rlgy-20200507
false0001398987000135500100013989872020-05-072020-05-070001398987rlgy:RealogyGroupLLCMember2020-05-072020-05-0700013989872020-02-252020-02-250001398987rlgy:RealogyGroupLLCMember2020-02-252020-02-25

______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________
FORM 8-K
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 7, 2020 (May 6, 2020)
_______________________________
Realogy Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-35674
20-8050955
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
_______________________________
Realogy Group LLC
(Exact Name of Registrant as Specified in its Charter)
Delaware
333-148153
20-4381990
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
_______________________________
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrant’s telephone number, including area code)
None
(Former name or former address if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Realogy Holdings Corp.
Common Stock, par value $0.01 per share
RLGY
New York Stock Exchange
Realogy Group LLC
None
None
None
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
______________________________________________________________________________________________________




Item 2.02.Results of Operations and Financial Condition.
On May 7, 2020, the Registrants announced their financial results for the quarter ended March 31, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the 2020 Annual Meeting of Realogy Holdings Corp. ("Realogy Holdings" or the "Company") held on May 6, 2020, the following matters were submitted to a vote of stockholders of Realogy Holdings and the voting results were as follows:
1.Election of Directors: The ten nominees named in the 2020 Proxy Statement were elected to serve a one-year term expiring at the 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified, based upon the following votes:
Director Nominee
Votes For
Votes Against
AbstainBroker Non-Votes
Fiona P. Dias
77,700,4682,362,94912,786,77311,438,863
Matthew J. Espe
77,702,2732,348,97212,798,94511,438,863
V. Ann Hailey
78,243,3091,810,53012,796,35111,438,863
Bryson R. Koehler
78,974,7061,063,82312,811,66111,438,863
Duncan L. Niederauer
76,949,0453,101,76112,799,38411,438,863
Ryan M. Schneider
78,996,7071,055,50612,797,97711,438,863
Enrique Silva
78,975,7271,063,43912,811,02411,438,863
Sherry M. Smith
78,805,9051,248,36812,795,91711,438,863
Christopher S. Terrill
78,987,5611,072,78912,789,84011,438,863
Michael J. Williams
77,715,2822,335,17412,799,73411,438,863
2. Advisory Vote of the Compensation of our Named Executive Officers: The proposal to approve, on an advisory basis, the compensation of the named executive officers of Realogy Holdings, as described in the 2020 Proxy Statement, was approved by the following votes:
Votes For
Votes Against
AbstainBroker Non-Votes
70,295,0969,082,48013,472,61311,438,863
3. Ratification of Appointment of Independent Registered Accounting Firm: The appointment of PricewaterhouseCoopers LLP to serve as Realogy Holdings' independent registered accounting firm for fiscal year 2020 was ratified as follows:
Votes For
Votes Against
Abstain
89,960,0271,545,33812,783,688

Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.
Description
99.1Press Release dated May 7, 2020.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REALOGY HOLDINGS CORP.
By:/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer
Date: May 7, 2020


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REALOGY GROUP LLC
By:/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer
Date: May 7, 2020





EXHIBIT INDEX
Exhibit No.
Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



Document
Exhibit 99.1


https://cdn.kscope.io/34a623cc37d76f5ef72da5c5b52a1fcc-image11.jpg
REALOGY REPORTS FIRST QUARTER
2020 FINANCIAL RESULTS


MADISON, N.J. (May 7, 2020) - Realogy Holdings Corp. (NYSE: RLGY), the largest full-service residential real estate services company in the United States, today reported financial results for the first quarter ended March 31, 2020.
"The first quarter marked strong results delivery for Realogy with 8% transaction volume growth and a $35 million increase in Operating EBITDA," said Ryan Schneider, Realogy's chief executive officer and president. "In this COVID crisis, Realogy's first priority is the health, safety, and well-being of our employees, affiliated agents, franchise owners, and customers. I am very excited by the creativity our affiliated agents and employees are demonstrating to help customers safely buy and sell homes and by the corporate actions we are taking to position Realogy to navigate this crisis and emerge strong on the other side."

“Realogy delivered on its operational and financial momentum in the first quarter with top line growth and margin expansion across the enterprise,” said Charlotte Simonelli, Realogy's executive vice president, chief financial officer and treasurer. “Our ongoing strategic execution, rigorous cost management, liquidity, and capital allocation decisions are designed to enable us to manage the challenges of the COVID-19 pandemic.”


First Quarter 2020 Highlights
Generated Revenue of $1.1 billion, an increase of 6% or $62 million year-over-year.
Reported a Net loss of $462 million driven primarily by a $447 million impairment charge related to broad based declines in the overall market due to COVID-19 and a $38 million net increase in interest expense due to the mark-to-market adjustments on interest rate swaps.
Generated Operating EBITDA of $37 million, an increase of $35 million year over year (See Table 4).
Achieved Operating EBITDA margin expansion of 300 basis points year-over-year driven by cost savings hitting the bottom line.
Delivered 8% transaction volume growth across both our owned and franchise businesses.
Grew agents 4% year-over-year at Realogy Brokerage Group along with improved retention.
Delivered a significant quarter at Realogy Title Group driven in part by an increase in refinance volumes versus prior year. The GRA mortgage JV continued to contribute meaningfully to our business results, generating $9 million in Operating EBITDA this quarter.
Generated Free Cash Flow from continuing operations of negative $112 million vs. negative $115 million last year (See Table 6).

First Quarter 2020 Financial Highlights
The following tables sets forth Realogy’s financial highlights for the periods presented (in millions, except per share data) (unaudited):


Exhibit 99.1

Three Months Ended March 31,
20202019 Change% Change
Revenue$1,116  $1,054  $62  %
Operating EBITDA 1
37   35  *
Operating EBITDA including discontinued operations 1
32  (4) 36  *
Net loss attributable to Realogy(462) (99) (363) (367) 
Adjusted net loss 2
(63) (64)   
Basic loss per share(4.03) (0.87) (3.16) (363) 
Adjusted loss per share 2
(0.55) (0.56) 0.01   
Free Cash Flow 3
(112) (115)   
Free Cash Flow including discontinued operations 3
(155) (172) 17  10  
Net cash used in operating activities$(82) $(103) $21  20 %
Select Key Drivers
Realogy Franchise Group 4 5
Closed homesale sides 203,188  202,662  — %
Average homesale price$322,465  $298,361  %
Realogy Brokerage Group 5
Closed homesale sides62,541  60,442  %
Average homesale price$533,813  $511,922  %
Realogy Title Group
Purchase title and closing units28,724  28,044  %
Refinance title and closing units8,899  4,011  122 %
_______________
Footnotes:
* not meaningful
1 See Table 4. Operating EBITDA is defined 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. Operating EBITDA including discontinued operations is defined as Operating EBITDA, as defined above plus the Operating EBITDA contribution from discontinued operations on the same basis.
2 See Table 1a. Adjusted Net Income (loss) is defined as net income (loss) before mark-to-market interest rate swap adjustments, former parent legacy items, restructuring charges, (gain) loss on the early extinguishment of debt, impairments, the tax effect of the foregoing adjustments and net income (loss) from discontinued operations. Adjusted loss per share is Adjusted net loss divided by the weighted average common and common equivalent shares outstanding.
3 See Table 6. Free Cash Flow is defined as net income (loss) attributable to Realogy before income tax expense (benefit), net of payments, net interest expense, cash interest payments, depreciation and amortization, capital expenditures, restructuring costs and former parent legacy costs (benefits), net of payments, impairments, (gain) loss on the early extinguishment of debt and working capital adjustments. Free Cash Flow including discontinued operations is defined as Free Cash Flow, as defined above plus the Free Cash Flow contribution from discontinued operations on the same basis.
4 Includes all franchisees except for Realogy Brokerage Group.
5 The Company's combined homesale transaction volume growth (transaction sides multiplied by average sale price) increased 8% compared with the first quarter of 2019.
Balance Sheet and Capital Allocation
The Company ended the quarter with cash and cash equivalents of $628 million. Total corporate debt, including the short-term portion, net of cash and cash equivalents (net corporate debt), totaled $3.4 billion at March 31, 2020. The Company's Net Debt Leverage Ratio was 5.2 times at March 31, 2020. The Net Debt Leverage Ratio is net corporate debt divided by EBITDA, as defined by the Senior Secured Credit Facility, for the four-quarter period ended March 31, 2020. Earnings from Cartus Relocation Services are included in discontinued operations and have been excluded from EBITDA, as defined by the Senior Secured Credit Facility.


Exhibit 99.1

Cartus Relocation Services remained in discontinued operations for the first quarter of 2020 in accordance with GAAP notwithstanding our initiation of litigation on April 27, 2020 related to the sale of this business. In the first quarter of 2020, we consolidated Realogy Leads Group into Realogy Franchise Group. Based upon developments in our litigation related to the sale of Cartus Relocation Services, the Company may reassess segment classification in future periods.
The Company expects to prioritize investing in its business and reducing leverage over other potential uses of cash.
A consolidated balance sheet is included as Table 2 of this press release.
Investor Conference Call
Today, May 7, at 8:30 a.m. (ET), Realogy will hold a conference call via webcast to review its Q1 2020 results and provide a business update. The webcast will be hosted by Ryan Schneider, chief executive officer and president, and Charlotte Simonelli, chief financial officer, and will conclude with an investor Q&A period with management.
Investors may access the conference call live via webcast at ir.realogy.com or by dialing (888) 895-3527 (toll free); international participants should dial (706) 679-2250. Please dial in at least 5 to 10 minutes prior to start time. A webcast replay also will be available on the website.
About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is the leading and most integrated provider of U.S. residential real estate services, encompassing franchise, brokerage, and title and settlement businesses as well as a mortgage joint venture. Realogy's diverse brand portfolio includes some of the most recognized names in real estate: Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, and Sotheby's International Realty®. Using innovative technology, data and marketing products, best-in-class learning and support services, and high-quality lead generation programs, Realogy fuels the productivity of independent sales agents, helping them build stronger businesses and best serve today’s consumers. Realogy's affiliated brokerages operate around the world with approximately 188,900 independent sales agents in the United States and more than 122,400 independent sales agents in 113 other countries and territories. Recognized for nine consecutive years as one of the World’s Most Ethical Companies, Realogy has also been designated a Great Place to Work and one of Forbes’ Best Employers for Diversity. Realogy is headquartered in Madison, New Jersey.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Holdings Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "potential" and "plans" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.
The following include some, but not all, of the factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the coronavirus disease (COVID-19) pandemic: the extent, duration and severity of the spread of the COVID-19 pandemic and economic consequences stemming from the COVID-19 crisis (including a potential significant economic contraction) as well as related risks and the impact of any of the foregoing on our business, results of operations and liquidity; adverse developments or the absence of sustained improvement in general business, economic or political conditions or the U.S. residential real estate markets, either regionally or nationally, including but not limited to a decline in consumer confidence or spending, weak capital and financial markets and/or the instability of financial institutions, increased levels of unemployment and/or declining wages or stagnant wage growth in the U.S., an increase in potential homebuyers with low credit ratings or inability to afford down payments, constraints on the availability of mortgage financing, an increase in foreclosure activity, decline or a


Exhibit 99.1

lack of improvement in the number of homesales, insufficient home inventory levels by market and price point, stagnant or declining home prices or a reduction in the affordability of housing, a lack of improvement or deceleration in the building of new housing, the potential negative impact of certain provisions of the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act") on home values over time in states with high property, sales and state and local income taxes or on homeownership rates, and/or the impact of recessions, slow economic growth, or a deterioration in other economic factors (including potential consumer, business or governmental defaults due to the COVID-19 crisis) that particularly impact the residential real estate market and the business segments in which we operate whether broadly or by geography and price segments; risks related to our ability to comply with the senior secured leverage ratio covenant under our Senior Secured Credit Facility (including the Revolving Credit Facility) and Term Loan A Facility; risks associated with our substantial indebtedness and interest obligations and restrictions contained in our debt agreements, including risks relating to our ability to generate sufficient cash flows to service our debt (in particular if the COVID-19 crisis continues for a prolonged period) and having to dedicate a significant portion of our cash flows from operations to service our debt and risks relating to our ability to refinance or repay our indebtedness or incur additional indebtedness; risks related to disruptions in the securitization markets, including in connection with the COVID-19 crisis; the impact of increased competition in the industry for clients, for the affiliation of independent sales agents and for the affiliation of franchisees on our results of operations and market share; the impact of disruption in the residential real estate brokerage industry, and on our results of operations and financial condition, as a result of listing aggregator concentration and market power; continuing pressure on the share of gross commission income paid by our company owned brokerages and affiliated franchisees to affiliated independent sales agents and sales agent teams; our inability to develop products, technology and programs (including our company-directed affinity programs) that supports our business strategy; our geographic and high-end market concentration; our inability to enter into franchise agreements with new franchisees or renew existing franchise agreements without reducing contractual royalty rates or increasing the amount and prevalence of sales incentives; the lack of revenue growth or declining profitability of our franchisees and company owned brokerage operations or declines in other revenue streams, such as third-party listing fees;increases in uncollectible accounts receivable and note reserves as a result of the adverse financial effects of the COVID-19 crisis on our franchisees and relocation clients; the potential impact of negative industry or business trends (including further declines in our market capitalization) on our valuation of goodwill and intangibles; the extent of the negative impact of the discontinuation of the USAA affinity program on our revenues and profits derived from affinity program referrals (including downstream revenue); the loss of our next largest affinity client or multiple significant relocation clients; risks related to our ongoing litigation with Madison Dearborn Partners, LLC and SIRVA Worldwide, Inc. regarding the planned sale of Cartus Relocation Services, including that such transaction will not close; changes in corporate relocation practices resulting in fewer employee relocations, reduced relocation benefits and/or increasing competition in corporate relocation; an increase in the experienced claims losses of our title underwriter; our failure or alleged failure to comply with laws, regulations and regulatory interpretations and any changes or stricter interpretations of any of the foregoing (whether through private litigation or governmental action), including but not limited to (i) state or federal employment laws or regulations that would require reclassification of independent contractor sales agents to employee status, (ii) privacy or data security laws and regulations, (iii) the Real Estate Settlement Procedures Act (RESPA) or other federal or state consumer protection or similar laws and (iv) antitrust laws and regulations; risks related to the impact on our operations and financial results that may be caused by any future meaningful changes in industry operations or structure as a result of governmental pressures, the actions of certain competitors, the introduction or growth of certain competitive models, changes to the rules of the multiple listing services, or otherwise; and risks and growing costs related to both cybersecurity threats to our data and customer, franchisee, employee and independent sales agent data, as well as those related to our compliance with the growing number of laws, regulations and other requirements related to the protection of personal information.
Consideration should be given to the areas of risk described above, as well as those risks set forth under the headings "Forward-Looking Statements" and "Risk Factors" in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and our Annual Report on Form 10-K for the year ended December 31, 2019, and our other filings made from time to time, in connection with considering any forward-looking statements that may be made by us and our businesses generally. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events except as required by law.


Exhibit 99.1

Non-GAAP Financial Measures
This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, important information regarding such measures is contained in the Tables attached to this release. See Tables 1a, 7a and 8 for definitions of these non-GAAP financial measures and Tables 1a, 4, 5a, 5b, 6, 7a and 7b for reconciliations of the historical non-GAAP financial measures to their most comparable GAAP terms.
Investor Contacts:Media Contacts:
Alicia SwiftTrey Sarten
(973) 407-4669(973) 407-2162
alicia.swift@realogy.comtrey.sarten@realogy.com
Danielle Kloeblen
(973) 407-2148
danielle.kloeblen@realogy.com



Realogy Reports Financial Results for First Quarter 2020      6


Table 1

REALOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
 Three Months Ended
March 31,
 20202019
Revenues
Gross commission income$850  $799  
Service revenue151  129  
Franchise fees71  70  
Other44  56  
Net revenues1,116  1,054  
Expenses
Commission and other agent-related costs630  575  
Operating325  330  
Marketing59  68  
General and administrative74  80  
Restructuring costs, net11   
Impairments447   
Depreciation and amortization45  41  
Interest expense, net101  63  
Loss on the early extinguishment of debt—   
Total expenses1,692  1,172  
Loss from continuing operations before income taxes, equity in earnings and noncontrolling interests
(576) (118) 
Income tax benefit from continuing operations(132) (32) 
Equity in earnings of unconsolidated entities(9) (1) 
Net loss from continuing operations(435) (85) 
Loss from discontinued operations, net of tax(5) (14) 
Estimated loss on the sale of discontinued operations, net of tax(22) —  
Net loss from discontinued operations(27) (14) 
Net loss(462) (99) 
Less: Net income attributable to noncontrolling interests—  —  
Net loss attributable to Realogy Holdings$(462) $(99) 
Basic loss per share attributable to Realogy Holdings shareholders:
Basic loss per share from continuing operations$(3.79) $(0.75) 
Basic loss per share from discontinued operations(0.24) (0.12) 
Basic loss per share$(4.03) $(0.87) 
Diluted loss per share attributable to Realogy Holdings shareholders:
Diluted loss per share from continuing operations$(3.79) $(0.75) 
Diluted loss per share from discontinued operations(0.24) (0.12) 
Diluted loss per share$(4.03) $(0.87) 
Weighted average common and common equivalent shares of Realogy Holdings outstanding:
Basic114.7  114.0  
Diluted114.7  114.0  



Realogy Reports Financial Results for First Quarter 2020      7

Table 1a
REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION
ADJUSTED NET LOSS AND ADJUSTED LOSS PER SHARE
(In millions, except per share data)
We present Adjusted net loss and Adjusted loss per share because we believe these measures are useful as supplemental measures in evaluating the performance of our operating businesses and provides greater transparency into our operating results.
Adjusted net income (loss) is defined by us as net income (loss) before: (a) mark-to-market interest rate swap adjustments, whose fair value is subject to movements in LIBOR and the forward yield curve and therefore are subject to significant fluctuations; (b) former parent legacy items, which pertain to liabilities of the former parent for matters prior to mid-2006 and are non-operational in nature; (c) restructuring charges as a result of initiatives currently in progress; (d) the (gain) loss on the early extinguishment of debt that results from refinancing and deleveraging debt initiatives; (e) impairments; (f) the tax effect of the foregoing adjustments and (g) net loss from discontinued operations. The gross amounts for these items as well as the adjustment for income taxes are shown in the table below.
Adjusted loss per share is Adjusted net loss divided by the weighted average common and common equivalent shares outstanding.
Set forth in the table below is a reconciliation of Net loss to Adjusted net loss for the three-month periods ended March 31, 2020 and 2019:
 Three Months Ended March 31,
20202019
Net loss attributable to Realogy Holdings$(462) $(99) 
Addback:  
Mark-to-market interest rate swap losses  51  14  
Restructuring costs, net  11   
Impairments (a) 447   
Loss on the early extinguishment of debt  —   
Adjustments for tax effect (b) (137) (8) 
Net loss from discontinued operations  27  14  
Adjusted net loss attributable to Realogy Holdings$(63) $(64) 
Loss per share attributable to Realogy Holdings:
Basic loss per share:$(4.03) $(0.87) 
Diluted loss per share:$(4.03) $(0.87) 
Adjusted loss per share attributable to Realogy Holdings:
Adjusted basic loss per share:$(0.55) $(0.56) 
Adjusted diluted loss per share:$(0.55) $(0.56) 
Weighted average common and common equivalent shares outstanding:
Basic:  114.7  114.0  
Diluted:  114.7  114.0  
_______________
(a)Impairments for the three months ended March 31, 2020 include primarily 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 and an impairment charge of $30 million which reduced the carrying value of trademarks at Realogy Franchise Group.
(b)Reflects tax effect of adjustments at the Company's blended state and federal statutory rate.


Realogy Reports Financial Results for First Quarter 2020      8

Table 2
REALOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
March 31,
2020
December 31,
2019
ASSETS
Current assets:
Cash and cash equivalents$628  $235  
Trade receivables (net of allowance for doubtful accounts of $13 and $11)102  79  
Other current assets167  147  
Current assets - held for sale683  750  
Total current assets1,580  1,211  
Property and equipment, net304  308  
Operating lease assets, net501  515  
Goodwill2,887  3,300  
Trademarks643  673  
Franchise agreements, net1,143  1,160  
Other intangibles, net71  72  
Other non-current assets332  304  
Total assets$7,461  $7,543  
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$70  $84  
Current portion of long-term debt803  234  
Current portion of operating lease liabilities119  122  
Accrued expenses and other current liabilities353  350  
Current liabilities - held for sale295  356  
Total current liabilities1,640  1,146  
Long-term debt3,200  3,211  
Long-term operating lease liabilities457  467  
Deferred income taxes253  390  
Other non-current liabilities277  233  
Total liabilities5,827  5,447  
Commitments and contingencies
Equity:
Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at March 31, 2020 and December 31, 2019—  —  
Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 115,285,528 shares issued and outstanding at March 31, 2020 and 114,355,519 shares issued and outstanding at December 31, 2019  
Additional paid-in capital4,844  4,842  
Accumulated deficit(3,157) (2,695) 
Accumulated other comprehensive loss(57) (56) 
Total stockholders' equity1,631  2,092  
Noncontrolling interests  
Total equity1,634  2,096  
Total liabilities and equity$7,461  $7,543  



Realogy Reports Financial Results for First Quarter 2020      9

Table 3a

REALOGY HOLDINGS CORP.
2020 vs. 2019 KEY DRIVERS
Three Months Ended March 31,
20202019% Change
Realogy Franchise Group (a)
Closed homesale sides 203,188  202,662  — %
Average homesale price$322,465  $298,361  %
Average homesale broker commission rate2.47 %2.48 %(1) bps
Net royalty per side$316  $303  %
Realogy Brokerage Group
Closed homesale sides62,541  60,442  %
Average homesale price$533,813  $511,922  %
Average homesale broker commission rate2.41 %2.41 %—  bps
Gross commission income per side$13,597  $13,212  %
Realogy Title Group
Purchase title and closing units28,724  28,044  %
Refinance title and closing units8,899  4,011  122 %
Average fee per closing unit$2,269  $2,267  — %
_______________
(a)Includes all franchisees except for Realogy Brokerage Group.



Realogy Reports Financial Results for First Quarter 2020      10

Table 3b

REALOGY HOLDINGS CORP.
2019 KEY DRIVERS
Quarter EndedYear Ended
March 31,
2019
June 30,
2019
September 30,
2019
December 31,
2019
December 31,
2019
Realogy Franchise Group (a)
Closed homesale sides 202,662  301,377  299,937  257,524  1,061,500  
Average homesale price$298,361  $318,799  $314,984  $322,713  $314,769  
Average homesale broker commission rate2.48 %2.47 %2.47 %2.46 %2.47 %
Net royalty per side$303  $331  $329  $338  $327  
Realogy Brokerage Group
Closed homesale sides 60,442  95,251  92,399  77,560  325,652  
Average homesale price $511,922  $540,725  $509,425  $523,024  $522,282  
Average homesale broker commission rate2.41 %2.41 %2.41 %2.39 %2.41 %
Gross commission income per side$13,212  $13,758  $13,000  $13,147  $13,296  
Realogy Title Group
Purchase title and closing units28,044  42,202  41,619  34,345  146,210  
Refinance title and closing units4,011  5,270  8,014  9,294  26,589  
Average fee per closing unit$2,267  $2,356  $2,288  $2,267  $2,297  
_______________
(a)Includes all franchisees except for Realogy Brokerage Group.


Realogy Reports Financial Results for First Quarter 2020      11

Table 4
REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION - OPERATING EBITDA AND
OPERATING EBITDA INCLUDING DISCONTINUED OPERATIONS
THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(In millions)
Set forth in the tables below is a reconciliation of Net loss to Operating EBITDA and Operating EBITDA including discontinued operations for the three-month periods ended March 31, 2020 and 2019:
Three Months Ended March 31,
20202019
Net loss attributable to Realogy Holdings$(462) $(99) 
Less: Net loss from discontinued operations(27) (14) 
Add: Income tax benefit from continuing operations(132) (32) 
Loss from continuing operations before income taxes(567) (117) 
Add: Depreciation and amortization45  41  
Interest expense, net101  63  
Restructuring costs, net (a)11   
Impairments (b)447   
Loss on the early extinguishment of debt (c)—   
Operating EBITDA37   
Contribution from discontinued operations(5) (6) 
Operating EBITDA including discontinued operations$32  $(4) 
The following table reflects Revenue, Operating EBITDA and Operating EBITDA margin by reportable segments:
 Revenues (d)$ Change%
Change
Operating EBITDA$ Change% ChangeOperating EBITDA MarginChange
 202020192020201920202019
Realogy Franchise Group$168  $179  $(11) (6)%$101  $98  $ %60 %55 % 
Realogy Brokerage Group869  816  53   (51) (62) 11  18  (6) (8)  
Realogy Title Group137  114  23  20  12  (9) 21  233 (8) 17  
Corporate and Other(58) (55) (3) *(25) (25) —  *
Total$1,116  $1,054  $62  %$37  $ $35  1,750 %%— % 
Contribution from discontinued operations(5) (6) 
Total including discontinued operations$32  $(4) 
The following table reflects Realogy Franchise and Brokerage Groups' results before the intercompany royalties and marketing fees, as well as on a combined basis to show the Operating EBITDA contribution of these business units to the overall Operating EBITDA of the Company:
 Revenues$
Change
%
Change
Operating EBITDA$
Change
%
Change
Operating EBITDA MarginChange
 202020192020201920202019
Realogy Franchise Group (e)$110  $124  $(14) (11)%$43  $43  $—  — %39 %35 % 
Realogy Brokerage Group (e)869  816  53    (7) 14  200   (1)  
Realogy Franchise and Brokerage Groups Combined$979  $940  $39  %$50  $36  $14  39 %%% 
_______________
 
 
* not meaningful.
(a)Restructuring charges incurred for the three months ended March 31, 2020 include $1 million at Realogy Franchise Group, $9 million at Realogy Brokerage Group and $1 million at Realogy Title Group. Restructuring charges incurred for the three months ended March 31, 2019 include $4 million at Realogy Brokerage Group, $1 million at Realogy Title Group and $4 million at Corporate and Other.
(b)Impairments for the three months ended March 31, 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 $4 million related to lease asset impairments. Impairments for the three months ended March 31, 2019 include $1 million of impairment charges related to lease asset impairments.


Realogy Reports Financial Results for First Quarter 2020      12

(c)Loss on the early extinguishment of debt is recorded in Corporate and Other.
(d)Includes the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by Realogy Brokerage Group of $58 million and $55 million during the three months ended March 31, 2020 and 2019, respectively.
(e)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 $58 million and $55 million during the three months ended March 31, 2020 and 2019, respectively.


Realogy Reports Financial Results for First Quarter 2020      13

Table 5a
REALOGY HOLDINGS CORP.
SELECTED 2020 FINANCIAL DATA
(In millions)
 Three Months Ended
March 31, 2020
Net revenues (a)
Realogy Franchise Group$168  
Realogy Brokerage Group
869  
Realogy Title Group137  
Corporate and Other(58) 
Total
$1,116  
Operating EBITDA
Realogy Franchise Group$101  
Realogy Brokerage Group
(51) 
Realogy Title Group12  
Corporate and Other(25) 
Total
$37  
Non-GAAP Reconciliation - Operating EBITDA
Operating EBITDA$37  
Contribution from discontinued operations(5) 
Operating EBITDA including discontinued operations32  
Less: Depreciation and amortization45  
Interest expense, net101  
Income tax expense(132) 
Restructuring costs, net (b)11  
Impairments (c)447  
Adjustments attributable to discontinued operations (d)22  
Net loss attributable to Realogy Holdings
$(462) 
_______________
(a)Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $58 million for the three months ended March 31, 2020. Such amounts are eliminated through Corporate and Other.
Revenues for Realogy Franchise Group include $2 million of intercompany referral commissions related to Realogy Advantage Broker Network paid by Realogy Brokerage Group during the three months ended March 31, 2020. Such amounts are recorded as contra-revenues by Realogy Brokerage Group.
(b)Includes restructuring charges broken down by business unit as follows:
 Three Months Ended
March 31, 2020
Realogy Franchise Group$ 
Realogy Brokerage Group 
Realogy Title Group 
Total Company
$11  
(c)Impairments for the three months ended March 31, 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 $4 million related to lease asset impairments.
(d)Includes depreciation and amortization, interest expense, income tax and restructuring charges related to discontinued operations. In addition, includes the adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on the estimated net purchase price.


Realogy Reports Financial Results for First Quarter 2020      14

Table 5b
REALOGY HOLDINGS CORP.
SELECTED 2019 FINANCIAL DATA
(In millions)
 Three Months EndedYear Ended
 March 31,June 30,September 30,December 31,December 31,
20192019201920192019
Net revenues (a)
Realogy Franchise Group$179  $260  $240  $207  $886  
Realogy Brokerage Group
816  1,331  1,222  1,040  4,409  
Realogy Title Group114  160  170  152  596  
Corporate and Other(55) (87) (82) (69) (293) 
Total
$1,054  $1,664  $1,550  $1,330  $5,598  
Operating EBITDA
Realogy Franchise Group$98  $180  $170  $140  $588  
Realogy Brokerage Group
(62) 47  31  (12)  
Realogy Title Group(9) 32  31  14  68  
Corporate and Other(25) (24) (26) (23) (98) 
Total
$ $235  $206  $119  $562  
Non-GAAP Reconciliation - Operating EBITDA
Operating EBITDA$ $235  $206  $119  $562  
Contribution from discontinued operations(6) 10  17   28  
Operating EBITDA including discontinued operations(4) 245  223  126  590  
Less: Depreciation and amortization41  43  42  43  169  
Interest expense, net63  80  66  40  249  
Income tax (benefit) expense (32) 33  (23) —  (22) 
Restructuring costs, net (b)  11  13  42  
Impairments (c)  240   249  
Former parent legacy cost, net (d)—  —   —   
Loss (gain) on the early extinguishment of debt (d) —  (10) —  (5) 
Adjustments attributable to discontinued operations (e)   69  95  
Net (loss) income attributable to Realogy Holdings
$(99) $69  $(113) $(45) $(188) 
_______________
(a)Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $55 million, $87 million, $82 million and $69 million for the three months ended March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019, respectively. Such amounts are eliminated through Corporate and Other.
Revenues for Realogy Franchise Group include $3 million, $5 million, $6 million and $4 million of intercompany referral commissions related to Realogy Advantage Broker Network paid by Realogy Brokerage Group during the three months ended March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019, respectively. Such amounts are recorded as contra-revenues by Realogy Brokerage Group.
(b)Includes restructuring charges broken down by business unit as follows:
 Three Months EndedYear Ended
 March 31,June 30,September 30,December 31,December 31,
20192019201920192019
Realogy Franchise Group$—  $ $ $ $ 
Realogy Brokerage Group    25  
Realogy Title Group  —    
Corporate and Other    10  
Total Company
$ $ $11  $13  $42  
(c)Impairments for the three months ended September 30, 2019 and the year ended December 31, 2019 include a goodwill impairment charge of $237 million which reduced the net carrying value of Realogy Brokerage Group by $180 million after accounting for the related income tax benefit of $57 million. In addition, the three months ended March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019 include charges primarily related to lease asset impairments of $1 million, $2 million, $3 million and $6 million, respectively.
(d)Former parent legacy items and Loss (gain) on the early extinguishment of debt are recorded in Corporate and Other.
(e)Includes depreciation and amortization, interest expense, income tax and restructuring charges related to discontinued operations. In addition, the three months and year ended December 31, 2019 includes the estimated loss on the sale of discontinued operations of $22 million and the related tax expense of $38 million.


Realogy Reports Financial Results for First Quarter 2020      15

Table 5c

REALOGY HOLDINGS CORP.
2019 CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
 Three Months EndedYear Ended
March 31,June 30,September 30,December 31,December 31,
 20192019201920192019
Revenues
Gross commission income$799  $1,310  $1,201  $1,020  $4,330  
Service revenue129  183  191  170  673  
Franchise fees70  112  108  96  386  
Other56  59  50  44  209  
Net revenues1,054  1,664  1,550  1,330  5,598  
Expenses
Commission and other agent-related costs575  955  875  751  3,156  
Operating330  343  343  329  1,345  
Marketing68  69  63  62  262  
General and administrative80  68  69  71  288  
Former parent legacy cost, net—  —   —   
Restructuring costs, net  11  13  42  
Impairments  240   249  
Depreciation and amortization41  43  42  43  169  
Interest expense, net63  80  66  40  249  
Loss (gain) on the early extinguishment of debt —  (10) —  (5) 
Total expenses1,172  1,569  1,700  1,315  5,756  
(Loss) income from continuing operations before income taxes, equity in earnings and noncontrolling interests(118) 95  (150) 15  (158) 
Income tax (benefit) expense from continuing operations(32) 33  (23) —  (22) 
Equity in earnings of unconsolidated entities(1) (7) (7) (3) (18) 
Net (loss) income from continuing operations(85) 69  (120) 18  (118) 
(Loss) income from discontinued operations, net of tax(14)   (2) (7) 
Estimated loss on the sale of discontinued operations, net of tax—  —  —  (60) (60) 
Net (loss) income from discontinued operations(14)   (62) (67) 
Net (loss) income(99) 70  (112) (44) (185) 
Less: Net income attributable to noncontrolling interests—  (1) (1) (1) (3) 
Net (loss) income attributable to Realogy Holdings$(99) $69  $(113) $(45) $(188) 
Basic (loss) earnings per share attributable to Realogy Holdings shareholders:
Basic (loss) earnings per share from continuing operations$(0.75) $0.59  $(1.06) $0.15  $(1.06) 
Basic (loss) earnings per share from discontinued operations(0.12) 0.01  0.07  (0.54) (0.59) 
Basic (loss) earnings per share$(0.87) $0.60  (0.99) (0.39) (1.65) 
Diluted (loss) earnings per share attributable to Realogy Holdings shareholders:
Diluted (loss) earnings per share from continuing operations$(0.75) $0.59  $(1.06) $0.15  $(1.06) 
Diluted (loss) earnings per share from discontinued operations(0.12) 0.01  0.07  (0.54) (0.59) 
Diluted (loss) earnings per share$(0.87) $0.60  $(0.99) $(0.39) $(1.65) 
Weighted average common and common equivalent shares of Realogy Holdings outstanding:
Basic114.0  114.3  114.3  114.3  114.2  
Diluted114.0  114.9  114.3  114.3  114.2  



Realogy Reports Financial Results for First Quarter 2020      16

Table 6
REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION - FREE CASH FLOW AND
FREE CASH FLOW INCLUDING DISCONTINUED OPERATIONS
THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(In millions)
A reconciliation of net loss attributable to Realogy Holdings to Free Cash Flow and Free Cash Flow including discontinued operations is set forth in the following table:
 Three Months Ended March 31,
20202019
Net loss attributable to Realogy Holdings$(462) $(99) 
Less: Net loss from discontinued operations(27) (14) 
Net loss from continuing operations attributable to Realogy Holdings(435) (85) 
Income tax expense (benefit), net of payments(132) (33) 
Interest expense, net101  63  
Cash interest payments(18) (37) 
Depreciation and amortization45  41  
Capital expenditures(24) (22) 
Restructuring costs and former parent legacy items, net of payments —  
Impairments447   
Loss on the early extinguishment of debt—   
Working capital adjustments(97) (48) 
Free Cash Flow (112) (115) 
Contribution from discontinued operations(43) (57) 
Free Cash Flow including discontinued operations$(155) $(172) 
A reconciliation of net cash used in operating activities to Free Cash Flow and Free Cash Flow including discontinued operations is set forth in the following table:
 Three Months Ended March 31,
20202019
Net cash used in operating activities$(82) $(103) 
Less: Net cash provided by (used in) operating activities from discontinued operations (10) 
Net cash used in operating activities from continuing operations(87) (93) 
Property and equipment additions(24) (22) 
Effect of exchange rates on cash and cash equivalents(1) —  
Free Cash Flow(112) (115) 
Contribution from discontinued operations(43) (57) 
Free Cash Flow including discontinued operations$(155) $(172) 
Net cash used in investing activities$(39) $(23) 
Net cash provided by financing activities$5