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Timeshare Resorts and Rental InvestorInvestor DayDay 20062006 Forward Looking Statements Certain statements in this presentation constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cendant and/or each of its business segments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward- looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. Such forward-looking statements also include projections, forecasts or other estimates of future results or performance. Such projections, forecasts or estimates were not prepared in accordance with published guidelines of the American Institute of Certified Public Accountants or with a view to compliance with published guidelines of the SEC regarding projections and forecasts, nor have such projections, forecasts or estimates been audited, examined or otherwise reviewed by independent auditors of Cendant or its affiliates. In addition, such projections, forecasts and estimates are based upon many assumptions and estimates and are inherently subject to significant economic, competitive and other uncertainties and contingencies. Many of the assumptions are beyond the control of Cendant and its affiliates and some or all of the assumptions may not materialize. In addition, unanticipated events and circumstances with regard to any of the factors described above or other matters not listed above may affect actual financial results and performance in the future. Accordingly, actual results and performance may be materially higher or lower than those projected, forecast or estimated. The projections, forecasts and estimates are based upon an analysis of the data available at this time and are not guarantees of future performance. While the projections, forecasts and estimates are necessarily presented with numerical specificity, the actual results and performance achieved for the relevant projected period may vary from the projected results. The inclusion of such projections, forecasts and estimates herein should not be regarded as a representation or guarantee by Cendant or its affiliates that the projections, 1 forecasts and estimates will prove to be correct. Forward Looking Statements (Continued) Cendant cannot provide any assurances that the contemplated separation or any of the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. The contemplated separation is subject to certain conditions precedent, including final approval by the Board of Directors of Cendant. Various risks that could affect the timing, implementation and outcome of Cendant's plan to separate into four independent entities (including the distribution of shares of the entities being separated) include, but are not limited to: risks inherent in the contemplated separation and related transactions, including risks related to increased borrowings and costs related to the proposed transactions; increased demands on Cendant's management teams, as well as the management teams of each of the separated businesses, as a result of executing the proposed transactions; required changes to existing financings, and changes in credit ratings, including those that may result for the transactions related to the proposed separation; the terms of agreements among the separating companies, including the allocations of assets and liabilities and commercial arrangements; Cendant's and the separated businesses' ability to obtain financing necessary to complete all or a portion of the proposed separation, Cendant's ability to satisfy certain conditions precedent, including final approval by Cendant's Board of Directors, receipt of a tax opinion of counsel, receipt of solvency opinions and the filing and effectiveness of registration statements with the SEC. Various risks that could cause future results to differ from those expressed by the forward- looking statements included in this presentation include, but are not limited to: changes in business, political and economic conditions in the United States and in other countries in which Cendant, its companies and businesses (including the separated businesses) currently do business; changes in governmental regulations and policies and actions of regulatory bodies; changes in Cendant's overall operating performance and changes in the operating performance of any of the Company’s business segments (including the separated businesses); access to financing sources, and new costs, which may be greater than the general corporate overhead expenses currently allocated due to each of the businesses being operated as stand-alone companies rather than as part of an integrated group. 2 Forward Looking Statements (Continued) Other unknown or unpredictable factors also could have material adverse effects on Cendant's and each of its business segments’ (including the separated businesses) performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward- looking events discussed in this presentation may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this presentation. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward looking statements are specified in Cendant's 10-K for 2005, including under headings such as "Forward-Looking Statements", “Risk Factors” and "Management’s Discussion and Analysis of Financial Condition and Results of Operations". Except for the Company's ongoing obligations to disclose material information under the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. Certain terms used in this presentation are defined in the attached glossary to which you should refer. Additionally, any non-GAAP financial measures, as defined under SEC rules, in this presentation are defined and reconciled to the most comparable GAAP measure within the attached glossary. All data presented for 2006 are projections and estimates and constitute forward-looking statements. 3 Overview of Wyndham Worldwide Wyndham Worldwide is a global leader in leisure accommodations with $738 million of EBITDA in 2005(1) Wyndham Worldwide ‘WYN’ Vacation Exchange Lodging Timeshare Resorts and Rental (2) • World’s largest hotel • World’s largest • World’s largest timeshare franchisor timeshare exchange developer and marketer • 10% of U.S. hotel room network • Over 140 resorts supply • Leading European • 39% of WYN’s 2005 EBITDA • 27% of WYN’s 2005 Vacation Rental Group EBITDA • 34% of WYN’s 2005 EBITDA 4 (1) Prior to any changes due to split from Cendant (2) Closing of acquisition subject to satisfaction of customary closing conditions including regulatory approvals Overview — Who Are We • We Are . World’s Largest: ` Hotel Franchisor ` Timeshare Developer and Marketer ` Vacation Exchange Network ` European Vacation Rental Network • We Have . ` Stable and Diverse revenue streams. Strong revenue, earnings and cash flow growth prospects ` Long Operating History in each of the Business Units ` Innovation in developing unique products and services ` Experienced management team 5 Global Opportunity Industry Size — 2005 estimate Global Industry ($ in Billions) Lodging Exchange & Rental(1) Timeshare Total Revenue 340.0 12.8 36.0 Total EBIT 48.0 2.2 5.4 EBIT Margin % 14% 17% 15% Total WYN Rev Share 0.2% 13.5% 2.8% 0.8% WYN EBIT Share 0.4% 11.8% 3.5% 1.1% U.S. Industry ($ in Billions) (1) Wyndham Worldwide has Lodging significant opportunity for Exchange & Rental Timeshare growth, both in the U.S. Total Revenue 124.3 8.8 8.1 and globally. Total EBIT 20.8 1.5 1.3 and globally. EBIT Margin % 17% 17% 16% Total WYN Rev Share 0.4%18.6% 4.6% 1.8% WYN EBIT Share 0.8% 16.4% 5.5% 2.1% Sources: Smith Travel Research, Deloitte, Pricewaterhouse Coopers, ARDA, Ragatz & Associates 6 (a Cendant Company), Boston Consulting Group, Euromonitor (1) Non Hotel Leisure Rental Properties Industry Growth Opportunity — Lodging 2,974 U.S. Lodging Avg Daily Number of Rooms Sold 2,891 (in Thousands) 2,805 2,716 Industry 2,649 2,604 2,560 2,569 2000 2001 2002 2003 2004 2005 2006E 2007E RevPAR $61.50 $65.30 $53.90 $50.20 $48.80 $49.00 $52.90 $57.30 Source – Pricewaterhouse Coopers LLP, Smith Travel Research Global Lodging Industry 7 Industry Growth Opportunity — Timeshare Resorts Global Timeshare Industry 12.0 Industry Revenues by Year US household 10.7 penetration 14 Year CAGR = 10% < 5% 9.4 5 Year CAGR = 12% 8.6 7.7 Global penetration 6.7 6.1 even 5.3 5.7 lower 4.8 5.1 4.2 4.5 3.7 3.2 Large opportunity for future growth 1990 1995 2000 2004 ($ in Billions)
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