The following discussion and analysis should be read in conjunction with our
Condensed Consolidated Financial Statements and accompanying notes thereto
included elsewhere herein and with our Consolidated Financial Statements and
accompanying notes included in the 2019 Form 10-K. Unless otherwise noted, all
dollar amounts in tables are in millions. Neither Realogy Holdings, the indirect
parent of Realogy Group, nor Realogy Intermediate, the direct parent company of
Realogy Group, conducts any operations other than with respect to its respective
direct or indirect ownership of Realogy Group. As a result, the condensed
consolidated financial positions, results of operations and cash flows of
Realogy Holdings, Realogy Intermediate and Realogy Group are the same. This
Management's Discussion and Analysis of Financial Condition and Results of
Operations, or MD&A, contains forward-looking statements. See "Forward-Looking
Statements" and "Risk Factors" in this Quarterly Report as well as our 2019 Form
10-K for a discussion of the uncertainties, risks and assumptions associated
with these statements. Actual results may differ materially from those contained
in any forward-looking statements.
OVERVIEW
We are a global provider of real estate services and report our operations in
the following three business segments:
•Realogy Franchise Group-franchises the Century 21®, Coldwell Banker®, Coldwell
Banker Commercial®, Corcoran®, ERA®, Sotheby's International Realty® and Better
Homes and Gardens® Real Estate brand names. As of June 30, 2020, our real estate
franchise systems and proprietary brands had approximately 318,300 independent
sales agents worldwide, including approximately 187,500 independent sales agents
operating in the U.S. (which included approximately 51,800 company owned
brokerage independent sales agents). As of June 30, 2020, our real estate
franchise systems and proprietary brands had approximately 19,300 offices
worldwide in 115 countries and territories, including approximately 5,800
brokerage offices in the U.S. (which included approximately 680 company owned
brokerage offices). Realogy Leads Group, which consists of Company- and client-
directed affinity programs, broker-to-broker referrals and the Realogy Advantage
Broker Network (previously referred to as the Cartus Broker Network) was
consolidated in Realogy Franchise Group beginning in the first quarter of 2020
(see Note 10, "Segment Information", to the Condensed Consolidated Financial
Statements for additional information).
•Realogy Brokerage Group-operates a full-service real estate brokerage business
with approximately 680 owned and operated brokerage offices with approximately
51,800 independent sales agents principally under the Coldwell Banker®,
Corcoran® and Sotheby's International Realty® brand names in many of the largest
metropolitan areas in the U.S.
•Realogy Title Group-provides full-service title and settlement services to real
estate companies, affinity groups, corporations and financial institutions with
many of these services provided in connection with the Company's real estate
brokerage business. This segment also includes the Company's share of equity
earnings and losses for our Guaranteed Rate Affinity mortgage origination joint
venture.
Our technology and data group pursues technology-enabled solutions to support
our business segments and franchisees as well as independent sales agents
affiliated with Realogy Brokerage and Franchise Groups and their customers.
RECENT DEVELOPMENTS
COVID-19
The COVID-19 pandemic continues to have a profound effect on the global economy
and financial markets, creating considerable risks and uncertainties for almost
all sectors, including the U.S. real estate services industry, as well as for
the Company and its affiliated franchisees. Among other things, the crisis has
created risks and uncertainties arising from the adverse effects on the economy
as well as risks related to employees, independent sales agents, franchisees,
and consumers.
In the United States, federal, state and local governments continue to react to
this evolving public health crisis. Although many states began the process of
easing these restrictions during the second quarter of 2020, the vast majority
of Americans continue to be subject to restrictions on their activities due to
the public health crisis. The level and duration of such restrictions vary by
state and local mandates. In addition, multiple states have recently
re-established certain restrictions or paused their plans to ease restrictions
due to increased COVID-19 cases. We continue to prioritize the

                                       36
--------------------------------------------------------------------------------
  Table of     Contents
protection of the health and safety of our employees, affiliated agents and
franchisees and customers and, as of June 30, 2020, substantially all of our
employees continued to work remotely.
In addition to federal, state and local regulations and guidelines related to
the ongoing crisis as well as brokerage policies and procedures, residential
real estate transactions may be additionally restricted due to each consumer's
preferences, including with respect to health, financial and other matters,
including, but not limited to, whether the home buyer or seller is affected by
the heightened economic uncertainties resulting from the pandemic, including
significant stock market volatility, declining wages and increased unemployment.
In mid-March 2020, we began taking a series of proactive cost-saving measures in
reaction to the evolving crisis, including salary reductions, furloughs and
reductions in spending which resulted in substantial cost-savings in the second
quarter of 2020. Many of these cost-saving measures were or are temporary in
nature and have been and will continue to be assessed and adjusted on an ongoing
basis based upon the volume of homesale transactions and business needs. For
example, given the continued improving trend in open transaction volume and
closed homesale transaction volume, salaries were fully restored in July 2020,
including the voluntary temporary salary reductions that had been previously
agreed to by our CEO and other executive officers, and many furloughed employees
have been returned to the workforce. Subject to industry and macroeconomic
developments, we currently anticipate that most of the remaining temporary cost
measures will be lifted by the fourth quarter of 2020 and, accordingly, do not
expect to realize the same level of COVID-19 related expense reductions in the
second half of 2020. As part of the future vision of the Company, we may
incorporate certain of the cost-saving measures implemented in connection with
the crisis into our long-term business model.
We continue to take actions to leverage technology for virtual showings,
alternative processes for contract negotiation and execution, and recent
legislative and procedural changes related to items such as remote appraisals
and remote notarization.
We earn royalty or gross commission income from closed homesale sides (with each
homesale transaction having a "buy" and "sell" side). Closed homesale
transaction volume represents closed homesale sides times average homesale
price. Open transaction volume represents new contracts entered into to buy or
sell a home times average sale price.
In mid-April 2020, open transaction volume reached its low point and since then
has rebounded in a fairly consistent manner as states began to ease restrictions
on activities and/or consumers began to adjust to the new COVID-19 environment.
Open transaction volume in the month of June 2020 was positive and higher than
June 2019 volume for our company owned and franchised brokerage businesses on a
combined basis, with this positive trend continuing in the first half of July
2020. Closed homesale transaction volume has also begun to improve. While closed
homesale transaction volume was down 24% for the second quarter of 2020 compared
to the same period in 2019 for our company owned and franchised brokerages on a
combined basis, combined closed transaction volume improved meaningfully in June
to negative 8% year-over-year after reaching a bottom in May 2020. The
improvement in open transaction volume in June and the first half of July should
have a beneficial impact on closed transaction volume in the third quarter of
2020, but growth may be limited by inventory constraints across geographies and
price point.
During the second quarter of 2020, our company owned brokerages were also
negatively impacted by steeper declines in closed transactions in densely
populated areas, such as California and the New York metropolitan area
(geographies which also have an average sales price much higher than the U.S.
average), as well as from lower inventory in the high-end markets, resulting in
lower homesale transaction activity for company owned brokerages compared to
franchised brokerages due to geographic and high-end market concentration. We
expect that if these markets continue the slow reopening process homesale
transactions will continue to lag in these markets.
While we are encouraged by the improvement in open homesale transaction volume
since mid-April 2020, our third quarter 2020 results may continue to be
negatively impacted by the pandemic. If the crisis worsens or economic side
effects of the crisis worsen, these negative impacts may be more pronounced in
future periods and could have a material adverse effect on our results of
operations and liquidity.

                                       37
--------------------------------------------------------------------------------
  Table of     Contents
Liquidity and Capital Resources Update
In June 2020, we issued $550 million 7.625% Senior Secured Second Lien Notes due
in June 2025. We used the entire net proceeds from this offering, together with
cash on hand, to fund the redemption of all of our outstanding 5.25% Senior
Notes due 2021, and to pay related interest, premium, fees, and expenses. With
this financing completed, our nearest debt maturity is not until early 2023,
other than amortization payments for the Term Loan A and B Facilities.
On July 24, 2020, we entered into amendments to the Senior Secured Credit
Agreement and Term Loan A Agreement (referred to collectively herein as the
"Amendments").
Pursuant to the Amendments, the financial covenant contained in each of the
Senior Secured Credit Agreement and Term Loan A Agreement has been eased to
require that Realogy Group maintain a senior secured leverage ratio not to
exceed 6.50 to 1.00 commencing with the third quarter of 2020 through and
including the second quarter of 2021. The maximum senior secured leverage ratio
permitted will then step down to 5.50 to 1.00 for the third quarter of 2021 and
thereafter step down by 0.25 on a quarterly basis to 4.75 to 1.00 (which was the
applicable level prior to the effectiveness of the Amendments) on and after the
second quarter of 2022. Unless terminated earlier by us or pursuant to the terms
of the Amendments, until we deliver our covenant compliance certificate to the
lenders for the third quarter of 2021, certain other covenants are tightened.
The Amendments leave unchanged the commitments and pricing under the Senior
Secured Credit Agreement (which includes the Revolving Credit Facility) and Term
Loan A Agreement.
We were in compliance with the financial covenant in effect at June 30, 2020,
with a senior secured leverage ratio of 3.29 to 1.00 as compared to the maximum
ratio then permitted of 4.75 to 1.00.
See "Financial Condition, Liquidity and Capital Resources-Liquidity and Capital
Resources" in this MD&A for additional information.
Update on Litigation Regarding the Planned Sale of Cartus Relocation Services
As previously disclosed, during the second quarter of 2020, we filed an action
in the Court of Chancery of the State of Delaware (the "Court") against
affiliates of Madison Dearborn Partners, LLC and SIRVA Worldwide, Inc.
("SIRVA"), pursuant to which we allege breach of contract and seek specific
performance by SIRVA to perform its obligations under the Purchase and Sale
Agreement entered into on November 6, 2019 for the acquisition of Cartus
Relocation Services, the Company's global employee relocation business, by North
American Van Lines, Inc., as assignee of SIRVA, or in the alternative, an order
directing the defendants to specifically perform their contractual obligations
to pay us a $30 million termination fee, as well as costs and expenses,
including reasonable attorney's fees. In July 2020, the Court granted the
defendants' motion to dismiss, limited to the issue of the availability of
specific performance with respect to the acquisition of Cartus Relocation
Services. We subsequently filed an application for certification of
interlocutory appeal with the Court as well as a Notice of Appeal with the
Delaware Supreme Court, and the defendants filed their opposition to our
application for interlocutory appeal with the Court. Trial on the remainder of
our claims including seeking payment of the termination fee and the defendants'
counterclaims is currently scheduled for November 2020.
CURRENT BUSINESS AND INDUSTRY TRENDS
According to the National Association of Realtors ("NAR"), during the first half
of 2020, homesale transaction volume decreased 4% due to an 8% decrease in the
number of homesale transactions, partially offset by a 4% increase in the
average homesale price.
Homesale transaction volume on a combined basis for Realogy Franchise and
Brokerage Groups decreased 12% during the six months ended June 30, 2020
compared to the six months ended June 30, 2019. Homesale transaction volume at
Realogy Brokerage Group decreased 16%, primarily as a result of a 14% decrease
in existing homesale transactions and a 2% decrease in average homesale price
and homesale transaction volume at Realogy Franchise Group decreased 9%, as a
result of a 12% decrease in existing homesale transactions, partially offset by
a 4% increase in average homesale price.
Homesale transaction volume on a combined basis for Realogy Franchise and
Brokerage Groups decreased 24% during the three months ended June 30, 2020
compared to the three months ended June 30, 2019. Homesale transaction volume at
Realogy Brokerage Group decreased 30%, primarily as a result of a 25% decrease
in existing homesale transactions and a 7% decrease in average homesale price
and homesale transaction volume at Realogy Franchise Group decreased 20%, as a
result of a 21% decrease in existing homesale transactions, partially offset by
a 1% increase in average homesale price.

                                       38
--------------------------------------------------------------------------------
  Table of     Contents
The COVID-19 crisis began meaningfully impacting our results in mid-March 2020
and we believe the ongoing crisis served as the primary driver of the decreases
in homesale transaction volume for both the three- and six- month periods ended
June 30, 2020. Prior to the COVID-19 crisis, incremental improvement in certain
industry fundamentals, in particular declines in average mortgage rates,
contributed to improvement in market conditions in the second half of 2019 and
continued to positively impact the majority of the first quarter of 2020. While
during the second quarter of 2020, we continued to benefit from a low mortgage
rate environment (as interest rates were further reduced in response to the
COVID-19 crisis), homesale transaction volume was negatively impacted by factors
related to the pandemic, including restrictive measures implemented by state and
local governments in response to the COVID-19 crisis. These measures were
especially impactful to our company owned brokerage operations due to our
geographic concentration, in particular in California and the New York
metropolitan area.
Inventory. Continued or accelerated declines in inventory, whether attributable
to the COVID-19 crisis or otherwise, may result in insufficient supply to meet
any increased demand driven by the lower interest rate environment. Even before
the COVID-19 crisis, low housing inventory levels had been an industry-wide
concern, in particular in certain highly sought-after geographies and at lower
price points. According to NAR, the inventory of existing homes for sale in the
U.S. decreased approximately 18% from 1.92 million as of June 2019 to 1.57
million as of June 2020. As a result, inventory has decreased from 4.3 months of
supply in June 2019 to 4.0 months as of June 2020. These levels continue to be
significantly below the 10-year average of 5.4 months, the 15-year average of
6.1 months and the 25-year average of 5.7 months.
Unemployment. Following the onset of the pandemic, many companies announced
reductions in work weeks and salaries, although many people have recently
returned to the labor market following weeks or months of COVID-19 induced
restrictions. According to the U.S. Bureau of Labor Statistics, while the U.S.
unemployment rate declined to 11.1% in June 2020, easing from a high of 14.7%
reached in April 2020, this jobless rate still represents a 7.6% increase since
February 2020. If the COVID-19 pandemic continues to impact employment levels
and economic activity for a substantial period, it is likely to lead to an
increase in loan defaults and foreclosure activity and may make it more
difficult for potential home buyers to arrange financing.
Mortgage Rates. A wide variety of factors can contribute to mortgage rates,
including federal interest rates, demand, consumer income, unemployment levels
and foreclosure rates. In response to the growing economic effects of the
COVID-19 crisis, yields on the 10-year Treasury note declined to an all-time low
of 0.54% on March 9, 2020. In addition, the Federal Reserve Board cut the
interest rate two times, dropping its benchmark interest rate to a range of 0%
to 0.25% on March 15, 2020. According to Freddie Mac, mortgage rates on
commitments for a 30-year, conventional, fixed-rate first mortgage lowered to an
average of 3.23% for the second quarter of 2020 compared to 4.00% for the second
quarter of 2019. On June 30, 2020, mortgage rates were 3.16%, according to
Freddie Mac. Our financial results are favorably impacted by a low interest rate
environment as a decline in mortgage rates generally drives increased
refinancing activity and homesale transactions. Due to the economic effects of
the COVID-19 crisis, banks may tighten mortgage standards, even as rates
decline, which could limit the availability of mortgage financing. In addition,
many individuals and businesses have benefited and may be continuing to benefit
from one or more federal and/or state programs meant to assist in the navigation
of COVID-related financial challenges, and the curtailment of such programs
could have a negative impact on their financial health. Increases in mortgage
rates adversely impact housing affordability and we have been and could again be
negatively impacted by a rising interest rate environment.
Affordability. The fixed housing affordability index, as reported by NAR,
increased from 151 for May 2019 to 169 for May 2020, which we believe is
primarily attributable to lower mortgage rates. A housing affordability index
above 100 signifies that a family earning the median income has sufficient
income to purchase a median-priced home, assuming a 20 percent down payment and
ability to qualify for a mortgage. We expect housing affordability to be
significantly impacted by the unprecedented rise in unemployment and economic
challenges as a result of the COVID-19 crisis, but are unable to estimate the
extent due to the uncertainties regarding the duration and severity of the
COVID-19 crisis and its related impact on the global economy.
Recruitment and Retention of Independent Sales Agents; Commission Income.
Recruitment and retention of independent sales agents and independent sales
agent teams are critical to the business and financial results of a brokerage,
including our company owned brokerages and those operated by our affiliated
franchisees. Aggressive competition for the affiliation of independent sales
agents has negatively impacted recruitment and retention efforts at both Realogy
Franchise and Brokerage Groups, in particular with respect to more productive
sales agents, and drove a loss in our market share for 2019 compared to 2018.
This loss of market share has contributed to the decline in homesale transaction
volume at both Realogy Franchise and Brokerage Groups and is expected to
continue to adversely impact results.

                                       39
--------------------------------------------------------------------------------
  Table of     Contents
We believe that a variety of factors in recent years have driven intensifying
recruitment and retention tactics for independent sales agents in the industry
and has increasingly impacted our recruitment and retention of top producing
agents. Such factors include increasing competition, increasing levels of
commissions paid to agents (including up-front payments and equity), changes in
the spending patterns of independent sales agents (as more independent sales
agents purchase services from third-parties outside of their affiliated broker)
and the growth in independent sales agent teams.
In addition, industry competition for independent sales agents has been and is
expected to continue to be further complicated by competitive models that do not
prioritize traditional business objectives. For example, we believe that certain
owned-brokerage competitors have investors that have historically allowed the
pursuit of increases in market share over profitability, which not only
exacerbates competition for independent sales agents, but places additional
pressure on the share of commission income received by the agent.
This competitive environment has continued despite general business disruption
due to the COVID-19 crisis and we saw a decline in market share for the first
half of 2020 compared to full-year 2019. Competition for productive agents is
expected to continue to have a negative impact on our homesale transaction
volume and market share and to put upward pressure on the average share of
commissions earned by independent sales agents. These competitive market factors
also impact our franchisees and such franchisees have and may continue to seek
reduced royalty fee arrangements or other incentives from us to offset the
continued business pressures on such franchisees, which would result in a
reduction in royalty fees paid to us.
Non-Traditional Market Participants. While real estate brokers using historical
real estate brokerage models typically compete for business primarily on the
basis of services offered, brokerage commission, reputation, utilization of
technology and personal contacts, participants pursuing non-traditional methods
of marketing real estate may compete in other ways, including companies that
employ technologies intended to disrupt historical real estate brokerage models
or minimize or eliminate the role traditional brokers and sales agents perform
in the homesale transaction process.
A growing number of companies are competing in non-traditional ways for a
portion of the gross commission income generated by homesale transactions. For
example, many iBuying business models seek to disintermediate real estate
brokers and independent sales agents from buyers and sellers of homes by
reducing brokerage commissions that may be earned on those transactions. In
addition, the concentration and market power of the top listing aggregators
allow them to monetize their platforms by a variety of actions, including
expanding into the brokerage business, charging significant referral fees,
charging listing and display fees, diluting the relationship between agents and
brokers (and between agents and the consumer), tying referrals to use of their
products, consolidating and leveraging data, and engaging in preferential or
exclusionary practices to favor or disfavor other industry participants. These
actions divert and reduce the earnings of other industry participants, including
our company owned and franchised brokerages. Aggregators could intensify their
current business tactics or introduce new programs that could be materially
disadvantageous to our business and other brokerage participants in the industry
and such tactics could further increase pressures on the profitability of our
company owned and franchised brokerages and affiliated independent sales agents,
reduce our franchisor service revenue and dilute our relationships with our
franchisees and our and our franchisees' relationships with affiliated
independent sales agents and buyers and sellers of homes.
As previously disclosed, we have received meaningful listing fees for our
provision of real estate listings under agreements that were scheduled to expire
in March 2022. Due to disputes between the parties, which heightened during the
COVID-19 crisis, these agreements were terminated during the second quarter of
2020. While the termination of these agreements had (and will have) a negative
impact on our revenues and earnings, it also eliminated various obligations,
which could allow us to pursue certain strategic options that were previously
unavailable to us and could result in certain reduced spend. We will continue to
focus efforts on lead generation and other programs designed to benefit
affiliated agents and franchisees.
New Development. Realogy Brokerage Group has relationships with developers,
primarily in major cities, in particular New York City, to provide marketing and
brokerage services in new developments. New development closings can vary
significantly from year to year due to timing matters that are outside of our
control, including long cycle times and irregular project completion timing. In
addition, the new development industry has also experienced significant
disruption due to the COVID-19 crisis. Accordingly, earnings attributable to
this business can fluctuate meaningfully from year to year, impacting both
homesale transaction volume and the share of gross commission income we realize
on such transactions.

                                       40
--------------------------------------------------------------------------------
  Table of     Contents
Existing Homesales
For the six months ended June 30, 2020 compared to the same period in 2019, NAR
existing homesale transactions decreased to 2.3 million homes or down 8%. For
the six months ended June 30, 2020, homesale transactions on a combined basis
for Realogy Franchise and Brokerage Groups decreased 13% compared to the same
period in 2019 due primarily to the impact, starting around mid-March 2020, of
the COVID-19 crisis, the impact of competition (including on our market share),
the loss of certain franchisees and the geographic concentration of Realogy
Brokerage Group. The quarterly and annual year-over-year trends in homesale
transactions are as follows:
[[Image Removed: rlgy-20200630_g1.jpg]]

[[Image Removed: rlgy-20200630_g2.jpg]]
_______________
(a)Q1 and Q2 existing homesale data is as of the most recent NAR press release,
which is subject to sampling error.
(b)Forecasted existing homesale data, on a seasonally adjusted basis, is as of
the most recent NAR forecast.
(c)Forecasted existing homesale data, on a seasonally adjusted basis, is as of
the most recent Fannie Mae press release.
As of their most recent releases, NAR is forecasting existing homesale
transactions to increase 7% in 2021 while Fannie Mae is forecasting existing
homesale transactions to increase 4% for the same period.

                                       41
--------------------------------------------------------------------------------
  Table of     Contents
Existing Homesale Price
For the six months ended June 30, 2020 compared to the same period in 2019, NAR
existing homesale average price increased 4%. For the six months ended June 30,
2020, average homesale price on a combined basis for Realogy Franchise and
Brokerage Groups increased 1% compared to the same period in 2019. However, as
noted above, beginning in April 2020, our company owned brokerages have
experienced declines in average sale price due to geography mix and lower
inventory in the high-end markets. Realogy Brokerage Group's geographic
concentration and exposure to the high-end of the market plus the associated
competitive pressures drove the year-over-year decline in homesale price
compared to the overall industry. The quarterly and annual year-over-year trends
in the price of homes are as follows:
[[Image Removed: rlgy-20200630_g3.jpg]]
[[Image Removed: rlgy-20200630_g4.jpg]]_______________
(a)Q1 and Q2 homesale price data is for existing homesale average price and is
as of the most recent NAR press release.
(b)Forecasted homesale price data is for median price and is as of the most
recent NAR forecast.
(c)Existing homesale price data is for median price and is as of the most recent
Fannie Mae press release.
As of their most recent releases, NAR is forecasting median existing homesale
price to increase 3% in 2021 while Fannie Mae is forecasting median existing
homesale price to increase 1% for the same period.
                                     * * *

                                       42
--------------------------------------------------------------------------------
  Table of     Contents
We believe that long-term demand for housing and the growth of our industry are
primarily driven by the affordability of housing, the economic health of the
U.S. economy, demographic trends such as generational transitions, increases in
U.S. household formation, mortgage rate levels and mortgage availability,
certain tax benefits, job growth, increases in renters that qualify as
homebuyers, the inherent attributes of homeownership versus renting and the
availability of inventory in the consumer's desired location and within the
consumer's price range. At this time, certain of these factors are trending
favorably, such as mortgage rate levels and household formation, although the
COVID-19 pandemic continues to materially impact the entire industry and the
global economy. Factors that may negatively affect growth in the housing
industry include:
•the severity, length and spread of the COVID-19 pandemic and the extent,
duration and severity of the economic consequences stemming from the COVID-19
crisis (including continued economic contraction), including with respect to
governmental regulation, changes in patterns of commerce or consumer activities
and changes in consumer attitudes;
•intensifying economic contraction in the U.S. economy including the impact of
recessions, slow economic growth, or a deterioration in other economic factors
(including potential consumer, business or governmental defaults or
delinquencies due to the COVID-19 crisis or otherwise);
•continued low or accelerated declines in home inventory levels or stagnant
and/or declining home prices;
•continued high levels of unemployment and/or declining wages or stagnant wage
growth in the U.S.;
•the potential termination or substantial curtailment of one or more federal
and/or state programs meant to assist businesses and individuals navigate
COVID-19 related financial challenges;
•decreasing consumer confidence in the economy and/or the residential real
estate market;
•an increase in potential homebuyers with low credit ratings or inability to
afford down payments;
•reduced availability of mortgage financing or increasing down payment
requirements or other mortgage challenges due to disrupted earnings;
•weak capital, credit and financial markets and/or the instability of financial
institutions;
•an increase in foreclosure activity;
•a reduction in the affordability of homes;
•certain provisions of the 2017 Tax Act that directly impact traditional
incentives associated with home ownership and may reduce the financial
distinction between renting and owning a home, including those that reduce the
amount that certain taxpayers would be allowed to deduct for home mortgage
interest or state, local and property taxes as well as certain state or local
tax reform, such as the "mansion tax" in New York City;
•decelerated or lack of building of new housing for homesales, increased
building of new rental properties, or irregular timing of new development
closings leading to lower unit sales at Realogy Brokerage Group, which has
relationships with developers, primarily in major cities, to provide marketing
and brokerage services in new developments;
•geopolitical and economic instability;
•homeowners retaining their homes for longer periods of time;
•changing attitudes towards home ownership, particularly among potential
first-time homebuyers who may delay, or decide not to, purchase a home, as well
as changing preferences to rent versus purchase a home;
•the lack of available inventory may limit the proclivity of home owners to
purchase an alternative home;
•a decline in home ownership levels in the U.S.;
•natural disasters, such as hurricanes, earthquakes, wildfires, mudslides and
other events that disrupt local or regional real estate markets, including
public health crises, such as pandemics and epidemics; and
•other legislative or regulatory reforms, including but not limited to reform
that adversely impacts the financing of the U.S. housing market, changes
relating to RESPA, potential reform of Fannie Mae and Freddie Mac, immigration
reform, and further potential federal, state or local tax code reform
(including, for example, the proposed "pied-a-terre tax" in New York City).
Cartus Relocation Services is impacted by these general residential housing
trends as well as global corporate spending on relocation services (which
continue to shift to lower cost relocation benefits as corporate clients engage
in cost reduction initiatives and/or restructuring programs) and changes in
employment relocation trends.
                                     * * *

                                       43
--------------------------------------------------------------------------------
  Table of     Contents
While data provided by NAR and Fannie Mae are two indicators of the direction of
the residential housing market, we believe that homesale statistics will
continue to vary between us and NAR and Fannie Mae because:
•they use survey data and estimates in their historical reports and forecasting
models, which are subject to sampling error, whereas we use data based on actual
reported results;
•there are geographical differences and concentrations in the markets in which
we operate versus the national market. For example, many of our company owned
brokerage offices are geographically located where average homesale prices are
generally higher than the national average and therefore NAR survey data will
not correlate with Realogy Brokerage Group's results;
•comparability is also diminished due to NAR's utilization of seasonally
adjusted annualized rates whereas we report actual period-over-period changes
and their use of median price for their forecasts compared to our average price;
•NAR historical data is subject to periodic review and revision and these
revisions have been material in the past, and could be material in the future;
and
•NAR and Fannie Mae generally update their forecasts on a monthly basis and a
subsequent forecast may change materially from a forecast that was previously
issued.
While we believe that the industry data presented herein is derived from the
most widely recognized sources for reporting U.S. residential housing market
statistical data, we do not endorse or suggest reliance on this data alone. 

We


also note that forecasts are inherently uncertain or speculative in nature and
actual results for any period could materially differ.
KEY DRIVERS OF OUR BUSINESSES
Within Realogy Franchise and Brokerage Groups, we measure operating performance
using the following key operating metrics: (i) closed homesale sides, which
represents either the "buy" side or the "sell" side of a homesale transaction,
(ii) average homesale price, which represents the average selling price of
closed homesale transactions, and (iii) average homesale broker commission rate,
which represents the average commission rate earned on either the "buy" side or
"sell" side of a homesale transaction.
For Realogy Franchise Group, we also use net royalty per side, which represents
the royalty payment to Realogy Franchise Group for each homesale transaction
side taking into account royalty rates, average broker commission rates, volume
incentives achieved and other incentives. We utilize net royalty per side as it
includes the impact of changes in average homesale price as well as all
incentives and represents the royalty revenue impact of each incremental side.
For Realogy Brokerage Group, we also use gross commission income per side, which
represents gross commission income divided by closed homesale sides. Gross
commission income includes commissions earned in homesale transactions and
certain other activities, primarily leasing and property management
transactions. Realogy Brokerage Group, as a franchisee of Realogy Franchise
Group, pays a royalty fee of approximately 6% per transaction to Realogy
Franchise Group from the commission earned on a real estate transaction. The
remainder of gross commission income is split between the broker (Realogy
Brokerage Group) and the independent sales agent in accordance with their
applicable independent contractor agreement (which specifies the portion of the
broker commission to be paid to the agent), which varies by agent agreement,
which varies by agent.
In Realogy Title Group, operating performance is evaluated using the following
key metrics: (i) purchase title and closing units, which represent the number of
title and closing units we process as a result of home purchases, (ii) refinance
title and closing units, which represent the number of title and closing units
we process as a result of homeowners refinancing their home loans, and
(iii) average fee per closing unit, which represents the average fee we earn on
purchase title and refinancing title sides. Results are favorably impacted by
the low mortgage rate environment. An increase or decrease in homesale
transactions will impact the financial results of Realogy Title Group; however,
the financial results are not significantly impacted by a change in homesale
price.
Realogy Leads Group, which consists of Company- and client- directed affinity
programs, broker-to-broker referrals and the Realogy Advantage Broker Network
(previously referred to as the Cartus Broker Network) was consolidated into
Realogy Franchise Group during the first quarter of 2020.
For the three months ended June 30, 2020, Cartus Relocation Services had 20,567
initiations as compared to 31,977 initiations during the same period in 2019.
Cartus Relocation Services earned referral fee revenue from approximately 2,937
referrals for the three months ended June 30, 2020 as compared to 4,369
referrals during the second quarter of 2019.

                                       44
--------------------------------------------------------------------------------
  Table of     Contents
For the six months ended June 30, 2020, Cartus Relocation Services had 45,616
initiations as compared to 59,311 initiations during the same period of 2019.
Cartus Relocation Services earned referral fee revenue from approximately 5,588
referrals for the six months ended June 30, 2020 as compared to 7,110 referrals
during the first half of 2019. Cartus Relocation Services experienced a decline
in new initiations attributable to the COVID-19 pandemic in the second quarter
of 2020 and this trend is expected to continue in the third quarter of 2020, and
potentially beyond but to a lesser extent than what we experienced in the second
quarter.
The following table presents our drivers for the three and six months ended
June 30, 2020 and 2019. See "Results of Operations" below for a discussion as to
how these drivers affected our business for the periods presented.
                                                Three Months Ended June 30,                                                           Six Months Ended June 30,
                                       2020                 2019              % Change              2020               2019              % Change
Realogy Franchise Group (a)
Closed homesale sides                 238,085             301,377               (21)    %         441,273            504,039               (12)    %
Average homesale price            $   321,308           $ 318,799                 1     %       $ 321,841          $ 310,581                 4     %
Average homesale broker
commission rate                          2.49   %            2.47  %              2   bps            2.48  %            2.47  %              1   bps
Net royalty per side              $       324           $     331                (2)    %       $     321          $     320                 -     %
Realogy Brokerage Group
Closed homesale sides                  71,375              95,251               (25)    %         133,916            155,693               (14)    %
Average homesale price            $   503,935           $ 540,725                (7)    %       $ 517,888          $ 529,543                (2)    %
Average homesale broker
commission rate                          2.43   %            2.41  %              2   bps            2.42  %            2.41  %              1   bps
Gross commission income per side  $    12,863           $  13,758                (7)    %       $  13,206          $  13,546                (3)    %
Realogy Title Group
Purchase title and closing units       32,028              42,202               (24)    %          60,752             70,246               (14)    %
Refinance title and closing units      17,548               5,270               233     %          26,447              9,281               185     %
Average fee per closing unit      $     2,062           $   2,356               (12)    %       $   2,151          $   2,320                (7)    %


_______________
(a)Includes all franchisees except for Realogy Brokerage Group.
A decline in the number of homesale transactions and/or decline in homesale
prices could adversely affect our results of operations by: (i) reducing the
royalties we receive from our franchisees, (ii) reducing the commissions our
company owned brokerage operations earn, (iii) reducing the demand for our title
and settlement services, (iv) reducing the referral fees we earn from affinity,
broker-to-broker and the Realogy Advantage Leads Network, and (v) increasing the
risk of franchisee default due to lower homesale volume. Our results could also
be negatively affected by a decline in commission rates charged by brokers or
greater commission payments to sales agents or by an increase in volume or other
incentives paid to franchisees.
Since 2014, we have experienced approximately a one basis point decline in the
average homesale broker commission rate each year, which we believe has been
largely attributable to increases in average homesale prices (as higher priced
homes tend to have a lower broker commission) and, to a lesser extent,
competitors providing fewer or similar services for a reduced fee.
Royalty fees are charged to all franchisees pursuant to the terms of the
relevant franchise agreements and are included in each of the real estate
brands' franchise disclosure documents. Most of our third-party franchisees are
subject to a 6% royalty rate and entitled to volume incentives, although a
royalty fee generally equal to 5% of franchisee commission (capped at a set
amount per independent sales agent per year) is applicable to franchisees
operating under the "capped fee model" that was launched for our Better Homes
and Gardens® Real Estate franchise business in January 2019. Volume incentives
are calculated as a progressive percentage of the applicable franchisee's
eligible annual gross commission income and generally result in a net or
effective royalty rate ranging from 6% to 3% for the franchisee (prior to taking
into account other incentives that may be applicable to the franchisee). Volume
incentives increase or decrease as the franchisee's gross commission income
generated increases or decreases, respectively. We have the right to adjust the
annual volume incentive tables on an annual basis in response to changing market
conditions. In addition, certain of our franchisees (including some of our
largest franchisees) have a flat royalty rate of less than 6% and are not
eligible for volume incentives.

                                       45
--------------------------------------------------------------------------------
  Table of     Contents
Other incentives may also be used as consideration to attract new franchisees,
grow franchisees (including through independent sales agent recruitment) or
extend existing franchise agreements, although in contrast to volume incentives,
the majority of other incentives are not homesale transaction based.
Transaction volume growth has exceeded royalty revenue growth due primarily to
the growth in gross commission income generated by our top 250 franchisees and
our increased use of other sales incentives, both of which directly impact
royalty revenue. Over the past several years, our top 250 franchisees have grown
faster than our other franchisees through organic growth and market
consolidation. If the amount of gross commission income generated by our top 250
franchisees continues to grow at a quicker pace relative to our other
franchisees, we would expect our royalty revenue to continue to increase, but at
a slower pace than homesale transaction volume. Likewise, our royalty revenue
would continue to increase, but at a slower pace than homesale transaction
volume, if the gross commission income generated by all of our franchisees grows
faster than the applicable annual volume incentive table increase or if we
increase our use of standard volume or other incentives. However, in the event
that the gross commission income generated by our franchisees increases as a
result of increased transaction volume, we would expect to recognize an increase
in overall royalty payments to us.
We face significant competition from other national real estate brokerage brand
franchisors for franchisees and we expect that the trend of increasing
incentives will continue in the future in order to attract, retain, and help
grow certain franchisees. We expect to experience downward pressures on net
royalty per side during 2020, largely due to the impact of competitive market
factors noted above, continued concentration among our top 250 franchisees, and
the impact of affiliated franchisees of our Better Homes and Gardens® Real
Estate brand moving to the "capped fee model" we adopted in 2019.
Realogy Brokerage Group has a significant concentration of real estate brokerage
offices and transactions in geographic regions where home prices are at the
higher end of the U.S. real estate market, particularly the east and west
coasts, while Realogy Franchise Group has franchised offices that are more
widely dispersed across the United States. Accordingly, operating results and
homesale statistics may differ between Realogy Brokerage Group and Realogy
Franchise Group based upon geographic presence and the corresponding homesale
activity in each geographic region. In addition, the share of commissions earned
by independent sales agents directly impacts the margin earned by Realogy
Brokerage Group. Such share of commissions earned by independent sales agents
varies by region and commission schedules are generally progressive to
incentivize sales agents to achieve higher levels of production. Commission
share has been and we expect will continue to be subject to upward pressure in
favor of the independent sales agent for a variety of factors, including more
aggressive recruitment and retention activities taken by us and our competitors
as well as growth in independent sales agent teams.

                                       46
--------------------------------------------------------------------------------
  Table of     Contents
RESULTS OF OPERATIONS
Discussed below are our condensed consolidated results of operations and the
results of operations for each of our reportable segments. The reportable
segments presented below represent our segments for which separate financial
information is available and which is utilized on a regular basis by our chief
operating decision maker to assess performance and to allocate resources. In
identifying our reportable segments, we also consider the nature of services
provided by our segments. Management evaluates the operating results of each of
our reportable segments based upon revenue and Operating EBITDA. Operating
EBITDA is defined by us as net income (loss) before depreciation and
amortization, interest expense, net, income taxes, and other items that are not
core to the operating activities of the Company such as restructuring charges,
former parent legacy items, gains or losses on the early extinguishment of debt,
impairments, gains or losses on discontinued operations and gains or losses on
the sale of investments or other assets. Our presentation of Operating EBITDA
may not be comparable to similarly titled measures used by other companies.
Our results of operations should be read in conjunction with our other
disclosures in this Item 2. including under the headings Recent
Developments-COVID-19 and Current Business and Industry Trends.
Three Months Ended June 30, 2020 vs. Three Months Ended June 30, 2019
Our consolidated results comprised the following:
                                                                              Three Months Ended June 30,
                                                                         2020               2019           Change
Net revenues                                                        $    1,207           $ 1,664          $ (457)
Total expenses                                                           1,204             1,569            (365)

Income from continuing operations before income taxes, equity in earnings and noncontrolling interests

                                        3                95             (92)
Income tax expense                                                          11                33             (22)
Equity in earnings of unconsolidated entities                              (36)               (7)            (29)
Net income from continuing operations                                       28                69             (41)
Net (loss) income from discontinued operations                             (41)                1             (42)
Net (loss) income                                                          (13)               70             (83)
Less: Net income attributable to noncontrolling interests                   (1)               (1)              -
Net (loss) income attributable to Realogy Holdings and Realogy
Group                                                               $      (14)          $    69          $  (83)



Net revenues decreased $457 million or 27% for the three months ended June 30,
2020 compared with the three months ended June 30, 2019 driven by lower homesale
transaction volume at both Realogy Franchise and Brokerage Groups primarily due
to the COVID-19 pandemic.
Total expenses decreased $365 million or 23% for the second quarter of 2020
compared to the second quarter of 2019 primarily due to:
•a $270 million decrease in commission and other sales agent-related costs
primarily as a result of the impact of lower homesale transaction volume at
Realogy Brokerage Group due to the COVID-19 pandemic, partially offset by higher
agent commission costs primarily driven by retention efforts and a shift in mix
as more productive, higher compensated agents completed a higher percentage of
homesale transactions;
•a $66 million decrease in operating and general and administrative expenses
primarily due to lower employee-related, occupancy and other operating costs as
a result of COVID-19 related cost savings initiatives;
•a $29 million decrease in marketing expense primarily due to not holding in
person meetings and conferences and lower advertising costs due to the COVID-19
pandemic in the second quarter of 2020 compared to the second quarter of 2019;
and
•a $21 million net decrease in interest expense primarily due to a $16 million
decline in expense related to our mark-to-market adjustments for our interest
rate swaps that resulted in losses of $8 million during the second quarter of
2020 compared to losses of $24 million during the second quarter of 2019 and a
decrease in interest expense due to LIBOR rate decreases,
partially offset by;
•an $8 million loss on the early extinguishment of debt during the second
quarter of 2020 as a result of the refinancing transactions in June 2020;

                                       47
--------------------------------------------------------------------------------
  Table of     Contents
•lease asset impairments of $7 million during the second quarter of 2020
compared to $2 million during the second quarter of 2019; and
•a $5 million increase in restructuring costs.
Equity in earnings were $36 million during the second quarter of 2020 compared
to earnings of $7 million during the second quarter of 2019 primarily due to
improvement in earnings of Guaranteed Rate Affinity at Realogy Title Group.
Equity in earnings for Guaranteed Rate Affinity increased by $29 million from $6
million in the second quarter of 2019 to $35 million in the second quarter of
2020 as a result of the low mortgage rate environment and improved margins in
the venture. Equity in earnings for Realogy Title Group's other equity method
investments remained flat at $1 million during the second quarter of 2020 and
2019.
During the second quarter of 2020, we incurred $14 million of restructuring
costs primarily related to the Company's restructuring program focused on office
consolidation and instituting operational efficiencies to drive profitability.
The Company expects the estimated total cost of the plan which began in the
first quarter of 2019 to be approximately $81 million, with $61 million incurred
to date. See Note 6, "Restructuring Costs", to the Condensed Consolidated
Financial Statements for additional information.
The provision for income taxes was an expense of $11 million for the three
months ended June 30, 2020 compared to an expense of $33 million for the three
months ended June 30, 2019. Our effective tax rate was 28% and 32% for the three
months ended June 30, 2020 and June 30, 2019, respectively. The effective tax
rate for the three months ended June 30, 2020 was primarily impacted by the tax
impact of vesting equity awards with a market value lower than at the date of
grant.
The following table reflects the results of each of our reportable segments
during the three months ended June 30, 2020 and 2019:
                                     Revenues (a)                                                      %                Operating EBITDA                                                           %            Operating EBITDA Margin
                                 2020             2019                            $ Change           Change            2020             2019                              $ Change              Change               2020          2019         Change
Realogy Franchise Group       $   179          $   260          $  (81)                (31) %       $ 122          $    180           $ (58)            (32) %                  68  %               69  %                (1)
Realogy Brokerage Group           933            1,331            (398)                (30)            15                47             (32)            (68)                     2                   4                   (2)
Realogy Title Group               160              160               -                   -             61                32              29             91                      38                  20                   18
Corporate and Other               (65)             (87)             22                *               (26)              (24)             (2)             *

Total continuing operations $ 1,207 $ 1,664 $ (457)

            (27) %       $ 172          $    235           $ (63)            (27) %                  14  %               14  %                 -

Less: Depreciation and amortization                                                                                                                               46                    43
Interest expense, net                                                                                                                                             59                    80
Income tax expense                                                                                                                                                11                    33
Restructuring costs, net (b)                                                                                                                                      14                     9
Impairments (c)                                                                                                                                                    7                     2
Loss on the early extinguishment of debt (d)                                                                                                                       8                     -

Net income from continuing operations attributable to Realogy Holdings and Realogy Group

                                                                          27                    68
Net (loss) income from discontinued operations                                                                                                                   (41)                    1

Net (loss) income attributable to Realogy Holdings and Realogy Group

                                                                                   $ (14)                 $ 69


_______________
* not meaningful
(a)Includes the elimination of transactions between segments, which consists of
intercompany royalties and marketing fees paid by Realogy Brokerage Group of $65
million and $87 million during the three months ended June 30, 2020 and 2019,
respectively.
(b)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. 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.
(c)Impairments for the three months ended June 30, 2020 and 2019 relate to lease
asset impairments.
(d)Loss on the early extinguishment of debt is recorded in Corporate and Other.

                                       48
--------------------------------------------------------------------------------
  Table of     Contents
As described in the aforementioned table, Operating EBITDA margin for "Total
continuing operations" expressed as a percentage of revenues remained flat at
14% for the three months ended June 30, 2020 compared to the same period in
2019. On a segment basis, Realogy Franchise Group's margin decreased 1
percentage point to 68% from 69% primarily due a decrease in revenue and higher
bad debt expense related to the early termination of third party listing fee
agreements, partially offset by a decrease in employee and other operating costs
primarily as a result of COVID-19 related cost savings initiatives. Realogy
Brokerage Group's margin decreased 2 percentage points from 4% to 2% primarily
due to higher agent commission costs primarily driven by retention efforts and a
shift in mix as more productive, higher compensated agents completed a higher
percentage of homesale transactions, partially offset by lower operating and
employee expenses primarily due to COVID-19 related cost savings initiatives.
Realogy Title Group's margin increased 18 percentage points to 38% from 20%
primarily as a result of an increase in equity in earnings of Guaranteed Rate
Affinity as a result of the low mortgage rate environment and improved margins
in the venture.
Realogy Franchise and Brokerage Groups on a Combined Basis
The following table reflects Realogy Franchise and Brokerage Group's results
before the intercompany royalties and marketing fees as well as on a combined
basis to show the Operating EBITDA contribution of these business segments to
the overall Operating EBITDA of the Company. The Operating EBITDA margin for the
combined segments decreased 2 percentage points from 15% to 13% primarily due to
lower transaction volume during the second quarter of 2020 compared to the
second quarter of 2019:
                                      Revenues                                                        %                    Operating EBITDA                                                       %            Operating EBITDA Margin
                                2020             2019                            $ Change           Change               2020                 2019                           $ Change           Change              2020          2019         Change
Realogy Franchise Group (a)  $   114          $   173             (59)                (34)         $  57          $          93                (36)           (39)                50  %            54  %                (4)
Realogy Brokerage Group (a)      933            1,331            (398)                (30)            80                    134                (54)           (40)                 9               10                   (1)
Realogy Franchise and
Brokerage Groups Combined    $ 1,047          $ 1,504            (457)                (30)         $ 137          $         227                (90)           (40)                13  %            15  %                (2)


_______________
(a)The segment numbers noted above do not reflect the impact of intercompany
royalties and marketing fees paid by Realogy Brokerage Group to Realogy
Franchise Group of $65 million and $87 million during the three months ended
June 30, 2020 and 2019, respectively.
Realogy Franchise Group
Revenues decreased $81 million to $179 million and Operating EBITDA decreased
$58 million to $122 million for the three months ended June 30, 2020 compared
with the same period in 2019.
Revenues decreased $81 million primarily as a result of:
•a $23 million decrease in third-party domestic franchisee royalty revenue
primarily due to a 20% decrease in homesale transaction volume at Realogy
Franchise Group which consisted of a 21% decrease in existing homesale
transactions, partially offset by a 1% increase in average homesale price;
•a $21 million decrease in intercompany royalties received from Realogy
Brokerage Group;
•a $15 million decrease in registration and brand marketing fund revenue
(associated with the waiver of marketing fees from affiliates in the quarter),
which had a related expense decrease of $18 million resulting in a $3 million
net positive impact on Operating EBITDA, due to not holding in person meetings
and conferences and lower advertising costs due to the COVID-19 pandemic in the
second quarter of 2020 compared to the same period in 2019;
•a $12 million decrease in lead referral revenues driven by lower volume and
referral transactions primarily driven by the discontinuation of the USAA
affinity program which ceased new enrollments in the third quarter of 2019;
•a $6 million decrease in revenue related to the early termination of third
party listing fee agreements; and
•a $4 million decrease in other revenue.
Realogy Franchise Group revenue includes intercompany royalties received from
Realogy Brokerage Group of $63 million and $84 million during the second quarter
of 2020 and 2019, respectively, which are eliminated in consolidation against
the expense reflected in Realogy Brokerage Group's results.

                                       49
--------------------------------------------------------------------------------
  Table of     Contents
The $58 million decrease in Operating EBITDA was primarily due to the $81
million decrease in revenues discussed above and $8 million of higher bad debt
expense primarily related to the early termination of third party listing fee
agreements. These Operating EBITDA decreases were partially offset by the $18
million decrease in registration and brand marketing fund expense discussed
above and a $13 million decrease in employee and other operating costs
principally due to COVID-19 related cost savings initiatives and the
discontinuation of the USAA affinity program.
Realogy Brokerage Group
Revenues decreased $398 million to $933 million and Operating EBITDA decreased
$32 million to $15 million for the three months ended June 30, 2020 compared
with the same period in 2019.
The revenue decrease of $398 million was primarily driven by a 30% decrease in
homesale transaction volume at our Realogy Brokerage Group due to the COVID-19
pandemic which consisted of a 25% decrease in existing homesale transactions and
a 7% decrease in average homesale price.
Operating EBITDA decreased $32 million primarily due to a $398 million decrease
in revenues discussed above, partially offset by:
•a $270 million decrease in commission expenses paid to independent sales agents
from $955 million in the second quarter of 2019 to $685 million in the second
quarter of 2020. Commission expense decreased primarily as a result of the
impact of lower homesale transaction volume as discussed above, partially offset
by higher agent commission costs primarily driven by retention efforts and a
shift in mix as more productive, higher compensated agents completed a higher
percentage of homesale transactions;
•a $58 million decrease in employee-related, occupancy costs and other operating
costs due primarily to COVID-19 related cost savings initiatives;
•a $21 million decrease in royalties paid to Realogy Franchise Group from $84
million in the second quarter of 2019 to $63 million in the second quarter of
2020 associated with the homesale transaction volume decline as described above;
and
•a $17 million decrease in marketing expense due to lower advertising costs as a
result of the COVID-19 pandemic.
Realogy Title Group
Revenues remained flat at $160 million and Operating EBITDA increased $29
million to $61 million for the three months ended June 30, 2020 compared with
the same period in 2019.
Revenues remained flat primarily as a result of a $19 million increase in
refinance revenue due to an increase in activity in the refinance market and a
$10 million increase in underwriter revenue with unaffiliated agents, which had
a $1 million net positive impact on Operating EBITDA due to the related expense
increase of $9 million. The revenue increases were offset by a $27 million
decrease in resale revenue due to a decline in purchase transactions as a result
of the COVID-19 pandemic.
Operating EBITDA increased $29 million primarily as a result of an increase in
equity in earnings related to Guaranteed Rate Affinity due to the favorable
mortgage rate environment and improved margins in the venture. The $9 million
increase in underwriter expense with unaffiliated agents discussed above was
offset by a decrease in employee and other operating costs due to COVID-19
related costs savings initiatives.
Discontinued Operations - Cartus Relocation
Revenues for Cartus Relocation Services decreased $23 million to $48 million
from $71 million and Operating EBITDA decreased $7 million to $3 million from
$10 million for the three months ended June 30, 2020 compared with the same
period in 2019.
Revenues decreased $23 million primarily as a result of a $10 million decrease
in international revenue due to lower volume and lost business as well as a $7
million decrease in referral revenue and a $7 million decrease in other revenue,
both of which were primarily driven by lower volume. Beginning in the second
half of March 2020, Cartus Relocation Services experienced a decline in new
initiations due to the COVID-19 pandemic which continued through the second
quarter of 2020 and this trend is expected to continue in the third quarter of
2020 and potentially beyond but to a lesser extent than what we experienced in
the second quarter.

                                       50

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

Table of Contents Operating EBITDA decreased $7 million due to the revenue decrease discussed above, partially offset by a decrease in employee and other operating costs primarily due to COVID-19 related cost savings initiatives. Six Months Ended June 30, 2020 vs. Six Months Ended June 30, 2019 Our consolidated results comprised the following:


                                                                              Six Months Ended June 30,
                                                                        2020              2019           Change
Net revenues                                                        $   2,323          $ 2,718          $ (395)
Total expenses                                                          2,896            2,741             155

Loss from continuing operations before income taxes, equity in earnings and noncontrolling interests

                                    (573)             (23)           (550)
Income tax (benefit) expense                                             (121)               1            (122)
Equity in earnings of unconsolidated entities                             (45)              (8)            (37)
Net loss from continuing operations                                      (407)             (16)           (391)
Net loss from discontinued operations                                     (68)             (13)            (55)
Net loss                                                                 (475)             (29)           (446)
Less: Net income attributable to noncontrolling interests                  (1)              (1)              -

Net loss attributable to Realogy Holdings and Realogy Group $ (476) $ (30) $ (446)





Net revenues decreased $395 million or 15% for the six months ended June 30,
2020 compared with the six months ended June 30, 2019 driven by lower homesale
transaction volume at both Realogy Franchise and Brokerage Groups primarily due
to the COVID-19 pandemic.
Total expenses increased $155 million or 6% for the first half of 2020 compared
to the first half of 2019 primarily due to:
•impairments of $454 million including a goodwill impairment charge of $413
million which reduced the net carrying value of Realogy Brokerage Group by $314
million after accounting for the related income tax benefit of $99 million, an
impairment charge of $30 million which reduced the carrying value of trademarks
at Realogy Franchise Group (see Note 3, "Goodwill and Intangible Assets", to the
Condensed Consolidated Financial Statements for additional information) and $11
million related to lease asset impairments;
•a $17 million net increase in interest expense primarily due to a $21 million
net expense related to our mark-to-market adjustments for our interest rate
swaps that resulted in losses of $59 million for the six months ended June 30,
2020 compared to losses of $38 million during the same period of 2019, partially
offset by a decrease in interest expense due to LIBOR rate decreases; and
•a $7 million increase in restructuring costs,
partially offset by;
•a $215 million decrease in commission and other sales agent-related costs
primarily as a result of the impact of lower homesale transaction volume at
Realogy Brokerage Group due to the COVID-19 pandemic, partially offset by higher
agent commission costs primarily driven by retention efforts and a shift in mix
as more productive, higher compensated agents completed a higher percentage of
homesale transactions;
•a $77 million decrease in operating and general and administrative expenses
primarily due to lower employee-related, occupancy and other operating costs as
a result of COVID-19 related cost savings initiatives; and
•a $38 million decrease in marketing expense primarily due to not holding in
person meetings and conferences and lower advertising costs due to the COVID-19
pandemic in the first half of 2020 compared to the first half of 2019.
Equity in earnings were $45 million for the six months ended June 30, 2020
compared to earnings of $8 million during the same period of 2019 primarily due
to an improvement in earnings of Guaranteed Rate Affinity at Realogy Title
Group. Equity in earnings for Guaranteed Rate Affinity increased by $37 million
from $7 million in the first half of 2019 to $44 million in the first half of
2020 as a result of the low mortgage rate environment and improved margins in
the venture. Equity in earnings for Realogy Title Group's other equity method
investments remained flat at $1 million during the first half of 2020 and 2019.
During the six months ended June 30, 2020, we incurred $25 million of
restructuring costs primarily related to the Company's restructuring program
focused on office consolidation and instituting operational efficiencies to
drive

                                       51
--------------------------------------------------------------------------------
  Table of     Contents
profitability. The Company expects the estimated total cost of the plan which
began in the first quarter of 2019 to be approximately $81 million, with $61
million incurred to date. See Note 6, "Restructuring Costs", to the Condensed
Consolidated Financial Statements for additional information.
The provision for income taxes was a benefit of $121 million for the six months
ended June 30, 2020 compared to an expense of $1 million for the six months
ended June 30, 2019. Our effective tax rate was 23% and negative 7% for the six
months ended June 30, 2020 and June 30, 2019, respectively. The effective tax
rate for the six months ended June 30, 2020 was primarily impacted by items in
the first half of 2020 related to the goodwill impairment charge and equity
awards for which the market value at vesting was lower than at the date of
grant.
The following table reflects the results of each of our reportable segments
during the six months ended June 30, 2020 and 2019:
                                      Revenues (a)                                                      %                Operating EBITDA                                                              %            Operating EBITDA Margin
                                  2020             2019                            $ Change           Change            2020             2019                                $ Change               Change               2020      

   2019         Change
Realogy Franchise Group        $   347          $   439          $  (92)                (21) %       $ 223          $    278           $ (55)             (20) %                   64  %                63  %                 1
Realogy Brokerage Group          1,802            2,147            (345)                (16)           (36)              (15)            (21)            (140)                     (2)                  (1)                  (1)
Realogy Title Group                297              274              23                   8             73                23              50             217                       25                    8                   17
Corporate and Other               (123)            (142)             19                *               (51)              (49)             (2)             *

Total continuing operations $ 2,323 $ 2,718 $ (395)

             (15) %       $ 209          $    237           $ (28)             (12) %                    9  %                 9  %                 -

Less: Depreciation and amortization                                                                                                                                  91                     84
Interest expense, net                                                                                                                                               160                    143
Income tax (benefit) expense                                                                                                                                       (121)                     1
Restructuring costs, net (b)                                                                                                                                         25                     18
Impairments (c)                                                                                                                                                     454                      3
Loss on the early extinguishment of debt (d)                                                                                                                          8                      5

Net loss from continuing operations attributable to Realogy Holdings and Realogy Group

                                                                             (408)                   (17)
Net loss from discontinued operations                                                                                                                               (68)                   (13)
Net loss attributable to Realogy Holdings and Realogy Group                                                                                                      $ (476)                 $ (30)


_______________
* not meaningful
(a)Includes the elimination of transactions between segments, which consists of
intercompany royalties and marketing fees paid by Realogy Brokerage Group of
$123 million and $142 million during the six months ended June 30, 2020 and
2019, respectively.
(b)Restructuring charges incurred for the six months ended June 30, 2020 include
$1 million at Realogy Franchise Group, $21 million at Realogy Brokerage Group
and $3 million at Realogy Title Group. Restructuring charges incurred for the
six months ended June 30, 2019 include $1 million at Realogy Franchise Group,
$10 million at Realogy Brokerage Group, $2 million at Realogy Title Group and $5
million at Corporate and Other.
(c)Impairments for the six months ended June 30, 2020 include a goodwill
impairment charge of $413 million which reduced the net carrying value of
Realogy Brokerage Group by $314 million after accounting for the related income
tax benefit of $99 million, an impairment charge of $30 million which reduced
the carrying value of trademarks at Realogy Franchise Group and $11 million
related to lease asset impairments. Impairments for the six months ended
June 30, 2019 relate to lease asset impairments.
(d)Loss on the early extinguishment of debt is recorded in Corporate and Other.
As described in the aforementioned table, Operating EBITDA margin for "Total
continuing operations" expressed as a percentage of revenues remained flat at 9%
for the six months ended June 30, 2020 compared to the same period in 2019. On a
segment basis, Realogy Franchise Group's margin increased 1 percentage point to
64% from 63% primarily due to a decrease in employee and other operating costs
primarily as a result of COVID-19 related cost savings initiatives, partially
offset by a decrease in revenue related to the early termination of third party
listing fee agreements. Realogy Brokerage Group's margin decreased 1 percentage
point from negative 1% to negative 2% primarily due to higher agent commission
costs primarily driven by retention efforts and a shift in mix as more
productive, higher compensated agents completed a higher percentage of homesale
transactions, partially offset by lower operating expenses primarily due to
COVID-19 related cost savings initiatives. Realogy Title Group's margin
increased 17 percentage points to 25% from 8% primarily as a result of an
increase in equity in earnings due to an improvement in earnings of Guaranteed
Rate Affinity as a result of the low mortgage rate environment and improved
margins in the venture.

                                       52
--------------------------------------------------------------------------------
  Table of     Contents
Realogy Franchise and Brokerage Groups on a Combined Basis
The following table reflects Realogy Franchise and Brokerage Group's results
before the intercompany royalties and marketing fees as well as on a combined
basis to show the Operating EBITDA contribution of these business segments to
the overall Operating EBITDA of the Company. The Operating EBITDA margin for the
combined segments decreased 2 percentage points from 11% to 9% primarily due to
lower transaction volume during the first half of 2020 compared to the first
half of 2019:
                                      Revenues                                                        %                    Operating EBITDA                                                       %            Operating EBITDA Margin
                                2020             2019                            $ Change           Change               2020                 2019                           $ Change           Change              2020          2019         Change
Realogy Franchise Group (a)  $   224          $   297             (73)                (25)         $ 100          $         136                (36)           (26)                45  %            46  %                (1)
Realogy Brokerage Group (a)    1,802            2,147            (345)                (16)            87                    127                (40)           (31)                 5                6                   (1)
Realogy Franchise and
Brokerage Groups Combined    $ 2,026          $ 2,444            (418)                (17)         $ 187          $         263                (76)           (29)                 9  %            11  %                (2)


_______________
(a)The segment numbers noted above do not reflect the impact of intercompany
royalties and marketing fees paid by Realogy Brokerage Group to Realogy
Franchise Group of $123 million and $142 million during the six months ended
June 30, 2020 and 2019, respectively.
Realogy Franchise Group
Revenues decreased $92 million to $347 million and Operating EBITDA decreased
$55 million to $223 million for the six months ended June 30, 2020 compared with
the same period in 2019.
Revenues decreased $92 million primarily as a result of:
•a $26 million decrease in registration revenue and brand marketing fund revenue
(associated with the waiver of marketing fees from affiliates in the second
quarter of 2020), which had a related expense decrease of $30 million resulting
in a net $4 million net positive impact on Operating EBITDA, due to not holding
in person meetings and conferences and lower advertising costs due to the
COVID-19 pandemic in the first half of 2020 compared to the first half of 2019;
•a $22 million decrease in third-party domestic franchisee royalty revenue
primarily due to a 9% decrease in homesale transaction volume at Realogy
Franchise Group which consisted of a 12% decrease in existing homesale
transactions, partially offset by a 4% increase in average homesale price;
•an $18 million decrease in intercompany royalties received from Realogy
Brokerage Group;
•a $15 million decrease in leads referral revenues driven by lower volume and
referral transactions primarily driven by the discontinuation of the USAA
affinity program which ceased new enrollments in the third quarter of 2019;
•a $6 million decrease in revenue related to the early termination of third
party listing fee agreements; and
•a $5 million decrease in other revenue.
Realogy Franchise Group revenue includes intercompany royalties received from
Realogy Brokerage Group of $119 million and $137 million during the first half
2020 and 2019, respectively, which are eliminated in consolidation against the
expense reflected in Realogy Brokerage Group's results.
The $55 million decrease in Operating EBITDA was primarily due to the $92
million decrease in revenues discussed above and $10 million of higher expense
for bad debt primarily due to the early termination of third party listing fee
agreements. These Operating EBITDA decreases were partially offset by the $30
million decrease in registration and brand marketing fund expense discussed
above and a $17 million decrease in employee and other operating costs
principally due to the COVID-19 related cost savings initiatives and the
discontinuation of the USAA affinity program.

                                       53
--------------------------------------------------------------------------------
  Table of     Contents
Realogy Brokerage Group
Revenues decreased $345 million to $1,802 million and Operating EBITDA decreased
$21 million to negative $36 million for the six months ended June 30, 2020
compared with the same period in 2019.
The revenue decrease of $345 million was primarily driven by a 16% decrease in
homesale transaction volume at Realogy Brokerage Group which started in the
final weeks of the first quarter due to the COVID-19 pandemic and consisted of a
14% decrease in existing homesale transactions and a 2% decrease in average
homesale price.
Operating EBITDA decreased $21 million primarily due to a $345 million decrease
in revenues discussed above, partially offset by:
•a $215 million decrease in commission expenses paid to independent sales agents
from $1,530 million in the first half of 2019 to $1,315 million in the first
half of 2020. Commission expense decreased primarily as a result of the impact
of lower homesale transaction volume as discussed above, partially offset by
higher agent commission costs primarily driven by retention efforts and a shift
in mix as more productive, higher compensated agents completed a higher
percentage of homesale transactions;
•a $70 million decrease in employee-related, occupancy costs and other operating
costs due to COVID-19 related cost savings initiatives;
•a $21 million decrease in marketing expense due to lower advertising costs as a
result of the COVID-19 pandemic; and
•an $18 million decrease in royalties paid to Realogy Franchise Group from $137
million in the first half of 2019 to $119 million in the same period of 2020
associated with the volume decline as described above.
Realogy Title Group
Revenues increased $23 million to $297 million and Operating EBITDA increased
$50 million to $73 million for the six months ended June 30, 2020 compared with
the same period in 2019.
Revenues increased $23 million primarily as a result of a $24 million increase
in refinance revenue due to an increase in activity in the refinance market and
a $20 million increase in underwriter revenue with unaffiliated agents, which
had a $3 million net positive impact on Operating EBITDA due to the related
expense increase of $17 million. These revenue increases were partially offset
by a $21 million decrease in resale revenue due to a decline in purchase
transactions as result of the COVID-19 pandemic.
Operating EBITDA increased $50 million primarily as a result of a $37 million
increase in equity in earnings primarily related to Guaranteed Rate Affinity due
to the favorable mortgage rate environment and improved margins in the venture,
the $3 million net positive impact of underwriter transactions with unaffiliated
agents discussed above and a $7 million decrease in employee and other operating
costs due to COVID-19 related cost savings initiatives.
Discontinued Operations - Cartus Relocation
Revenues for Cartus Relocation Services decreased $31 million to $100 million
from $131 million and Operating EBITDA decreased $6 million to negative $2
million from $4 million for the six months ended June 30, 2020 compared with the
same period in 2019.
Revenues decreased $31 million primarily as a result of a $15 million decrease
in international revenue due to lower volume and lost business, as well as a $9
million decrease in referral revenue and an $8 million decrease in other
revenue, both of which were primarily driven by lower volume. Beginning in the
second half of March 2020, Cartus Relocation Services experienced a decline in
new initiations due to the COVID-19 pandemic which continued through the second
quarter of 2020 and this trend is expected to continue in the third quarter of
2020 and potentially beyond but to a lesser extent than what we experienced in
the second quarter.
Operating EBITDA decreased $6 million due to the revenue decrease discussed
above, partially offset by a decrease in employee and other operating costs
primarily due to COVID-19 related cost savings initiatives.


                                       54

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


  Table of     Contents
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Financial Condition
                                  June 30, 2020      December 31, 2019      Change
            Total assets         $      7,433       $          7,543       $ (110)
            Total liabilities           5,808                  5,447          361
            Total equity                1,625                  2,096         (471)


For the six months ended June 30, 2020, total assets decreased $110 million
primarily due to:
•a $413 million decrease in goodwill as a result of the impairment at Realogy
Brokerage Group during the first quarter of 2020;
•a $119 million decrease in assets held for sale;
•a $30 million decrease in trademarks as a result of the impairment of
trademarks at Realogy Franchise Group during the first quarter of 2020;
•a $36 million net decrease in franchise agreements and other amortizable
intangible assets primarily due to amortization;
•a $24 million net decrease in operating lease assets; and
•a $15 million decrease in property and equipment,
partially offset by:
•a $451 million increase in cash and cash equivalents due to additional
borrowings under the Revolving Credit Facility;
•a $63 million increase in other current and non-current assets primarily
related to an increase in our investment in Guaranteed Rate Affinity due to an
increase in equity in earnings partially offset by dividends received, an
increase in prepaid incentives and an increase in marketable securities due to
the reinvestment of certificates of deposit at Realogy Title Group; and
•a $13 million increase in trade receivables primarily due to timing and
seasonal volume.
Total liabilities increased $361 million primarily due to:
•a $598 million increase in corporate debt primarily due to a $625 million
increase in borrowings under the Revolving Credit Facility which included an
additional $400 million borrowed in 2020 due to COVID-19 uncertainties and the
issuance of $550 million of 7.625% Senior Secured Second Lien Notes, partially
offset by the redemption of all of the Company's outstanding $550 million 5.25%
Senior Notes; and
•a $58 million increase in other non-current liabilities primarily due to
mark-to-market adjustments on the Company's interest rate swaps,
partially offset by:
•a $141 million decrease in deferred tax liabilities primarily due to the
recognition of an income tax benefit of $99 million related to the goodwill
impairment charge during the first quarter of 2020;
•a $125 million decrease in liabilities held for sale;
•an $18 million decrease in accrued expenses and other current liabilities; and
•a $13 million decrease in operating lease liabilities.
Total equity decreased $471 million primarily due to a net loss of $476 million
for the six months ended June 30, 2020. The loss was primarily due to
impairments of $454 million in the first half of 2020.
Liquidity and Capital Resources
We have historically satisfied our liquidity needs with cash flows from
operations and funds available under our Revolving Credit Facility and
securitization facilities. Our primary liquidity needs have been to service our
debt and finance our working capital and capital expenditures. We currently
expect to prioritize investing in our business and reducing indebtedness.
Accordingly, we discontinued acquiring stock under our share repurchase programs
in the first quarter of 2019 and discontinued our quarterly dividend in the
fourth quarter of 2019.

                                       55
--------------------------------------------------------------------------------
  Table of     Contents
We are significantly encumbered by our debt obligations. As of June 30, 2020,
our total debt, excluding our securitization obligations, was $4,043 million.
Our liquidity position has been and is expected to continue to be negatively
impacted by the interest expense on our debt obligations, which could be
intensified by a significant increase in LIBOR (or any replacement rate) or ABR.
As noted under Liquidity and Capital Resources Update, our nearest debt maturity
is not until early 2023 (other than amortization payments under our Term Loan B
and Term Loan A Facilities) as we redeemed all of our outstanding 5.25% Senior
Notes in June 2020 using the proceeds from our 7.625% Senior Secured Second Lien
Notes, together with cash on hand.
At June 30, 2020, we were in compliance with the financial covenant in each of
the Senior Secured Credit Agreement and the Term Loan A Agreement with a senior
secured leverage of 3.29 to 1.00 (as compared to the maximum ratio then
permitted of 4.75 to 1.00) with secured debt (net of readily available cash) of
$2,026 million and trailing four quarters EBITDA calculated on a Pro Forma Basis
(as those terms are defined in the credit agreement governing the Senior Secured
Credit Facility) of $616 million.
Following our entry into the Amendments on July 24, 2020, the financial covenant
contained in each of the Senior Secured Credit Agreement and Term Loan A
Agreement has been eased to require that Realogy Group maintain a senior secured
leverage ratio not to exceed 6.50 to 1.00 commencing with the third quarter of
2020 through and including the second quarter of 2021 and thereafter will step
down on a quarterly basis to 4.75 to 1.00 (which was the applicable level prior
to the effectiveness of the Amendments) on and after the second quarter of 2022.
The Amendments do not change either the commitments or pricing applicable to our
Senior Secured Credit Facility (which includes our Revolving Credit Facility) or
Term Loan A Facility.
The Amendments tighten certain other covenants during the period commencing on
July 24, 2020 until we issue our financial results for the third quarter of 2021
and concurrently deliver an officer's certificate to our lenders showing
compliance with the quarterly financial covenant, subject to earlier termination
(the "covenant period"). If Realogy Group's senior secured leverage ratio does
not exceed 5.50 to 1.00 for the fiscal quarter ending June 30, 2021, the
covenant period will end at the time we deliver the compliance certificate to
the lenders for such period; however, in either instance, the gradual step down
in the senior secured leverage ratio, as described above, will continue to
apply. The covenants revised during the covenant period include the reduction or
elimination of the amount available for certain types of additional
indebtedness, liens, restricted payments (including dividends and stock
repurchases), investments (including acquisitions and joint ventures), and
voluntary junior debt repayments.
We also may elect to end the covenant period at any time, provided the senior
secured leverage ratio does not exceed 4.75 to 1.00 as of the most recently
ended quarter for which financial statements have been delivered. In such event,
the leverage ratio will reset to the pre-Amendment level of 4.75 to 1.00
thereafter.
We believe that we will continue to be in compliance with the senior secured
leverage ratio and meet our cash flow needs during the next twelve months.
For additional information, see below under the header "Financial
Obligations-Covenants under the Senior Secured Credit Facility, Term Loan A
Facility and Indentures".
We will continue to evaluate potential refinancing and financing transactions,
subject to the Amendments during the covenant period, including refinancing
certain tranches of our indebtedness and extending maturities, among other
potential alternatives, such public or private placements of our common stock or
preferred stock (either of which could, among other things, dilute our current
stockholders and materially and adversely affect the market price of our common
stock). There can be no assurance as to which, if any, of these alternatives we
may pursue as the choice of any alternative will depend upon numerous factors
such as market conditions, our financial performance and the limitations
applicable to such transactions under our existing financing agreements and the
consents we may need to obtain under the relevant documents. Financing may not
be available to us on commercially reasonable terms, on terms that are
acceptable to us, or at all. Any future indebtedness may impose various
additional restrictions and covenants on us which could limit our ability to
respond to market conditions, to make capital investments or to take advantage
of business opportunities.
Subject to the restrictions against voluntary payments of junior debt that apply
to us during the covenant period under the Amendments, we may from time to time
seek to repurchase our outstanding Unsecured Notes or 7.625% Senior Secured
Second Lien Notes through tender offers, open market purchases, privately
negotiated transactions or otherwise. Such

                                       56
--------------------------------------------------------------------------------
  Table of     Contents
repurchases, if any, will depend on prevailing market conditions, our liquidity
requirements, contractual restrictions and other factors.
Under the Amendments, we are restricted from making certain restricted payments,
including dividend payments or share repurchases during the covenant period. The
covenants in the indentures governing the 9.375% Senior Notes and 7.625% Senior
Secured Second Lien Notes further restrict our ability to make dividend payments
or repurchase shares in any amount until the Company's consolidated leverage
ratio is below 4.00 to 1.00. See Note 5, "Short and Long-Term Debt", to the
Condensed Consolidated Financial Statements for additional information.
In addition, we are required to pay quarterly amortization payments for the Term
Loan A and Term Loan B facilities. Remaining payments for 2020 total $19 million
and $5 million for the Term Loan A and Term Loan B facilities, respectively, and
we expect payments for 2021 to total $51 million and $11 million for the Term
Loan A and Term Loan B facilities, respectively.
If the residential real estate market or the economy as a whole does not improve
or continues to weaken, our business, financial condition and liquidity may be
materially adversely affected, including our ability to access capital, grow our
business and return capital to stockholders.
Cash Flows
At June 30, 2020, we had $686 million of cash, cash equivalents and restricted
cash, an increase of $451 million compared to the balance of $235 million at
December 31, 2019. The following table summarizes our cash flows from continuing
operations for the six months ended June 30, 2020 and 2019:
                                                                            

Six Months Ended June 30,


                                                                      2020             2019           Change
Cash provided by (used in) activities from continuing operations:
Operating activities                                               $    35           $  113          $  (78)
Investing activities                                                   (55)             (58)              3
Financing activities                                                   571               70             501


For the six months ended June 30, 2020, $78 million less cash was provided by
operating activities from continuing operations compared to the same period in
2019 principally due to:
•$63 million more cash used for accounts payable, accrued expenses and other
liabilities;
•$63 million less cash provided by operating results; and
•$7 million more cash used for other operating activities,
partially offset by:
•$30 million more cash provided by the net change in trade receivables;
•$21 million more cash dividends received primarily from Guaranteed Rate
Affinity; and
•$4 million less cash used for other assets.
For the six months ended June 30, 2020, we used $3 million less cash for
investing activities from continuing operations compared to the same period in
2019 primarily due to:
•$9 million less cash used for property and equipment additions; and
•$8 million less cash used for investments in unconsolidated entities,
partially offset by $14 million more cash used for other investing activities
primarily due to the reinvestment of certificates of deposit.
For the six months ended June 30, 2020, $571 million of cash was provided by
financing activities from continuing operations compared to $70 million of cash
provided during the same period in 2019.
For the six months ended June 30, 2020, $571 million of cash provided by
financing activities from continuing operations related to $625 million of
additional borrowings under the Revolving Credit Facility, partially offset by:
•$19 million of quarterly amortization payments on the term loan facilities;
•$15 million of cash paid as a result of the refinancing transactions in the
second quarter of 2020;

                                       57
--------------------------------------------------------------------------------
  Table of     Contents
•$15 million of other financing payments primarily related to finance leases;
and
•$5 million of tax payments related to net share settlement for stock-based
compensation.
For the six months ended June 30, 2019, $70 million of cash provided by
financing activities from continuing operations related to:
•$87 million of cash received as a result of the refinancing transactions in the
first quarter of 2019; and
•$60 million of additional borrowings under the Revolving Credit Facility,
partially offset by:
•$21 million of dividend payments;
•$20 million for the repurchase of our common stock;
•$15 million of quarterly amortization payments on the term loan facilities;
•$13 million of other financing payments primarily related to finance leases;
and
•$6 million of tax payments related to net share settlement for stock-based
compensation.
Financial Obligations
See Note 5, "Short and Long-Term Debt", to the Condensed Consolidated Financial
Statements, for information on the Company's indebtedness as of June 30, 2020.
Issuance of $550 million of 7.625% Senior Secured Second Lien Notes and
Redemption of $550 million of 5.25% Senior Notes
In June 2020, we issued $550 million 7.625% Senior Secured Second Lien Notes due
in June 2025. We used the entire net proceeds from the offering, together with
cash on hand, to fund the redemption of all of our outstanding 5.25% Senior
Notes due 2021, and to pay related interest, premium, fees, and expenses.
LIBOR Transition
In July 2017, the Financial Conduct Authority, the UK regulator responsible for
the oversight of the London Interbank Offering Rate ("LIBOR"), announced that it
would no longer require banks to participate in the LIBOR submission process and
would cease oversight over the rate after the end of 2021. Various industry
groups continue to discuss replacement benchmark rates, the process for amending
existing LIBOR-based contracts, and the potential economic impacts of different
alternatives. For example, in the U.S., a proposed replacement benchmark rate is
the Secured Overnight Funding Rate (SOFR), which is an overnight rate based on
secured financing, although uncertainty exists as to the transition process and
broad acceptance of SOFR as the primary alternative to LIBOR.
Our primary interest rate exposure is interest rate fluctuations, specifically
with respect to LIBOR, due to its impact on our variable rate borrowings under
the Senior Secured Credit Facility (for our Revolving Credit Facility and Term
Loan B) and the Term Loan A Facility (for our Term Loan A). As of June 30, 2020,
we had interest rate swaps based on LIBOR with a notional value of $1,600
million to manage a portion of our exposure to changes in interest rates
associated with our variable rate borrowings.
At this time, it is not possible to predict the effect of any changes to LIBOR,
any phase out of LIBOR or any establishment of alternative benchmark rates.
LIBOR may disappear entirely or perform differently than in the past. Any new
benchmark rate will likely not replicate LIBOR exactly and if future rates based
upon a successor rate (or a new method of calculating LIBOR) are higher than
LIBOR rates as currently determined, it could result in an increase in the cost
of our variable rate indebtedness and may have a material adverse effect on our
financial condition and results of operations.
Covenants under the Senior Secured Credit Facility, Term Loan A Facility and
Indentures
The Senior Secured Credit Agreement, Term Loan A Agreement, and the indentures
governing the Unsecured Notes and 7.625% Senior Secured Second Lien Notes
contain various covenants that limit (subject to certain exceptions) Realogy
Group's ability to, among other things:
•incur or guarantee additional debt or issue disqualified stock or preferred
stock;
•pay dividends or make distributions to Realogy Group's stockholders, including
Realogy Holdings;

                                       58
--------------------------------------------------------------------------------
  Table of     Contents
•repurchase or redeem capital stock;
•make loans, investments or acquisitions;
•incur restrictions on the ability of certain of Realogy Group's subsidiaries to
pay dividends or to make other payments to Realogy Group;
•enter into transactions with affiliates;
•create liens;
•merge or consolidate with other companies or transfer all or substantially all
of Realogy Group's and its material subsidiaries' assets;
•transfer or sell assets, including capital stock of subsidiaries; and
•prepay, redeem or repurchase subordinated indebtedness.
Pursuant to the Amendments to the Senior Secured Credit Agreement and Term Loan
A Agreement, certain of these restrictions were tightened, including reducing
(or eliminating) the amount available for certain types of additional
indebtedness, liens, restricted payments (including dividends and stock
repurchases), investments (including acquisitions and joint ventures), and
voluntary junior debt repayments. Under the Amendments, we are permitted during
the covenant period to obtain up to $50 million of additional credit facilities
on a combined basis (less any amounts previously incurred under this provision)
from lenders reasonably satisfactory to the administrative agent and us, without
the consent of the existing lenders under the Senior Secured Credit Agreement or
Term Loan A Agreement. In addition, during the covenant period under the
Amendments, our ability to issue senior secured or unsecured notes is limited to
the use of financings junior to our first lien debt to refinance the Unsecured
Notes or 7.625% Senior Secured Second Lien Notes.
As a result of the covenants to which we remain subject, we are limited in the
manner in which we conduct our business and we may be unable to engage in
favorable business activities or finance future operations or capital needs. In
addition, the Senior Secured Credit Agreement and Term Loan A Agreement require
us to maintain a senior secured leverage ratio. We are further restricted under
the indentures governing the 9.375% Senior Notes and 7.625% Senior Secured
Second Lien Notes from making restricted payments, including our ability to
issue dividends in excess of $45 million per calendar year or our ability to
repurchase shares in any amount for so long as our consolidated leverage ratio
is equal to or greater than 4.00 to 1.00 and then (unless that ratio falls below
3.00 to 1.00) only to the extent of available cumulative credit, as defined
under those indentures.
Senior Secured Leverage Ratio applicable to our Senior Secured Credit Facility
and Term Loan A Facility
The senior secured leverage ratio is tested quarterly. Prior to the Amendments
(including at June 30, 2020), the senior secured leverage ratio could not exceed
4.75 to 1.00. Pursuant to the Amendments, the financial covenant contained in
each of the Senior Secured Credit Agreement and Term Loan A Agreement has been
amended to require that Realogy Group maintain a senior secured leverage ratio
not to exceed 6.50 to 1.00 commencing with the third quarter of 2020 through and
including the second quarter of 2021 and thereafter will step down on a
quarterly basis to 4.75 to 1.00 (which was the applicable level prior to the
effectiveness of the Amendments) on and after the second quarter of 2022.
The senior secured leverage ratio is measured by dividing Realogy Group's total
senior secured net debt by the trailing four quarters EBITDA calculated on a Pro
Forma Basis, as those terms are defined in the Senior Secured Credit Agreement.
Total senior secured net debt does not include the 7.625% Senior Secured Second
Lien Notes, our unsecured indebtedness, including the Unsecured Notes, or the
securitization obligations. EBITDA calculated on a Pro Forma Basis, as defined
in the Senior Secured Credit Agreement, includes adjustments to EBITDA for
restructuring, retention and disposition costs, former parent legacy cost
(benefit) items, net, loss (gain) on the early extinguishment of debt, non-cash
charges and incremental securitization interest costs, as well as pro forma cost
savings for restructuring initiatives, the pro forma effect of business
optimization initiatives and the pro forma effect of acquisitions and new
franchisees, in each case calculated as of the beginning of the trailing
four-quarter period. The Company was in compliance with the senior secured
leverage ratio covenant at June 30, 2020.

                                       59
--------------------------------------------------------------------------------
  Table of     Contents
A reconciliation of net loss attributable to Realogy Group to Operating EBITDA
including discontinued operations and EBITDA calculated on a Pro Forma Basis, as
those terms are defined in the Senior Secured Credit Agreement, for the
four-quarter period ended June 30, 2020 is set forth in the following table:
                                                                   Less                 Equals              Plus               Equals
                                                                                      Six Months         Six Months         Twelve Months
                                         Year Ended          Six Months Ended            Ended             Ended                Ended
                                                                                       December
                                        December 31,             June 30,                 31,             June 30,            June 30,
                                            2019                   2019                  2019               2020                2020
Net loss attributable to Realogy Group
(a)                                    $      (188)         $          (30) 

$ (158) $ (476) $ (634) Income tax (benefit) expense

                   (22)                      1                 (23)              (121)                 (144)
Loss before income taxes                      (210)                    (29)               (181)              (597)                 (778)
Depreciation and amortization                  169                      84                  85                 91                   176
Interest expense, net                          249                     143                 106                160                   266
Restructuring costs, net                        42                      18                  24                 25                    49
Impairments                                    249                       3                 246                454                   700
Former parent legacy cost, net                   1                       -                   1                  -                     1
(Gain) loss on the early
extinguishment of debt                          (5)                      5                 (10)                 8                    (2)
Income statement impact of
discontinued operations                         95                      17                  78                 66                   144
Operating EBITDA including
discontinued operations (b)                    590                     241                 349                207                   556
Bank covenant adjustments:
Operating EBITDA for discontinued operations (c)                                                                                                        

(22)


Pro forma effect of business optimization initiatives (d)                                                                                                         44
Non-cash charges (e)                                                                                                                                              29
Pro forma effect of acquisitions and new franchisees (f)                                                                                                           6
Costs expensed related to the disposition                                                                                                                          3
EBITDA as defined by the Senior Secured Credit Agreement                                                                                                     $   616
Total senior secured net debt (g)                                                                                                                            $ 2,026
Senior secured leverage ratio                                                                                                                                   3.29  x


_______________
(a)Net loss attributable to Realogy consists of: (i) loss of $113 million for
the third quarter of 2019, (ii) loss of $45 million for the fourth quarter of
2019, (iii) loss of $462 million for the first quarter of 2020 and (iv) loss of
$14 million for the second quarter of 2020.
(b)Consists of Operating EBITDA including discontinued operations of: (i) $223
million for the third quarter of 2019, (ii) $126 million for the fourth quarter
of 2019, (iii) $32 million for the first quarter of 2020 and (iv) $175 million
for the second quarter of 2020.
(c)Represents the Operating EBITDA for Cartus Relocation. If the Operating
EBITDA of Cartus Relocation were to be included in EBITDA as defined by the
Senior Secured Credit Agreement, the Senior Secured Leverage Ratio would improve
to 3.18x from 3.29x.
(d)Represents the four-quarter pro forma effect of business optimization
initiatives.
(e)Represents the elimination of non-cash expenses including $24 million of
stock-based compensation expense and $5 million for the change in the allowance
for doubtful accounts and notes reserves for the four-quarter period ended
June 30, 2020.
(f)Represents the estimated impact of acquisitions and franchise sales activity,
net of brokerages that exited our franchise system as if these changes had
occurred on July 1, 2019. Franchisee sales activity is comprised of new
franchise agreements as well as growth through acquisitions and independent
sales agent recruitment by existing franchisees with our assistance. We have
made a number of assumptions in calculating such estimates and there can be no
assurance that we would have generated the projected levels of Operating EBITDA
had we owned the acquired entities or entered into the franchise contracts as of
July 1, 2019.
(g)Represents total borrowings under the Senior Secured Credit Facility
(including the Revolving Credit Facility and Term Loan B Facility) and Term Loan
A Facility and borrowings secured by a first priority lien on our assets of
$2,571 million plus $34 million of finance lease obligations less $579 million
of readily available cash as of June 30, 2020. Pursuant to the terms of our
senior secured credit facilities, total senior secured net debt does not include
our securitization obligations, 7.625% Senior Secured Second Lien Notes or
unsecured indebtedness, including the Unsecured Notes.

                                       60
--------------------------------------------------------------------------------
  Table of     Contents
Consolidated Leverage Ratio applicable to our 9.375% Senior Notes and 7.625%
Senior Secured Second Lien Notes
The consolidated leverage ratio is measured by dividing Realogy Group's total
net debt by the trailing four quarter EBITDA. EBITDA, as defined in the
indentures governing the 9.375% Senior Notes and 7.625% Senior Secured Second
Lien Notes, is substantially similar to EBITDA calculated on a Pro Forma Basis,
as those terms are defined in the Senior Secured Credit Agreement. Net debt
under the indenture is Realogy Group's total indebtedness (excluding
securitizations) less (i) its cash and cash equivalents in excess of restricted
cash and (ii) a $200 million seasonality adjustment permitted when measuring the
ratio on a date during the period of March 1 to May 31.
The consolidated leverage ratio under the indentures governing the 9.375% Senior
Notes and 7.625% Senior Secured Second Lien Notes for the four-quarter period
ended June 30, 2020 is set forth in the following table:
                                                                                  As of June 30, 2020
Revolver                                                                         $              815
Term Loan A                                                                                     703
Term Loan B                                                                                   1,053
7.625% Senior Secured Second Lien Notes                                                         550
4.875% Senior Notes                                                                             407
9.375% Senior Notes                                                                             550
Finance lease obligations                                                                        34
Corporate Debt (excluding securitizations)                                                    4,112
Less: Cash and cash equivalents                                                                 686

Net debt under the indenture governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes

                                                 $            3,426

EBITDA as defined under the indenture governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes (a)

                                  $              616

Consolidated leverage ratio under the indenture governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes

                                        5.6  x


_______________


(a)As set forth in the immediately preceding table, for the four-quarter period
ended June 30, 2020, EBITDA, as defined under the indentures governing the
9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes, was the same as
EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior
Secured Credit Agreement.
See Note 5, "Short and Long-Term Debt-Senior Secured Credit Facility", "-Term
Loan A Facility", "-Unsecured Notes" and "- Senior Secured Second Lien Notes",
to the Condensed Consolidated Financial Statements for additional information.
At June 30, 2020 the amount of the Company's cumulative credit under the 9.375%
Senior Notes and 7.625% Senior Secured Second Lien Notes was approximately $129
million. Under the terms of the indentures governing the 9.375% Senior Notes and
7.625% Senior Secured Second Lien Notes, the Company may utilize its cumulative
credit to make restricted payments when the Company's consolidated leverage
ratio is less than 4.00 to 1.00, provided that any such restricted payments will
reduce the amount of cumulative credit available for future restricted payments.
The Company made approximately $21 million in dividend payments in 2019 after
the issuance of the 9.375% Senior Notes (but prior to the issuance of the 7.625%
Senior Secured Second Lien Notes) and accordingly at June 30, 2020, the
cumulative credit basket available for restricted payments was approximately
$108 million under the indenture governing the 9.375% Senior Notes and
approximately $129 million under the indenture governing 7.625% Senior Secured
Second Lien Notes. However, neither of these baskets may generally be utilized
until the Company's consolidated leverage ratio is less than 4.0 to 1.0. In any
event, during the covenant period under the Amendments to the Senior Secured
Credit Facility and Term Loan A Facility, the Company is generally restricted
from making restricted payments.
Non-GAAP Financial Measures
The SEC has adopted rules to regulate the use in filings with the SEC and in
public disclosures of "non-GAAP financial measures," such as Operating EBITDA.
These measures are derived on the basis of methodologies other than in
accordance with GAAP.
Operating EBITDA is defined by us as net income (loss) before depreciation and
amortization, interest expense, net, income taxes, and other items that are not
core to the operating activities of the Company such as restructuring charges,

                                       61
--------------------------------------------------------------------------------
  Table of     Contents
former parent legacy items, gains or losses on the early extinguishment of debt,
impairments, gains or losses on discontinued operations and gains or losses on
the sale of investments or other assets. Operating EBITDA is our primary
non-GAAP measure.
We present Operating EBITDA because we believe it is useful as a supplemental
measure in evaluating the performance of our operating businesses and provides
greater transparency into our results of operations. Our management, including
our chief operating decision maker, uses Operating EBITDA as a factor in
evaluating the performance of our business. Operating EBITDA should not be
considered in isolation or as a substitute for net income or other statement of
operations data prepared in accordance with GAAP.
We believe Operating EBITDA facilitates company-to-company operating performance
comparisons by backing out potential differences caused by variations in capital
structures (affecting net interest expense), taxation, the age and book
depreciation of facilities (affecting relative depreciation expense) and the
amortization of intangibles, as well as other items that are not core to the
operating activities of the Company such as restructuring charges, gains or
losses on the early extinguishment of debt, former parent legacy items,
impairments, gains or losses on discontinued operations and gains or losses on
the sale of investments or other assets, which may vary for different companies
for reasons unrelated to operating performance. We further believe that
Operating EBITDA is frequently used by securities analysts, investors and other
interested parties in their evaluation of companies, many of which present an
Operating EBITDA measure when reporting their results.
Operating EBITDA has limitations as an analytical tool, and you should not
consider Operating EBITDA either in isolation or as a substitute for analyzing
our results as reported under GAAP. Some of these limitations are:
•this measure does not reflect changes in, or cash required for, our working
capital needs;
•this measure does not reflect our interest expense (except for interest related
to our securitization obligations), or the cash requirements necessary to
service interest or principal payments on our debt;
•this measure does not reflect our income tax expense or the cash requirements
to pay our taxes;
•this measure does not reflect historical cash expenditures or future
requirements for capital expenditures or contractual commitments;
•although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often require replacement in the future, and this
measure does not reflect any cash requirements for such replacements; and
•other companies may calculate this measure differently so they may not be
comparable.
Operating EBITDA including discontinued operations includes Operating EBITDA, as
defined above plus the Operating EBITDA contribution from discontinued
operations on the same basis.
Contractual Obligations
Other than the Company's debt transactions which occurred during the second
quarter of 2020, resulting in the issuance of $550 million of 7.625% Senior
Secured Second Lien Notes due 2025 and the redemption of $550 million of 5.25%
Senior Notes due 2021, and the Company's draw on the Revolving Credit Facility
during the first quarter of 2020 as described in Note 5, "Short and Long-Term
Debt", included elsewhere in this Quarterly Report, the Company's future
contractual obligations as of June 30, 2020 have not changed materially from the
amounts reported in our 2019 Form 10-K.
Critical Accounting Policies
In presenting our financial statements in conformity with generally accepted
accounting principles, we are required to make estimates and assumptions that
affect the amounts reported therein. Several of the estimates and assumptions we
are required to make relate to matters that are inherently uncertain as they
pertain to future events. However, events that are outside of our control cannot
be predicted and, as such, they cannot be contemplated in evaluating such
estimates and assumptions. If there is a significant unfavorable change to
current conditions, it could result in a material adverse impact to our combined
results of operations, financial position and liquidity. We believe that the
estimates and assumptions we used when preparing our financial statements were
the most appropriate at that time.
These Condensed Consolidated Financial Statements should be read in conjunction
with the Consolidated Financial Statements included in the Annual Report on Form
10-K for the year ended December 31, 2019, which includes a

                                       62
--------------------------------------------------------------------------------
  Table of     Contents
description of our critical accounting policies that involve subjective and
complex judgments that could potentially affect reported results.
Impairment of goodwill and other indefinite-lived intangible assets
See Note 3, "Goodwill and Intangible Assets", to the Condensed Consolidated
Financial Statements for a discussion on impairment of goodwill and other
indefinite-lived intangible assets.
Recently Issued Accounting Pronouncements
See Note 1, "Basis of Presentation", to the Condensed Consolidated Financial
Statements for a discussion of recently issued accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
We are exposed to market risk from changes in interest rates primarily through
our senior secured debt. At June 30, 2020, our primary interest rate exposure
was to interest rate fluctuations, specifically LIBOR, due to its impact on our
variable rate borrowings of our Revolving Credit Facility and Term Loan B under
the Senior Secured Credit Facility and the Term Loan A Facility. Given that our
borrowings under the Senior Secured Credit Facility and Term Loan A Facility are
generally based upon LIBOR, this rate (or any replacement rate) will be the
Company's primary market risk exposure for the foreseeable future. We do not
have significant exposure to foreign currency risk nor do we expect to have
significant exposure to foreign currency risk in the foreseeable future.
We assess our market risk based on changes in interest rates utilizing a
sensitivity analysis. The sensitivity analysis measures the potential impact on
earnings, fair values and cash flows based on a hypothetical change (increase
and decrease) in interest rates.
At June 30, 2020, we had variable interest rate long-term debt outstanding under
our Senior Secured Credit Facility and Term Loan A Facility of $2,571 million.
 The weighted average interest rate on the outstanding amounts under our Senior
Secured Credit Facility and Term Loan A Facility at June 30, 2020 was 2.65%. The
interest rate with respect to the Term Loan B is based on adjusted LIBOR plus
2.25% (with a LIBOR floor of 0.75%). The interest rates with respect to the
Revolving Credit Facility and term loans under the Term Loan A Facility are
based on adjusted LIBOR plus an additional margin subject to adjustment based on
the current senior secured leverage ratio. Based on the June 30, 2020 senior
secured leverage ratio, the LIBOR margin was 2.25%. At June 30, 2020, the
one-month LIBOR rate was 0.16%; therefore, we have estimated that a 0.25%
increase in LIBOR would have a $4 million impact on our annual interest expense.
As of June 30, 2020, we had interest rate swaps with a notional value of $1,600
million to manage a portion of our exposure to changes in interest rates
associated with our $2,571 million of variable rate borrowings. Our interest
rate swaps were as follows:
  Notional Value (in millions)       Commencement Date          Expiration Date
              $600                      August 2015               August 2020     (a)
              $450                     November 2017             November 2022
              $400                      August 2020       (a)     August 2025
              $150                     November 2022             November 2027


_______________
(a)Interest rate swaps with a notional value of $600 million expire on August 7,
2020, and interest rate swaps with a notional value of $400 million commence on
August 14, 2020.
The swaps help protect our outstanding variable rate borrowings from future
interest rate volatility. The fixed interest rates on the swaps range from 2.07%
to 3.11%. The Company had a liability of $99 million for the fair value of the
interest rate swaps at June 30, 2020. The fair value of these interest rate
swaps is subject to movements in LIBOR and will fluctuate in future periods. We
have estimated that a 0.25% increase in the LIBOR yield curve would increase the
fair value of our interest rate swaps by $10 million and would decrease interest
expense. While these results may be used as a benchmark, they should not be
viewed as a forecast of future results.

                                       63

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

Table of Contents

© Edgar Online, source Glimpses