•pay dividends or make distributions to our stockholders;

33•repurchase or redeem capital stock;

•make investments or acquisitions;

~~Table~~•incur restrictions on the ability of ~~Contents~~certain of our subsidiaries to pay dividends or to make other payments to us;

•enter into transactions with affiliates;

•create liens;

•merge or consolidate with other companies or transfer all or substantially all of our assets;

•transfer or sell assets, including capital stock of subsidiaries; and

•prepay, redeem or repurchase certain indebtedness.

As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities, repurchase shares of our common stock or finance future operations or capital needs.

Risks Related to an Investment in Our Common Stock

The price of our common stock may fluctuate significantly.

The market price for our common stock could fluctuate significantly for various reasons, many of which are outside our control, including those described above and the following:

•our operating and financial performance and prospects;

•future sales of substantial amounts of our common stock in the public market, including but not limited to shares we may issue from time to time as consideration for future acquisitions or ~~investments;~~investments as well as significant sales by one or more of our top investors, in particular in light of the substantial concentration of ownership of our common stock;

•housing and mortgage finance markets;

•the incurrence of additional indebtedness or other adverse changes relating to our debt;

•our quarterly or annual earnings or those of other companies in our industry;

•future announcements concerning our business or our competitors' businesses;

•the public's reaction to our press releases, other public announcements and filings with the SEC;

•changes in earnings estimates, recommendations or ~~recommendations~~commentary by sell-side securities analysts who track our common stock or other companies within our industry;

•ratings changes or commentary by rating agencies on our debt;

~~the timing and amount of share repurchases, if any;~~•press releases or other commentary by industry forecasters or other housing market participants;

•market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•strategic actions by us or our ~~competitors, such as acquisitions or restructurings;~~competitors;

•actual or potential changes in laws, regulations and regulatory ~~interpretations;~~interpretations, including as a result of the 2017 Tax Act and other federal, state or local tax reform;

•changes in housing fundamentals, including:

◦changes in interest rates,

◦changes in demographics relating to housing such as household ~~formation;~~formation, and

◦changing consumer attitudes concerning home ownership;

•changes in accounting standards, policies, guidance, interpretations or principles;

•arrival and departure of key personnel;

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•commencement of new legal or regulatory proceedings against the Company or adverse resolution of new or pending litigation, arbitration or regulatory proceedings against us;

•actions of current or prospective stockholders (including activists or several top stockholders acting alone or together) that may cause temporary or speculative market perceptions, including market rumors and short selling activity in our stock (which has been and, as of the date of this filing, continues to be well above market norms); and

•changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to litigation, including class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

~~Texas insurance laws~~We recently discontinued our dividend and ~~regulations may delay or impede purchases of~~do not anticipate paying any dividends on our common ~~stock.~~stock in the foreseeable future and accordingly, capital appreciation, if any, will be our stockholders sole source of gain.

~~The insurance laws~~In early November 2019, our Board of Directors discontinued our quarterly dividend and ~~regulations of Texas,~~we do not anticipate paying any dividends on our common stock in the ~~jurisdiction in which our title insurance underwriter subsidiary is domiciled, generally provide that no person may acquire control, directly or indirectly, of~~foreseeable future. As a ~~Texas domiciled insurer, unless the person has provided required information to, and the acquisition is approved or not disapproved by, the Texas Department of Insurance. Generally,~~result, capital appreciation, if any, person acquiring beneficial ownership of 10% or more of our voting securities would be presumed to have acquired indirect control of our title insurance underwriter subsidiary unless the Texas Department of Insurance, upon application, determines otherwise. Certain purchasers of our common stock ~~could~~will be ~~subject~~our stockholders sole source of gain for the foreseeable future.

We currently expect to ~~approvals from~~prioritize investing in our business and reducing indebtedness until we are able to reduce our consolidated leverage ratio (as defined in the ~~Texas Department~~indenture governing the 9.375% Senior Notes) to below 4.00 to 1.00 and, even if we are able to successfully reduce our consolidated leverage ratio, our Board of ~~Insurance which could significantly delay or otherwise impede their~~Directors may not reinstate the payment of a dividend. The covenants in the indenture governing the 9.375% Senior Notes restrict our ability to ~~complete such purchase.~~

~~Table~~make dividend payments in excess of ~~Contents~~

~~We cannot provide assurance that we will continue~~$45 million per calendar year until our consolidated leverage ratio is below 4.00 to ~~pay dividends or purchase shares of our common stock under our stock repurchase program.~~

There can be no assurance that we will have sufficient cash or surplus under Delaware law to be able to continue to pay dividends or purchase shares of our common stock under our stock repurchase program. Certain1.00. In addition, certain of our debt instruments contain covenants that restrict the ability of our subsidiaries to pay dividends to ~~us and repurchase shares of our common stock.~~us. We are permitted under the terms of our debt ~~instrument~~instruments to incur additional indebtedness, which may further restrict or prevent us from paying dividends on our common stock. Agreements governing any future indebtedness, in addition to those governing our current indebtedness, may not permit us to pay dividends on our common ~~stock or repurchase shares of our common~~ stock. Because Realogy Holdings is a holding company and has no direct operations, we will only be able to pay dividends ~~or repurchase shares of our common stock~~ from our available cash on hand and any funds we receive from our subsidiaries. Our title insurance underwriter is subject to regulations that limit its ability to pay dividends or make loans or advances to us, principally to protect policyholders. Under Delaware law, dividends may be payable only out of surplus, which is our assets minus our liabilities and our capital or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. As a result, we may not pay dividends ~~according to our policy or at all~~ if, among other things, we do not have sufficient cash to pay the intended dividends, our financial performance does not achieve expected results or the terms of our indebtedness prohibit it.

Our Board may also suspend the payment of dividends or our stock repurchase program if the Board deems such action to be in our best interests or those of our stockholders. If we do not pay dividends, the price of our common stock must appreciate in order to realize a gain on an investment in Realogy. This appreciation may not occur and our stock may in fact depreciate in value.

Delaware law and our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, provisions of our amended and restated certificate of incorporation and amended and restated bylaws may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our Board of Directors. Among other things, these provisions:

•do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

•delegate the sole power to a majority of the Board of Directors to fix the number of directors;

•provide the power to our Board of Directors to fill any vacancy on our Board of Directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

•authorize the issuance of "blank check" preferred stock without any need for action by stockholders;

•eliminate the ability of stockholders to call special meetings of stockholders;

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•prohibit stockholders from acting by written consent; and

•establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

The foregoing factors could impede a merger, takeover or other business combination or discourage a potential investor from making a tender offer for our common stock which, under certain circumstances, could reduce the market value of our common stock and our investors' ability to realize any potential change-in-control premium.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our amended and restated certificate of incorporation authorizes us to issue one or more series of preferred stock. Our Board of Directors will have the authority to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our common stock.

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~~Our business could be negatively impacted as a result of actions by activist stockholders or others.~~

Stockholder activism at public companies has been rising and we may be subject to actions or requests—either formal or informal—from activist stockholders or others. Responding to such actions could be costly and time-consuming, may not align with our business strategies and could divert the attention of our Board of Directors and senior management from the pursuit of our business strategies. Perceived uncertainties as to our future direction as a result of stockholder activism may lead to the perception of a change in the direction of the business or other instability and may make it more difficult to attract and retain qualified personnel, independent sales associates and business partners and may affect our relationships with vendors, customers and other third parties. In addition, actions of activist stockholders may cause significant fluctuations of our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

Item 2. Properties.

Corporate headquarters. Our corporate headquarters is located at 175 Park Avenue in Madison, New Jersey with a lease term expiring in December 2029 and consists of approximately 270,000 square feet of space.

~~Real estate franchise services.~~ Realogy Franchise Group. Our real estate franchise business conducts its main operations at our leased office at 175 Park Avenue in Madison, New Jersey.

~~Company owned real estate brokerage services.~~ Realogy Brokerage Group. As of December 31, ~~2016~~,2019, our company owned real estate brokerage segment leased approximately ~~4.9~~4.4 million square feet of domestic office space under approximately ~~1,035~~946 leases. Its corporate headquarters and one regional headquarters facility are located in leased offices at 175 Park Avenue, Madison, New Jersey. As of December 31, ~~2016, NRT~~2019, Realogy Brokerage Group leased 75 facilities serving as regional headquarters, 3733 facilities serving as local administration, training facilities or storage, and approximately ~~790~~710 brokerage sales offices under ~~991~~908 leases. These offices are generally located in shopping centers and small office parks, typically with lease terms of one to five years. Included in the ~~4.9~~4.4 millionsquare feet is approximately ~~123,000~~392,000 square feet of vacant and/or subleased space, principally relating to brokerage sales office consolidations.

~~Relocation services.~~ Our relocation business has its main corporate operations in a leased building in Danbury, Connecticut with a lease term expiring in November 2030. There are leased offices in the U.S., located in Lisle, Illinois; Irving, Texas; Omaha, Nebraska; Folsom and San Diego, California; St. Louis Park, Minnesota; and Bellevue, Washington. International offices include leased facilities in the United Kingdom, Hong Kong, Singapore, China, Brazil, Germany, France, Switzerland, Canada and the Netherlands.

Realogy Title ~~and settlement services.~~ Group. Our title and settlement services business conducts its main operations at a leased facility in Mount Laurel, New Jersey, pursuant to a lease expiring in December 2021. As of December 31, ~~2016~~,2019, this business also has leased regional and branch offices in 2521 states and Washington, D.C.

Cartus Relocation Services. Our relocation business has its main corporate operations in a leased building in Danbury, Connecticut with a lease term expiring in November 2030. There are leased offices in other locations in the U.S., including in Lisle, Illinois; Irving, Texas; Folsom, California; and Bellevue, Washington. International offices include leased facilities in the United Kingdom, Hong Kong, India, Singapore, China, Brazil, Germany, France, Switzerland, Canada and the Netherlands. These leases will transfer to SIRVA upon the closing of the planned sale, with Realogy Leads Group subletting space from SIRVA in Danbury, Connecticut and Irving, Texas.

We believe that all of our properties and facilities are well maintained.

Item 3. Legal Proceedings.

See Note ~~14,~~15, "Commitments and Contingencies—Litigation", to ~~our consolidated financial statements~~the Consolidated Financial Statements included elsewhere in this Annual Report for additional information on the Company's legal ~~proceedings, including a description of the~~ ~~Strader, et al. and Hall v. PHH Corporation, et al.~~ ~~litigation.~~proceedings.

The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable.

Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could ~~occur.~~occur and even cases brought by us can involve counterclaims asserted against us. In addition, litigation and other legal matters, including class action lawsuits orand regulatory proceedings challenging practices that have broad

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impact can be costly to defend and, depending on the class size and claims, could be costly to settle. As such, the Company could incur judgments or enter into settlements of claims with liability that are materially in excess of amounts accrued and these settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period.

* * *

Litigation, investigations and claims against other participants in the residential real estate industry may impact the Company and its affiliated franchisees when the rulings or settlements in those cases cover practices common to the broader industry. Examples may include claims associated with RESPA compliance, broker fiduciary duties, ~~and~~multiple listing service practices, sales agent ~~classification.~~ ~~One such case is PHH Corp. vs. Consumer~~

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Financial Protection Bureau, No. 15-1177. On October 11, 2016, a three-judge panel of the United States Court of Appeals for the D.C. Circuit issued a decision in that case addressing the constitutionality of the CFPB's structure as a single-Director independent agency where the CFPB Director can only be removed by the President of the U.S. for "cause" as well as various important RESPA issues, including that: (1) Section 8(c)(2) of RESPA (which permits “bona fide” payments for goodsclassification and ~~services actually performed), remains a viable exception under RESPA~~federal and does not constitute a payment for a referral in violation of RESPA where the amount paid does not exceed the reasonable market value of the goods or services; (2) new CFPB interpretations of RESPA cannot be enforced on a retroactive basis where there is reliance on prior regulatory interpretations; and (3) the CFPB is bound by the three-year statute of limitations for government enforcement of RESPA. On February 16, 2017, the full D.C. Circuit Court of Appeals agreed to hear an appeal of the October 11, 2016 decision and vacated that decision pending the appeal.

state fair housing laws. The Company also may be impacted by litigation and other claims against companies in other industries. ~~Rulings on matters such as~~Changes in current legislation, regulations or interpretations that are applicable to the ~~enforcement of arbitration agreements and worker classification may adversely affect the Company and other~~ residential real estate service industry ~~participants as a result of~~may also impact the ~~classification of sales associates as independent contractors, irrespective of the fact that the parties subject to the rulings are in a different industry. There~~Company.

For example, there is active worker classification litigation in numerous jurisdictions ~~including Massachusetts, California, New Jersey and New York,~~ against a variety of ~~industries~~ industries— including residential real estate brokerages in multiple states, including California and New Jersey—where the plaintiffs seek to reclassify independent contractors as employees or to challenge the use of federal and state minimum wage and overtime exemptions. ~~To the extent the defendants are unsuccessful in these types~~This type of litigation ~~matters,~~has been particularly prolific in California since the California Supreme Court adopted a worker classification test in the second quarter of 2018 that is significantly more restrictive than those historically used in wage and ~~we or our franchisees cannot distinguish our or their practices (or our industry’s practices)~~hour cases. In September 2019, this judicial worker classification test was codified into California statutory law, but the adopted legislation also provides an alternate worker classification test applicable to real estate professionals that is less restrictive than the judicial test. Since the enactment, there have been several challenges to the constitutionality and enforceability of this law as it applies to other industries, which may ultimately impact the less restrictive test currently applicable to real estate professionals. For a summary of certain legal proceedings initiated in California involving the Company that allege worker misclassification, see Note 15, "Commitments and Contingencies—Litigation", we and our franchisees could face significant liability and could be required to modify certain business relationships, either of which could materially and adversely impact our financial condition and results of operations. There also are changing employment-related regulatory interpretations at both the federal and state levels that could create risks around historic practices and that could require changes in ~~business practices, both for us and our franchisees.~~this report.

Item 4. Mine Safety Disclosures.

None.

Information about our Executive Officers

The following provides information regarding individuals who served as executive officers of Realogy Group and Realogy Holdings at February 21, 2020. The age of each individual indicated below is as of February 21, 2020.

Ryan M. Schneider, 50, has served as our Chief Executive Officer and President since December 31, 2017 and as a director since October 20, 2017. From October 23, 2017 until his appointment as our CEO and President, Mr. Schneider served as the Company’s President and Chief Operating Officer. Prior to joining the Company, Mr. Schneider served as President, Card of Capital One Financial Corporation (“Capital One”), a financial holding company, from December 2007 to November 2016 where he was responsible for all of Capital One’s consumer and small business credit card lines of business in the United States, the United Kingdom and Canada. Mr. Schneider held a variety of other positions within Capital One from December 2001 to December 2007, including Executive Vice President and President, Auto Finance and Executive Vice President, U.S. Card. From November 2016 until April 2017, he served as Senior Advisor to Capital One.

Donald J. Casey, 58, has served as the President and Chief Executive Officer of Realogy Title Group LLC (formerly known as Title Resource Group LLC) since April 2002. From 1995 until April 2002, he served as Senior Vice President, Brands of PHH Mortgage. From 1993 to 1995, Mr. Casey served as Vice President, Government Operations of Cendant Mortgage. From 1989 to 1993, Mr. Casey served as a secondary marketing analyst for PHH Mortgage Services (prior to its acquisition by Cendant).

David L. Gordon, 58, has served as our Executive Vice President and Chief Technology Officer since January 2018. From March 2015 to January 2018, Mr. Gordon served as Executive Vice President, U.S. Chief Technology and Operations Officer for Bank of Montreal (BMO) Financial Group, a diversified financial services provider based in North America. From June 2013 to March 2015, Mr. Gordon served in multiple officer roles at Promontory Financial Group, a global financial services consulting firm and wholly-owned subsidiary of IBM, including Chief Administrative Officer and Chief Technology Officer. For 12 years prior thereto, Mr. Gordon held several leadership positions at Capital One Financial Services, a financial holding company, most recently as Senior Vice President, IT Operations from March 2012 to March 2013.

3752

M. Ryan Gorman, 41, has served as the President and Chief Executive Officer of Realogy Brokerage Group LLC (formerly known as NRT LLC) since January 2018 and as CEO of Coldwell Banker (both company owned and franchised brokerages) since January 2020. Previously he served as the Chief Strategy & Operating Officer of NRT LLC from September 2016 to January 2018. From May 2012 to September 2016, Mr. Gorman served at NRT’s Senior Vice President, Strategic Operations and from November 2007 to May 2012 he served as the Company’s Head of Strategic Development. From October 2004 to November 2007, Mr. Gorman served as the Head of Strategic Development of TRG (formerly known as Cendant Settlement Services Group). Before joining the Company, he held advisory and principal investment roles with PricewaterhouseCoopers, Credit Suisse and The Blackstone Group.

Timothy B. Gustavson, 51, has served as our Chief Accounting Officer, Controller and Senior Vice President for Realogy since March 2015. In addition to this role, from November 2018 to March 2019, Mr. Gustavson served as our as Interim Chief Financial Officer and Treasurer. From 2008 until March 2015, he served as our Assistant Corporate Controller and Vice President of Finance. Mr. Gustavson joined Realogy in 2006 as Vice President of External Reporting and prior to Realogy, Mr. Gustavson spent 16 years in public accounting with the KPMG audit practice. Mr. Gustavson is a certified public accountant.

Katrina Helmkamp, 54, has served as the President and Chief Executive Officer of Cartus Corporation since July 2018. Prior to Realogy, Ms. Helmkamp served as Chief Executive Officer of Lenox Corporation, a market leader in quality tabletop and giftware, from November 2016 to June 2018. From 2015 to 2016, she acted as a consultant, primarily working with private equity firms. From 2010 to 2014, she was Chief Executive Officer of SVP Worldwide, the global leader in consumer sewing machines. From 2007 to 2010, she led teams at Whirlpool Corporation as Vice President, Global Refrigeration, and then Senior Vice President, North America Product. From 2005 to 2007, Ms. Helmkamp held leadership roles at ServiceMaster, including as President of Terminix. In addition to her executive experience, she was a partner for six years at The Boston Consulting Group, from 1998 to 2004.

Sunita Holzer, 58, has served as our Executive Vice President and Chief Human Resources Officer ("CHRO") since March 2015. Prior to Realogy, Ms. Holzer served as Executive Vice President and CHRO for Computer Sciences Corporation from 2012 to 2014, where she had oversight of global human resources for 80,000 employees across 60 countries. Ms. Holzer also was Executive Vice President and CHRO at Chubb Insurance from 2003 to 2012. Prior to her tenure at Chubb Insurance, Ms. Holzer held executive HR roles at GE Capital, American Express and American International Group.

John W. Peyton, 52, has served as the Chief Executive Officer of Realogy Franchise Group since April 2017 after serving as Chief Operating Officer and President of Realogy Franchise Group from October 2016. Previously, he served as a senior executive with Starwood Hotels & Resorts Worldwide Inc., a leading hotel and leisure company, for 17 years, most recently as its Chief Marketing Officer from 2014 to September 2016 and as its Senior Vice President of Global Initiatives from 2012 to 2014, where he directed the implementation of key strategic company priorities around the world, including supply chain and revenue management initiatives.

Charlotte Simonelli, 48, has served as our Executive Vice President, Chief Financial Officer and Treasurer since March 2019. Immediately prior to joining Realogy, Ms. Simonelli was employed by Johnson & Johnson as Vice President and Chief Financial Officer, Medical Devices from September 2017 and, prior thereto, as Vice President and Chief Financial Officer, Enterprise Supply Chain from January 2016. Previously, she held various finance roles in large multi-brand global organizations, including Reckitt Benckiser Inc. (a multinational consumer goods company), Kraft Foods Inc. (now Mondelez International Inc.), and PepsiCo, Inc. Ms. Simonelli served at Reckitt Benckiser from 2011 to 2015, including in the roles of Vice President, Finance, North America (from July 2014 to September 2015), Senior Vice President, Finance, ENA (a territory that included Europe and North America) from January 2012 to July 2014 and Senior Vice President, Finance, NAA (a territory that included North America, Australia and New Zealand) from April 2011 to December 2011. Ms. Simonelli began her career at Unilever US, Inc., focused on financial planning and analysis.

Marilyn J. Wasser, 64, has served as our Executive Vice President, General Counsel and Corporate Secretary since May 10, 2007. From May 2005 until May 2007, Ms. Wasser was Executive Vice President, General Counsel and Corporate Secretary for Telcordia Technologies, a provider of telecommunications software and services. From 1983 until 2005, Ms. Wasser served in several positions of increasing responsibility with AT&T Corporation and AT&T Wireless Services, ultimately serving as Executive Vice President, Associate General Counsel and Corporate Secretary of AT&T Wireless Services from September 2002 to February 2005 and immediately prior thereto, from 1995 until 2002, as Executive Vice President, Law, Corporate Secretary and Chief Compliance Officer of AT&T.

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PART II


~~Item 5.~~	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~Market Price of Common Stock~~

Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "RLGY". As of February 21, ~~2017,~~2020, the number of stockholders of record was ~~23. The following table sets forth the quarterly high and low sales prices per share of RLGY common stock as reported by the NYSE, for the years ended December 31, 2015 and 2016:~~

2015 2016
High Low High Low
First Quarter $ 49.32
$ 42.23
$ 36.46
$ 27.98
Second Quarter $ 49.69
$ 44.80
$ 37.33
$ 27.43
Third Quarter $ 49.75
$ 36.97
$ 31.48
$ 25.39
Fourth Quarter $ 43.51
$ 35.96
$ 27.30
$ 21.43

~~Dividend Policy~~

In August 2016, the Company’s Board of Directors approved the initiation of a quarterly cash dividend policy of $0.09 per share and paid cash dividends in August and December 2016, returning a total of $26 million to stockholders in cash dividends.

~~Pursuant to the Company’s policy, the dividends payable in cash are treated as a reduction of additional paid-in capital since the Company is currently in a retained deficit position.~~

The declaration and payment of any future dividend will be subject to the discretion of the Board of Directors and will depend on a variety of factors, including the Company’s financial condition and results of operations, contractual restrictions, including restrictive covenants contained in the Company’s credit agreements, and the indentures governing the Company’s outstanding debt securities, capital requirements and other factors that the Board of Directors deems relevant. Because Realogy Holdings is a holding company and has no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. ~~Our title insurance underwriter is subject to regulations that limit its ability to pay dividends or make loans or advances to us, principally to protect policyholders.~~ Under Delaware law, dividends may be payable only out of surplus, which is our net assets minus our liabilities and our capital or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. As a result, we may not pay dividends according to our policy or at all if, among other things, we do not have sufficient cash to pay the intended dividends, if our financial performance does not achieve expected results or the terms of our indebtedness prohibit it.38.

Share Repurchase Program

~~In February 2016,~~The Company did not repurchase common stock during the quarter ended December 31, 2019. The Company expects to prioritize investing in its business and reducing indebtedness. See "Item 7.—Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources" for additional information.

Shares of common stock repurchased by the Company pursuant to authorizations made from its Board of Directors are retired and not displayed separately as treasury stock on the consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in-capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares.

Although, as of December 31, 2019, $204 million remained available for repurchase under share repurchase programs previously authorized by the Company's Board of Directors ~~authorized a share repurchase program of up to $275 million of~~ the ~~Company’s common stock. On February 23, 2017, our Board authorized a new share repurchase program of up to $300 million of~~Company is prohibited from repurchasing shares under such programs under the indenture governing the 9.375% Senior Notes until the Company's ~~common stock, which is in addition~~consolidated leverage ratio falls below 4.00 to 1.00 and then only to the ~~$61 million remaining authorization at that date~~extent of available cumulative credit, as defined under the ~~initial share~~indenture governing the 9.375% Senior Notes. Accordingly, the Company suspended repurchases in February 2019. The repurchase ~~program. As with the initial program, repurchases~~programs have no time limit and may be discontinued at any time. Repurchases under ~~the new program~~these programs may be made at management's discretion from time to time on the open market, pursuant to Rule 10b5-1 trading plans or through privately negotiated transactions. The size and timing of ~~these~~any future repurchases (if any), subject to the limitation noted above, will depend on price, market and economic conditions, legal and contractual requirements and other factors. ~~Similarly,~~

Dividends

In early November 2019, the ~~new repurchase program has no time limit and may be suspended or~~Company's Board of Directors discontinued atthe Company's quarterly dividend. The Company does not anticipate paying any ~~time. All of the repurchased~~dividends on its common stock ~~has been retired. The following table sets forth information relating to repurchase of shares of our common stock during the quarter ended December 31, 2016:~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
November 1-30, 2016 952,182
$24.19 952,182
$ 118,371,267
December 1-31, 2016 * 1,620,364
$25.90 1,620,364
$ 76,403,839

~~_______________~~


~~(*)~~	~~Includes 153,738 of shares purchased for which the trade date occurred in late December 2016 while settlement occurred in January 2017.~~

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During the period January 1, 2017 through February 23, 2017, we repurchased an additional 0.6 million shares at a weighted average market price of $26.23. As of February 23, 2017, we currently have $61 million of remaining availability under our February 2016 program. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors. Repurchases may be conducted in the ~~open market or in privately negotiated transactions.~~foreseeable future.

Stock Performance Graph

The stock performance graph set forth below is not deemed filed with the Securities and Exchange Commission and shall not be deemed incorporated by reference into any of our prior or future filings made with the Securities and Exchange Commission.

The following graph ~~compares Realogy's cumulative total shareholder return with~~assumes a $100 investment on December 31, 2014, and reinvestment of all dividends, in each of the ~~cumulative total return of~~Company’s common stock, the S&P 500 index, the S&P MidCap 400 index and the S&P Home Builders Select Industry ~~Index~~index, or XHB ~~Index. We have included the XHB~~ Index ~~because it provides~~(which includes a diversified group of holdings representing home building, building products, home furnishings and home ~~appliances, which we believe correlate with the housing industry as a whole.~~appliances). A portion of our ~~2015~~2017, 2018 and ~~2016~~2019 long-term incentive compensation awards are ~~also~~ tied to the relative performance of our total stockholder return as compared to ~~that index~~the S&P MidCap 400 or XHB Index over the three-year period ending December 31, ~~2017~~2019, December 31, 2020 and December 31, ~~2018,~~2021, respectively. The cumulative total shareholder return for the index as well as the XHB Index includes the reinvestment of dividends. The graph assumes that the value of the investment in the Company's common shares, the index and the peer group was $100 on October 11, 2012 and updates the value through December 31, 2016.

Cumulative Total Return
October 11, 2012 December 31, 2012 December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016
Realogy Holdings Corp. $ 100.00
$ 122.69
$ 144.65
$ 130.09
$ 107.22
$ 75.77
SPDR S&P Homebuilders ETF (XHB) index $ 100.00
$ 107.42
$ 117.51
$ 130.94
$ 142.13
$ 129.64
S&P 500 $ 100.00
$ 100.07
$ 132.48
$ 150.62
$ 152.70
$ 170.96
54

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Cumulative Total Return
	December 31,
	2014		2015		2016		2017		2018		2019
Realogy Holdings Corp.	$	100.00	$	82.42	$	58.24	$	60.72	$	34.20	$	23.30
SPDR S&P Homebuilders ETF (XHB) index	$	100.00	$	108.55	$	99.00	$	171.62	$	116.27	$	175.33
S&P MidCap 400 index	$	100.00	$	97.82	$	118.11	$	137.30	$	122.08	$	154.07
S&P 500 index	$	100.00	$	101.38	$	113.51	$	138.29	$	132.23	$	173.86

Item 6. Selected Financial Data.

The following table presents our selected historical consolidated financial data and operating statistics. The consolidated statement of operations data for the years ended December 31, ~~2016~~, ~~2015~~,2019, 2018, and ~~2014~~2017 and the consolidated balance sheet data as of December 31, ~~2016~~2019 and ~~2015~~2018 have been derived from our audited consolidated financial statements included elsewhere herein. The statement of operations data for the year ended December 31, ~~2013~~2016 and ~~2012~~2015 and the consolidated balance sheet data as of December 31, ~~2014~~, ~~2013~~2017, 2016 and ~~2012~~2015 have been derived from our consolidated financial statements not included elsewhere herein.

In November 2019, the Company entered into a Purchase Agreement under which SIRVA will acquire Cartus Relocation Services. As a result, the operating results of Cartus Relocation Services in the table below are presented as discontinued operations for all periods. See Note 3, "Discontinued Operations", to the Company's Consolidated Financial Statements included in this Annual Report for additional information about discontinued operations.

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 and results of operations of Realogy Holdings, Realogy Intermediate and Realogy Group are the same.

The selected historical consolidated financial data and operating statistics presented below should be read in conjunction with our annual consolidated financial statements and accompanying notes and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere herein. Our annual consolidated financial information may not be indicative of our future performance.

As of or for the Year Ended December 31,
2016 2015 2014 2013 2012
(In millions, except per share data and operating statistics)
Statement of Operations Data:
Net revenue $ 5,810
$ 5,706
$ 5,328
$ 5,289
$ 4,672
Total expenses 5,461
5,424
5,103
5,114
5,235
Income (loss) before income taxes, equity in earnings and noncontrolling interests 349
282
225
175
(563 )
Income tax expense (benefit) (a) 144
110
87
(242 ) 39
Equity in earnings of unconsolidated entities (12 ) (16 ) (9 ) (26 ) (62 )
Net income (loss) 217
188
147
443
(540 )
Less: Net income attributable to noncontrolling interests (4 ) (4 ) (4 ) (5 ) (3 )
Net income (loss) attributable to Realogy Holdings and Realogy Group $ 213
$ 184
$ 143
$ 438
$ (543 )

Earnings (loss) per share attributable to Realogy Holdings:
Basic earnings (loss) per share $ 1.47
$ 1.26
$ 0.98
$ 3.01
$ (14.41 )
Diluted earnings (loss) per share $ 1.46
$ 1.24
$ 0.97
$ 2.99
$ (14.41 )
Weighted average common and common equivalent shares used in:
Basic 144.5
146.5
146.0
145.4
37.7
Diluted 145.8
148.1
147.2
146.6
37.7
Balance Sheet Data:
Cash and cash equivalents $ 274
$ 415
$ 313
$ 236
$ 376
Securitization assets (b) 238
281
286
268
299
Total assets 7,421
7,531
7,304
7,092
7,350
Securitization obligations 205
247
269
252
261
Long-term debt, including short-term portion 3,507
3,702
3,855
3,857
4,325
Equity 2,469
2,422
2,183
2,013
1,519

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	As of or for the Year Ended December 31,
	2019		2018		2017		2016		2015
	(In millions, except per share data and operating statistics)
Statement of Operations Data:
Net revenue	$	5,598	$	5,782	$	5,810	$	5,481	$	5,373
Total expenses	5,756		5,565		5,466		5,152		5,111
(Loss) income from continuing operations before income taxes, equity in (earnings) losses and noncontrolling interests	(158)		217		344		329		262
Income tax (benefit) expense from continuing operations (a)	(22)		67		(66)		134		103
Equity in (earnings) losses of unconsolidated entities	(18)		4		(18)		(12)		(16)
Net (loss) income from continuing operations	(118)		146		428		207		175
Net (loss) income from discontinued operations	(67)		(6)		6		10		13
Net (loss) income	(185)		140		434		217		188
Less: Net income attributable to noncontrolling interests	(3)		(3)		(3)		(4)		(4)
Net (loss) income attributable to Realogy Holdings and Realogy Group	$	(188)	$	137	$	431	$	213	$	184

Basic (loss) earnings per share attributable to Realogy Holdings shareholders:
Basic (loss) earnings per share from continuing operations	$	(1.06)	$	1.15	$	3.11	$	1.40	$	1.17
Basic (loss) earnings per share from discontinued operations	(0.59)		(0.05)		0.04		0.07		0.09
Basic (loss) earnings per share	$	(1.65)	$	1.10	$	3.15	$	1.47	$	1.26

Diluted (loss) earnings per share attributable to Realogy Holdings shareholders:
Diluted (loss) earnings per share from continuing operations	$	(1.06)	$	1.14	$	3.07	$	1.39	$	1.15
Diluted (loss) earnings per share from discontinued operations	(0.59)		(0.05)		0.04		0.07		0.09
Diluted (loss) earnings per share	$	(1.65)	$	1.09	$	3.11	$	1.46	$	1.24

Weighted average common and common equivalent shares used in:
Basic	114.2		124.0		136.7		144.5		146.5
Diluted	114.2		125.3		138.4		145.8		148.1

Cash dividends declared per share (August 2016 through August 2019)	$	0.27	$	0.36	$	0.36	$	0.18	$	—
Balance Sheet Data:
Cash and cash equivalents	$	235	$	203	$	196	$	240	$	391
Total assets	7,543		7,290		7,337		7,421		7,531
Long-term debt, including short-term portion	3,445		3,548		3,348		3,507		3,702
Equity	2,096		2,315		2,622		2,469		2,422
Statement of Cash Flows Data:
Net cash provided by operating activities	$	371	$	394	$	667	$	586	$	588
Net cash used in investing activities	(128)		(91)		(146)		(191)		(211)
Net cash used in financing activities	(215)		(297)		(570)		(534)		(275)

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For the Year Ended December 31,
2016 2015 2014 2013 2012
Operating Statistics:
Real Estate Franchise Services (c) (d)

Closed homesale sides (e) 1,135,344
1,101,333
1,065,339
1,083,424
988,624
Average homesale price (f) $ 272,206
$ 263,894
$ 250,214
$ 233,011
$ 213,575
Average homesale brokerage commission rate (g) 2.50 % 2.51 % 2.52 % 2.54 % 2.54 %
Net effective royalty rate (h) 4.46 % 4.48 % 4.49 % 4.49 % 4.63 %
Royalty per side (i) $ 317
$ 309
$ 296
$ 276
$ 262
Company Owned Real Estate Brokerage Services (d) (j)

Closed homesale sides (e) 335,699
336,744
308,332
316,640
289,409
Average homesale price(f)
$ 489,504
$ 489,673
$ 500,589
$ 471,144
$ 444,638
Average homesale brokerage commission rate (g) 2.46 % 2.46 % 2.47 % 2.50 % 2.49 %
Gross commission income per side (k) $ 12,752
$ 12,730
$ 13,072
$ 12,459
$ 11,826
Relocation Services
Initiations(l)
163,063
167,749
171,210
165,705
158,162
Referrals(m)
87,277
99,531
96,755
91,373
79,327
Title and Settlement Services
Purchasing title and closing units (n) 152,997
130,541
113,074
115,572
105,156
Refinance title and closing units (o) 50,919
38,544
27,529
76,196
89,220
Average fee per closing unit (p) $ 1,875
$ 1,861
$ 1,780
$ 1,504
$ 1,362


	For the Year Ended December 31,
	2019			2018			2017			2016			2015
Operating Statistics:
Realogy Franchise Group (b)
Closed homesale sides (c)	1,061,500			1,103,857			1,144,217			1,135,344			1,101,333
Average homesale price (d)	$	314,769		$	303,750		$	288,929		$	272,206		$	263,894
Average homesale brokerage commission rate (e)	2.47		%	2.48		%	2.50		%	2.50		%	2.51		%
Net royalty per side (f)	$	327		$	323		$	313		$	299		$	294
Realogy Brokerage Group (g)
Closed homesale sides (c)	325,652			336,806			344,446			335,699			336,744
Average homesale price(d)	$	522,282		$	523,426		$	514,685		$	489,504		$	489,673
Average homesale brokerage commission rate (e)	2.41		%	2.43		%	2.44		%	2.46		%	2.46		%
Gross commission income per side (h)	$	13,296		$	13,458		$	13,309		$	12,752		$	12,730
Realogy Title Group
Purchasing title and closing units (i)	146,210			157,228			159,113			152,997			130,541
Refinance title and closing units (j)	26,589			18,495			28,564			50,919			38,544
Average fee per closing unit (k)	$	2,297		$	2,230		$	2,092		$	1,875		$	1,861

_______________


~~(a)~~	For the year ended December 31, 2013, the Company recorded an income tax benefit of $242 million which was primarily due to a $341 million release of the domestic deferred tax valuation allowance, partially offset by income taxes for 2013 income.


~~(b)~~	Represents the portion of relocation receivables and advances and other related assets that collateralize our securitization obligations. Refer to Note 8, "Short and Long-Term Debt" in the consolidated financial statements for further information.


~~(c)~~	~~These amounts include only those relating to third-party franchisees and do not include amounts relating to the Company Owned Real Estate Brokerage Services segment.~~

~~(d)~~

In April 2015, the Company Owned Real Estate Brokerage Services segment acquired Coldwell Banker United, a large franchisee of the Real Estate Franchise Services segment. As a result of the acquisition, the drivers of the acquired entity shifted from the Real Estate Franchise Services segment to the Company Owned Real Estate Brokerage Services segment. Closed homesale sides for the Company Owned Real Estate Brokerage segment included 16,746 sides related to the acquisition of Coldwell Banker United in 2015.


~~(e)~~	~~A closed homesale side represents either the "buy" side or the "sell" side of a homesale transaction.~~


~~(f)~~	~~Represents the average selling price of closed homesale transactions.~~


~~(g)~~	~~Represents the average commission rate earned on either the "buy" side or "sell" side of a homesale transaction.~~

~~(h)~~

Represents the average percentage of our franchisees’ commission income (excluding NRT) paid to the Real Estate Franchise Services segment as a royalty, net of volume incentives achieved. The net effective royalty rate does not include the effect of non-standard incentives granted to certain franchisees. Royalty fees are charged to all franchisees pursuant to the terms of the relevant franchise agreements and are included in each of the real estate brands' franchise disclosure documents. Non-standard incentives may be used as consideration for new or renewing franchisees. Most of our franchisees do not receive these non-standard incentives and in contrast to royalties and volume incentives, they are not homesale transaction based. We have accordingly excluded the non-standard incentives from the calculation of the net effective royalty rate. Had these non-standard incentives been included, the net effective royalty rate would be lower by approximately 23, 21, 18, 16 and 16 basis points for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively.


~~(i)~~	~~Represents net domestic royalties earned from our franchisees (excluding NRT) divided by the total number of our franchisees’ closed homesale sides.~~

~~(j)~~

Our real estate brokerage business has a significant concentration of offices and transactions in geographic regions where home prices are at the higher end of the U.S. real estate market, particularly the east and west coasts. The real estate franchise business has franchised offices that are more widely dispersed across the United States than our real estate brokerage operations. Accordingly, operating results and homesale statistics may differ between our brokerage and franchise businesses based upon geographic presence and the corresponding homesale activity in each geographic region.

(a)The income tax benefit for the year ended December 31, 2017 reflects the impact of the 2017 Tax Act.

(b)These amounts include only those relating to third-party franchisees and do not include amounts relating to Realogy Brokerage Group.

~~Table~~(c)A closed homesale side represents either the "buy" side or the "sell" side of ~~Contents~~a homesale transaction.

(d)Represents the average selling price of closed homesale transactions.

(e)Represents the average commission rate earned on either the "buy" side or "sell" side of a homesale transaction.

(f)Represents domestic royalties earned from our franchisees net of volume incentives achieved and other incentives divided by the total number of our franchisees’ closed homesale sides.

~~(k)~~

~~Represents gross commission income divided by closed homesale sides.~~ ~~Gross commission income includes commissions earned in homesale transactions and certain other activities, primarily leasing and property management transactions.~~

(g)Our real estate brokerage business has a significant concentration of offices and transactions in geographic regions where home prices are at the higher end of the U.S. real estate market, particularly the east and west coasts. The real estate franchise business has franchised offices that are more widely dispersed across the United States than our real estate brokerage operations. Accordingly, operating results and homesale statistics may differ between our brokerage and franchise businesses based upon geographic presence and the corresponding homesale activity in each geographic region.

(h)Represents gross commission income divided by closed homesale sides. Gross commission income includes commissions earned in homesale transactions and certain other activities, primarily leasing and property management transactions.

(i)Represents the number of title and closing units processed as a result of home purchases.

(j)Represents the number of title and closing units processed as a result of homeowners refinancing their home loans.

(k)Represents the average fee we earn on purchase title and refinancing title units.


~~(l)~~	~~Represents the total number of transferees and affinity members served by the relocation services business.~~


~~(m)~~	~~Represents the number of referrals from which we earned revenue from real estate brokers.~~


~~(n)~~	Represents the number of title and closing units processed as a result of home purchases. The amounts presented include 18,930 and 13,304 purchase units as a result of the acquisitions for the year ended December 31, 2016 and 2015, ~~respectively.~~


~~(o)~~	Represents the number of title and closing units processed as a result of homeowners refinancing their home loans. The amounts presented include 4,469 and 3,403 refinance units as a result of the acquisitions for the year ended December 31, 2016 and 2015, ~~respectively.~~


~~(p)~~	~~Represents the average fee we earn on purchase title and refinancing title units.~~

In presenting the financial data above in conformity with general accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported. See "Item 7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies" for a detailed discussion of the accounting policies that we believe require subjective and complex judgments that could potentially affect reported results.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and accompanying notes thereto included elsewhere herein. Unless otherwise noted, all dollar amounts in tables are in millions. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. See "Forward-Looking Statements" and "Item 1A.—Risk Factors" for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results may differ materially from those contained in any forward-looking statements.

RECENT DEVELOPMENTS

~~Debt Transactions~~Entry into a Definitive Agreement to Sell Cartus Relocation Services with Realogy to Retain Realogy Leads Group (including affinity and broker-to-broker business and Realogy Broker Network)

We entered into a definitive Purchase and Sale agreement with a subsidiary of SIRVA, Inc. ("SIRVA") on November 6, 2019 (the "Purchase Agreement"), pursuant to which SIRVA will acquire Cartus Relocation Services, our global employee relocation business. Under the terms of the Purchase Agreement, we will receive $375 million in cash at closing, subject to certain closing adjustments set forth in the Purchase Agreement, and a $25 million deferred payment after the closing of the transaction. SIRVA is a portfolio company of Madison Dearborn Partners (MDP), a leading private equity firm, and the deferred payment will be paid upon the consummation of MDP's monetization of its investment in Cartus Relocation Services or such earlier date determined at the discretion of MDP. The sale of Cartus Relocation Services is expected to close in the next couple of months, subject to the satisfaction or waiver of closing conditions described in the Purchase Agreement. We intend to use the substantial majority of the net proceeds from the transaction to pay down corporate debt.

The transaction does not include Realogy Leads Group. Realogy Leads Group consists of affinity programs (both company- and client-directed) as well as broker-to-broker referrals and the Realogy Broker Network (formerly referred to as the Cartus Broker Network). Referrals generated by Realogy Leads Group are handled by the Realogy Broker Network, a network made up of agents and brokers from Realogy’s residential real estate brands and certain independent real estate brokers. Member brokers of the Realogy Broker Network, including certain franchisees and company owned brokerages, receive referrals in exchange for a referral fee paid to Realogy Leads Group.

Member brokers of the Realogy Broker Network have also historically received referrals from Cartus Relocation Services generated by our relocation clients in exchange for a referral fee (that is reported in the financial results for Cartus Relocation Services). In ~~January 2017,~~connection with the ~~Company completed two debt~~planned sale of Cartus Relocation Services to SIRVA, we will enter into a non-exclusive five-year broker services agreement with SIRVA, pursuant to which Realogy Leads Group could, at the discretion of SIRVA, continue to provide high-quality brokerage services via the Realogy Broker Network to relocation clients of SIRVA. Realogy Leads Group, however, will not receive a referral fee in connection with providing such services.

The assets and liabilities of Cartus Relocation Services are classified as held for sale in the Consolidated Balance Sheets and the results are reported in this Annual Report as discontinued operations. "Net (loss) income from discontinued operations" is reflected on the Consolidated Statements of Operations for all periods presented.

Realogy Leads Group

The Realogy Broker Network has historically been a key contributor to our lead generation strategy, with 99% of the converted leads generated through the network (from Realogy Leads Group and Cartus Relocation Services) being directed to independent sales agents affiliated with our franchisees and company owned brokerages in 2019. As a result of referrals from Realogy Leads Group and Cartus Relocation Services, the Realogy Broker Network closed approximately 78,700 real estate transactions ~~which increased~~in 2019, with approximately 68,400 transactions attributable to affinity programs and broker-to-broker activity, and approximately 10,300 transactions attributable to relocation clients.

Our affinity business is highly-concentrated and our affinity relationships are terminable at any time at the ~~borrowing capacity under~~option of the ~~Revolving Credit Facility from $815 million to $1.05 billion~~client and refinanced the existing Term Loan B to reduce the interest rate by 75 basis points from LIBOR plus 3.00% (with a floor of 0.75%) to LIBOR plus 2.25% (with a floor of 0.75%) and from ABR plus 2.00% to ABR plus 1.25% (with an ABR floor of 1.75%). Based upon our current debt projections for 2017, we expect our cash interest to be approximately $165 million for 2017.

~~Return of Capital to Stockholders~~are non-exclusive.

In ~~February 2016,~~ the ~~Board authorized~~third quarter of 2019, USAA, which had been our largest affinity client, ceased new enrollments in its long-term affinity program with us. In 2019, referrals generated by the USAA affinity program represented a ~~share repurchase program~~significant portion of ~~up to $275 million to enable us to return capital to stockholders while maintaining~~ the ~~flexibility to invest~~78,700 total homesale transactions closed from the Realogy Broker Network. We expect that the discontinuation of the USAA business will result in (1) a material decline in earnings at Realogy Leads Group and (2) a comparable dollar reduction in earnings in the ~~growth of our company through acquisitions or other strategic relationships, market expansion~~aggregate for the Realogy Brokerage Group and innovative technologies. During 2016, we repurchased 7.1 million of our outstanding shares—including 2.6 million shares purchased during the fourth quarter—for an aggregate of $199 million purchased atRealogy Franchise Group as a weighted average market price of $27.96 per share pursuant to this share repurchase program. From January 1, 2017 to February 23, 2017, we repurchased an additional 0.6 million shares under the plan at a weighted average market price of $26.23 per share, reducing the remaining plan balance to $61 million. The Company had approximately 140 million shares of common stock outstanding as of February 21, 2017.

~~On February 23, 2017, the Board authorized a new share repurchase program of up to $300 million~~result of the Company's common stock, which is in addition to the remaining authorization under the initial share repurchase program authorized in February 2016. As with the initial program, repurchases under the new program may be made at management's discretion from time to time on the open market, pursuant to Rule 10b5-1 trading plans or through privately negotiated transactions. The size and timing of these repurchases will depend on price, market and economic conditions, legal and contractual requirements and other factors. Similarly, the new repurchase program has no time limit and may be suspended or discontinued at any time.

During 2016, we also initiated a quarterly cash dividend of $0.09 per share in August 2016 and paid cash dividends in August and December 2016, returning an additional $26 million to stockholders. On February 23, 2017, the Board of Directors declared a quarterly cash dividend of $0.09 per share of the Company's common stock to be paid on March 23, 2017 to stockholders of record as of the close of business on March 9, 2017.

loss

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of the referrals from the USAA affinity program, with most of the impact expected at Realogy Brokerage Group. Approximately 80% of USAA referrals in both 2018 and 2019 were distributed to franchise brokerages affiliated with Realogy Franchise Group and approximately 20% were distributed to Realogy Brokerage Group.

~~New Mortgage Origination Joint Venture~~

~~On February 15, 2017,~~In 2019, we launched our first Realogy-branded affinity program with Realogy Military Rewards, a program for U.S. military personnel, veterans and their families that seeks to provide access to benefits from Realogy that are similar to those offered under the former USAA affinity program.In October 2019, we announced ~~that it and Guaranteed Rate, Inc. (“Guaranteed Rate”) have agreed~~an agreement to ~~form a new joint venture, Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity"),~~create the first-ever real estate benefits program designed for the nearly 38 million AARP members, which is expected to ~~begin doing business~~launch nationally in ~~June 2017. Commencement~~early 2020. The Company expects that significant time and effort and meaningful investment will be required to increase awareness of ~~operations is subject to~~and affinity member participation in these new affinity programs.

Following the ~~closing of an asset purchase agreement under which Guaranteed Rate Affinity will acquire certain assets~~close of the ~~mortgage operations~~planned sale of ~~PHH Home Loans,~~Cartus Relocation Services, we expect to consolidate Realogy Leads Group, including the ~~existing joint venture between~~ Realogy Broker Network, into Realogy Franchise Group.

Facility and ~~PHH Mortgage Corporation, including its four regional centers and employees across~~Operational Efficiencies Program

Beginning in the ~~United States, but not its mortgage assets.~~

~~Guaranteed Rate Affinity will originate and market its mortgage lending services~~first quarter of 2019, we commenced the implementation of a plan to ~~Realogy’s real estate brokerage and relocation subsidiaries~~accelerate our office consolidation to reduce our storefront costs, as well as institute other ~~real estate brokerage and relocation companies across~~operational efficiencies to drive increased profitability. In addition, beginning in the country. Guaranteed Rate will own a controlling 50.1% stake of Guaranteed Rate Affinity and Realogy will own 49.9%. Guaranteed Rate will have responsibility for the oversight of the officers and senior employees of the Company who are designated to manage the Company.

The asset purchase agreement is subject to approval by PHH Corporation’s shareholders and other closing conditions and the movement of employees from the old joint venture to the new joint venture is expected to be completed in a series of phases. The initial phase is expected to occur in June 2017 and the final phase is expected to occur during the fourthfirst quarter of ~~2017. Once these transactions are complete together with~~2019, we commenced a plan to transform and centralize certain aspects of our operational support and drive changes in how we serve our affiliated independent sales agents from a marketing and technology perspective to help such agents be more productive and enable them to make their businesses more profitable. In the ~~monetization~~third quarter, we expanded our operational efficiencies program to focus on workforce optimization. This workforce optimization initiative is focused on consolidating similar or overlapping roles, reducing the number of ~~Realogy's stake~~hierarchical layers and streamlining work and decision making. Separately, we also reduced headcount in the ~~old joint venture, the Company expects to realize approximately $30 million of net cash. There can be no assurance that~~ ~~the asset purchase agreement will be consummated, that Guaranteed Rate Affinity will commence operations~~third quarter in ~~a timely manner or at all~~ ~~or that the Company will receive the cash it expects from~~connection with the wind down of the ~~old joint venture and~~USAA affinity program. Furthermore, at the ~~establishment~~end of ~~the new joint venture~~.

~~NRT Initiatives~~

While NRT has historically compensated its independent sales associates using a traditional model, utilizing elements of other models depending upon the geographic market, we are placing an even greater focus on the quality of our services and the use of financial incentives to strengthen our recruiting and retention of independent sales associates and teams. These actions include a more aggressive strategy to recruit and retain top performing sales associates with the overall goal of sustaining or growing market share in various markets, improving NRT's overall profitability. In addition, there will be an enhanced focus on the value proposition offered to independent sales associate teams. Results of these recruiting efforts are not expected to be realized for at least 9 to 12 months as the benefits from recruiting new independent sales associates relate mainly to new listings, not pending listings. We expect near-term moderate pressure on costs and margin from these initiatives.

~~Business Optimization Initiative~~

~~During the fourth quarter of 2015,~~2019 the Company began a business optimization initiative that focuses on maximizing the efficiency and effectiveness of the cost structure of each of the Company's business units. The action is designed to improve client service levels across each of the business units while enhancing the Company's profitability and incremental margins. The plan focuses on several key areas of opportunityidentified other strategic initiatives which include process improvement efficiencies, office footprint optimization, leveraging technology and media spend, centralized procurement, outsourcing administrative services and organizational design. In the second quarter of 2016, the Company expanded the scope of restructuring activities in order to realign the Company Owned Real Estate Brokerage Services back office administration and support functions across the country. As a result of this realignment, the activities undertaken in connection with the restructuring plan are expected to ~~be largely completed by mid-2017. Total expected restructuring costs~~result in additional operational and facility related efficiencies in 2020.

As of ~~approximately $65 million are currently anticipated to be incurred for this initiative.~~

~~Table of Contents~~

~~The following table reflects the total amount of restructuring costs expected to be incurred for the business optimization initiative by reportable segment:~~

Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred
RFG $ 5
$ 4
$ 1
NRT 40
27
13
Cartus 5
5
—
TRG 1
1
—
Corporate and Other 14
12
2
Total $ 65
$ 49
$ 16

~~Cost~~December 31, 2019, cost savings related to the restructuring ~~initiatives are~~activities were estimated to be approximately ~~$69~~$50 million on an annual run rate basis, with approximately $30 million of ~~which $33 million was~~those cost savings realized in ~~2016~~2019. In addition to the approximately $30 million of cost savings realized from restructuring activities, there were approximately $40 million of additional cost savings initiatives implemented and ~~another $29 million is expected to be~~ realized in ~~2017. The estimated cost~~2019. These costs savings ~~is expected to be realized on an annual run rate basis by each reportable segment as follows: $7 million at RFG, $45 million at NRT, $9 million at Cartus, $4 million at TRG~~partially offset inflation and ~~$4 million at Corporate.~~other costs in 2019.

CURRENT BUSINESS AND INDUSTRY TRENDS

~~During 2016, according~~According to the National Association of Realtors ("NAR"), during 2019, homesale transaction volume increased 8%3% due to ana 3% increase in the ~~number~~average homesale price and flat homesale transactions.

During 2018, the housing market faced challenging conditions that intensified in severity during the last four months of 2018, including reduced affordability, constrained inventory, higher average homesale ~~transactions,~~prices and mortgage rate volatility, as well as a number of other factors, such as personal income tax reform. While we believe that the difficult market environment in late 2018 continued to negatively impact the first half of 2019, we believe that incremental improvement in certain industry fundamentals, in particular declines in average mortgage rates, contributed to improvement in market conditions in the second half of 2019. We believe this is reflected in the 6% increase and 11% increase in homesale ~~price growth. RFG~~transaction volume in the third and ~~NRT~~fourth quarter of 2019 as reported by NAR, respectively, versus the 4% decrease and flat homesale transaction volume in the first and second quarter of 2019 as reported by NAR.

Homesale transaction volume on a combined basis ~~increased~~for Realogy Franchise and Brokerage Groups decreased 1% during 2019 compared to 2018. Homesale transaction volume at Realogy Brokerage Group decreased 4%, as a result of a 3% decrease in existing homesale transactions while the average homesale price remained flat, and homesale transaction volume at our Realogy Franchise Group remained flat, as a result of a 4% decrease in existing homesale transactions offset by a 4% increase in average homesale price.

We believe that while the industry fundamentals in late 2018 described above drove a significant portion of our decline in homesale transaction volume in the first half of 2019, our results after the first quarter of 2019 reflect some of the modest improvements in market conditions described above. However, during 2019, we were also negatively impacted by the intense competitive environment as well as our geographic concentration, in particular for our brokerage operations in California and the New York metropolitan area.

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Specifically, the intensity of competition for the ~~year ended December 31, 2016. At NRT specifically, we have seen~~affiliation of independent sales agents negatively impacted recruitment and retention efforts at both Realogy Franchise and Brokerage Groups. While the ~~slowing~~number of ~~activity at~~independent sales agents affiliated with Realogy Brokerage Group grew approximately 4% in 2019, that gain did not fully offset the ~~high end~~decline in homesale transaction volume driven by the loss of more productive independent sales agents over the same period. Further, the number of independent sales agents in the U.S. affiliated with Realogy Franchise Group (excluding Realogy Brokerage Group) was down approximately 3% in 2019, driven by the competitive environment for independent sales agents as well as franchisee terminations, including the loss of a large high-volume/low-margin franchisee during the second quarter.

These competitive factors drove a loss in our market share for the ~~cumulative impact~~full-year 2019 compared to 2018. This loss of market share ~~attrition, and inventory issues~~contributed to the decline in ~~the mid and lower priced homes in the major markets in which NRT operates. In 2016, NRT average~~ homesale ~~price and number of homesale transactions remained flat. At NRT, sales~~transaction volume at both Realogy Franchise and Brokerage Groups and is expected to continue to adversely impact results.

Our market share is largely dependent on the ~~$2.5 million~~ability of our company owned and ~~higher homesale price points decreased from 19%~~franchised brokerages to recruit and retain independent sales agents, which has been and may continue to be further complicated by competitive models that do not prioritize traditional business objectives. For example, we believe that certain owned-brokerage competitors have investors that have historically allowed the pursuit of ~~total volume~~increases in ~~2015 to 17%~~market share over profitability, which not only exacerbates competition for independent sales agents, but places additional pressure on the share of commission income received by the agent. During 2018 through much of 2019, the business practices of one such competitor in ~~2016.~~

~~Recruitment~~particular had a material adverse impact on recruiting and retention ~~of independent sales associates and independent sales associate teams are critical to the business and financial results of a brokerage, including~~efforts at both our company owned brokerages and ~~those operated by our affiliated franchisees. Most~~certain franchised brands. While we saw signs of a brokerage's real estate listings are sourced through the sphere of influence of their independent sales associates, notwithstanding the growing influence of internet-generated leads. Competition for independent sales associates in our industry is high, has intensified particularly with respect to more productive independent sales associates and has resulted in a decline of our market share at NRT, as well as at RFGreturn to a ~~lesser extent. Competition for independent sales associates is generally subject~~more rational competitive environment in late third quarter 2019, which continued into the fourth quarter of 2019, industry competition continues to ~~numerous factors, including remuneration (such as sales~~be formidable and we expect to experience increased pressure in favor of agents affiliated with our company owned and franchised brokerages on the share of commission ~~percentage and other financial incentives paid to independent sales associates), other expenses charged to independent sales associates, leads or~~income received by such agents. Moreover, the business opportunities generated for the independent sales associate from the brokerage, independent sales associates' perception of the value of the broker's brand affiliation, marketing and advertising effortspractices exhibited by the ~~brokerage, the office manager, staff~~competitor described above could resume and ~~fellow independent sales associates with whom they collaborate daily~~have a further material adverse impact on our company owned and ~~technology, continuing professional education, and other services provided by the brokerage. We believe that the influence~~franchised brokerages.

Inventory. Although inventory levels have shown some signs of ~~independent sales associates and independent sales associate teams has increased~~improvement during the first half of 2019, inventory levels declined during the second half of 2019 compared to 2018. Low housing ~~recovery~~inventory levels continue to be an industry-wide concern, in particular in certain highly sought-after geographies and ~~together~~at lower price points. According to NAR, the inventory of existing homes for sale in the U.S. decreased from 1.5 million as of December 2018 to 1.4 million at the end of December 2019. As a result, inventory has decreased from 3.7 months of supply in December 2018 to 3.0 months as of December 2019. These levels continue to be significantly below the 10-year average of 5.4 months, the 15-year average of 6.1 months and the 25-year average of 5.7 months.

Mortgage Rates. According to Freddie Mac, mortgage rates on commitments for a 30-year, conventional, fixed-rate first mortgage averaged 3.94% for 2019 and 4.54% for 2018. While mortgage rates reached as high as 4.87% in November 2018, rates have moderated during 2019, and on December 31, 2019 were 3.72%, according to Freddie Mac. Increases in mortgage rates adversely impact housing affordability and we have been and could again be negatively impacted by a rising interest rate environment. For example, a rise in mortgage rates could result in decreased homesale transaction volume if potential home sellers choose to stay with their lower mortgage rate rather than sell their home and pay a higher mortgage rate with the ~~increasing competition from other brokerages, has negatively impacted the recruitment and retention~~purchase of ~~independent sales associates and put pressure on commission rate splits. See "Recent Developments" above for the Company's incremental actions that are being undertaken~~another home or, similarly, if potential home buyers choose to ~~address the competition for independent sales associates.~~rent rather than pay higher mortgage rates.

AsAffordability. The fixed housing affordability index, as reported by NAR, ~~the~~decreased from 155 for 2018 to 153 for 2019, which we believe is primarily attributable to lower inventory levels, which have continued to put upward pressure on home prices. A housing affordability ~~index has continued to be at historically favorable levels. An~~ index above 100 signifies that a family earning the median income has sufficient income to purchase a median-priced home, assuming a 20 percent down payment and ability to qualify for a mortgage. ~~The composite housing affordability index was~~ ~~165~~

Recruitment and Retention of Independent Sales Agents; Commission Income. Recruitment and retention of independent sales agents and independent sales agent teams are critical to the business and financial results of a brokerage, including our company owned brokerages and those operated by our affiliated franchisees. Aggressive competition for ~~2016~~independent sales agents and ~~166 for 2015.~~ ~~The housing affordability index remains significantly higher than the average of 127 for the period from 1970 through 2016.~~independent sales agent teams has negatively impacted our company owned and franchised brokerages, in particular with respect to more productive sales agents.

Mortgage rates increased approximately 75 basis points from September 30, 2016 to December 31, 2016, but continue to be at low levels by historical standards. While this increase adversely impacts housing affordability, weWe believe that ~~rising wages, improving consumer confidence~~a variety of factors in recent years have driven intensifying recruitment and ~~a continuation~~retention tactics for independent sales agents in the industry and has increasingly impacted our recruitment and retention of ~~low inventory~~top producing agents. Such factors include increasing competition, increasing levels of commissions paid to agents (including up-front payments and equity), changes in the spending patterns of independent sales agents (as more independent sales agents purchase services from third-parties outside of their affiliated broker) and the growth in independent sales agent teams.

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Competition for ~~the mainstream housing market will result in continued favorable demand conditions and existing homesale volume growth.~~ ~~According to Freddie Mac,~~ mortgage rates on commitments for a 30-year, conventional, fixed-rate first mortgages averaged 4.2% at December, 2016, 3.7% and 3.9% for 2016 and 2015, respectively. To the extent that mortgage rates increase further, consumersproductive agents could continue to have ~~financing alternatives~~a negative impact on our homesale transaction volume and market share and could continue to put upward pressure on the average share of commissions earned by independent sales agents. These competitive market factors also impact our franchisees and such ~~as adjustable rate mortgages~~franchisees have and may continue to seek reduced royalty fee arrangements or ~~shorter term mortgages~~other incentives from us to offset the continued business pressures on such franchisees, which ~~can be utilized~~would result in a reduction in royalty fees paid to ~~obtain a lower mortgage rate than a 30-year fixed-rate mortgage.~~us.

~~Table~~Non-Traditional Market Participants. While real estate brokers using historical real estate brokerage models typically compete for business primarily on the basis of ~~Contents~~

~~Partially offsetting~~services offered, brokerage commission, reputation, utilization of technology and personal contacts, participants pursuing non-traditional methods of marketing real estate may compete in other ways, including companies that employ technologies intended to disrupt historical real estate brokerage models or minimize or eliminate the ~~positive impact of low mortgage rates are low housing inventory levels.~~ ~~According to NAR, the inventory of existing homes for sale~~role traditional brokers and sales agents perform in the ~~U.S. was~~ ~~1.7 million~~ ~~and~~ ~~1.8 million~~ ~~at the end of~~ ~~December 2016~~ ~~and December 2015, respectively. The~~ ~~December 2016~~ ~~inventory represents a national average supply of~~ ~~3.6~~ ~~months at the current homesales pace which~~ ~~is below the 6.1 month 25-year average. Additional factors offsetting the positive impact of low mortgage rate include the ongoing rise in home prices,~~ ~~conservative mortgage underwriting standards and certain homeowners having limited or negative equity in homes.~~ Mortgage credit conditions tightened significantly during the recent housing downturn, with banks limiting credit availability to more creditworthy borrowers and requiring larger down payments, stricter appraisal standards, and more extensive mortgage documentation. Although mortgage credit conditions appear to be easing, mortgages remain less available to some borrowers and it frequently takes longer to close a homesale transaction ~~due~~process.

A growing number of companies are competing in non-traditional ways for a portion of the gross commission income generated by homesale transactions. For example, many iBuying business models seek to disintermediate real estate brokers and independent sales agents from buyers and sellers of homes by reducing brokerage commissions that may be earned on those transactions. In addition, the concentration and market power of the top listing aggregators allow them to monetize their platforms by a variety of actions, including expanding into the brokerage business, charging significant referral fees, charging listing and display fees, diluting the relationship between agents and brokers (and between agents and the consumer), tying referrals to use of their products, consolidating and leveraging data, and engaging in preferential or exclusionary practices to favor or disfavor other industry participants. These actions divert and reduce the earnings of other industry participants, including our company owned and franchised brokerages. Aggregators could intensify their current ~~mortgage~~business tactics or introduce new programs that could be materially disadvantageous to our business and ~~underwriting requirements.~~

Beginning on October 3, 2015, CFPB's new three-day advance closing disclosure rule, known as TILA-RESPA Integrated Disclosure ("TRID"), became effective for new loan applications and was a significant change for the industry. The new regulations caused closing delays throughoutother brokerage participants in the industry ~~including at Realogy for both its company-owned~~and such tactics could further increase pressures on the profitability of our company owned and franchised ~~operations. The National Association~~brokerages and affiliated independent sales agents, reduce our franchisor service revenue and dilute our relationships with our franchisees and our and our franchisees' relationships with affiliated independent sales agents and buyers and sellers of ~~Realtors Economists’ Outlook report published on October 12, 2016 reported that~~homes.

We currently receive meaningful listing fees for our provision of real estate listings and such fees help defray expenses for lead generation and other programs to benefit affiliated agents and franchisees. We do not expect this revenue stream to extend beyond the ~~additional time from contract-to-close for U.S. homesales reached the peak at 5.7 days in December 2015 and has eased to 3.4 days in September 2016.~~

~~RESPA has become a greater challenge in recent years for most industry participants offering settlement services, including mortgage companies, title companies and brokerages,~~first quarter of 2022 because of changes in ~~the regulatory environment. With the passage~~industry practices around syndication and distribution of ~~Dodd-Frank in 2010, primary responsibility for enforcement of RESPA has shifted to the CFPB.~~listings. The CFPB has taken a much stricter approach toward interpretation of RESPA and related regulations than the prior regulatory authority (the Department of Housing and Urban Development) and has significantly increased the use of enforcement proceedings. In the faceloss of this ~~changing regulatory landscape, various industry participants, while disagreeing with the CFPB’s narrow interpretation of RESPA, have nevertheless decided~~revenue, which could occur prior to modify or terminate long-standing business arrangements to avoid the risk of protracted and costly litigation defending such arrangements. While we have made, and may continue to make, changes to our RESPA-related business practices, we do not expect these changes to2022, could have a ~~material impact~~meaningful adverse effect on our ~~operations.~~revenues and earnings.

New Development. Realogy Brokerage Group has relationships with developers, primarily in major cities, in particular New York City, to provide marketing and brokerage services in new developments. New development closings can vary significantly from year to year due to timing matters that are outside of our control, including long cycle times and irregular project completion timing. Accordingly, earnings attributable to this business can fluctuate meaningfully from year to year, impacting both homesale transaction volume and the share of gross commission income we realize on such transactions.

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Existing Homesales

For the year ended December 31, ~~2016,~~2019, NAR existing homesale transactions ~~increased to 5.5~~remained flat at 5.3 million homes ~~or up 4%~~ compared to ~~2015~~2018. For the year ended December 31, ~~2016, RFG and NRT~~2019, homesale transactions on a combined basis ~~increased 2%~~for Realogy Franchise and Brokerage Groups decreased 4% compared to 2015. Our homesale transactions were impacted by a slowing of activity in the high-end markets served by NRT, the cumulative impact of market share attrition and inventory issues in the mid and lower priced homes in many of the markets served by NRT.2018. The annual and quarterly year-over-year trends in homesale transactions are as follows:

Number of Existing Homesales 2014 vs. 2013 2015 vs. 2014 2016 vs. 2015
Industry
NAR (a) (3 )% 6 % 4 %
Fannie Mae (b) (3 )% 6 % 4 %
Realogy
RFG and NRT Combined (2 )% 5 % 2 %
RFG (2 )% 3 % (c) 3 %
NRT (3 )% 9 % (c) — %

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2016 vs. 2015
Number of Existing Homesales First Quarter Second Quarter Third Quarter Fourth Quarter
Industry
NAR (a) 6 % 4 % 1 % 6 %
Fannie Mae (b) 5 % 4 % — % 7 %
Realogy
RFG and NRT Combined 4 % 3 % — % 3 %
RFG 3 % (c) 4 % 1 % 4 %
NRT 7 % (c) (1 )% (4 )% — %

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~~(a)~~	(a) Historical existing homesale data is as ~~of the most recent NAR press release, which is subject to sampling error.~~


~~(b)~~	~~Existing homesale data, on a seasonally adjusted basis, is as of the most recent Fannie Mae press release.~~


~~(c)~~	In April 2015, NRT acquired Coldwell Banker United, a large franchisee of RFG, and as a result the drivers of Coldwell Banker United shifted from RFG to NRT. In addition, NRT homesale sides include transactions from the acquisition of ZipRealty in August 2014. The year-over-year change in homesale sides, excluding the impact of these acquisitions, would have been as follows:

Full Year
2015 vs. 2014 First Quarter
2016 vs. 2015
RFG 5 % 4 %
NRT 2 % 1 %

~~Since the acquisition of Coldwell Banker United occurred during the beginning~~ of the ~~second quarter~~most recent NAR press release, which is subject to sampling error.

(b)Existing homesale data, on a seasonally adjusted basis, is as of ~~2015, it did not impact~~ the ~~comparability of homesale transactions during the second, third and fourth quarters of 2016 compared to the same periods of 2015.~~most recent Fannie Mae press release.

As of their most recent releases, NAR is forecasting existing ~~homesales~~homesale transactions to increase 2%3% in ~~2017~~2020 and ~~another 4%~~1% in ~~2018~~2021 while Fannie Mae is forecasting ~~an increase in~~ existing homesale transactions ofto increase 2% in ~~2017~~2020 and ~~another 2%~~to remain flat in ~~2018.~~2021.

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Existing Homesale Price

In ~~2016,~~2019, NAR existing homesale average price increased 3% compared to 2018. In 2019, average homesale price on a combined basis for Realogy Franchise and Brokerage Groups increased 2% compared to 2018 and consisted of a 4% increase in average homesale price for Realogy Franchise Group and flat average homesale price for Realogy Brokerage Group. Realogy Brokerage Group's geographic concentration and exposure to the high-end of the market plus the associated competitive pressures drove the year-over-year decline in homesale price compared to the same period in 2015, while average homesale price increased 2% on a combined basis for RFG and NRT. The combined average homesale price increase was due to a modest shift in homesale transaction activity from higher-price homes to lower and mid-priced homes across RFG and NRT. Homes at the low to mid-price points are also experiencing continued constrained inventory levels. overall industry. The annual and quarterly year-over-year trends in the price of homes are as follows:

Price of Existing Homes 2014 vs. 2013 2015 vs. 2014 2016 vs. 2015
Industry
NAR (a) 4 % 4 % 4 %
Fannie Mae (b) 6 % 6 % 5 %
Realogy
RFG and NRT Combined 7 % 3 % 2 %
RFG 7 % 5 % (c) 3 %
NRT 6 % (2 )% (c) — %

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2016 vs. 2015
Price of Existing Homes First Quarter Second Quarter Third Quarter Fourth Quarter
Industry
NAR (a) 4 % 3 % 4 % 4 %
Fannie Mae (b) 6 % 5 % 6 % 6 %
Realogy
RFG and NRT Combined 2 % 1 % 2 % 3 %
RFG 3 % (c) 3 % 3 % 4 %
NRT (2 )% (c) (2 )% 1 % 2 %

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~~(a)~~	(a) Historical homesale price data is for existing homesale average price and is as ~~of the most recent NAR press release.~~


~~(b)~~	~~Existing homesale price data is for median price and is as of the most recent Fannie Mae press release.~~

~~(c)~~

In April 2015, NRT acquired Coldwell Banker United, a large franchisee of RFG, and as a result the drivers of Coldwell Banker United shifted from RFG to NRT. In addition, NRT homesale price includes transactions from the acquisition of ZipRealty in August 2014. The acquisition of Coldwell Banker United did not have a significant impact on the average homesale price for RFG. The year-over-year change in average homesale price for NRT, excluding the impact of these acquisitions, would have been as follows:

Full Year
2015 vs. 2014 First Quarter
2016 vs. 2015
NRT 1 % 1 %

~~Since the acquisition of Coldwell Banker United occurred at the beginning~~ of the ~~second quarter of 2015, it did not impact the comparability of average~~most recent NAR press release.

(b) Existing homesale price ~~during~~data is for median price and is as of the ~~second, third and fourth quarters of 2016 compared to the same periods of 2015.~~most recent Fannie Mae press release.

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As of their most recent releases, NAR is forecasting ~~an increase in~~ median existing homesale price ofto increase 4% in ~~2017~~2020 and ~~another~~ 3% in ~~2018~~2021 while Fannie Mae is forecasting ~~a 6%~~median existing homesale price to increase 4% in ~~2017~~2020 and ~~another 4% increase~~3% in ~~2018.~~2021.

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We believe that long-term demand for housing and the growth of our industry are primarily driven by the affordability of housing, the economic health of the U.S. economy, demographic trends such as ~~population growth, the increase~~generational transitions, increases in U.S. household formation, mortgage rate levels and mortgage availability, certain tax benefits, job growth, increases in renters that qualify as homebuyers, the inherent attributes of homeownership versus renting and the ~~influence~~availability of ~~local housing dynamics of supply versus demand.~~ inventory in the consumer's desired location and within the consumer's price range. At this time, ~~most~~certain of these factors are ~~generally~~ trending ~~favorably.~~favorably, such as mortgage rate levels, household formation and job growth. Factors that may negatively affect ~~continued~~ growth in the housing ~~recovery~~industry include:

•continued insufficient inventory levels or stagnant and/or declining home prices;

•a reduction in the affordability of homes;

•higher mortgage rates due to increases in long-term interest rates and increasing down payment requirements as well as reduced availability of mortgage financing;

~~insufficient inventory levels~~•certain provisions of the 2017 Tax Act that directly impact traditional incentives associated with home ownership and may reduce the financial distinction between renting and owning a home, including those that reduce the amount that certain taxpayers would be allowed to deduct for home mortgage interest or state, local and property taxes as well as certain state or local tax reform, such as the "mansion tax" in New York City;

•decelerated or lack of building of new housing for homesales, increased building of new rental properties, or irregular timing of new development closings leading to lower unit ~~sales;~~sales at Realogy Brokerage Group, which has relationships with developers, primarily in major cities, to provide marketing and brokerage services in new developments;

•homeowners retaining their homes for longer periods of time;

•changing attitudes towards home ownership, particularly among potential first-time homebuyers who may delay, or decide not to, purchase ~~homes;~~a home, as well as changing preferences to rent versus purchase a home;

•decreasing consumer confidence in the economy and/or the residential real estate market;

•an increase in potential homebuyers with low credit ratings or inability to afford down payments;

•the impact of limited or negative equity of current homeowners, as well as the lack of available inventory may limit their proclivity to purchase an alternative home;

~~reduced affordability of homes;~~

~~unsustainable~~ •economic ~~recovery~~stagnation or contraction in the U.S. economy;

•weak credit markets and/or ~~a weak recovery resulting~~instability of financial institutions;

•increased levels of unemployment and/or stagnant wage growth in ~~only modest economic growth;~~the U.S.;

•a decline in home ownership levels in the U.S.;

~~geopolitical and economic instability; and~~

•other legislative or regulatory ~~reform,~~reforms, including but not limited to reform that adversely impacts the financing of the U.S. housing market, changes relating to RESPA, potential reform of Fannie Mae and Freddie Mac, immigration reform, and further potential federal, state or ~~amends~~local tax code reform (including, for example, the ~~Internal Revenue Code~~proposed "pied-a-terre tax" in ~~a manner that negatively impacts home ownership~~New York City);

•renewed high levels of foreclosure activity;

•natural disasters, such as ~~reform~~hurricanes, earthquakes, wildfires, mudslides and other events that ~~reduces the amount that certain taxpayers would be allowed to deduct for home mortgage interest.~~disrupt local or regional real estate markets; and

~~Many of the trends impacting our businesses that derive revenue from homesales also impact~~ •geopolitical and economic instability.

Cartus ~~which~~Relocation Services is ~~a global provider of outsourced employee relocation services. In addition to~~impacted by these general residential housing trends ~~key drivers of Cartus are~~as well as global corporate spending on relocation services ~~which has not returned~~(which continue to ~~levels that existed prior~~shift to ~~the most recent recession~~lower cost relocation benefits as corporate clients engage in cost reduction initiatives and/or restructuring programs) and changes in employment relocation trends. ~~Cartus is subject to a competitive pricing environment and lower average revenue per relocation as a result~~

Table of ~~a shift in the mix of services and number of services being delivered per move. These factors have and may continue to put pressure on the growth and profitability of this segment.~~Contents

KEY DRIVERS OF OUR BUSINESSES

Within ~~RFG~~Realogy Franchise and ~~NRT,~~Brokerage Groups, we measure operating performance using the following key operating ~~statistics:~~metrics: (i) closed homesale sides, which represents either the "buy" side or the "sell" side of a homesale transaction, (ii) average homesale price, which represents the average selling price of closed homesale transactions, and (iii) average homesale broker commission rate, which represents the average commission rate earned on either the "buy" side or "sell" side of a homesale transaction.

For ~~RFG,~~Realogy Franchise Group, we also use net ~~effective~~ royalty ~~rate,~~per side, which represents the ~~average percentage of our franchisees’ commission revenues payable~~royalty payment to ~~RFG, net of volume incentives achieved.~~

~~From 2007 through December 2013, the average~~Realogy Franchise Group for each homesale ~~broker commission rate remained fairly stable; however, over the last several years we experienced a modest decline in the~~transaction side taking into account royalty rates, average broker commission ~~rate.~~rates, volume incentives achieved and other incentives. We ~~expect that over~~utilize net royalty per side as it includes the ~~long term the average brokerage commission rates could modestly decline as a result~~impact of ~~increases~~changes in average homesale ~~prices and, to a lesser extent, competitors providing fewer services for a reduced fee. This is particularly relevant in periods when there is constrained housing inventory.~~ ~~A continuing housing recovery should result in an increase in our revenues, although such increases could be offset by modestly declining brokerage commission rates and competitive pressures.~~

In general, most of our third-party franchisees are entitled to volume incentives which are calculated for each franchisee as a progressive percentage of each franchisee's annual gross income. These incentives decrease during times of declining homesale transaction volumes and increase during market recoveries when there is a corresponding increase in homesale transaction volume. We expect that over the long term, the net effective royalty rate will modestly decline as a result of increases in homesale transaction volume, consolidation of our franchisees and market pressures. In addition, several of our

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~~larger franchisees have a flat royalty rate, which will modestly reduce the Company's net effective royalty rate if their homesale transaction volume increases.~~

Royalty fees are charged to all franchisees pursuant to the terms of the relevant franchise agreements and are included in each of the real estate brands' franchise disclosure documents. Non-standard incentives may be used as consideration for new or renewing franchisees. Most of our franchisees do not receive these non-standard incentives and, in contrast to royalties and volume incentives, they are not homesale transaction based. We have accordingly excluded the non-standard incentives from the calculation of the net effective royalty rate. Had these non-standard incentives been included, the net effective royalty rate would be lower by approximately 23, 21 and 18 basis points for the years ended ~~December 31, 2016~~, 2015 and 2014, respectively. We expect that the trend of increasing non-standard incentives by 3 to 4 basis points a year will continue in the future in order to attract and retain certain large franchisees.

NRT has a significant concentration of real estate brokerage offices and transactions in geographic regions where home prices are at the higher end of the U.S. real estate market, particularly the east and west coasts, while RFG has franchised offices that are more widely dispersed across the United States. Accordingly, operating results and homesale statistics may differ between NRT and RFG based upon geographic presence and the corresponding homesale activity in each geographic region. In addition, the share of commissions earned by sales associates directly impacts the margin earned by NRT. Such share of commissions earned by sales associates varies by region and commission schedules are generally progressive to incentivize sales associates to achieve higher levels of production. We expect that they will continue to be subject to upward pressure because of the increased bargaining power of independent sales associatesprice as well as ~~more aggressive recruitment~~all incentives and represents the royalty revenue impact of each incremental side.

For Realogy Brokerage Group, we also use gross commission income per side, which represents gross commission income divided by closed homesale sides. Gross commission income includes commissions earned in homesale transactions and certain other activities, ~~taken by our competitors.~~

~~As described above under "Current Industry Trends," competition for independent sales associates in our industry has intensified~~primarily leasing and ~~we expect this competition will continue particularly with respect~~property management transactions. Realogy Brokerage Group, as a franchisee of Realogy Franchise Group, pays a royalty fee of approximately 6% per transaction to ~~more productive independent sales associates which has impacted NRT's market share and results of operations, as well as RFG to~~Realogy Franchise Group from the commission earned on a ~~lesser extent. Currently, there are several different compensation models being utilized by~~ real estate ~~brokerages to compensate their independent sales associates.~~transaction. The ~~most common models are as follows: (1) a graduated~~remainder of gross commission ~~plan, sometimes referred to as~~income is split between the ~~"traditional model" where~~broker (Realogy Brokerage Group) and the independent sales ~~associate receives a percentage of~~agent in accordance with their applicable independent contractor agreement (which specifies the brokerage commission that increases as the independent sales associate increases his or her volume of homesale transactions and the brokerage frequently provides independent sales associates with a broad set of support offerings and promotion of properties, (2) a desk rental or 100% plan, where the independent sales associate is entitled to all or nearly allportion of the broker commission and pays the broker on both a monthly and transaction basis for office space, tools, technology and support while also being responsible for the promotion of properties and other items, (3) a capped model, which generally blends aspects of the first two models described herein, and (4) a fixed transaction fee model where the sales associate is entitled to all of the broker commission and pays a fixed fee per homesale transaction and often receives very limited support from the brokerage. Most brokerages focus primarily on one compensation model though some may offer one or more of these models to their sales associates. Increasingly, independent sales associates have affiliated with brokerages that offer fewer servicesbe paid to the independent sales associates, allowing the independent sales associate to retain a greater percentage of the commission. However, there are long-term trade-offs in the level of support independent sales associates receive in areas such as marketing, technology and professional education.

While NRT has historically compensated its independent sales associates using a traditional model, utilizing elements of other models depending upon the geographic market, we are placing an even greater focus on the quality of our services and use of financial incentives to strengthen our recruiting and retention of independent sales associates and teams. These actions include a more aggressive strategy to recruit and retain top performing sales associates with the overall goal of sustaining or growing market share in various markets, improving NRT's overall profitability. In addition, there will be an enhanced focus on the value proposition offered to independent sales associate teams. Results of these recruiting efforts are not expected to be realized for at least 9 to 12 months as the benefits from recruiting new independent sales associates relate mainly to new listings, not pending listings. We expect near-term moderate pressure on costs and margin from these initiatives.

~~Within Cartus, we measure operating performance using the following key operating statistics: (i) initiations,~~agent), which ~~represent the total number of new transferees and the total number of real estate closings for affinity members and (ii) referrals,~~varies by agent agreement, which ~~represent the number of referrals from which we earn revenue from real estate brokers.~~varies by agent.

In ~~TRG,~~Realogy Title Group, operating performance is evaluated using the following key metrics: (i) purchase title and closing units, which represent the number of title and closing units we process as a result of home purchases, (ii) refinance title and closing units, which represent the number of title and closing units we process as a result of homeowners refinancing their home loans,

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and (iii) average fee per closing unit, which represents the average fee we earn on purchase title and refinancing title sides. An increase or decrease in homesale transactions will impact the financial results of ~~TRG;~~Realogy Title Group; however, the financial results are not significantly impacted by a change in homesale price. ~~In addition, although~~Although the average mortgage rate ~~continued~~declined in 2019 compared to ~~decline in 2015 and 2016 and refinancing transactions increased as a result,~~2018, we believe that ~~an increase~~increases in mortgage rates in the future ~~will~~would most likely have a negative impact on refinancing title and closing units.

Following the close of the planned sale of Cartus Relocation Services, we expect to consolidate Realogy Leads Group, including the Realogy Broker Network, into Realogy Franchise Group, given its size relative to our other business segments. Realogy Leads Group earned referral fee revenue from 64,910 referrals in 2019 as compared to 68,172 referrals in 2018. Cartus Relocation Services earned referral fee revenue from approximately 15,300 referrals in 2019, of which approximately 10,300 were distributed through the Realogy Broker Network.

The following table presents our drivers for the years ended December 31, 2019, 2018 and 2017. See "Results of Operations" below for a discussion as to how these drivers affected our business for the periods presented.


	Year Ended December 31,								% Change				Year Ended December 31,						% Change
	2019			2018								2018				2017
Realogy Franchise Group (a)
Closed homesale sides	1,061,500			1,103,857			(4)	%	1,103,857				1,144,217				(4)	%
Average homesale price	$	314,769		$	303,750		4	%	$	303,750			$	288,929			5	%
Average homesale broker commission rate	2.47		%	2.48		%	(1)	bps	2.48		%		2.50		%		(2)	bps
Net royalty per side	$	327		$	323		1	%	$	323			$	313			3	%
Realogy Brokerage Group
Closed homesale sides	325,652			336,806			(3)	%	336,806				344,446				(2)	%
Average homesale price	$	522,282		$	523,426		—	%	$	523,426			$	514,685			2	%
Average homesale broker commission rate	2.41		%	2.43		%	(2)	bps	2.43		%		2.44		%		(1)	bps
Gross commission income per side	$	13,296		$	13,458		(1)	%	$	13,458			$	13,309			1	%
Realogy Title Group
Purchase title and closing units	146,210			157,228			(7)	%	157,228				159,113				(1)	%
Refinance title and closing units	26,589			18,495			44	%	18,495				28,564				(35)	%
Average fee per closing unit	$	2,297		$	2,230		3	%	$	2,230			$	2,092			7	%

_______________

(a)Includes all franchisees except for Realogy Brokerage Group.

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A decline in the number of homesale transactions ~~and~~and/or decline in homesale prices could adversely affect our results of operations by: (i) reducing the royalties we receive from our franchisees, (ii) reducing the commissions our company owned brokerage operations earn, (iii) reducing the demand for our title and settlement services, (iv) reducing the referral fees we earn ~~in our relocation services business,~~from Realogy Leads Group, and (v) increasing the risk of franchisee default due to lower homesale volume. Our results could also be negatively affected by a decline in commission rates charged by brokers or greater commission payments to sales ~~associates.~~agents or by an increase in volume or other incentives paid to franchisees.

~~The following table presents~~Since 2014, we have experienced approximately a one basis point decline in the average homesale broker commission rate each year, which we believe has been largely attributable to increases in average homesale prices (as higher priced homes tend to have a lower broker commission) and, to a lesser extent, competitors providing fewer or similar services for a reduced fee.

Royalty fees are charged to all franchisees pursuant to the terms of the relevant franchise agreements and are included in each of the real estate brands' franchise disclosure documents. Most of our ~~drivers~~third-party franchisees are subject to a 6% royalty rate and entitled to volume incentives, although a royalty fee generally equal to 5% of franchisee commission (capped at a set amount per independent sales agent per year) is applicable to franchisees operating under the "capped fee model" that was launched for our Better Homes and Gardens^® Real Estate franchise business in January 2019. Volume incentives are calculated as a progressive percentage of the applicable franchisee's eligible annual gross commission income and generally result in a net or effective royalty rate ranging from 6% to 3% for the franchisee (prior to taking into account other incentives that may be applicable to the franchisee). Volume incentives increase or decrease as the franchisee's gross commission income generated increases or decreases, respectively. We have the right to adjust the annual volume incentive tables on an annual basis in response to changing market conditions. In addition, certain of our franchisees (including some of our largest franchisees) have a flat royalty rate of less than 6% and are not eligible for volume incentives.

Other incentives may also be used as consideration to attract new franchisees, grow franchisees (including through independent sales agent recruitment) or extend existing franchise agreements, although in contrast to volume incentives, the majority of other incentives are not homesale transaction based.

Transaction volume growth has exceeded royalty revenue growth due primarily to the growth in gross commission income generated by our top 250 franchisees and our increased use of other sales incentives, both of which directly impact royalty revenue. Over the past several years, ~~ended~~ ~~December 31, 2016~~, ~~2015~~our top 250 franchisees have grown faster than our other franchisees through organic growth and ~~2014. See "Results~~market consolidation. If the amount of ~~Operations" below~~gross commission income generated by our top 250 franchisees continues to grow at a quicker pace relative to our other franchisees, we would expect our royalty revenue to continue to increase, but at a slower pace than homesale transaction volume. Likewise, our royalty revenue would continue to increase, but at a slower pace than homesale transaction volume, if the gross commission income generated by all of our franchisees grows faster than the applicable annual volume incentive table increase or if we increase our use of standard volume or other incentives. However, in the event that the gross commission income generated by our franchisees increases as a result of increased transaction volume, we would expect to recognize an increase in overall royalty payments to us.

We face significant competition from other national real estate brokerage brand franchisors for franchisees and we expect that the trend of increasing incentives will continue in the future in order to attract, retain, and help grow certain franchisees. We expect to experience downward pressures on net royalty per side during 2020, largely due to the impact of competitive market factors noted above, continued concentration among our top 250 franchisees, and the impact of affiliated franchisees of our Better Homes and Gardens^® Real Estate brand moving to the "capped fee model" we adopted in 2019.

Realogy Brokerage Group has a significant concentration of real estate brokerage offices and transactions in geographic regions where home prices are at the higher end of the U.S. real estate market, particularly the east and west coasts, while Realogy Franchise Group has franchised offices that are more widely dispersed across the United States. Accordingly, operating results and homesale statistics may differ between Realogy Brokerage Group and Realogy Franchise Group based upon geographic presence and the corresponding homesale activity in each geographic region. In addition, the share of commissions earned by independent sales agents directly impacts the margin earned by Realogy Brokerage Group. Such share of commissions earned by independent sales agents varies by region and commission schedules are generally progressive to incentivize sales agents to achieve higher levels of production. Commission share has been and we expect will continue to be subject to upward pressure in favor of the independent sales agent for a ~~discussion~~variety of factors, including more aggressive recruitment and retention activities taken by us and our competitors as ~~to how these drivers affected our business for the periods presented.~~well as growth in independent sales agent teams.

Year Ended December 31, % Change Year Ended December 31, % Change
2016 2015 2015 2014
RFG (a) (b)
Closed homesale sides 1,135,344
1,101,333
3 % 1,101,333
1,065,339
3 %
Average homesale price $ 272,206
$ 263,894
3 % $ 263,894
$ 250,214
5 %
Average homesale broker commission rate 2.50 % 2.51 % (1) bps
2.51 % 2.52 % (1) bps
Net effective royalty rate 4.46 % 4.48 % (2) bps
4.48 % 4.49 % (1) bps
Royalty per side $ 317
$ 309
3 % $ 309
$ 296
4 %
NRT
Closed homesale sides (c) 335,699
336,744
— % 336,744
308,332
9 %
Average homesale price (d) $ 489,504
$ 489,673
— % $ 489,673
$ 500,589
(2 %)
Average homesale broker commission rate 2.46 % 2.46 % —
2.46 % 2.47 % (1) bps
Gross commission income per side $ 12,752
$ 12,730
— % $ 12,730
$ 13,072
(3 %)
Cartus
Initiations 163,063
167,749
(3 %) 167,749
171,210
(2 %)
Referrals 87,277
99,531
(12 %) 99,531
96,755
3 %
TRG
Purchase title and closing units (e) 152,997
130,541
17 % 130,541
113,074
15 %
Refinance title and closing units (f) 50,919
38,544
32 % 38,544
27,529
40 %
Average fee per closing unit $ 1,875
$ 1,861
1 % $ 1,861
$ 1,780
5 %

~~_______________~~


~~(a)~~	~~Includes all franchisees except for NRT.~~

~~(b)~~

In April 2015, NRT acquired Coldwell Banker United, a large franchisee of RFG. As a result of the acquisition, the drivers of Coldwell Banker United shifted from RFG to NRT. Closed homesale sides for RFG, excluding the impact of the acquisition, would have increased 5% for the year ended December 31, 2015 compared to 2014. The acquisition did not have a significant impact on the change in average homesale price for RFG.


~~(c)~~	Closed homesale sides for NRT, excluding the impact of larger acquisitions with an individual purchase price greater than $20 million, would have increased 2% for the year ended December 31, 2015 compared to 2014.


~~(d)~~	Average homesale price for NRT, excluding the impact of larger acquisitions with an individual purchase price greater than $20 million, would have increased 1% for the year ended December 31, 2015 compared to 2014.


~~(e)~~	~~The amounts presented include 18,930 and 13,304 purchase units as a result of the acquisitions for the year ended December 31, 2016 and 2015~~, ~~respectively.~~


~~(f)~~	~~The amounts presented include 4,469 and 3,403 refinance units as a result of the acquisitions for the year ended December 31, 2016 and 2015~~, ~~respectively.~~

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RESULTS OF OPERATIONS

Discussed below are our consolidated results of operations and the results of operations for each of our reportable segments. The reportable segments presented below represent our ~~operating~~ segments for which separate financial information is available and which is utilized on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segments, we also consider the nature of services provided by our ~~operating~~ segments. Management evaluates the operating results of each of our reportable segments based upon revenue and Operating EBITDA. Operating EBITDA is defined by us as net income (loss) before depreciation and amortization, interest ~~(income)~~ expense, net, ~~(other than relocation services interest for securitization assets and securitization obligations) and~~ income taxes, ~~each~~and other items that are not core to the operating activities of ~~which is presented~~the Company such as restructuring charges, former parent legacy items, gains or losses on ~~our Consolidated Statements~~the early extinguishment of ~~Operations.~~debt, impairments, gains or losses on discontinued operations and gains or losses on the sale of investments or other assets. Our presentation of Operating EBITDA may not be comparable to similarly titled measures used by other companies.

Year Ended December 31, ~~2016~~2019 vs. Year Ended December 31, ~~2015~~2018

Our consolidated results ~~were~~ comprised of the following:


	Year Ended December 31,
	2019		2018		Change
Net revenues	$	5,598	$	5,782	$	(184)
Total expenses	5,756		5,565		191
(Loss) income from continuing operations before income taxes, equity in (earnings) losses and noncontrolling interests	(158)		217		(375)
Income tax (benefit) expense	(22)		67		(89)
Equity in (earnings) losses of unconsolidated entities	(18)		4		(22)
Net (loss) income from continuing operations	(118)		146		(264)
Net loss from discontinued operations	(67)		(6)		(61)
Net (loss) income	(185)		140		(325)
Less: Net income attributable to noncontrolling interests	(3)		(3)		—
Net (loss) income attributable to Realogy Holdings and Realogy Group	$	(188)	$	137	$	(325)

Year Ended December 31,
2016 2015 Change
Net revenues $ 5,810
$ 5,706
$ 104
Total expenses (1) 5,461
5,424
37
Income before income taxes, equity in earnings and noncontrolling interests 349
282
67
Income tax expense 144
110
34
Equity in earnings of unconsolidated entities (12 ) (16 ) 4
Net income 217
188
29
Less: Net income attributable to noncontrolling interests (4 ) (4 ) —
Net income attributable to Realogy Holdings and Realogy Group $ 213
$ 184
$ 29

~~_______________~~

~~(1)~~

Total expenses for the year ended December 31, 2016 includes $39 million of restructuring costs, partially offset by a net benefit of $2 million for former parent legacy items. Total expenses for the year ended December 31, 2015 includes $48 million related to the loss on the early extinguishment of debt and $10 million of restructuring costs, partially offset by a net benefit of $15 million for former parent legacy items.

Net revenues ~~increased $104~~decreased $184 million or 2%3% for the year ended December 31, ~~2016~~2019 compared with the year ended December 31, ~~2015,~~2018 primarily driven by lower homesale transaction volume at Realogy Brokerage Group.

Total expenses increased $191 million or 3% compared to 2018 primarily due to:

•impairments of $249 million including a goodwill impairment charge of $237 million during the third quarter of 2019 which reduced the net carrying value of Realogy Brokerage Group by $180 million after accounting for the related income tax benefit of $57 million (see Note 20, "Selected Quarterly Financial Data", for additional information), and $12 million of other impairment charges primarily related to lease asset impairments;

•a $60 million net increase in interest expense primarily due to a $35 million net expense related to our mark-to-market adjustments for our interest rate swaps that resulted in losses of $39 million for the year ended December 31, 2019 compared to losses of $4 million during the same period of 2018, and a $25 million increase in interest expense primarily due to the refinancing of Senior Notes in the first quarter of 2019;

•an increase of $10 million in variable operating costs at Realogy Title Group primarily due to an increase in refinance revenue ~~at TRG~~and underwriter revenue; and

•a $7 million increase in employee-related costs, professional fees and other operating costs.

The expense increases were partially offset by:

•a $126 million decrease in commission and other sales agent-related costs primarily as a result of ~~acquisitions,~~the impact of lower homesale transactions at Realogy Brokerage Group; and

•a $5 million net gain on the early extinguishment of debt during the year ended December 31, 2019 compared to a $7 million loss on the early extinguishment of debt during the year ended December 31, 2018 as a result of the refinancing transactions in February 2018.

Earnings from equity investments were $18 million for the year ended December 31, 2019 compared to losses of $4 million for the year ended December 31, 2018 primarily due to an improvement in earnings of Guaranteed Rate Affinity.

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During the year ended December 31, 2019, we incurred $42 million of restructuring costs primarily related to the Company's restructuring program focused on office consolidation and instituting operational efficiencies to drive profitability. See Note 13, "Restructuring Costs", in the Consolidated Financial Statements for additional information.

The provision for income taxes was a benefit of $22 million for the year ended December 31, 2019 compared to an expense of $67 million for the year ended December 31, 2018. Our effective tax rate was 16% for the year ended December 31, 2019. See Note 12, "Income Taxes", in the Consolidated Financial Statements for additional information and a reconciliation of the Company’s effective income tax rate.

The following table reflects the results of each of our reportable segments during the years ended December 31, 2019 and 2018:


	Revenues (a)					$ Change		% Change		Operating EBITDA							$ Change				% Change		Operating EBITDA Margin		Change
	2019		2018							2019		2018											2019	2018
Realogy Franchise Group	$	803	$	820	(17)	(2)	%	$	535	$	564	(29)	(5)	%			67	%			69	%	(2)
Realogy Brokerage Group	4,409		4,607		(198)	(4)		4		44		(40)	(91)				—				1		(1)
Realogy Title Group	596		580		16	3		68		49		19	39				11				8		3
Realogy Leads Group	83		81		2	2		53		51		2	4				64				63		1
Corporate and Other	(293)		(306)		13	*		(98)		(85)		(13)	*
Total continuing operations	$	5,598	$	5,782	(184)	(3)	%	$	562	$	623	(61)	(10)	%			10	%			11	%	(1)
Contribution from discontinued operations															28				35
Operating EBITDA including discontinued operations															590				658

Less: Depreciation and amortization (b)															169				166
Interest expense, net															249				189
Income tax (benefit) expense															(22)				67
Restructuring costs, net (c)															42				47
Impairments (d)															249				—
Former parent legacy cost, net (e)															1				4
(Gain) loss on the early extinguishment of debt (e)															(5)				7
Adjustments attributable to discontinued operations (f)															95				41
Net (loss) income attributable to Realogy Holdings and Realogy Group															$	(188)			$	137

_______________

* not meaningful

(a)Includes the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by Realogy Brokerage Group of $293 million and $306 million during the years ended December 31, 2019 and 2018, respectively.

(b)Depreciation and amortization for the year ended December 31, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Consolidated Statement of Operations.

(c)Restructuring charges incurred for the year ended December 31, 2019 include $2 million at Realogy Franchise Group, $25 million at Realogy Brokerage Group, $3 million at Realogy Title Group, $2 million at Realogy Leads Group and $10 million at Corporate and Other. Restructuring charges incurred for the year ended December 31, 2018 include $3 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $3 million at Corporate and Other.

(d)Impairments for the year ended December 31, 2019 includes a goodwill impairment charge of $237 million during the third quarter which reduced the net carrying value of Realogy Brokerage Group by $180 million after accounting for the related income tax benefit of $57 million and $12 million of other impairment charges primarily related to lease asset impairments.

(e)Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. During the year ended December 31, 2019, the Company recorded a gain on the early extinguishment of debt of $5 million which consisted of a $10 million gain as a result of the repurchase of Senior Notes completed in the third quarter of 2019, partially offset by a $5 million loss as a result of the refinancing transactions in the first quarter of 2019.

(f)Includes depreciation and amortization, interest expense, income tax and restructuring charges related to discontinued operations for the years ended December 31, 2019 and 2018. In addition, the 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.

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As described in the aforementioned table, Operating EBITDA margin for "Total continuing operations" expressed as a percentage of revenues decreased 1 percentage point to 10% from 11% for the year ended December 31, 2019 compared to 2018. On a segment basis, Realogy Franchise Group's margin decreased 2 percentage points to 67% from 69% primarily due to a decrease in royalty revenues. Realogy Brokerage Group's margin decreased 1 percentage point to zero from 1% primarily due to lower transaction volume during 2019 compared to 2018. Realogy Title Group's margin increased 3 percentage points to 11% from 8% for the year ended December 31, 2019 compared to 2018 primarily as a result of improved earnings from equity method investments. Realogy Leads Group's margin increased 1 percentage point to 64% from 63% primarily due to higher average fees partially offset by a reduction in referrals, primarily attributable to the discontinuation of the USAA affinity program which ceased new enrollments in the third quarter of 2019.

Corporate and Other Operating EBITDA for the year ended December 31, 2019 declined $13 million to negative $98 million primarily due to an increase in employee-related costs, professional fees and other costs.

Realogy Franchise and Brokerage Groups on a Combined Basis

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. The Operating EBITDA margin for the combined segments decreased 1% percentage point from 12% to 11% primarily due to lower transaction volume during the year ended December 31, 2019 compared to 2018:


	Revenues						Change		% Change		Operating EBITDA						Change		% Change		Operating EBITDA Margin		Change
	2019		2018								2019		2018								2019	2018
Realogy Franchise Group (a)	$	510	$	514	$	(4)	(1)	%	$	242	$	258	$	(16)	(6)	%	47	%	50	%	(3)
Realogy Brokerage Group (a)	4,409		4,607		(198)		(4)		297		350		(53)		(15)		7		8		(1)
Realogy Franchise and Brokerage Groups Combined	$	4,919	$	5,121	$	(202)	(4)	%	$	539	$	608	$	(69)	(11)	%	11	%	12	%	(1)

_______________

(a)The segment numbers noted above do not reflect the impact of intercompany royalties and marketing fees paid by Realogy Brokerage Group to Realogy Franchise Group of $293 million and $306 million during the years ended December 31, 2019 and 2018, respectively.

Realogy Franchise Group

Revenues decreased $17 million to $803 million and Operating EBITDA decreased $29 million to $535 million for the year ended December 31, 2019 compared with 2018.

Revenues decreased $17 million primarily as a result of:

•a $13 million decrease in intercompany royalties received from Realogy Brokerage Group;

•an $8 million decrease in third-party domestic franchisee royalty revenue primarily due to flat homesale transaction volume with an increase in the number of transactions closed by our top 250 franchisees, the impact of the "capped fee model" that was launched for our Better Homes and Gardens® Real Estate franchise business in January 2019 and a decrease in the average broker commission rate;

•a $6 million decrease in other revenue primarily related to preferred alliance; and

•a $2 million decrease in international royalties;

partially offset by a $3 million increase in international area development fee revenue as a result of contract terminations of non-performing master franchisors.

Registration revenue and brand marketing fund revenue increased $9 million and related expenses increased $11 million, primarily due to the level and timing of advertising spending and conferences including the RGX event during 2019 compared with 2018.

Realogy Franchise Group revenue includes intercompany royalties received from Realogy Brokerage Group of $282 million and $295 million during the years ended December 31, 2019 and 2018, respectively, which are eliminated in consolidation against the expense reflected in Realogy Brokerage Group's results.

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The $29 million decrease in Operating EBITDA was principally due to the $23 million decrease in royalty revenues, the $6 million decrease in other revenues and the net $2 million of marketing expense discussed above, as well as $3 million higher expense for bad debt and notes reserves, partially offset by a $3 million increase in international area development fee revenue as a result of contract terminations discussed above.

Realogy Brokerage Group

Revenues decreased $198 million to $4,409 million and Operating EBITDA decreased $40 million to $4 million for the year ended December 31, 2019 compared with 2018.

The revenue decrease of $198 million was primarily driven by a 4% decrease in homesale transaction volume at ~~RFG~~Realogy Brokerage Group. Realogy Brokerage Group saw lower transaction volume primarily driven by the competitive environment as well as our geographic concentration.

Operating EBITDA decreased $40 million primarily due to the $198 million decrease in revenues discussed above partially offset by:

•a $126 million decrease in commission expenses paid to independent sales agents from $3,282 million for the year ended December 31, 2018 to $3,156 million for the year ended December 31, 2019. Commission expense decreased primarily as a result of the impact of lower homesale transaction volume as discussed above;

•a $19 million decrease in other costs including occupancy costs, employee-related costs and other operating costs; and

•a $13 million decrease in royalties paid to Realogy Franchise Group from $295 million for the year ended December 31, 2018 to $282 million in 2019.

Realogy Title Group

Revenues increased $16 million to $596 million and Operating EBITDA increased $19 million to $68 million for the year ended December 31, 2019 compared with 2018.

Revenues increased $16 million primarily as a result of a $20 million increase in refinance revenue due to an increase in activity in the refinance market and a $14 million increase in underwriter revenue due to an increase of underwriter premiums as a result of a shift in mix to unaffiliated agents, partially offset by a $17 million decrease in resale revenue due to a decline in purchase transactions.

Operating EBITDA increased $19 million primarily as a result of the $16 million increase in revenue discussed above and a $20 million increase in earnings from equity investments primarily related to Guaranteed Rate Affinity during the year ended December 31, 2019 compared with 2018. These increases were partially offset by an increase of $10 million in operating costs primarily due to an increase in refinance revenue and underwriter revenue with unaffiliated agents where the revenue and expense is recorded on a gross basis and a $7 million increase in employee related and other costs.

Realogy Leads Group

Revenues increased $2 million to $83 million and Operating EBITDA increased $2 million to $53 million for the year ended December 31, 2019 compared with 2018.

Referral revenues increased $2 million driven by higher average fees which was partially offset by lower referral transactions primarily driven by USAA affinity program which ceased new enrollments in the third quarter of 2019. The Company expects that referral revenues for Realogy Leads Group will be materially impacted on a go-forward basis as a result of the discontinuation of the USAA affinity program. See "Recent Developments—Realogy Leads Group" in this Item 7. for additional information.

Operating EBITDA increased $2 million primarily as a result of the $2 million increase in revenues discussed above.

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Year Ended December 31, 2018 vs. Year Ended December 31, 2017

Our consolidated results comprised the following:


	Year Ended December 31,
	2018		2017		Change
Net revenues	$	5,782	$	5,810	$	(28)
Total expenses	5,565		5,466		99
Income from continuing operations before income taxes, equity in losses (earnings) and noncontrolling interests	217		344		(127)
Income tax expense (benefit) (a)	67		(66)		133
Equity in losses (earnings) of unconsolidated entities	4		(18)		22
Net income from continuing operations	146		428		(282)
Net (loss) income from discontinued operations	(6)		6		(12)
Net income	140		434		(294)
Less: Net income attributable to noncontrolling interests	(3)		(3)		—
Net income attributable to Realogy Holdings and Realogy Group	$	137	$	431	$	(294)

_______________

(a)Income tax benefit for the year ended December 31, 2017 reflects the impact of the 2017 Tax Act.

Net revenues decreased $28 million for the year ended December 31, 2018 compared with the year ended December 31, 2017, principally due to a decrease in gross commission income as a result of lower homesale ~~price and number of homesale transactions.~~transaction volume at Realogy Brokerage Group.

Total expenses increased ~~$37~~$99 million or 2% primarily due to:

•a ~~$68~~$52 million increase in commission and other sales agent-related costs due to the impact of initiatives focused on growing and retaining our productive independent sales agent base and a shift in mix in 2018 to lower closing volume in the new development business which typically has lower commission expense compared to traditional brokerage operations, partially offset by lower homesale transaction volume;

•$47 million of restructuring costs for the year ended December 31, 2018 primarily for the Company's restructuring program related to leadership realignment and other restructuring activities compared to $12 million of restructuring costs incurred in 2017 related to the Company's business optimization plan;

•a $32 million net increase in interest expense to $189 million for the year ended December 31, 2018 compared to $157 million for the year ended December 31, 2017 primarily due to an increase in interest expense due to LIBOR rates increases, as well as mark-to-market adjustments for our interest rate swaps that resulted in losses of $4 million for the year ended December 31, 2018 compared to gains of $4 million for the year ended December 31, 2017, and a $2 million write off of financing costs to interest expense as a result of the refinancing transactions in February 2018; and

•a net cost of $4 million for former parent legacy items in 2018 compared to a net benefit of $10 million for former parent legacy items related to the settlement of a Cendant legacy tax matter in 2017.

The expense increases were partially offset by a $31 million decrease in operating and general and administrative expenses primarily driven by:


◦	~~$40 million of additional employee-related costs associated with acquisitions;~~


◦	~~a $39 million increase in variable operating costs at TRG related to higher volume primarily as a result of acquisitions; and~~


◦	~~a $3 million increase in employee-related costs primarily driven by $16 million of salary, benefits and other increases, partially offset by a decrease of $13 million due to lower incentive accruals;~~

•a $35 million decrease in employee related and other operating costs primarily due to lower incentive accruals and cost savings initiatives;

•the absence in 2018 of an $8 million expense related to the transition of the Company's CEO which occurred in 2017; and

•the absence in 2018 of an $8 million expense related to the settlement of the Strader legal matter which occurred in 2017;

partially offset by:


◦	~~the absence in 2016 of $6 million related to certain transaction costs associated with the acquisition of Coldwell Banker United and the settlement of a legal matter in 2015;~~

•a ~~$29~~$22 million increase in ~~restructuring charges related to the Company's business optimization initiative~~costs at Realogy Title Group primarily due to ~~$39 million being incurred in 2016 compared to $10 million in 2015;~~

~~a $15 million~~an increase in ~~marketing expenses mainly due to higher advertising costs at NRT~~underwriter revenue with unaffiliated agents where the revenue and ~~TRG primarily related to acquisitions;~~

expense is recorded on a ~~$14 million increase in commission expenses paid to independent real estate sales associates at NRT;~~gross basis and

~~a $13 million decrease in the net benefit of former parent legacy items as a result of the reduction of a tax liability in 2015.~~

other operating costs.

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~~These increases in total expenses~~Losses from equity investments were ~~partially offset by:~~

~~a $57~~$4 million ~~decrease in interest expense for~~during the year ended December 31, ~~2016 compared~~2018 primarily related to losses from the operations of Guaranteed Rate Affinity. Guaranteed Rate Affinity, which began doing business in August 2017 on a phased-in basis, experienced operational challenges at the joint venture in addition to tight industry margins in a highly competitive industry as well as rising mortgage rates. During the year ended December 31, ~~2015. Before~~2017, the ~~mark-to-market adjustments for our interest rate swaps, interest expense decreased $43~~Company recorded earnings from equity investments of $18 million, which related to ~~$168~~$35 million in ~~2016~~earnings from ~~$211~~the sale of PHH Home Loans LLC's ("PHH Home Loans") assets to Guaranteed Rate Affinity, partially offset by the recognition of $7 million ~~in 2015 as a result of a reduction in total outstanding indebtedness and a lower weighted average interest rate. Mark-to-market adjustments for our interest rate swaps resulted in~~exit costs at PHH Home Loans, losses of $6 million ~~in 2016 compared to losses~~from the continuing operations of ~~$20 million in 2015;~~PHH Home Loans and

~~the absence in 2016 of a $48 million loss on the early extinguishment of debt related to transactions in 2015.~~

~~Equity in earnings of unconsolidated entities declined~~ $4 million ~~primarily due to a $6 million decrease in earnings from PHH Home Loans.~~

~~During~~of costs associated with the ~~fourth quarter~~start up of ~~2015, the Company began a business optimization initiative that focuses on maximizing the efficiency and effectiveness~~operations of the cost structure of each of the Company's business units. The action is designed to improve client service levels across each of the business units while enhancing the Company's profitability and incremental margins. The plan focuses on several key areas of opportunity which include process improvement efficiencies, office footprint optimization, leveraging technology and media spend, centralized procurement, outsourcing administrative services and organizational design. Total expected restructuring costs of approximately $65 million are currently anticipated to be incurred through the end of 2017. The Company incurred restructuring charges of $10 million in the fourth quarter of 2015 and $39 million in 2016 which consisted of personnel-related costs, facility-related costs and other restructuring-related costs. Cost savings related to the restructuring initiatives are estimated to be approximately $69 million on an annual run rate basis and are anticipated to offset some or all of our inflation-related annual cost increases. See Note 11, "Restructuring Costs", in the consolidated financial statements for additional information.Guaranteed Rate Affinity.

The ~~Company's~~ provision for income taxes was ~~$144~~an expense of $67 million for the year ended December 31, ~~2016~~2018 compared to ~~$110~~a benefit of $66 million for the year ended December 31, ~~2015. Our effective~~2017. The income tax ~~rate was 40% and 37%~~benefit for the year ended December 31, ~~2016 and December 31, 2015, respectively. The~~2017 reflects the impact of the 2017 Tax Act. Our effective tax rate was ~~positively impacted~~31% for the year ended December 31, 2018. See Note 10, "Income Taxes", in ~~2016, by a reduction in valuation allowance related to our foreign tax credits, offset by an increase~~the Consolidated Financial Statements in our ~~deferred~~Annual Report on Form 10-K for the year ended December 31, 2018 for additional information and a reconciliation of the Company’s effective income tax liabilities, primarily driven by stock-based compensation shortfalls and changes to U.S. tax legislation and was positively impacted in 2015, primarily by a reduction in our deferred tax liabilities, driven by changes to state tax legislation.rate.

~~Following is a more detailed discussion of~~The following table reflects the results of each of our reportable segments for the years ended December 31, ~~2016~~2018 and ~~2015:~~2017:

Revenues (a) % Change EBITDA (b) % Change Margin
2016 2015 2016 2015 2016 2015 Change
RFG $ 781
$ 755
3 % $ 516
$ 495
4 % 66 % 66 % —
NRT 4,344
4,344
—
137
199
(31 ) 3
5
(2 )
Cartus 405
415
(2 ) 96
105
(9 ) 24
25
(1 )
TRG 573
487
18
62
48
29
11
10
1
Corporate and Other (293 ) (295 ) *
(78 ) (121 ) *

Total Company $ 5,810
$ 5,706
2 % $ 733
$ 726
1 % 13 % 13 % —
Less: Depreciation and amortization 202
201

Interest expense, net 174
231

Income tax expense 144
110

Net income attributable to Realogy Holdings and Realogy Group $ 213
$ 184


	Revenues (a)						$ Change		% Change		Operating EBITDA								$ Change				% Change		Operating EBITDA Margin
	2018		2017								2018		2017												2018	2017	Change
Realogy Franchise Group	$	820	$	830	$	(10)	(1)	%	$	564	$	560	$	4	1	%			69	%			67	%	2
Realogy Brokerage Group	4,607		4,643		(36)		(1)		44		135		(91)		(67)				1				3		(2)
Realogy Title Group	580		570		10		2		49		59		(10)		(17)				8				10		(2)
Realogy Leads Group	81		78		3		4		51		45		6		13				63				58		5
Corporate and Other	(306)		(311)		5		*		(85)		(107)		22		*
Total continuing operations	$	5,782	$	5,810	$	(28)	—	%	$	623	$	692	$	(69)	(10)	%			11	%			12	%	(1)
Contribution from discontinued operations																	35				40
Operating EBITDA including discontinued operations																	658				732

Less: Depreciation and amortization (c)																	166				169
Interest expense, net																	189				157
Income tax expense (benefit) (d)																	67				(66)
Restructuring costs, net (e)																	47				12
Former parent legacy cost (benefit), net (f)																	4				(10)
Loss on the early extinguishment of debt (f)																	7				5
Adjustments attributable to discontinued operations (g)																	41				34
Net income attributable to Realogy Holdings and Realogy Group																	$	137			$	431

_______________

* not meaningful

(a)Includes the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by Realogy Brokerage Group of $306 million and $311 million during the years ended December 31, 2018 and 2017, respectively.


*	~~not meaningful~~


~~(a)~~	Includes the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by NRT of $293 million and $295 million during the year ended December 31, 2016 and 2015, respectively.

~~(b)~~

EBITDA for the year ended December 31, 2016 includes $39 million of restructuring costs, partially offset by a net benefit of $2 million for former parent legacy items. EBITDA for the year ended December 31, 2015 includes $48 million related to the loss on early extinguishment of debt and $10 million of restructuring costs, partially offset by a net benefit of $15 million for former parent legacy items.

(b)Realogy Brokerage Group Operating EBITDA includes $22 million of equity earnings from PHH Home Loans for the year ended December 31, 2017.

(c)Depreciation and amortization for the years ended December 31, 2018 and 2017 includes $2 million and $3 million, respectively, of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Consolidated Statement of Operations.

(d)Income tax benefit for the year ended December 31, 2017 reflects the impact of the 2017 Tax Act.

(e)Restructuring charges incurred for the year ended December 31, 2018 include $3 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $3 million at Corporate and Other. Restructuring charges incurred for the year ended December 31, 2017 include $1 million at Realogy Franchise Group, $9 million at Realogy Brokerage Group, $1 million at Realogy Title Group and $1 million at Corporate and Other.

(f)Former parent legacy items and Loss on the early extinguishment of debt are recorded in Corporate and Other.

(g)Includes depreciation and amortization, interest expense, income tax and restructuring charges related to discontinued operations for the years ended December 31, 2018 and 2017.

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As described in the aforementioned table, Operating EBITDA margin for "Total continuing operations" expressed as a percentage of revenues decreased 1 percentage point to 11% from 12% for the year ended December 31, 2018 compared to 2017. On a segment basis, Realogy Franchise Group's margin increased 2 percentage points to 69% from 67% primarily due to a decrease in employee related costs as a result of lower incentive accruals. Realogy Brokerage Group's margin decreased 2 percentage points to 1% from 3% primarily due to higher sales commission percentages paid to its independent sales agents during 2018 compared to 2017 and the impact of lower closing volume in our new development business, which typically has higher margins. Realogy Title Group's margin decreased 2 percentage points to 8% from 10% for the year ended December 31, 2018 compared to 2017 primarily as a result of a decrease in refinancing revenue. Realogy Leads Group's margin increased 5 percentage points to 63% from 58% primarily due to a decrease in employee related costs as a result of cost savings initiatives.

Corporate and Other Operating EBITDA for the year ended December 31, 2018 improved $22 million to negative $85 million primarily due to the absence in 2018 of an $8 million expense related to the settlement of the Strader legal matter which occurred in 2017, the absence in 2018 of $8 million of costs related to the transition of the Company's CEO which occurred in 2017 and a $2 million decrease in other employee costs primarily related to lower employee incentive accruals offset by an increase in technology related headcount.

Realogy Franchise and Brokerage Groups on a Combined Basis

The following table reflects Realogy Franchise and Brokerage Groups' results before ~~restructuring charges was $772~~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. The Operating EBITDA margin for the combined segments decreased 1% percentage point from 13% to 12% primarily due to higher sales commission percentages paid to Realogy Brokerage Group's independent sales agents affiliated with Realogy Brokerage Group and the impact of lower closing volume in Realogy Brokerage Groups' new development business, which typically has higher margins:


	Revenues						Change		% Change		Operating EBITDA						Change		% Change		Operating EBITDA Margin		Change
	2018		2017								2018		2017								2018	2017
Realogy Franchise Group (a)	$	514	$	519	$	(5)	(1)	%	$	258	$	249	$	9	4	%	50	%	48	%	2
Realogy Brokerage Group (a)(b)	4,607		4,643		(36)		(1)		350		446		(96)		(22)		8		10		(2)
Realogy Franchise and Brokerage Groups Combined	$	5,121	$	5,162	$	(41)	(1)	%	$	608	$	695	$	(87)	(13)	%	12	%	13	%	(1)

_______________

(a)The segment numbers noted above do not reflect the impact of intercompany royalties and marketing fees paid by Realogy Brokerage Group to Realogy Franchise Group of $306 million and $311 million during the years ended December 31, 2018 and 2017, respectively.

(b)Realogy Brokerage Group Operating EBITDA includes $22 million of equity earnings from PHH Home Loans for the year ended December 31, 2017.

Realogy Franchise Group

Revenues decreased $10 million to $820 million while Operating EBITDA increased $4 million to $564 million for the year ended December 31, ~~2016 compared to $736 million the year ended December 31, 2015. EBITDA before restructuring charges by reportable segment for the year ended December 31, 2016 was as follows:~~

Year Ended December 31,
2016 2015
EBITDA Restructuring Charges EBITDA Before Restructuring EBITDA Before Restructuring (a) %
Change
RFG $ 516
$ 4
$ 520
$ 495
5 %
NRT 137
22
159
204
(22 )%
Cartus 96
4
100
106
(6 )%
TRG 62
1
63
48
31 %
Corporate and Other (78 ) 8
(70 ) (117 ) *
Total Company $ 733
$ 39
$ 772
$ 736
5 %

~~_______________~~


*	~~not meaningful~~


~~(a)~~	~~Excludes $10 million of restructuring charges incurred in 2015 as follows: $5 million at NRT, $1 million at Cartus and $4 million at Corporate and Other.~~

As described in the aforementioned table, EBITDA margin for "Total Company" expressed as a percentage of revenues remained flat at 13% for the year ended December 31, 2016 compared to the same period in 2015. On a segment basis, RFG's margin remained flat at 66%; however, it increased 1 percentage point to 67% excluding restructuring charges. NRT's margin declined to 3% from 5% primarily due to a decrease in revenue; however, it decreased 1 percentage point to 4% excluding restructuring charges. Cartus' margin decreased 1 percentage point to 24% from 25%; however, excluding restructuring charges, Cartus' margin decreased 1 percentage point to 25% from 26% as a result of a decrease in non-affinity referral revenue due to lower broker-to-broker volume. TRG's margin increased 1 percentage point to 11% from 10% due to an increase in resale and refinance volume.

The following table reflects RFG and NRT results on a combined basis for the year ended December 31, 2016 and 2015 and show that even with the agent and market challenges faced by NRT during 2016, the EBITDA margin for the combined segments has decreased by 1 percentage point from 15% to 14%:

Revenues (a)
%
Change
EBITDA Before Restructuring (b)
%
Change
Margin Change
2016 2015 2016 2015 2016 2015
RFG and NRT Combined $ 4,832
$ 4,804
1 % $ 679
$ 699
(3 )% 14 % 15 % (1 )

~~_______________~~


~~(a)~~	Excludes transactions between segments, which consists of intercompany royalties and marketing fees paid by NRT to RFG of $293 million and $295 million for the year ended December 31, 2016 and 2015, respectively.


~~(b)~~	~~EBITDA for the combined RFG and NRT segments excludes $26 million and $5 million of restructuring charges for the year ended December 31, 2016 and 2015, respectively.~~

~~Corporate and Other EBITDA for the year ended December 31, 2016 improved by $43 million to negative $78 million primarily due to:~~

~~the absence of $48 million for the loss on early extinguishment of debt incurred in 2015;~~

~~the absence of $6 million of certain transaction costs associated with the acquisition of Coldwell Banker United and the settlement of a legal matter in 2015; and~~

~~a $4 million decrease in employee-related costs;~~

~~partially offset by:~~

~~a $13 million decrease in the net benefit for former parent legacy items as a result of a tax liability reduction in 2015; and~~

~~a $4 million increase in restructuring charges related to the Company's business optimization plan.~~

~~Table of Contents~~

~~Real Estate Franchise Services (RFG)~~

~~Revenues increased $26 million to $781 million and EBITDA increased $21 million to $516 million for the year ended December 31, 2016~~2018 compared with ~~the same period in 2015.~~

The increase in revenue was primarily driven by a $19 million increase in third-party domestic franchisee royalty revenue due to a 3% increase in both the average homesale price and in the number of homesale transactions. The increase in revenue was also due to a $6 million increase in other revenue primarily related to marketing-related activities and the timing of brand conferences, and a $3 million increase in international revenues. The increase in revenue was partially offset by a $3 million increase in non-standard incentives amortization during the year ended December 31, 2016 compared with the same period in 2015.

Intercompany royalties received from NRT were $282 million and $284 million during the years ended December 31, 2016 and 2015, respectively, and are eliminated in consolidation. See "Company Owned Real Estate Brokerage Services" for a discussion of the drivers related to intercompany royalties paid to RFG.

The $21 million increase in EBITDA was principally due to the $26 million increase in revenues discussed above, partially offset by $4 million of restructuring costs related to the Company's business optimization plan.

~~Company Owned Real Estate Brokerage Services (NRT)~~

~~Revenues remained flat at $4,344 million and EBITDA declined $62 million to $137 million for the year ended December 31, 2016 compared with the same period in 2015.~~

Revenues remained flat as a result of a $109 million decrease primarily due to lower commission income earned on homesale transactions by our existing brokerage operations, offset by a $109 million increase in revenue primarily due to commission income earned from acquisitions. Revenues were negatively impacted by the slowing of activity in the high-end markets served by NRT, the cumulative impact of market share attrition, and inventory issues in the mid and lower priced homes in many of the markets served by NRT.

~~EBITDA decreased $62 million primarily due to:~~

~~$22 million in restructuring costs related to the Company's business optimization plan in 2016 compared to $5 million in 2015;~~

~~a $17 million increase in employee-related costs attributable to acquisitions;~~

a $14 million increase in commission expenses paid to independent sales associates from $2,931 million in 2015 to $2,945 million in 2016. The increase in commission expense is due to a $65 million increase related to acquisitions, partially offset by a decrease of $51 million by our existing brokerage operations;

~~a $6 million increase in occupancy costs related to acquisitions;~~

~~a $6 million decrease in equity earnings related to our investment in PHH Home Loans; and~~

~~a $4 million increase in marketing expenses primarily related to acquisitions.~~

~~These decreases were partially offset by:~~

~~a $2 million decrease in royalties paid to RFG from $284 million in 2015 to $282 million in 2016.~~

~~Relocation Services (Cartus)~~

~~Revenues decreased $10 million to $405 million and EBITDA decreased $9 million to $96 million for the year ended December 31, 2016 compared with the same period in 2015.~~2017.

Revenues decreased $10 million as a result of a ~~$17~~$4 million increase in other incentives, a $4 million decrease in ~~non-affinity referral~~intercompany royalties received from Realogy Brokerage Group and a $2 million decrease in other revenue primarily due to the timing of brand conferences and franchisee events.

Realogy Franchise Group revenue includes intercompany royalties received from Realogy Brokerage Group of $295 million and $299 million during the years ended December 31, 2018 and 2017, respectively, which are eliminated in consolidation against the expense reflected in Realogy Brokerage Group's results.

The $4 million increase in Operating EBITDA was principally due to a $9 million decrease in employee related costs primarily due to lower ~~broker-to-broker referrals,~~incentive accruals and a $5 million decrease in expenses related to the ~~absence~~timing of ~~a large group move which occurred in 2015~~brand conferences and ~~lower relocation referral volume in 2016 compared to 2015,~~franchisee events, partially offset by ~~higher average fees. The decrease was partially offset by a $7 million increase in affinity referrals due to higher transaction volume and average fees.~~

~~EBITDA decreased $9 million as a result of~~ the $10 million decrease in revenues discussed above as well as $4 million in restructuring costs related to the Company's business optimization plan. These decreases were partially offset by a $5 million net positive impact from foreign currency exchange rates.

above.

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Table of Contents

~~Title and Settlement Services (TRG)~~Realogy Brokerage Group

Revenues ~~increased $86~~decreased $36 million to ~~$573~~$4,607 million and Operating EBITDA ~~increased $14~~decreased $91 million to ~~$62~~$44 million for the year ended December 31, ~~2016~~2018 compared with ~~the same period in 2015.~~2017.

The ~~increase~~ ~~in revenues~~revenue decrease of $36 million was ~~due to a $46 million increase in resale revenue~~primarily driven by a 17% increase in resale title and closing units of which acquisitions contributed 14 percentage points, as well as a $15 million increase in refinancing revenue driven by a 32% increase in refinancing title and closing units of which acquisitions contributed 11 percentage points. Underwriter and other revenue increased $18 million and $8 million, respectively, due to the volume increases discussed above.

EBITDA increased $14 million as a result of the $86 million increase in revenues discussed above, partially offset by an increase of $39 million in variable operating costs and a $32 million increase in employee-related costs primarily related to acquisitions.

~~Year Ended December 31, 2015 vs. Year Ended December 31, 2014~~

~~Our consolidated results were comprised of the following:~~

Year Ended December 31,
2015 2014 Change
Net revenues $ 5,706
$ 5,328
$ 378
Total expenses (1) 5,424
5,103
321
Income before income taxes, equity in earnings and noncontrolling interests 282
225
57
Income tax expense (benefit) 110
87
23
Equity in earnings of unconsolidated entities (16 ) (9 ) (7 )
Net income 188
147
41
Less: Net income attributable to noncontrolling interests (4 ) (4 ) —
Net income attributable to Realogy Holdings and Realogy Group $ 184
$ 143
$ 41

~~_______________~~

~~(1)~~

Total expenses for the year ended December 31, 2015 includes $48 million related to the loss on the early extinguishment of debt and $10 million of restructuring costs, partially offset by a net benefit of $15 million for former parent legacy items. Total expenses for the year ended December 31, 2014 includes $47 million related to the loss on the early extinguishment of debt and $10 million of transaction and integration costs related to the ZipRealty acquisition, partially offset by a net benefit of $10 million for former parent legacy items and the reversal of prior year restructuring reserves of $1 million.

Net revenues increased $378 million (7%) for the year ended December 31, 2015 compared with the year ended December 31, 2014, principally due to increases in revenue at NRT and RFG primarily driven by an increase in homesale transaction volume, as well as an increase in revenue at TRG driven by an increase in resale and refinance volume.

~~Total expenses increased $321 million primarily due to:~~

~~a $176 million increase in commission and other sales associate-related costs due to the increase~~1% decrease in homesale transaction volume at ~~NRT and its related revenue increase of $266 million;~~

~~a $152 million increase in operating and general and administrative expenses driven by:~~


◦	a $63 million increase in employee-related costs of which $52 million represents the change in incentive accruals due to the achievement of higher incentive levels, merit increases and increased stock-based compensation expense as a result of the estimated achievement of certain performance goals;


◦	~~$38 million of additional employee-related costs associated with acquisitions completed during and after the third quarter of 2014; and~~


◦	~~a $50 million increase in variable operating costs at TRG as a result of acquisitions completed in 2015 and increases in volume;~~

~~partially offset by,~~


◦	~~the absence in 2015 of $10 million of transaction and integration costs related to the ZipRealty acquisition;~~

~~a $12 million increase in marketing expenses due to higher advertising spending primarily related to acquisitions at NRT; and~~

~~Table of Contents~~

an $11 million increase in restructuring charges due to $10 million of restructuring costs related to the business optimization initiative in 2015 compared to a $1 million reversal of prior year restructuring reserves in 2014;

~~partially offset by,~~

a $36 million decrease in interest expense for the year ended December 31, 2015 compared to the year ended December 31, 2014 primarily due to a reduction in total outstanding indebtedness and a lower weighted average interest rate, as well as the impact of mark-to-market adjustments for our interest rate swaps which resulted in losses of $20 million in 2015 compared to losses of $32 million in the same period of 2014.

~~Equity in earnings of unconsolidated entities improved $7 million primarily due to an increase in earnings from PHH Home Loans.~~

During the fourth quarter of 2015, the Company implemented a business optimization initiative that focuses on maximizing the efficiency and effectiveness of the cost structure of each of the Company's business units. The action is designed to improve client service levels across each of the business units while enhancing the Company's profitability and incremental margins. The plan focuses on several key areas of opportunity which include process improvement efficiencies, office footprint optimization, leveraging technology and media spend, centralized procurement and organizational design. We incurred $10 million of restructuring charges during 2015Realogy Brokerage Group which consisted of ~~personnel-related costs, facility-related costs and other restructuring-related costs. See Note 11, "Restructuring Costs", in the consolidated financial statements for additional information.~~

The provision for income taxes was $110 million for the year ended December 31, 2015 compared to $87 million for the year ended December 31, 2014. Our effective tax rate was 37% for both years ended December 31, 2015 and December 31, 2014. The effective tax rate was positively impacted in 2015, primarily by a ~~reduction in our deferred tax liabilities, driven by changes to state tax legislation and was positively impacted in 2014, primarily by a reduction to the valuation allowance.~~

~~Following is a more detailed discussion of the results of each of our reportable segments for the years ended December 31, 2015 and 2014:~~

Revenues (a) % Change EBITDA (b) % Change Margin
2015 2014 2015 2014 2015 2014 Change
RFG $ 755
$ 716
5 % $ 495
$ 463
7 % 66 % 65 % 1
NRT 4,344
4,078
7
199
193
3
5
5
—
Cartus 415
419
(1 ) 105
102
3
25
24
1
TRG 487
398
22
48
36
33
10
9
1
Corporate and Other (295 ) (283 ) *
(121 ) (107 ) *

Total Company $ 5,706
$ 5,328
7 % $ 726
$ 687
6 % 13 % 13 % —
Less: Depreciation and amortization 201
190

Interest expense, net 231
267

Income tax expense 110
87

Net income attributable to Realogy Holdings and Realogy Group $ 184
$ 143

~~_______________~~


*	~~not meaningful~~


~~(a)~~	Includes the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by NRT of $295 million and $283 million during the year ended December 31, 2015 and 2014, respectively.

~~(b)~~

EBITDA for the year ended December 31, 2015 includes $48 million related to the loss on early extinguishment of debt and $10 million of restructuring costs, partially offset by a net benefit of $15 million for former parent legacy items. EBITDA for the year ended December 31, 2014 includes $47 million related to the loss on early extinguishment of debt and $10 million of transaction and integration costs related to the ZipRealty acquisition, partially offset by a net benefit of $10 million for former parent legacy items and the reversal of prior year restructuring reserves of $1 million.

~~As described in the aforementioned table, EBITDA margin for "Total Company" expressed as a percentage of revenues remained flat at 13%.~~

On a segment basis, RFG's margin increased 1 percentage point to 66% from 65% due to an increase in franchisee royalty revenue driven by an increase in homesale transactions and higher price. NRT's margin remained flat at 5%. Cartus'

~~Table of Contents~~

margin increased 1 percentage point to 25% from 24% primarily due to the net positive impact from foreign currency exchange rates, partially offset by higher employee costs. TRG's margin increased 1 percentage point to 10% from 9% due to an increase in resale and refinance volume.

Corporate and Other EBITDA for the year ended December 31, 2015 decreased by $14 million to negative $121 million (which includes $48 million related to the loss on early extinguishment of debt in 2015 compared to $47 million in 2014). The2% decrease ~~in Corporate and Other EBITDA was primarily due to:~~

~~a $16 million increase in employee-related costs of which $8 million relates to greater performance incentive accruals in 2015 compared to 2014, as well as an increase in ZipRealty employee costs;~~

a $6 million increase in costs related to the settlement of a legal matter, certain transaction costs related to acquisitions and professional fees during the year ended December 31, 2015 compared to 2014; and

~~a $4 million increase in restructuring costs related to the Company's business optimization plan which was implemented during the fourth quarter of 2015;~~

~~partially offset by,~~

~~a $5 million increase in the net benefit of former parent legacy items as a result of a tax liability adjustment during the year ended December 31, 2015 compared to the same period in 2014; and~~

~~the absence in 2015 of $10 million of transaction and integration costs incurred for the ZipRealty acquisition.~~

~~Real Estate Franchise Services (RFG)~~

~~Revenues increased $39 million to $755 million and EBITDA increased $32 million to $495 million for the year ended December 31, 2015 compared with the same period in 2014.~~

~~The increase in revenue was primarily driven by a $23 million increase in third-party domestic franchisee royalty revenue due to a 5% increase in the average homesale price and a 3% increase~~ in the number of homesale transactions, mostly offset by a 2% increase in average homesale price. Realogy Brokerage Group saw lower transaction volume in the New York metropolitan area and in the west coast, as well as a ~~$15 million increase~~lower closing volume in ~~royalties received from NRT and~~its new development business, which is generally at a ~~$9 million increase in other revenue primarily related~~higher price point, compared to ~~other marketing-related activities. The increases in revenue were partially offset by a $4 million decrease in international revenues. Brand marketing revenue and expense both~~2017.

Operating EBITDA decreased $3$91 million primarily due ~~to the timing of advertising spending during the year ended December 31, 2015 compared with the same period in 2014.~~to:

The intercompany royalties received from NRT of $284 million and $269 million during the years ended December 31, 2015 and 2014, respectively, are eliminated in consolidation. See "Company Owned Real Estate Brokerage Services" for •a ~~discussion of the drivers related to intercompany royalties paid to RFG.~~

The $32 million increase in EBITDA was principally due to the $39 million increase in revenues and $3 million decrease in brand marketing expense discussed above, partially offset by an $11 million increase in employee-related costs, which include higher incentive performance accruals and staffing costs related to the rollout of the Zap^® ~~platform to our franchisees.~~

~~Company Owned Real Estate Brokerage Services (NRT)~~

~~Revenues increased $266 million to $4,344 million and EBITDA improved $6 million to $199 million for the year ended December 31, 2015 compared with the same period in 2014.~~

Revenue increased $67 million primarily due to an increase in commission income earned on homesale transactions and $199 million due to acquisitions completed during and after the third quarter of 2014. The revenue increase was driven by a 9% increase in the number of homesale transactions partially offset by a 2% decrease in the average price of homes. The 9% increase in homesale transactions was due to two factors: (i) 7% from the acquisition of ZipRealty and Coldwell Banker United and (ii) 2% from higher activity in most of the geographic regions we serve. The 2% decrease in the average price of homes was diluted as a result of these recently acquired brokerage operations which operate in markets with lower average sales prices. The average sales price, excluding these acquisitions, would have increased 1% for the year ended December 31, 2015 compared with the same period in 2014 as a result of robust volume in the high-end markets in 2014 compared to 2015.

~~NRT was impacted in the fourth quarter of 2015 by transaction closing delays due to~~ ~~TILA-RESPA Integrated Disclosure ("TRID")~~ ~~requirements that were effective in early October. We believe that the requirements resulted in~~

~~Table of Contents~~

~~delaying the closing of certain housing transactions and moved approximately $45 million of revenue and $9 million of EBITDA out of the fourth quarter of 2015 and into 2016.~~

~~EBITDA increased $6 million primarily due to the increase in revenue discussed above and a $6 million increase in equity earnings related to our investment in PHH Home Loans, partially offset by:~~

~~a $176~~$52 million increase in commission expenses paid to independent ~~real estate~~ sales ~~associates~~agents from $2,755 million in 2014 to $2,931 million, as a result of the increase in revenues in 2015. The increase includes $132 million attributable to acquisitions completed during and after the third quarter of 2014;

a $47 million increase in employee-related costs, of which $23 million was attributable to acquisitions completed during and after the third quarter of 2014 and $12 million for incremental incentive compensation accruals;

~~a $15 million increase from $269 million in 2014 to $284 million in 2015 in royalties paid to RFG, of which $12 million relates to acquisitions completed during and after the third quarter of 2014;~~

~~a $13 million increase in occupancy costs, of which $11 million relates to acquisitions completed during and after the third quarter of 2014;~~

~~a $12 million increase in marketing expenses, of which $8 million relates to acquisitions completed during and after the third quarter of 2014; and~~

~~a $5 million increase in restructuring costs related to the Company's business optimization plan which was implemented during the fourth quarter of 2015.~~

~~Relocation Services (Cartus)~~

~~Revenues decreased $4 million to $415 million and EBITDA increased $3 million to $105~~$3,230 million for the year ended December 31, ~~2015 compared with the same period in 2014.~~

~~Revenues decreased $4 million as a result of a $4 million decrease in international revenue primarily due~~2017 to the impact of foreign exchange rates, a $3 million decrease in at-risk revenue due to lower transaction volume and a $1 million decrease in other relocation revenue, partially offset by a $4 million increase in referral revenue primarily due to higher volume and average fees.

EBITDA increased $3 million which was driven by a $10 million net positive impact from foreign currency exchange rates and a decrease in certain other expenses, partially offset by the decrease in revenues discussed above and a $5 million increase in employee-related costs excluding the impact of foreign currency exchange rates.

~~Title and Settlement Services (TRG)~~

~~Revenues increased $89 million to $487 million and EBITDA increased $12 million to $48~~$3,282 million for the year ended December 31, ~~2015~~2018. Commission expense increased as a result of the impact of initiatives focused on growing and retaining our productive independent sales agent base and a shift in mix in 2018 to lower closing volume in the new development business, which typically has lower commission expense compared ~~with~~to traditional brokerage operations, partially offset by the ~~same period in 2014.~~impact of lower homesale transaction volume;

~~The increase~~•a $36 million decrease in revenues ~~was driven by~~ discussed above;

•the absence in 2018 of $22 million in earnings from our equity method investment in PHH Home Loans primarily due to gains from the sale of PHH Home Loans' assets to Guaranteed Rate Affinity which occurred in 2017; and

•a ~~$45~~$10 million increase in ~~resale title~~other costs including a $4 million increase in outsourcing costs and ~~closing revenue~~a $3 million increase in occupancy costs.

Operating EBITDA decreases were partially offset by:

•a $21 million decrease in employee related costs primarily due to lower incentive accruals;

•a $4 million decrease in royalties paid to Realogy Franchise Group from $299 million in 2017 to $295 million in 2018; and

•a $3 million decrease in marketing expenses.

Realogy Title Group

Revenues increased $10 million to $580 million while Operating EBITDA decreased $10 million to $49 million for the year ended December 31, 2018 compared with 2017.

Revenues increased $10 million as a result of a ~~15% increase in resale title and closing units, a $34~~$20 million increase in underwriter revenue ~~and~~due to an increase of underwriter premiums as a $9result of a shift in mix to unaffiliated agents, as well as a $5 million increase in resale revenue due to an increase in average fees, partially offset by a $13 million decrease in refinancing revenue due to ~~a 40% increase~~an overall decrease in activity in the refinance title and closing units. Acquisitions completed in 2015 contributed $36 million to the revenue increases discussed above and accounted for 11% of the increase in resale title and closing units and 12% of the increase in refinance and closing units.market.

Operating EBITDA ~~increased $12~~decreased $10 million as a result of an increase of $19 million in costs primarily due to an increase in underwriter revenue with unaffiliated agents where the ~~$89~~revenue and expense is recorded on a gross basis and a $3 million increase in other operating costs, partially offset by the $10 million increase in revenues discussed above ~~partially offset by an increase~~and a $3 million decrease in employee related costs.

Realogy Leads Group

Revenues increased $3 million to $81 million while Operating EBITDA increased $6 million to $51 million for the year ended December 31, 2018 compared with 2017.

Revenues increased $3 million as a result of ~~$50~~a $3 million ~~in variable operating costs due to the~~ increase in affinity revenue primarily driven by higher volume and fees.

Operating EBITDA increased $6 million primarily as a result of the $3 million increase in revenues discussed above and ~~an increase of $27~~a $3 million decrease in ~~employee-related~~employee related costs primarily ~~related~~due to ~~acquisitions.~~cost savings initiatives.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition


	December 31, 2016		December 31, 2015		Change				December 31, 2019		December 31, 2018		Change
Total assets	$	7,421	$	7,531	$	(110	)	Total assets	$	7,543	$	7,290	$	253
Total liabilities	4,952		5,109		(157		)	Total liabilities	5,447		4,975		472
Total equity	2,469		2,422		47			Total equity	2,096		2,315		(219)

For the year ended December 31, ~~2016,~~2019, total assets ~~decreased $110~~increased $253 million primarily due to:

•the addition of $515 million of operating lease assets to the balance sheet in the first quarter of 2019 as a ~~$141~~result of the adoption of the new leasing standard;

•a $39 million ~~decrease~~increase in other current and non-current assets primarily related to strategic investments and prepaid assets;

•a $35 million increase in property and equipment; and

•a $32 million increase in cash and cash ~~equivalents,~~ equivalents.

Total asset increases were partially offset by:

•a ~~$77~~$236 million decrease in goodwill;

•a $76 million net decrease in franchise agreements and other amortizable intangible assets due to amortization and a $35 million decrease in relocation receivables due to lower volume, partially offset by a $72 million increase in goodwill and a $10 million increase in indefinite life intangible assets from acquisitions at NRT and TRG, a $22 million increase in other current assets primarily due to ~~prepaid~~amortization;

•a $49 million decrease in assets held for sale; and

•a $6 million decrease in trade receivables due to preferred alliance vendor payments.

For the year ended December 31, 2019, total liabilities increased $472 million primarily due to:

•the addition of $589 million of operating lease liabilities to the balance sheet in the first quarter of 2019 as a result of the adoption of the new leasing standard; and

•a $6 million increase in accrued expenses and other ~~receivables,~~ current liabilities.

Total liability increases were partially offset by:

•a ~~$15 million increase in other non-current assets primarily due to sales incentives and investments and a $13 million increase in property and equipment.~~

~~Total liabilities decreased $157 million primarily due to a $195~~$103 million decrease in corporate debt ~~as a result~~primarily due to the repurchase of ~~refinancing transactions, debt redemptions and debt~~$93 million of 4.875% Senior Notes during the third quarter of 2019, quarterly amortization payments ~~completed during~~ ~~2016, a $42~~of $30 million on the term loan facilities and an $80 million decrease in ~~securitization obligations driven~~borrowings under the Revolving Credit Facility, partially offset by ~~lower relocation volume,~~ a ~~$27~~net increase in corporate debt due to the issuance of 9.375% $550 million Senior Notes and redemption of 4.50% $450 million Senior Notes during the first quarter of 2019; and

•a $23 million decrease in other non-current liabilities primarily due to ~~settlements~~the reclassification of ~~interest rate swaps, net~~deferred rent liabilities which were credited against operating lease assets as a result of ~~mark-to-market changes and a $13 million decrease in accrued expenses and other current liabilities. These decreases were~~the adoption of the new leasing standard partially offset by ~~a $122 million increase in deferred tax liabilities.~~increased mark-to-market liabilities for the Company's interest rate swaps.

Total equity ~~increased~~ ~~$47~~decreased $219 million primarily due to a net ~~income~~loss of ~~$213~~$188 million for the year ended December 31, ~~2016, partially offset by~~2019 and a ~~$168~~$27 million decrease in additional paid in ~~capital.~~capital for the year ended December 31, 2019. The decrease in additional paid in capital is primarily ~~due~~related to the $31 million of dividend payments during the first three quarters of 2019 and the Company's repurchase of ~~$195~~$20 million of common stock ~~and $26 million~~during the first quarter of ~~dividend payments,~~2019, partially offset by stock-based compensation activity of ~~$51 million.~~$22 million for the year ended December 31, 2019.

Liquidity and Capital Resources

We have historically satisfied our liquidity needs with cash flows from operations and funds available under our Revolving Credit Facility. Our primary liquidity needs have been to service our debt and finance our working capital and capital expenditures, which we have historically satisfied with cash flows from operations and funds available under our revolving credit facilities and securitization facilities. Given the significant reductionexpenditures. We currently expect to prioritize investing in our ~~indebtedness~~business and ~~annual interest expense that resulted from our October 2012 initial public offering and related transactions, as well as our indebtedness repayments and refinancings,~~reducing indebtedness. Accordingly, we ~~generated positive cash flows from operations for the past four years.~~ ~~After giving effect to the debt refinancing transactions completed from 2013 through~~ ~~2016~~, our outstanding indebtedness, excluding securitizations, has been reduced by approximately $818 million since the beginning of 2013. In January 2017, the Company increased the borrowing capacity under its Revolving Credit Facility from $815 million to $1.05 billion and refinanced its existing Term Loan B to reduce the interest rate from LIBOR plus 3.00% to LIBOR plus 2.25%.

~~We intend to use future cash flow primarily to acquire~~discontinued acquiring stock under our share repurchase ~~program, pay dividends, fund acquisitions, enter into strategic relationships~~programs in the first quarter of 2019 and reduce indebtedness. In February 2016, the Company's Board of Directors authorized a share repurchase program of up to $275 million. Repurchases may be made at management's discretion from time to time through open market transactions, pursuant to Rule 10b5-1 trading plans or privately negotiated transactions. The size and timing of these repurchases will depend on price, market and economic conditions, legal and contractual requirements and other factors. During 2016, we repurchased 7.1 million ofdiscontinued our ~~outstanding shares—including 2.6 million purchased during~~quarterly dividend in the fourth ~~quarter—for an aggregate~~quarter of ~~$199 million~~2019.

We are significantly encumbered by our debt obligations. As of ~~shares purchased throughout 2016 at a weighted average market price of $27.96 per share pursuant~~December 31, 2019, our total debt, excluding our securitization obligations, was $3,445 million. Our liquidity position has been and is expected to ~~this share repurchase program. From January 1, 2017~~continue to ~~February 23, 2017, we repurchased an additional 0.6 million shares under the plan at a weighted average market price of $26.23 per share, reducing the plan balance to $61 million.~~

In February 2017, our Board authorized a new share repurchase program of up to $300 million, which is in addition to the remaining authorization under the February 2016 share repurchase program. As with the initial program, repurchases under the new program may be made at management's discretion from time to time on the open market, Rule 10b5-1 trading plans or through privately negotiated transactions. The size and timing of these repurchases will depend on price, market and economic conditions, legal and contractual requirements and other factors. Similarly, the new repurchase program has no time limit and may be suspended or discontinued at any time.

negatively

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impacted by the interest expense on our debt obligations, which could be intensified by a significant increase in LIBOR (or any replacement rate) or ABR. We intend to use the substantial majority of the net proceeds from the planned sale of Cartus Relocation Services to pay down corporate debt, though we will continue to have substantial indebtedness.

We ~~also initiated a quarterly cash dividend~~will continue to evaluate potential refinancing and financing transactions, including refinancing certain tranches of ~~$0.09 per share in August 2016~~our indebtedness and ~~paid cash dividends in August and December 2016, returning an additional $26 million~~extending maturities, among other potential alternatives. There can be no assurance as to ~~stockholders. The declaration and payment~~which, if any, of these alternatives we may pursue as the choice of any ~~future dividend will be subject to the discretion of the Board of Directors and~~alternative will depend ~~on a variety of~~upon numerous factors including the Company’s financial condition and results of operations, contractual restrictions (including restrictive covenants contained in the Company’s credit agreement, and the indenture governing the Company’s outstanding debt securities), capital requirements and other factors that the Board of Directors deems relevant.

We may also from time to time seek to repurchase our outstanding notes through tender offers, open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailingsuch as market conditions, our ~~liquidity requirements, contractual~~financial performance and the limitations applicable to such transactions under our existing financing agreements and the consents we may need to obtain under the relevant documents. Financing may not be available to us on commercially reasonable terms, on terms that are acceptable to us, or at all. Any future indebtedness may impose various additional restrictions and ~~other factors.~~

~~We are currently experiencing a recovery in the residential real estate market; however, if the residential real estate market or the economy as a whole does not continue to improve or worsens, our business, financial condition and liquidity~~ ~~may be materially adversely affected, including~~covenants on us which could limit our ability to ~~access~~respond to market conditions, to make capital investments or to take advantage of business opportunities.

In addition, our Senior Secured Credit Facility and ~~grow~~Term Loan A Facility require us to maintain a senior secured leverage ratio, which may not exceed 4.75 to 1.00. For the trailing twelve months ended December 31, 2019, we were in compliance with the senior secured leverage ratio covenant with a ratio of 3.03 to 1.0 with total senior secured debt (net of unrestricted cash and permitted investments) of $1,895 million and trailing twelve months EBITDA calculated on a Pro Forma Basis (as those terms are defined in the credit agreement governing the Senior Secured Credit Facility) of $626 million. For additional information, see below under the header "Financial Obligations—Covenants under the Senior Secured Credit Facility, Term Loan A Facility and Indentures".

Our Operating EBITDA and EBITDA calculated on a Pro Forma basis has declined year-over-year for the past several years. If our ~~business.~~EBITDA calculated on a Pro Forma Basis were to continue to decline and/or we were to incur additional senior secured debt (including additional borrowings under the Revolving Credit Facility), our ability to borrow the full capacity under the Revolving Credit Facility (without refinancing secured debt into unsecured debt) could be limited as we must maintain compliance with the senior secure leverage ratio described above of 4.75 to 1.00.

Historically, operating results and revenues for all of our businesses have been strongest in the second and third quarters of the calendar year. A significant portion of the expenses we incur in our real estate brokerage operations are related to marketing activities and commissions and therefore, are variable. However, many of our other expenses, such as interest payments, facilities costs and certain personnel-related costs, are fixed and cannot be reduced during athe seasonal ~~slowdown.~~ fluctuations in the business. Consequently, our debt balances are generally at their highest levels at or around the end of the first quarter of every year.

~~Our liquidity position has significantly improved but continues~~During the third quarter of 2019, the Company repurchased $93 million of its 4.875% Senior Notes through open market purchases at an aggregate purchase price of $83 million.

In March 2019, the Company issued $550 million of 9.375% Senior Notes due in April 2027. We used $540 million of the net proceeds to ~~be impacted by~~repay a portion of outstanding borrowings under our ~~remaining interest expense~~Revolving Credit Facility. In February 2019, the Company had used borrowings under its Revolving Credit Facility and ~~would be adversely impacted by: (i) a halt~~cash on hand to fund the redemption of all of its outstanding $450 million 4.50% Senior Notes. The covenants in the ~~recovery~~indenture governing the 9.375% Senior Notes are substantially similar to the covenants in the indentures governing the 5.250% Senior Notes and the 4.785% Senior Notes, with certain exceptions, including changes relating to the Company’s ability to make restricted payments, including its ability to make dividend payments in excess of $45 million per calendar year or its ability to repurchase shares in any amount until the Company's consolidated leverage ratio is below 4.00 to 1.00.

In addition, we are required to pay quarterly amortization payments for the Term Loan B and Term Loan A facilities. We expect payments in 2020 to total $33 million and $11 million for the Term Loan A and Term Loan B facilities, respectively.

We may from time to time seek to repurchase our outstanding Unsecured Notes through tender offers, open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

If the residential real estate market ~~(ii)~~or the economy as a ~~significant increase in LIBOR~~whole does not improve or ~~ABR, or (iii)~~continues to weaken, our ~~inability~~business, financial condition and liquidity may be materially adversely affected, including our ability to access capital, grow our ~~relocation securitization programs.~~business and return capital to stockholders.

~~We will continue to evaluate potential refinancing and financing transactions~~. ~~There can be no assurance as to which, if any,~~

Table of these alternatives we may pursue as the choice of any alternative will depend upon numerous factors such as market conditions, our financial performance and the limitations applicable to such transactions under our existing financing agreements and the consents we may need to obtain under the relevant documents. ~~There~~ ~~can be no assurance that financing will be available to us on acceptable terms or at all.~~Contents

Cash Flows

Year ended December 31, ~~2016~~2019 vs. Year ended December 31, ~~2015~~2018

At December 31, ~~2016,~~2019, we had ~~$274~~$235 million of cash, ~~and~~ cash equivalents ~~a decrease~~and restricted cash, an increase of ~~$141~~$30 million compared to the balance of ~~$415~~$205 million at December 31, ~~2015~~.2018. The following table summarizes our cash flows for the years ended December 31, ~~2016~~2019 and ~~2015~~:2018:


	Year Ended December 31,										Year Ended December 31,
	2016			2015			Change				2019		2018		Change
Cash provided by (used in):										Cash provided by (used in):
Operating activities	$	587		$	550		$	37		Operating activities	$	371	$	394	$	(23)
Investing activities	(190		)	(209		)	19			Investing activities	(128)		(91)		(37)
Financing activities	(535		)	(237		)	(298		)	Financing activities	(215)		(297)		82
Effects of change in exchange rates on cash and cash equivalents	(3		)	(2		)	(1		)
Net change in cash and cash equivalents	$	(141	)	$	102		$	(243	)
Effects of change in exchange rates on cash, cash equivalents and restricted cash										Effects of change in exchange rates on cash, cash equivalents and restricted cash	—		(2)		2
Net change in cash from discontinued operations										Net change in cash from discontinued operations	2		5		(3)
Net change in cash, cash equivalents and restricted cash from continuing operations										Net change in cash, cash equivalents and restricted cash from continuing operations	$	30	$	9	$	21

For the year ended December 31, ~~2016, $37~~2019, $23 million ~~of incremental~~less cash was provided by operating activities compared to the same period in ~~2015. The change was~~2018 principally due to ~~$55~~$131 million ~~of additional~~less cash provided by operating results, ~~and $31~~partially offset by:

•$61 million more cash provided by ~~the net change in relocation and trade receivables. These increases were offset by $43~~discontinued operations;

•$32 million ~~more~~less cash used for accounts payable, accrued expenses and other ~~liabilities and $7~~liabilities;

•$9 million ~~more~~less cash used for other assets; and

•$8 million more cash provided by other operating activities.

For the year ended December 31, ~~2016,~~2019, we used ~~$19~~$37 million ~~less~~more cash for investing activities compared to the same period in ~~2015~~2018 primarily due ~~to $32~~to:

•the absence in 2019 of $19 million of net cash proceeds received from the dissolution of our interest in PHH Home Loans, LLC which occurred in 2018;

•$16 million more cash used for property and equipment additions; and

•$7 million less cash provided by other investing activities,

partially offset by $3 million less cash used for ~~acquisition related payments, partially offset by $9 million more cash used~~investments in ~~other investing activities.~~

~~Table of Contents~~

unconsolidated entities.

For the year ended December 31, ~~2016, $535~~2019, $215 million of cash was used in financing activities compared to ~~$237~~$297 million of cash used during the same period in ~~2015.~~2018. For the year ended December 31, ~~2016, $535~~2019, $215 million of cash was used for:

~~the~~•$80 million repayment of ~~$758~~borrowings under the Revolving Credit Facility;

•$31 million ~~to reduce the Term Loan B facility;~~of dividend payments;

~~the repayment of $500 million to retire 3.375% Senior Notes at maturity;~~

•$~~195 million for the repurchase of our common stock;~~

~~$41~~30 million of quarterly amortization payments on the term loan facilities;

•$~~40 million~~ ~~net decrease in securitization borrowings;~~

~~$34~~25 million of other financing payments ~~partially~~primarily related to ~~capital leases and interest rate swaps;~~finance leases;

•$2623 million related to discontinued operations;

•$20 million for ~~payments~~the repurchase of ~~contingent consideration;~~our common stock;

~~$26 million of dividend payments;~~

~~$16 million of debt issuance costs; and~~

•$6 million of tax payments related to net share settlement for stock-based compensation; and

•$3 million for payments of contingent consideration,

partially offset ~~by,~~by:

•$~~750~~3 million of ~~proceeds from the issuance of $250 million of 5.25% Senior Notes and $500 million of 4.875% Senior Notes; and~~

~~$355 million proceeds from issuance~~cash received as a result of the ~~Term Loan A-1 facility.~~refinancing transactions in 2019.

For the year ended December 31, ~~2015, $237~~2018, $297 million of cash was used for:

•$402 million for the ~~redemption~~repurchase of ~~all of the outstanding $593~~our common stock;

•$45 million of ~~First Lien Notes and $196 million of First and a Half Lien Notes;~~dividend payments;

•$2425 million of other financing payments ~~partially~~primarily related to ~~interest rate swaps and~~ finance/capital leases;

•$~~21 million net decrease in securitization borrowings;~~

~~$19~~25 million of quarterly amortization payments on the ~~Term Loan B Facility;~~term loan facilities;

~~payment~~

Table of ~~$10 million of debt transaction costs related to the Revolving Credit Facility amendment and issuance of the new Term Loan A Facility;~~Contents

•$822 million for payments of contingent consideration; ~~and~~

•$610 million of tax payments related to net share settlement for stock-based compensation; and

•$3 million for cash paid as a result of the refinancing transactions in February 2018 related to $16 million of debt issuance costs and $4 million repayment of borrowings under the Term Loan B Facility, partially offset by

~~$435~~ $17 million of proceeds ~~from the issuance of~~received under the Term Loan A ~~Facility; and~~Facility,

partially offset by:

•$200 million of ~~incremental~~additional borrowings under the Revolving Credit ~~Facility.~~Facility; and

•$34 million related to discontinued operations.

Year ended December 31, ~~2015~~2018 vs. Year ended December 31, ~~2014~~2017

At December 31, ~~2015,~~2018, we had ~~$415~~$205 million of cash, ~~and~~ cash equivalents and restricted cash, an increase of ~~$102~~$9 million compared to the balance of ~~$313~~$196 million at December 31, ~~2014.~~2017. The following table summarizes our cash flows for the years ended December 31, ~~2015~~2018 and ~~2014:~~2017:


	Year Ended December 31,										Year Ended December 31,
	2015			2014			Change				2018		2017		Change
Cash provided by (used in):										Cash provided by (used in):
Operating activities	$	550		$	429		$	121		Operating activities	$	394	$	667	$	(273)
Investing activities	(209		)	(298		)	89			Investing activities	(91)		(146)		55
Financing activities	(237		)	(52		)	(185		)	Financing activities	(297)		(570)		273
Effects of change in exchange rates on cash and cash equivalents	(2		)	(2		)	—
Net change in cash and cash equivalents	$	102		$	77		$	25
Effects of change in exchange rates on cash, cash equivalents and restricted cash										Effects of change in exchange rates on cash, cash equivalents and restricted cash	(2)		2		(4)
Net change in cash from discontinued operations										Net change in cash from discontinued operations	5		3		2
Net change in cash, cash equivalents and restricted cash from continuing operations										Net change in cash, cash equivalents and restricted cash from continuing operations	$	9	$	(44)	$	51


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)



TABLE OF CONTENTS
Page
Forward-Looking Statements			1
Trademarks and Service Marks			3
Market and Industry Data and Forecasts			3


PART I

Item 1.			Business		4
Item 1A.			Risk Factors		25
Item 2.			Properties		51
Item 3.			Legal Proceedings		51
Item 4.			Mine Safety Disclosures		52
			Information about our Executive Officers		52

PART II

~~PART I~~

Item 1.5.	~~Business~~			4
~~Item 1A.~~	~~Risk Factors~~	19
~~Item 2.~~	~~Properties~~	36
~~Item 3.~~	~~Legal Proceedings~~	36
~~Item 4.~~	~~Mine Safety Disclosures~~	37

~~PART II~~

~~Item 5.~~	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3854
Item 6.			Selected Financial Data		4055
Item 7.			Management's Discussion and Analysis of Financial Condition and Results of Operations		4258
Item 7A.			Quantitative and Qualitative Disclosures about Market Risk		6785
Item 8.			Financial Statements and Supplementary Data		6886
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		6886
Item 9A.			Controls and Procedures		6886
Item 9B.			Other Information		7088

PART III

Item 10.			Directors, Executive Officers and Corporate Governance		7189
Item 11.			Executive Compensation		7289
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		7289
Item 13.			Certain Relationships and Related Transactions, and Director Independence		7390
Item 14.			Principal Accounting Fees and Services		7390

PART IV

Item 15.			Exhibits, Financial Statements and Schedules		7491
Item 16.			Form 10-K Summary		7491

SIGNATURES						7592

Financial Statements and Notes						~~F-1~~F-1
Exhibit Index						~~G-1~~G-1


Franchise Brands(1)
Worldwide Offices(2)	7,300	3,000	2,300	850	300	180
Worldwide Brokers and Sales Associates (2)	110,800	88,400	37,900	20,300	10,900	2,100
Franchise Brands(1) (2)							Franchise Brands(1) (2)
Worldwide Offices(3)							Worldwide Offices(3)	11,600	3,100	2,300	1,000	390
Worldwide Brokers and Sales Agents (3)							Worldwide Brokers and Sales Agents (3)	131,800	96,300	35,400	23,300	13,000
U.S. Annual Sides	420,184	727,415	128,812	111,950	70,980	N/A	U.S. Annual Sides	370,289	684,981	117,126	126,211	79,351
# of Countries with Owned or Franchised Operations	77	49	31	66	3	47	# of Countries with Owned or Franchised Operations	84	43	37	70	5

Characteristics	World's largest residential real estate sales organization Identified by consumers as the most recognized name in real estate Significant international office footprint	Longest running national real estate brand in the U.S. (since 1906) Known for innovative consumer services, marketing and technology	Driving value through innovation and collaboration Highest percentage of international offices among international brands	Synonymous with luxury Strong ties to auction house established in 1744 Rapid international growth	Growing real estate brand launched in July 2008 Unique relationship with a leading media company, including largest lifestyle magazine in the U.S.	A commercial real estate franchise organization Serves a wide range of clients from corporations to small businesses to individual clients and investors	Characteristics	A leader in brand awareness and the most recognized name in real estate Significant international office footprint	The only real estate brand that has been guiding people home for 114 years	Driving performance through innovation, collaboration and shared accountability Unique branding and products providing the flexibility of choice for our customer, community, agent, and brokerage	Synonymous with luxury Strong ties to auction house established in 1744 Powerful global presence	Unique access to consumers, marketing channels and content through its brand licensing relationship with a leading media company



	Interest Rate		Expiration Date	Principal Amount		Unamortized Discount and Debt Issuance Costs		Net Amount
Senior Secured Credit Facility:
Revolving Credit Facility(1)	(2)		October 2020	$	200	$ *		$	200
Term Loan B	(3)		July 2022	1,094		25		1,069
Term Loan A Facility:
Term Loan A	(4)		October 2020	413		2		411
Term Loan A-1	(5)		July 2021	351		4		347
Senior Notes	4.50	%	April 2019	450		11		439
Senior Notes	5.25	%	December 2021	550		5		545
Senior Notes	4.875	%	June 2023	500		4		496
Securitization obligations:(6)
Apple Ridge Funding LLC (7)			June 2017	192		*		192
Cartus Financing Limited (8)			August 2017	13		*		13
Total (9)				$	3,763	$	51	$	3,712


◦	a lack of improvement or a decline in the number of homesales, stagnant or declining home prices and/or a deterioration in other economic factors that particularly impact the residential real estate market and the business segments in which we operate;


◦	~~increasing mortgage rates and/or constraints on the availability of mortgage financing;~~


◦	~~insufficient or excessive home inventory levels by market and price point;~~


◦	legislative, tax or regulatory changes (including changes in regulatory interpretations or enforcement practices) that would adversely impact the residential real estate market, including changes relating to the Real Estate Settlement Procedures Act ("RESPA"), potential reforms of Fannie Mae and Freddie Mac, and potential tax code reform;


◦	changing attitudes towards home ownership, particularly among potential first-time homebuyers who may delay, or decide not to, purchase a home, as well as the potential impact of decisions to rent versus purchase a home; and


◦	the inability or unwillingness of current homeowners to purchase their next home due to various factors, including limited or negative equity in their current home, difficult mortgage underwriting standards, attractive rates on existing mortgages and the lack of available inventory in their market;


◦	~~the average homesale transaction size is very high and generally is the largest transaction one does in a lifetime;~~


◦	~~there is a compelling need for personal service as home preferences are unique to each buyer;~~


◦	~~a high level of support is required given the complexity associated with the process;~~


◦	~~there is a high variance in price, depending on neighborhood, floor plan, architecture, fixtures, and outdoor space; and~~


~~(1)~~	~~Does not include~~ ~~Corcoran~~^®,~~ZipRealty~~^®~~and Citi Habitats~~^SM.


◦	~~the valuation, inspection, purchasing and selling of a transferee's home;~~


▪	~~make investments or acquisitions;~~


▪	~~enter into transactions with affiliates;~~


◦	~~there is a need for specific marketing and technology services and support given the complexity of the transaction.~~


~~(2)~~	~~Includes an aggregate of 8,100 offices and 86,900 related brokers and sales associates of non-US franchisees and franchisors, based upon information they reported to us.~~


◦	~~the issuance of home equity advances to transferees permitting them to purchase a new home before selling their current home (these advances are generally guaranteed by the client);~~


◦	~~closing on the sale of the old home, generally at the instruction of the client;~~


▪	~~pay dividends or make distributions to our stockholders;~~


▪	~~incur restrictions on the ability of certain of our subsidiaries to pay dividends or to make other payments to us;~~


▪	~~merge or consolidate with other companies or transfer all or substantially all of our assets;~~


▪	~~transfer or sell assets, including capital stock of subsidiaries; and~~



	2015				2016
	High		Low		High		Low
First Quarter	$	49.32	$	42.23	$	36.46	$	27.98
Second Quarter	$	49.69	$	44.80	$	37.33	$	27.43
Third Quarter	$	49.75	$	36.97	$	31.48	$	25.39
Fourth Quarter	$	43.51	$	35.96	$	27.30	$	21.43



Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
November 1-30, 2016	952,182	$24.19	952,182	$	118,371,267
December 1-31, 2016 *	1,620,364	$25.90	1,620,364	$	76,403,839



Cumulative Total Return
	October 11, 2012		December 31, 2012		December 31, 2013		December 31, 2014		December 31, 2015		December 31, 2016
Realogy Holdings Corp.	$	100.00	$	122.69	$	144.65	$	130.09	$	107.22	$	75.77
SPDR S&P Homebuilders ETF (XHB) index	$	100.00	$	107.42	$	117.51	$	130.94	$	142.13	$	129.64
S&P 500	$	100.00	$	100.07	$	132.48	$	150.62	$	152.70	$	170.96



	Total amount expected to be incurred		Amount incurred to date		Total amount remaining to be incurred
RFG	$	5	$	4	$	1
NRT	40		27		13
Cartus	5		5		—
TRG	1		1		—
Corporate and Other	14		12		2
Total	$	65	$	49	$	16



Number of Existing Homesales	2014 vs. 2013		2015 vs. 2014			2016 vs. 2015
Industry
NAR (a)	(3	)%	6	%		4	%
Fannie Mae (b)	(3	)%	6	%		4	%
Realogy
RFG and NRT Combined	(2	)%	5	%		2	%
RFG	(2	)%	3	%	(c)	3	%
NRT	(3	)%	9	%	(c)	—	%



	Full Year 2015 vs. 2014		First Quarter 2016 vs. 2015
RFG	5	%	4	%
NRT	2	%	1	%



Price of Existing Homes	2014 vs. 2013		2015 vs. 2014			2016 vs. 2015
Industry
NAR (a)	4	%	4	%		4	%
Fannie Mae (b)	6	%	6	%		5	%
Realogy
RFG and NRT Combined	7	%	3	%		2	%
RFG	7	%	5	%	(c)	3	%
NRT	6	%	(2	)%	(c)	—	%



	Revenues (a)						% Change		EBITDA (b)						% Change		Margin
	2016			2015			% Change		2016			2015			% Change		2016		2015		Change
RFG	$	781		$	755		3	%	$	516		$	495		4	%	66	%	66	%	—
NRT	4,344			4,344			—		137			199			(31	)	3		5		(2	)
Cartus	405			415			(2	)	96			105			(9	)	24		25		(1	)
TRG	573			487			18		62			48			29		11		10		1
Corporate and Other	(293		)	(295		)	*		(78		)	(121		)	*
Total Company	$	5,810		$	5,706		2	%	$	733		$	726		1	%	13	%	13	%	—
Less: Depreciation and amortization									202			201
Interest expense, net									174			231
Income tax expense									144			110
Net income attributable to Realogy Holdings and Realogy Group									$	213		$	184



	Revenues (a)				% Change		EBITDA Before Restructuring (b)				% Change		Margin				Change
	2016		2015		% Change		2016		2015		% Change		2016		2015		Change
RFG and NRT Combined	$	4,832	$	4,804	1	%	$	679	$	699	(3	)%	14	%	15	%	(1	)


*	~~The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets.~~


~~(1)~~	As of December 31, 2016, the Company had $815 million of borrowing capacity under its Revolving Credit Facility leaving $615 million of available capacity. The revolving credit facility expires in October 2020, but is classified on the balance sheet as current due to the revolving nature of the facility. See Note 20, "Subsequent Events" for a description of the January 2017 increase of the


~~(6)~~	~~Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations.~~