Cendant Announces Tender Offer

Cendant Corporation (NYSE: CD) today announced that it will commence a tender offer to purchase the remaining $945,819,000 principal amount of its outstanding 7?% Notes due December 1, 2003 (the “Notes”) at a price of $1,044.50 per $1,000 principal amount of Notes, in cash, plus accrued and unpaid interest on the Notes to, but not including, the date of payment. A portion of the proceeds from the Company`s recently closed $2.0 billion bond issue will finance this repurchase of debt. The tender offer will expire at 5:00 p.m., Eastern Standard Time, on January 27, 2003, unless extended. JP Morgan and Salomon Smith Barney are the dealer managers for the tender offer. Mellon Investor Services LLC is the information agent for this offer.

The tender offer will not have a material impact on Cendant`s full-year 2003 earnings per share. The premium to carrying value that Cendant will pay in connection with the tender offer will be treated as an expense in the first quarter and therefore the tender offer will reduce first quarter earnings by $0.01 to $0.02 per share. This impact will be offset by reduced interest expense over the remaining quarters of 2003.

Copies of the Offer to Purchase, dated January 16, 2003, and other related documents will be mailed to all holders of the Notes. Subject to applicable law, Cendant may, at its sole discretion, waive any condition applicable to the tender offer and may extend or otherwise amend the tender offer. The tender offer is not conditioned on a minimum amount of Notes being tendered. The consummation of the tender offer is subject to certain conditions described in the Offer to Purchase.

If a holder of the Debentures or Notes desires to tender those securities pursuant to the Offers, the holder may do so through Depository Trust Corporation’s (DTC) ATOP program or by following the instructions in the offering documents.

Questions concerning the terms of the tender offer may be addressed to JP Morgan at 1-866-834-4666 or Salomon Smith Barney at 1-800-558-3745. Questions related to the mechanics of the tender offer and requests for copies of the Offer to Purchase and other related documents may be obtained by contacting Mellon Investor Services LLC at (866) 894-3618.


Neither the Company, its Board of Directors, the Information Agent nor the dealer managers makes any recommendation as to whether holders of the Notes should tender or refrain from tendering Notes. This press release does not constitute an offer to purchase any securities. The offer is made only by the Offer to Purchase.

Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 90,000 employees, New York City-based Cendant provides these services to businesses and consumers in over 100 countries.