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______________________________________________________________________________________________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 10-Q
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 001-35674
Commission File No. 333-148153
REALOGY HOLDINGS CORP.REALOGY GROUP LLC
(Exact name of registrant as specified in its charter)(Exact name of registrant as specified in its charter)
20-8050955 20-4381990
(I.R.S. Employer Identification Number)(I.R.S. Employer Identification Number)
Delaware
(State or other jurisdiction of incorporation or organization)
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrants' telephone number, including area code)
___________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Realogy Holdings Corp.Common Stock, par value $0.01 per shareRLGYNew York Stock Exchange
Realogy Group LLCNoneNoneNone
Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.  
Realogy Holdings Corp. Yes   No  Realogy Group LLC Yes   No 
Indicate by check mark whether the Registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit such files). 
Realogy Holdings Corp. Yes   No  Realogy Group LLC Yes   No 
Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
Realogy Holdings Corp.
Realogy Group LLC
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. ¨
Indicate by check mark whether the Registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Realogy Holdings Corp. Yes   No  Realogy Group LLC Yes   No 
There were 116,424,328 shares of Common Stock, $0.01 par value, of Realogy Holdings Corp. outstanding as of May 3, 2021.
__________________________________________________________________________________________________________________


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Page
PART IFINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II
OTHER INFORMATION
Item 1.
Item 6.




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INTRODUCTORY NOTE
Except as otherwise indicated or unless the context otherwise requires, the terms "we," "us," "our," "our company," "Realogy," "Realogy Holdings" and the "Company" refer to Realogy Holdings Corp., a Delaware corporation, and its consolidated subsidiaries, including Realogy Intermediate Holdings LLC, a Delaware limited liability company ("Realogy Intermediate"), and Realogy Group LLC, a Delaware limited liability company ("Realogy Group"). 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 consolidated financial positions, results of operations and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same.
As used in this Quarterly Report on Form 10-Q:
"Senior Secured Credit Agreement" refers to the Amended and Restated Credit Agreement dated as of March 5, 2013, as amended, amended and restated, modified or supplemented from time to time, that governs our senior secured credit facility, or "Senior Secured Credit Facility;"
"Non-extended Revolving Credit Commitment" and "Extended Revolving Credit Commitment" each refer to the applicable portion of the revolving credit facility under the Senior Secured Credit Facility and are referred to collectively as the Revolving Credit Facility;
"Term Loan B Facility" refers to the term loans outstanding under the Senior Secured Credit Facility;
"Term Loan A Agreement" refers to the Term Loan A Agreement, dated as of October 23, 2015, as amended, amended and restated, modified or supplemented from time to time;
"Non-extended Term Loan A" and "Extended Term Loan A" each refer to the applicable portion of the Term Loan A facility under the Term Loan A Agreement and are referred to collectively as the "Term Loan A Facility;"
"4.875% Senior Notes", "9.375% Senior Notes" and "5.75% Senior Notes" refer to our 4.875% Senior Notes due 2023, 9.375% Senior Notes due 2027 and 5.75% Senior Notes due 2029, respectively, and are referred to collectively as the "Unsecured Notes;" and
"7.625% Senior Secured Second Lien Notes" refers to our 7.625% Senior Secured Second Lien Notes due 2025.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "believe," "expect," "anticipate," "intend," "project," "estimate," "plan," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could."
In particular, information appearing under "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, it is based on management's current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, we can give no assurance that any such expectation or belief will result or will be achieved or accomplished.
The following include some, but not all, of the risks and uncertainties that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements:
The residential real estate market is cyclical, and we are negatively impacted by adverse developments or the absence of sustained improvement in the U.S. residential real estate markets, either regionally or nationally, which could include, but are not limited to:
continued negative pressure on the share of commission income realized by real estate brokerages as a result of shifts in favor of affiliated independent sales agents or due to other market factors;
meaningful decreases in the average broker commission rate;
continued or accelerated declines in inventory;

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increases in mortgage rates or inflation; and
other factors that impact homesale transaction volume, including a reduction in housing affordability, a decline or lack of improvement in the number of homesales, stagnant or declining home prices, and changes in consumer preferences, including weakening in the consumer trends that have benefited us since the second half of 2020;
Likewise, we are negatively impacted by adverse developments or the absence of sustained improvement in macroeconomic conditions (such as business, economic or political conditions) on a global, domestic or local basis, which could include, but are not limited to:
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); and
fiscal and monetary policies of the federal government and its agencies, particularly those that may result in unfavorable changes to the interest rate environment;
The COVID-19 crisis has in the past, and may again, amplify risks to our business, and worsening economic consequences of the crisis or the reinstatement of significant limitations on normal business operations could have a material adverse effect on our profitability, liquidity, financial condition and results of operations;
Our business and financial results may be materially and adversely impacted if we are unable to execute our business strategy and achieve growth, including if we are not successful in our efforts to:
recruit and retain productive independent sales agents;
attract and retain franchisees or renew existing franchise agreements without reducing contractual royalty rates or increasing the amount and prevalence of sales incentives;
alleviate or control the erosion of our share of the commission income generated by homesale transactions;
compete for real estate services business, including homesale transactions and underwriting, title and settlement, mortgage origination, relocation and lead generation services;
compete against non-traditional competitors, including but not limited to, iBuying business models and virtual brokerages, in particular those competitors with access to significant third-party capital that may prioritize market share over profitability;
develop or procure products, services and technology that supports our strategic initiatives;
realize the expected benefits from our mortgage origination joint venture or from other existing or future strategic partnerships;
achieve or maintain a beneficial cost structure or savings and other benefits from our cost-saving initiatives;
generate a meaningful number of high-quality leads for independent sales agents and franchisees; and
complete or integrate acquisitions and joint ventures into our existing operations, or to complete or effectively manage divestitures or other corporate transactions;
Our financial condition and/or results of operations may be adversely impacted by risks related to our business structure, including, but not limited to:
our geographic and high-end market concentration;
the operating results of affiliated franchisees;
continued consolidation among our top 250 franchisees;
difficulties in the business or changes in the licensing strategy of the owners of the two brands we do not own;
the loss of our largest real estate benefit program client or multiple significant relocation clients;
continued reductions in corporate relocations or relocation benefits;
the failure of third-party vendors or partners to perform as expected or our failure to adequately monitor such third-parties;
our reliance on information technology to operate our business and maintain our competitiveness; and
increases in mortgage rates, tightened mortgage underwriting standards or reductions in refinancing activity;
Listing aggregator concentration and market power creates, and is expected to continue to create, disruption in the residential real estate brokerage industry, which may have a material adverse effect on our results of operations and financial condition;

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Industry structure changes (as a result of new laws, regulations or administrative policies, the rules of multiple listing services, or otherwise) that disrupt the functioning of the residential real estate market could materially adversely affect our operations and financial results;
We are subject to numerous risks related to our substantial indebtedness that could adversely limit our operations and/or adversely impact our liquidity, including but not limited to our interest obligations and the negative covenant restrictions contained in our debt agreements and our ability to refinance or repay our indebtedness or incur additional indebtedness;
We are subject to risks related to legal and regulatory matters, which may cause us to incur increased costs (including in connection with compliance efforts) and any of which could result in adverse financial, operational or reputational consequences to us, including but not limited to 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: (1) antitrust laws and regulations, (2) the Real Estate Settlement Procedures Act ("RESPA") or other federal or state consumer protection or similar laws, and (3) state or federal employment laws or regulations that would require reclassification of independent contractor sales agents to employee status, (4) privacy or data security laws and regulations;
We face reputational, business continuity and financial risks associated with cybersecurity incidents; and
Our goodwill and other long-lived assets are subject to impairment which could negatively impact our earnings;
Severe weather events or natural disasters, including increasing severity or frequency of such events due to climate change or otherwise, or other catastrophic events, including public health crises, such as pandemics and epidemics, may disrupt our business and have an unfavorable impact on homesale activity.
More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"), particularly under the captions "Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Most of these factors are difficult to anticipate and are generally beyond our control. You should consider these factors in connection with any forward-looking statements that may be made by us and our businesses generally.
All forward-looking statements herein speak only as of the date of this Quarterly Report. Except as is required by law, we expressly disclaim any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this Quarterly Report. For any forward-looking statement contained in this Quarterly Report, our public filings or other public statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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PART I - FINANCIAL INFORMATION
Item 1.    Financial Statements.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Realogy Holdings Corp.
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Realogy Holdings Corp. and its subsidiaries (the "Company") as of March 31, 2021, and the related condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the three-month periods ended March 31, 2021 and 2020, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2020, and the related consolidated statements of operations, comprehensive (loss) income, equity and of cash flows for the year then ended (not presented herein), and in our report dated February 23, 2021, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
May 5, 2021

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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholder of Realogy Group LLC
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Realogy Group LLC and its subsidiaries (the "Company") as of March 31, 2021, and the related condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the three-month periods ended March 31, 2021 and 2020, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2020, and the related consolidated statements of operations, comprehensive (loss) income, and of cash flows for the year then ended (not presented herein), and in our report dated February 23, 2021, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB or in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
May 5, 2021


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REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
Three Months Ended
 March 31,
 20212020
Revenues
Gross commission income$1,154 $850 
Service revenue249 202 
Franchise fees105 71 
Other39 45 
Net revenues1,547 1,168 
Expenses
Commission and other agent-related costs885 630 
Operating384 368 
Marketing58 59 
General and administrative90 88 
Restructuring costs, net5 12 
Impairments1 477 
Depreciation and amortization51 45 
Interest expense, net38 101 
Loss on the early extinguishment of debt17  
Other income, net(2) 
Total expenses1,527 1,780 
Income (loss) before income taxes, equity in earnings and noncontrolling interests
20 (612)
Income tax expense (benefit)17 (141)
Equity in earnings of unconsolidated entities(31)(9)
Net income (loss)34 (462)
Less: Net income attributable to noncontrolling interests(1) 
Net income (loss) attributable to Realogy Holdings and Realogy Group
$33 $(462)
Earnings (loss) per share attributable to Realogy Holdings shareholders:
Basic earnings (loss) per share$0.28 $(4.03)
Diluted earnings (loss) per share$0.28 $(4.03)
Weighted average common and common equivalent shares of Realogy Holdings outstanding:
Basic115.9 114.7 
Diluted118.4 114.7 

See Notes to Condensed Consolidated Financial Statements.
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REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)
Three Months Ended
March 31,
20212020
Net income (loss)$34 $(462)
Currency translation adjustment(1)(2)
Defined benefit pension plan—amortization of actuarial loss to periodic pension cost
1 1 
Other comprehensive loss, before tax (1)
Income tax expense (benefit) related to items of other comprehensive income amounts
  
Other comprehensive loss, net of tax (1)
Comprehensive income (loss)34 (463)
Less: comprehensive income attributable to noncontrolling interests
(1) 
Comprehensive income (loss) attributable to Realogy Holdings and Realogy Group
$33 $(463)


See Notes to Condensed Consolidated Financial Statements.
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REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
 March 31,
2021
December 31,
2020
 
ASSETS
Current assets:
Cash and cash equivalents$404 $520 
Restricted cash5 3 
Trade receivables (net of allowance for doubtful accounts of $12 and $13)
130 128 
Relocation receivables144 139 
Other current assets186 154 
Total current assets869 944 
Property and equipment, net308 317 
Operating lease assets, net460 450 
Goodwill2,909 2,910 
Trademarks685 685 
Franchise agreements, net1,071 1,088 
Other intangibles, net183 188 
Other non-current assets409 352 
Total assets$6,894 $6,934 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$103 $128 
Securitization obligations100 106 
Current portion of long-term debt17 62 
Current portion of operating lease liabilities126 129 
Accrued expenses and other current liabilities523 600 
Total current liabilities869 1,025 
Long-term debt3,190 3,145 
Long-term operating lease liabilities439 430 
Deferred income taxes292 276 
Other non-current liabilities307 291 
Total liabilities5,097 5,167 
Commitments and contingencies (Note 8)
Equity:
Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at March 31, 2021 and December 31, 2020
  
Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 116,411,025 shares issued and outstanding at March 31, 2021 and 115,457,067 shares issued and outstanding at December 31, 2020
1 1 
Additional paid-in capital4,874 4,876 
Accumulated deficit(3,022)(3,055)
Accumulated other comprehensive loss(59)(59)
Total stockholders' equity1,794 1,763 
Noncontrolling interests3 4 
Total equity1,797 1,767 
Total liabilities and equity$6,894 $6,934 

See Notes to Condensed Consolidated Financial Statements.
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REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 Three Months Ended
March 31,
 20212020
Operating Activities
Net income (loss)$34 $(462)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization51 45 
Deferred income taxes15 (137)
Impairments1 477 
Amortization of deferred financing costs and debt discount (premium)3 2 
Loss on the early extinguishment of debt17  
Equity in earnings of unconsolidated entities(31)(9)
Stock-based compensation6 6 
Mark-to-market adjustments on derivatives(13)51 
Other adjustments to net income (loss)(2) 
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
Trade receivables(3)(15)
Relocation receivables(4)14 
Other assets(14)(26)
Accounts payable, accrued expenses and other liabilities(117)(23)
Dividends received from unconsolidated entities31 1 
Other, net(11)(6)
Net cash used in operating activities(37)(82)
Investing Activities
Property and equipment additions(23)(29)
Proceeds from the sale of assets2  
Investment in unconsolidated entities(6)(1)
Other, net(5)(9)
Net cash used in investing activities(32)(39)
Financing Activities
Net change in Revolving Credit Facility 565 
Payments for refinancing of Term Loan A Facility and Term Loan B Facility(905) 
Proceeds from issuance of Senior Notes905  
Amortization payments on term loan facilities(3)(7)
Net change in securitization obligations(7)(43)
Debt issuance costs(8) 
Cash paid for fees associated with early extinguishment of debt(11) 
Taxes paid related to net share settlement for stock-based compensation(8)(4)
Other, net(8)(11)
Net cash (used in) provided by financing activities(45)500 
Effect of changes in exchange rates on cash, cash equivalents and restricted cash (1)
Net (decrease) increase in cash, cash equivalents and restricted cash(114)378 
Cash, cash equivalents and restricted cash, beginning of period523 266 
Cash, cash equivalents and restricted cash, end of period$409 $644 
Supplemental Disclosure of Cash Flow Information
Interest payments (including securitization interest of $1 and $2 respectively)
$14 $20 
Income tax payments (refunds), net2 (1)

See Notes to Condensed Consolidated Financial Statements.
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REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions)
(Unaudited)
1.    BASIS OF PRESENTATION
Realogy Holdings Corp. ("Realogy Holdings", "Realogy" or the "Company") is a holding company for its consolidated subsidiaries including Realogy Intermediate Holdings LLC ("Realogy Intermediate") and Realogy Group LLC ("Realogy Group") and its consolidated subsidiaries. Realogy, through its subsidiaries, is a global provider of residential real estate services. 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 consolidated financial positions, results of operations, comprehensive income (loss) and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same.
The accompanying Condensed Consolidated Financial Statements include the financial statements of Realogy Holdings and Realogy Group. Realogy Holdings' only asset is its investment in the common stock of Realogy Intermediate, and Realogy Intermediate's only asset is its investment in Realogy Group. Realogy Holdings' only obligations are its guarantees of certain borrowings and certain franchise obligations of Realogy Group. All expenses incurred by Realogy Holdings and Realogy Intermediate are for the benefit of Realogy Group and have been reflected in Realogy Group's Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates.
In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Realogy Holdings and Realogy Group's financial position as of March 31, 2021 and the results of operations and comprehensive income (loss) for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. The Consolidated Balance Sheet at December 31, 2020 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020.
Fair Value Measurements
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.
Level Input:Input Definitions:
Level I
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the
measurement date.
Level II
Inputs other than quoted prices included in Level I that are observable for the asset or liability through
corroboration with market data at the measurement date.
Level III
Unobservable inputs that reflect management’s best estimate of what market participants would use in
pricing the asset or liability at the measurement date.
The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the

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inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach.
The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.
The following table summarizes fair value measurements by level at March 31, 2021 for assets and liabilities measured at fair value on a recurring basis:
Level ILevel IILevel IIITotal
Deferred compensation plan assets (included in other non-current assets)$1 $ $ $1 
Interest rate swaps (included in other non-current liabilities) 63  63 
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)
  3 3 
The following table summarizes fair value measurements by level at December 31, 2020 for assets and liabilities measured at fair value on a recurring basis:
Level ILevel IILevel IIITotal
Deferred compensation plan assets (included in other non-current assets)$1 $ $ $1 
Interest rate swaps (included in other non-current liabilities) 81  81 
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)
  3 3 
The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions.  These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis.
The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis:
Level III
Fair value of contingent consideration at December 31, 2020$3 
Additions: contingent consideration related to acquisitions completed during the period1 
Reductions: payments of contingent consideration
(1)
Changes in fair value (reflected in general and administrative expenses) 
Fair value of contingent consideration at March 31, 2021$3 
The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at:
 March 31, 2021December 31, 2020
DebtPrincipal AmountEstimated
Fair Value (a)
Principal AmountEstimated
Fair Value (a)
Senior Secured Credit Facility:
Non-extended Revolving Credit Commitment$ $ $ $ 
Extended Revolving Credit Commitment    
Term Loan B390 385 1,048 1,032 
Term Loan A Facility:
Non-extended Term Loan A197 194 684 671 
Extended Term Loan A237 234   
7.625% Senior Secured Second Lien Notes550 598 550 595 
4.875% Senior Notes407 419 407 415 
9.375% Senior Notes550 609 550 609 
5.75% Senior Notes900 889   

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_______________
(a)The fair value of the Company's indebtedness is categorized as Level II.
Equity Method Investments
At March 31, 2021 and December 31, 2020, the Company had various equity method investments which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets.
The Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity") at Realogy Title Group had an investment balance of $90 million at both March 31, 2021 and December 31, 2020. The Company recorded equity earnings of $30 million and $9 million related to its investment in Guaranteed Rate Affinity for the first quarter of 2021 and 2020, respectively. The Company received $30 million in cash dividends from Guaranteed Rate Affinity during the three months ended March 31, 2021 and no cash dividends during the three months ended March 31, 2020.
The Company's other equity method investments had investment balances totaling $12 million and $10 million at March 31, 2021 and December 31, 2020, respectively. The Company recorded $1 million equity earnings from the operations of these equity method investments in the first quarter of 2021 and recorded no equity earnings or losses for the first quarter of 2020. The Company received $1 million in cash dividends from these equity method investments during both the three months ended March 31, 2021 and 2020.
Income Taxes
The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $17 million and a benefit of $141 million for the three months ended March 31, 2021 and 2020, respectively.
Derivative Instruments
The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. As of March 31, 2021, the Company had interest rate swaps with an aggregate notional value of $1,000 million to offset the variability in cash flows resulting from the term loan facilities as follows:
Notional Value (in millions)Commencement DateExpiration Date
$450November 2017November 2022
$400August 2020August 2025
$150November 2022November 2027
The swaps help to protect our outstanding variable rate borrowings from future interest rate volatility. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations.
The fair value of derivative instruments was as follows:
Not Designated as Hedging InstrumentsBalance Sheet LocationMarch 31, 2021December 31, 2020
Interest rate swap contractsOther non-current liabilities63 81 
The effect of derivative instruments on earnings was as follows:
Derivative Instruments Not Designated as Hedging InstrumentsLocation of Loss or (Gain) Recognized for Derivative InstrumentsLoss or (Gain) Recognized on Derivatives
Three Months Ended March 31,
20212020
Interest rate swap contractsInterest expense$(13)$51 
Restricted Cash
Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $5 million at March 31, 2021 and $3 million at December 31, 2020.

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Revenue
Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard.  The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows:
Three Months Ended March 31,
Realogy Franchise GroupRealogy Brokerage GroupRealogy Title
Group
Corporate and OtherTotal
Company
2021202020212020202120202021202020212020
Gross commission income (a)$ $ $1,154 $850 $ $ $ $ $1,154 $850 
Service revenue (b)47 64 7 5 195 133   249 202 
Franchise fees (c)181 127     (76)(56)105 71 
Other (d)26 29 10 14 6 4 (3)(2)39 45 
Net revenues$254 $220 $1,171 $869 $201 $137 $(79)$(58)$1,547 $1,168 
______________
(a)Gross commission income at Realogy Brokerage Group is recognized at a point in time at the closing of a homesale transaction.
(b)Service revenue primarily consists of title and escrow fees at Realogy Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Realogy Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.
(c)Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).
(d)Other revenue is comprised of brand marketing funds received from franchisees at Realogy Franchise Group and other miscellaneous revenues across all of the business segments.
The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period:
 Beginning Balance at January 1, 2021Additions during the periodRecognized as Revenue during the periodEnding Balance at March 31, 2021
Realogy Franchise Group:
Deferred area development fees (a)$43 $1 $(3)$41 
Deferred brand marketing fund fees (b)14 24 (23)15 
Deferred outsourcing management fees (c)3 8 (8)3 
Other deferred income related to revenue contracts10 9 (8)11 
Total Realogy Franchise Group 70 42 (42)70 
Realogy Brokerage Group:
Advanced commissions related to development business (d)9   9 
Other deferred income related to revenue contracts3 2 (1)4 
Total Realogy Brokerage Group12 2 (1)13 
Total$82 $44 $(43)$83 
_______________
(a)The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination.
(b)Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group.
(c)The Company earns revenues from outsourcing management fees charged to clients that may cover several of the relocation services listed above, according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type.
(d)New development closings generally have a development period of between 18 and 24 months from contracted date to closing.

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Allowance for Doubtful Accounts
The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses.
Supplemental Cash Flow Information
Significant non-cash transactions included finance lease additions of $1 million and $4 million during the three months ended March 31, 2021 and 2020, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities.
Leases
Other than the Company's facility closures as described in Note 5, "Restructuring Costs," the Company's lease obligations as of March 31, 2021 have not changed materially from the amounts reported in our 2020 Form 10-K.
Recently Adopted Accounting Pronouncements
The Company adopted the new standard on Simplifying the Accounting for Income Taxes effective January 1, 2021. The new standard clarifies and simplifies aspects of the accounting for income taxes to help promote consistent application of GAAP by eliminating certain exceptions to the general principles of ASC Topic 740, Income Taxes. The adoption of this guidance did not have an impact to the Company’s Consolidated Financial Statements upon adoption on January 1, 2021.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued standards were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.
The FASB issued its new standard on Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which simplifies the accounting for instruments with characteristics of liabilities and equity, including convertible debt. The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock resulting in fewer embedded conversion features being separately recognized from the host contract and the interest rate of more convertible debt instruments being closer to the coupon interest rate, as compared with current guidance. The new standard also amends the derivative guidance for the “own stock” scope exception, which exempts qualifying instruments from being accounted for as derivatives if certain criteria are met. In addition, the standard changes the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard is effective for reporting periods beginning on or after December 15, 2021 with early adoption permitted as of January 1, 2021. The new standard requires adoption using either a full or modified retrospective approach and is not expected to have an impact on the Company's financial statements.
2.    GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill by reporting unit and changes in the carrying amount are as follows:
Realogy Franchise GroupRealogy Brokerage GroupRealogy
Title Group
Total
Company
Balance at December 31, 2020$2,509 $245 $156 $2,910 
Goodwill acquired (a)  2 2 
Goodwill reduction for sale of a business (b)(3)  (3)
Balance at March 31, 2021$2,506 $245 $158 $2,909 
Accumulated impairment losses (c)$1,447 $808 $324 $2,579 
_______________
(a)Goodwill acquired during the three months ended March 31, 2021 relates to the acquisition of one title and settlement operation.
(b)Goodwill reduction during the three months ended March 31, 2021 relates to the sale of a relocation related business.

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(c)Includes impairment charges which reduced goodwill by $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007.
Intangible Assets
Intangible assets are as follows:
 As of March 31, 2021As of December 31, 2020
 Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Amortizable—Franchise agreements (a)$2,010 $939 $1,071 $2,010 $922 $1,088 
Indefinite life—Trademarks (b)$685 $685 $685 $685 
Other Intangibles
Amortizable—License agreements (c)$45 $13 $32 $45 $13 $32 
Amortizable—Customer relationships (d)510 382 128 509 376 133 
Indefinite life—Title plant shares (e)20 20 20 20 
Amortizable—Other (f)14 11 3 14 11 3 
Total Other Intangibles$589 $406 $183 $588 $400 $188 
_______________
(a)Generally amortized over a period of 30 years.
(b)Primarily related to real estate franchise brands which are expected to generate future cash flows for an indefinite period of time.
(c)Relates to the Sotheby’s International Realty® and Better Homes and Gardens® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements).
(d)Relates to the customer relationships at Realogy Franchise Group, Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 20 years.
(e)Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time.
(f)Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years.
Intangible asset amortization expense is as follows:
 Three Months Ended March 31,
 20212020
Franchise agreements$17 $17 
Customer relationships6 1 
Other 1 
Total$23 $19 
Based on the Company’s amortizable intangible assets as of March 31, 2021, the Company expects related amortization expense for the remainder of 2021, the four succeeding years and thereafter to be approximately $68 million, $90 million, $89 million, $89 million, $89 million and $809 million, respectively.
3.    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of:
 March 31, 2021December 31, 2020
Accrued payroll and related employee costs$127 $239 
Advances from clients58 65 
Accrued volume incentives39 46 
Accrued commissions47 48 <