ 293.9    
- ----------------------------------------     
                                             
                                             
                                             
                                             
       $ 112.0      $ 101.8       $ 402.4    
                                             
        $ 36.6       $ 23.8       $ 103.5    
                                             
                                             
                                             
        $ 35.0       $ 33.2       $ 118.2    
          16.6         18.3          61.0    
- ----------------------------------------     
          51.6         51.5         179.2    
                                             
        $ 20.8       $ 19.8        $ 74.7    
                                             
       $ 3,547      $ 3,907      $ 11,717    
          98.7         84.9         100.8    
                                             
      $ 27,074     $ 28,999      $ 26,703    
           6.1          6.3          22.9    
                                             
                                             
                                             
        $ 19.3       $ 18.3        $ 71.6    
                                             
         $ 3.4        $ 2.4        $ 10.2    
                                             
                                             
                                             
       $ 281.2      $ 268.8       $ 987.9    
                                             
       $ 133.4      $ 114.1       $ 415.3    
                                             



<PAGE>

CENDANT CORPORATION
COMPARATIVE REVENUE DRIVER ANALYSIS
(Revenue & EBITDA $ in millions)



                                                          1st Quarter                          2nd Quarter                
- ------------------------------------------------------------------------------------------------------------------------
                                                   1997            1998           %       1997       1998         %      
- ------------------------------------------------------------------------------------------------------------------------

Individual

    Revenue                                     $ 168.3          $ 187.5         11%    $ 167.3     $ 206.2      23%    

    EBITDA (1)                                    $ 7.6           $ 21.8        187%      $ 5.4      $ 21.1     291%    

Insurance/Wholesale

    Revenue                                     $ 116.5          $ 135.8         17%    $ 129.4     $ 138.7       7%    

    EBITDA (1)                                   $ 25.9           $ 41.7         61%     $ 31.9      $ 43.5      36%    

Lifestyle

    Revenue                                      $ 73.2           $ 67.2         -8%     $ 59.2      $ 66.7      13%    

    EBITDA (1)                                    $ 2.1          $ (14.4)      -786%    $ (11.7)     $ (8.4)     28%    

Total Alliance Marketing

    Revenue                                     $ 358.0          $ 390.5          9%    $ 355.9     $ 411.6      16%    

    EBITDA (1)                                   $ 35.6           $ 49.1         38%     $ 25.6      $ 56.2     120%    



  3rd Quarter     4th Quarter      Total   
- -----------------------------------------  
       1997          1997           1997   
- -----------------------------------------  
                                           
                                           
                                           
     $ 168.9       $ 171.0       $ 675.5   
                                           
      $ (1.3)       $ 31.8        $ 43.5   
                                           
                                           
                                           
     $ 124.8       $ 140.0       $ 510.7   
                                           
      $ 29.5        $ 28.3       $ 115.6   
                                           
                                           
                                           
     $ 149.2       $ 135.9       $ 417.5   
                                           
      $ 51.4        $ 21.3        $ 63.1   
                                           
                                           
                                           
     $ 442.9       $ 446.9     $ 1,603.7   
                                           
      $ 79.6        $ 81.4       $ 222.2   
                                           





    Note:  Driver information for Individual and Insurance/Wholesale will be made available later in the third quarter.


<PAGE>
CENDANT CORPORATION
COMPARATIVE REVENUE DRIVER ANALYSIS
(Revenue & EBITDA $ in millions)

                                            1st Quarter                                    2nd Quarter                 
- -----------------------------------------------------------------------------------------------------------------------
                                       1997             1998           %         1997            1998            %     
- -----------------------------------------------------------------------------------------------------------------------

Other (excluding Software)

    Revenue                             $ 92.3        $ 137.6         49%         $ 101.6         $ 64.6         -36%  

    EBITDA                              $ 21.2         $ 89.0        320%          $ 41.0         $ 16.4         -60%  

Software

    Revenue                             $ 64.3         $ 95.9         49%          $ 50.8        $ 130.5         157%  

    EBITDA                               $ 5.9        $ (20.1)      -441%          $ (4.5)         $ 0.7         116%  


Total Other (including Software)

    Revenue                            $ 156.6        $ 233.5         49%         $ 152.4        $ 195.1          28%  

    EBITDA                              $ 27.1         $ 68.9        154%          $ 36.5         $ 17.1         -53%  





     3rd Quarter      4th Quarter             Total        
- ---------------------------------------------------------  
       1997               1997               1997          
- ---------------------------------------------------------  
                                                           
                                                           
                                                           
     $ 126.8             $ 72.2            $ 392.9         
                                                           
      $ 61.9             $ (8.0)           $ 116.1         
                                                           
                                                           
                                                           
      $ 62.5            $ 134.8            $ 312.4         
                                                           
       $ 0.2             $ 49.9             $ 51.5         
                                                           
                                                           
                                                           
                                                           
     $ 189.3            $ 207.0            $ 705.3         
                                                           
      $ 62.1             $ 41.9            $ 167.6         
                                                           








    Note:  Other Segment includes Jackson Hewitt, Wizcom, Essex, Wright Express and Corporate.


    (1)  Earnings before interest, taxes, depreciation, merger and unusual charges and investigation costs.


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