PRESENTATION: Second Quarter 2020 Webcast Presentation (Slides)

Realogy

Earnings Call Q2 2020

Management Presenters

Ryan Schneider

Chief Executive Officer and President

Charlotte Simonelli

Executive Vice President, Chief Financial Officer

& Treasurer

Alicia Swift

Senior Vice President, Investor Relations and

Financial Planning & Analysis

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Important Disclosures

Forward-Looking Statements

This presentation contains forward-looking statements. The Company desires to take advantage of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the express purpose of availing itself of the protections of the safe harbor with respect to all forward-looking statements. Therefore, the Company wishes to caution each participant to consider carefully the specific factors discussed with each forward-looking statement in this presentation and other factors contained in the Company's filings with the Securities and Exchange Commission under the captions "Forward-Looking Statements", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" as such factors in some cases have affected, and in the future (together with other factors) could affect, the ability of the Company to implement its business strategy and may cause actual results to differ materially from those contemplated by the statements expressed herein. Forward-looking statements and projections are inherently subject to significant economic, competitive and other uncertainties and contingencies, many of which are beyond the control of management, including, but not limited to, any statements we make related to expectations with respect to the ongoing COVID-19 crisis. The information contained in this presentation is as of July 30, 2020. The Company assumes no obligation to update the information or the forward-looking statements contained herein, whether as a result of new information or otherwise. RECIPIENTS ARE STRONGLY ADVISED TO READ THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

Non-GAAP Financial Measures

Certain financial measures, as used in this presentation, are supplemental measures of the Company's performance that are not Generally Accepted Accounting Principles ("GAAP") measures. Refer to slides 15-17 of this presentation and Tables 1a, 5a, 5b, 6a, 6b, 7, 8a, 8b and 9 of the July 30 press release announcing second quarter 2020 financial results for the definitions of these non-GAAP financial measures, a reconciliation of these measures to their most comparable GAAP measures, and the Company's explanation of why it believes these non-GAAP measures are useful to investors.

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Realogy's Industry Leadership in Franchise and Owned Brokerage

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Financial Results Overview

Net Revenue:

Operating EBITDA (continuing operations)1:

Operating EBITDA including discontinued operations1:

Net Income and Earnings Per Share (continuing operations):

Net Loss attributable to Realogy and Loss Per Share including discontinued operations:

Free Cash Flow (continuing operations)2:

Free Cash Flow including discontinued operations2:

Q2 2020

$1.2 billion

$172 million

$175 million

$28 million, or $0.23 per share

$(14) million, or $(0.12) per share

$106 million

$47 million

vs. Prior Year

Decreased $(457) million

Decreased $(63) million

Decreased $(70) million

Decreased $(41) million or $(0.36) per share

Decreased $(83) million or $(0.72) per share

Decreased $(72) million

Decreased $(100) million

• See Slide 15 for a reconciliation from Net income (loss) attributable to the Company to Operating EBITDA and Operating EBITDA including discontinued operations.

• See Slide 17 for a reconciliation from Net income (loss) attributable to the Company to Free Cash Flow and Free Cash Flow including discontinued operations.

Note: Refer to Table 9 of the Press Release dated July 30, 2020 for the definitions of these non-GAAP financial measures and the Company's explanation of why it believes these measures are useful to investors.

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Realogy Q2-20 Execution

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Monthly Transaction Volume Trend

• Open Transaction Volume is adjusted so that the comparable periods have the same number of business days.
• Closed Transaction Volume is based on the actual number of business days in the period presented, without adjustment.
• Total Second Quarter Transaction Volume required no adjustment as Q2 2020 & 2019 had the same number of business days.

1. Compared to the same month in 2019: April 2020 had the same number of business days; May 2020 had 2 fewer business days; and June 2020 had 2 more business days.
2. Open transaction volume data is adjusted so that each period has the same number of business days as the comparable period in the prior fiscal year, which we believe is more representative as a forward-looking indicator. The time to close a homesale transaction can vary widely, from days to months, but under normal market conditions, we estimate based on our data that once a contract is signed (and becomes an open transaction), it takes an average of 45 to 50 days to close (and become a closed transaction), excluding contracts that terminate prior to closing.
3. Includes franchisees who report Opens and excludes Realogy Brokerage Group.

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Appendix

Business Unit Revenue

Net Revenue			Q2 2019		Q2 2020		$ Change
($ in millions)
Realogy Franchise Group1		$	260	$	179	$	(81)
Realogy Brokerage Group			1,331		933		(398)
Realogy Title Group			160		160		-
Intercompany Eliminations			(87)		(65)		22
Total Revenue		$	1,664	$	1,207	$	(457)

1. Realogy Franchise Group is inclusive of the Realogy Leads Group.

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Business Unit Operating EBITDA

Operating EBITDA			Q2 2019		Q2 2020		$ Change
($ in millions)
Realogy Franchise Group1		$	180	$	122	$	(58)
Realogy Brokerage Group			47		15		(32)
Realogy Title Group			32		61		29
Corporate			(24)		(26)		(2)
Operating EBITDA			235		172		(63)
Contribution from discontinued operations			10		3		(7)
Operating EBITDA including discontinued		$	245	$	175	$	(70)
operations

1. Realogy Franchise Group is inclusive of the Realogy Leads Group.

Note: See Slide 15 for a reconciliation of Operating EBITDA and Operating EBITDA including discontinued operations to Net income (loss) attributable to the Company. Refer to Table 9 of the Press Release dated July 30, 2020 for the definitions of Operating EBITDA and Operating EBITDA including discontinued operations and the Company's explanation of why it believes these non-GAAP measures are useful to investors.

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Key Revenue Drivers

	Q2 2020 vs. Q2 2019
	Amount	% Change
Realogy Franchise Group
Closed Homesale Sides	238,085	(21)%
Average Homesale Price	$321,308	1%
Average Broker Commission Rate	2.49%	2 bps
Net Royalty per Side	$324	(2)%
Realogy Brokerage Group
Closed Homesale Sides	71,375	(25)%
Average Homesale Price	$503,935	(7)%
Average Broker Commission Rate	2.43%	2 bps
Gross Commission Income per Side	$12,863	(7)%
Realogy Title Group
Purchase Title and Closing Units	32,028	(24)%
Refinance Title and Closing Units	17,548	233%
Average Fee per Closing Unit	$2,062	(12)%

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Restructuring Costs

Restructuring		Q2 2019				Q2 2020
($ in millions)
Personnel-related costs 1		$	5		$	4
Facility-related costs 2			4			10
Total restructuring charges 3		$	9		$	14

1. Personnel-relatedcosts consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition.
2. Facility-relatedcosts consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs.
3. Restructuring charges for the three months ended June 30, 2019 include $9 million related to the Facility and Operational Efficiencies Program. Restructuring charges for the three months ended June 30, 2020 include $12 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program.

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Realogy Franchise and Brokerage Groups Operating EBITDA without Intercompany Royalty

Operating EBITDA		Q2 2019		Q2 2020		$	Change
($ in millions)
Realogy Franchise Group		$	93	$	57	$	(36)
Realogy Brokerage Group			134		80		(54)
Realogy Franchise and		$	227	$	137	$	(90)
Brokerage Groups Combined

Note: The segment numbers noted above do not reflect the impact of intercompany royalties and marketing fees paid by our Realogy Brokerage Group to our Realogy Franchise Group of $87 million and $65 million during the three months ended June 30, 2019 and 2020, respectively.

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Capitalization Table

	Pricing		Maturity		As of June 30,
			2020
Revolver	L+225 1		February 2023	$	815
Term Loan A	L+225 1		February 2023		703
Term Loan B	L+225 2		February 2025		1,053
Senior Secured Second Lien Notes	7.625%		June 2025		550
Senior Notes	4.875%		June 2023		407
Senior Notes	9.375%		April 2027		550
Finance Lease Obligations					34
Corporate Debt (excluding securitizations)		$	4,112
Less: Cash and cash equivalents					686
Net Corporate Debt (excluding securitizations)		$	3,426
EBITDA as defined by the Senior Secured Credit Agreement		$	616
Net Debt Leverage Ratio 3					5.6 x

1. Adjusts up or down based on the previous quarter senior secured leverage ratio as defined by the senior secured credit facilities.
2. Includes 75 basis points LIBOR floor.
3. Defined as net corporate debt divided by EBITDA as defined by the senior secured credit facilities. See Table 8b of our July 30, 2020 press release for a Net Debt Leverage Ratio calculation.

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GAAP Reconciliation

($ in millions)		For the three months ended
	6/30/2019		6/30/2020
Net income (loss) attributable to Realogy Holdings		$	69	$	(14)
Less: Net income (loss) from discontinued operations			1		(41)
Add: Income tax expense from continuing operations			33		11
Income from continuing operations attributable to		$	101	$	38
Realogy Holdings before income taxes
Add: Depreciation and amortization			43		46
Interest expense, net			80		59
Restructuring costs, net 1			9		14
Impairments 2			2		7
Loss on the early extinguishment of debt			-		8
Operating EBITDA			235		172
Contribution from discontinued operations			10		3
Operating EBITDA including discontinued operations		$	245	$	175

1. Restructuring charges incurred for the three months ended June 30, 2019 include $1 million at Realogy Franchise Group, $6 million at Realogy Brokerage Group, $1 million at Realogy Title Group and $1 million at Corporate and Other. Restructuring charges incurred for the three months ended June 30, 2020 include $12 million at Realogy Brokerage Group and $2 million at Realogy Title Group.
2. Impairments for the three months ended June 30, 2019 and 2020 relate to lease asset impairments.

Note: Refer to Table 9 of the Press Release dated July 30, 2020 for the definitions of certain non-GAAP financial measures and the Company's explanation of why it believes those non-GAAP measures are useful to investors.

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GAAP Reconciliation

($ in millions)		For the three months ended
6/30/2019		6/30/2020
Realogy Franchise Group		$	180	$	122
Realogy Brokerage Group			47		15
Realogy Title Group			32		61
Corporate and Other			(24)		(26)
Operating EBITDA			235		172
Contribution from discontinued operations			10		3
Operating EBITDA including discontinued operations			245		175
Less: Depreciation and amortization			43		46
Interest expense, net			80		59
Income tax expense			33		11
Restructuring costs, net 1			9		14
Impairments 2			2		7
Loss on the early extinguishment of debt			-		8
Adjustments attributable to discontinued operations			9		44
Net income (loss) attributable to Realogy		$	69	$	(14)

1. Restructuring charges incurred for the three months ended June 30, 2019 include $1 million at Realogy Franchise Group, $6 million at Realogy Brokerage Group, $1 million at Realogy Title Group and $1 million at Corporate and Other. Restructuring charges incurred for the three months ended June 30, 2020 include $12 million at Realogy Brokerage Group and $2 million at Realogy Title Group.
2. Impairments for the three months ended June 30, 2019 and 2020 relate to lease asset impairments.

Note: Refer to Table 9 of the Press Release dated July 30, 2020 for the definitions of certain non-GAAP financial measures and the Company's explanation of why it believes those non-GAAP measures are useful to investors.

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GAAP Reconciliation

($ in millions)			For the three months ended
		6/30/2019		6/30/2020
Net income (loss) attributable to Realogy Holdings		$	69	$	(14)
Less: Net income (loss) from discontinued operations			1		(41)
Net income from continuing operations attributable to Realogy			68		27
Holdings
Income tax expense, net of payments			28		11
Interest expense, net			80		59
Cash interest payments			(58)		(84)
Depreciation and amortization			43		46
Capital expenditures			(28)		(17)
Restructuring costs and former parent legacy items, net of			(1)		4
payments
Impairments			2		7
Loss on the early extinguishment of debt			-		8
Working capital adjustments			44		45
Free Cash Flow			178		106
Contribution from discontinued operations			(31)		(59)
Free Cash Flow including discontinued operations		$	147	$	47

Note: Refer to Table 7 of the Press Release dated July 30, 2020 for a reconciliation of Net Cash provided by Operating Activities to Free Cash Flow and Free Cash Flow including discontinued operations.

Refer to Table 9 of the Press Release dated July 30, 2020 for the definitions of certain non-GAAP financial measures and the Company's explanation of why it believes those non- GAAP measures are useful to investors.

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