Wyndham Worldwide (WYN)

Definitive Agreement to Sell Travelport (Unaudited)

On June 30, 2006, Cendant entered into a definitive agreement to sell Travelport for $4,300 million in cash. The sale is expected to be completed in August 2006. If the sale of Travelport is completed, the net cash proceeds from the sale would be utilized in part to reduce the indebtedness anticipated to be incurred by the Company in connection with the separation and utilized to satisfy certain outstanding Cendant corporate indebtedness. The amount and timing of such reduction would depend, in large part, on the timing of the completion of the sale of Travelport and on the ultimate amount of proceeds received by the Company in such a sale.

In addition, if a sale of Travelport is completed, the Company expects that such sale would change the Company’s expected allocation of Cendant’s contingent and other corporate liabilities and contingent and other corporate assets attributable to periods prior to the completion of the plan of separation from 30% to 37.5%. There can be no assurance that a sale of Travelport will be completed or as to the terms of any such sale. If a sale is not completed, Cendant expects to pursue its original plan to distribute the shares of common stock of Travelport to Cendant stockholders. Upon a sale of Travelport, certain Cendant assets and liabilities may be allocated only to the Company and Realogy. Although the Company does not currently expect the terms of any commercial arrangements, including any short-term transition arrangements, to be affected by a potential sale of Travelport, there can be no assurance that this will be the case.