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Press Release $CBG CBRE Group, Inc

0 COMMENTs 14 Feb
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Realogy Reports Financial Results for Full Year 2012

PARSIPPANY, NJ -- (Marketwire) -- 02/14/13 -- Realogy Holdings Corp. (NYSE: RLGY) ("Realogy" or the "Company"), a global leader in residential real estate franchising and provider of real estate brokerage, relocation title and settlement services, today reported financial results for the fourth quarter and full year ended December 31, 2012, including the following:

  • Realogy's net revenue for fourth quarter 2012 was $1.2 billion, a 30% increase compared to the same period in 2011.
  • The Company's Adjusted EBITDA(1) was $167 million in the fourth quarter, which was an increase of 61% year-over-year. The increase was primarily due to a 35% increase in sales volume (homesale transaction sides times average sale price) at the franchised and company-owned real estate services segments combined year-over-year for the quarter.
  • Net loss attributable to the Company in the fourth quarter was $292 million, which was after $400 million of primarily non-cash IPO-related costs, $18 million of debt extinguishment charges and $42 million of depreciation and amortization.
  • Realogy's net revenue for full year 2012 was $4.7 billion, an increase of 14% compared to 2011.
  • Realogy's Adjusted EBITDA(2) for 2012 was $674 million, an increase of 18% compared to 2011. These improved results were due largely to an increase in sales volume (homesale transaction sides times average sale price) at the franchised and company-owned real estate services segments.
  • In 2012, Realogy recorded a net loss attributable to the Company of $543 million, which was after $528 million of interest expense, $400 million of primarily non-cash IPO-related costs, $24 million of debt extinguishment charges and $173 million of depreciation and amortization.
  • Based on the Company's $3.1 billion reduction of debt from its IPO, which gives effect to the expected redemption in the second quarter of $200 million of Subordinated Notes with remaining IPO proceeds, the Company expects corporate cash interest expense to total $315 to $320 million in 2013.

"The strength of the year, and in particular our strong fourth quarter results, supports the growing consensus of a housing recovery," said Richard A. Smith, Realogy's chairman, chief executive officer and president. "The favorable housing trends we experienced early in 2012 were evident in the fourth quarter, and our first quarter 2013 closed sales volume and open contracts indicate the continuation of the housing recovery."

(1) See Table 6c for a reconciliation of Adjusted EBITDA for the three
    months ended December 31, 2012 and 2011.
(2) See Table 6a and 6b for a reconciliation of Adjusted EBITDA for the
    years ended December 31, 2012 and 2011, respectively.

Business Driver Discussion

For full year 2012, Realogy's core business drivers all showed significant year-over-year improvement. RFG, our franchise segment and largest contributor to our EBITDA, and NRT, the operator of our company-owned brokerage offices, led the way with closed homesale sides increases of 9% and 14%, respectively. Average sales price increased 8% at RFG and 4% for NRT for 2012 compared to 2011.

In our relocation business, Cartus experienced a 3% year-over-year increase in initiations compared to 2011 and a 10% increase in broker referrals. In our title and settlement services segment, Title Resource Group (TRG) experienced a 13% increase in purchase title and closing units compared to 2011 and a 42% increase in refinance title and closing units.

In the fourth quarter alone, RFG had a year-over-year 14% increase in homesale transaction sides, while NRT had a 22% year-over-year increase. RFG's average homesale price also increased 14% in the fourth quarter, and NRT's average homesale price, which is generally twice the national average, increased 18% compared to fourth quarter 2011. Thus, overall combined transaction volume was up 35% for the fourth quarter.

"Our closed homesale transaction volume drivers outperformed our expectations in the fourth quarter, especially with respect to average sales price," said Anthony E. Hull, Realogy's executive vice president, chief financial officer and treasurer. "We believe that the fourth quarter volume increase was partially aided by tax-related selling, particularly at the high end of the market."

Hull continued: "Based on the visibility we have into the coming months from our January closed sales data and open contracts in January and early February, we expect to see an approximately 4% to 5% increase in transaction sides in the first quarter of 2013 with one less business day than we had in the first quarter of 2012. Likewise, we anticipate a combined RFG and NRT average sale price increase of approximately 8% to 9% year-over-year, which would equate to a 14% to 16% volume increase in the first quarter after adjusting out the additional business day in the first quarter of 2012."

Recent Accomplishments & Other Highlights

  • Realogy's IPO and related transactions reduced our overall net indebtedness (including remaining IPO proceeds of approximately $220 million at year-end) by approximately $3.1 billion. Also as a result of the overall net debt reduction, Realogy's corporate cash interest expense is expected to decline to approximately $315 to $320 million in 2013. There were 145.4 million shares outstanding at December 31, 2012.
  • Realogy maintained its industry-leading position in terms of U.S. residential real estate market penetration, which was 26% for broker-assisted sales in 2012, based on volume. In all, Realogy was involved in approximately 1.3 million transaction sides last year -- on either the buy or sell side.
  • The Realogy Franchise Group finished the year with $234 million of new franchise sales gross commission income (GCI). RFG also retained approximately 97% of its franchisee production in 2012 as measured by GCI.
  • NRT retained approximately 94% of the GCI production of its first and second quartile agents in 2012.
  • In 2012, Cartus signed 117 new corporate clients and expanded the scope of services provided for nearly 300 existing clients.
  • TRG's underwriter reported a 22% increase in 2012 net premiums year over year. TRG's underwriting claims experience for the year was approximately 1.3%, which continues to substantially outperform the industry average loss ratio of approximately 7%.
  • In January, the Company appointed Brett White, recently retired CEO of CBRE Group (NYSE: CBG), to its Board of Directors. White is now the third independent director on our eight-member board.

Balance Sheet Information as of December 31, 2012

The Company ended the year with approximately $220 million of remaining IPO proceeds out of a total cash balance of $376 million and $110 million of outstanding borrowings on its revolving credit facility under its senior secured credit agreement.

"As previously discussed, we intend to use our remaining IPO proceeds to redeem the $190 million of 12 3/8% notes at par in April as well as the $10 million of 13 3/8% extended maturity notes," said Hull. "This will fully retire all of Realogy's subordinated debt. Our next focus will be the 11.5% Senior Notes and 12% Senior Notes, which become redeemable in April 2013. We are also in the process of refinancing our senior secured credit facility, which, if completed, would lower the interest rate on such borrowings and extend the maturities of our revolving credit facility and term loan. We continue to analyze and optimize our capital structure and use our free cash flow primarily to retire debt with the ultimate goal of becoming investment grade."

A consolidated balance sheet is included as Table 2 of this press release.

As of December 31, 2012, the senior secured leverage ratio (SSLR) under the Realogy Group LLC senior secured credit agreement was 3.30 to 1, below the 4.75 to 1 maximum ratio required to be in compliance under the agreement. (See Table 8 for the definition of this non-GAAP financial measure, Adjusted EBITDA, and Table 6a, 6b, and 6c for a reconciliation of this non-GAAP measure to the most comparable GAAP financial measure, net loss attributable to the Company.)

Investor Conference Call

Today, February 14th, Realogy will hold a conference call via webcast to review its fourth quarter and full year 2012 results at 8:30 a.m. (EDT). The call will be hosted by Richard A. Smith, chairman, chief executive officer and president, and Anthony E. Hull, executive vice president, chief financial officer and treasurer, and will conclude with an investor Q&A period with management.

Investors may access the conference call with corresponding slides live via webcast at ir.realogy.com or by telephone at (888) 895-2010 (toll free); international callers should dial (706) 679-2250. A webcast replay of the call will be available at ir.realogy.com from February 14 through March 1.

About Realogy Holdings Corp.

Realogy Holdings Corp. (NYSE: RLGY) is a global leader in real estate franchising with company-owned real estate brokerage operations doing business under its franchise systems as well as relocation and title services. Realogy's brands and business units include Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, The Corcoran Group®, ERA®, Sotheby's International Realty®, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise system members operate approximately 13,600 offices with 238,900 independent sales associates doing business in 102 countries around the world. Realogy is headquartered in Parsippany, N.J.

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Holdings Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates" and "plans" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.

Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: adverse developments or the absence of sustained improvement in general business, economic and political conditions; adverse developments or the absence of improvement in the residential real estate markets including but not limited to the lack of sustained improvement in the number of home sales and/or stagnant or declining in home prices, low levels of consumer confidence, the impact of slow economic growth or future recessions and related high levels of unemployment in the U.S. and abroad, continued low inventory levels, renewed high levels of foreclosures, seasonal fluctuations in the residential real estate brokerage business, and increasing mortgage rates and down payment requirements and/or constraints on the availability of mortgage financing; the Company's geographic and high-end market concentration, particularly with respect to its Company-owned brokerage operations; the Company's failure to enter into or renew franchise agreements or maintain its brands; risks relating to our substantial amount of outstanding debt and interest obligations; variable rate indebtedness which subjects the Company to interest rate risk; the Company's inability to access capital, including the inability to complete the refinancing of its senior secured credit facility; any outbreak or escalation of hostilities on a national, regional or international basis; government regulation as well as legislative, tax or regulatory changes that would adversely impact the residential real estate market, including but not limited to potential reform of the financing of the U.S. housing and mortgage markets and/or the Internal Revenue Code; the Company's inability to realize benefits from future acquisitions; the Company's inability to sustain improvements in its operating efficiency; and the final resolution or outcomes with respect to Cendant's remaining contingent liabilities.

Consideration should be given to the areas of risk described above, as well as those risks set forth under the headings "Forward-Looking Statements" and "Risk Factors" in our filings with the Securities and Exchange Commission, including our final prospectus filed with the SEC on October 11, 2012, our Annual Report on Form 10-K for the year ended December 31, 2011, as amended, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012, as amended, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and in our other filings made from time to time, in connection with considering any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.

This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, important information regarding such measures is contained in the Tables attached to this release.



Table 1
                           REALOGY HOLDINGS CORP.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In millions, except per share data)

                                                Year Ended December 31,
                                            -------------------------------
                                               2012       2011       2010
                                            ---------  ---------  ---------
Revenues
  Gross commission income                   $   3,428  $   2,926  $   2,965
  Service revenue                                 821        752        700
  Franchise fees                                  271        256        263
  Other                                           152        159        162
                                            ---------  ---------  ---------
Net revenues                                    4,672      4,093      4,090
                                            ---------  ---------  ---------
Expenses
  Commission and other agent-related costs      2,319      1,932      1,932
  Operating                                     1,313      1,270      1,241
  Marketing                                       190        185        179
  General and administrative                      327        254        238
  Former parent legacy costs (benefit), net        (8)       (15)      (323)
  Restructuring costs                              12         11         21
  Merger costs                                     --          1          1
  Depreciation and amortization                   173        186        197
  Interest expense, net                           528        666        604
  Loss on the early extinguishment of debt         24         36         --
  IPO related costs for Convertible Notes         361         --         --
  Other (income)/expense, net                      (4)        --         (6)
                                            ---------  ---------  ---------
Total expenses                                  5,235      4,526      4,084
                                            ---------  ---------  ---------
Income (loss) before income taxes, equity
 in earnings and noncontrolling interests        (563)      (433)         6
Income tax expense                                 39         32        133
Equity in earnings of unconsolidated
 entities                                         (62)       (26)       (30)
                                            ---------  ---------  ---------
Net loss                                         (540)      (439)       (97)
Less: Net income attributable to
 noncontrolling interests                          (3)        (2)        (2)
                                            ---------  ---------  ---------
Net loss attributable to Realogy            $    (543) $    (441) $     (99)
                                            =========  =========  =========

Earnings (loss) per share attributable to
 Realogy:
  Basic loss per share:                        (14.41)    (55.01)    (12.35)
  Diluted loss per share:                      (14.41)    (55.01)    (12.35)
Weighted average common and common equivalent shares of Realogy Holdings
 outstanding:
  Basic:                                         37.7        8.0        8.0
  Diluted:                                       37.7        8.0        8.0



Table 2
                           REALOGY HOLDINGS CORP.
                        CONSOLIDATED BALANCE SHEETS
                               (In millions)

                                                          December 31,
                                                     ----------------------
                                                        2012        2011
                                                     ----------  ----------
ASSETS
Current assets:
  Cash and cash equivalents                          $      376  $      143
  Trade receivables (net of allowance for doubtful
   accounts of $51 and $64)                                 122         120
  Relocation receivables                                    324         378
  Relocation properties held for sale                         9          11
  Deferred income taxes                                      54          66
  Other current assets                                       93          88
                                                     ----------  ----------
    Total current assets                                    978         806
Property and equipment, net                                 188         165
Goodwill                                                  3,304       3,299
Trademarks                                                  732         732
Franchise agreements, net                                 1,629       1,697
Other intangibles, net                                      399         439
Other non-current assets                                    215         212
                                                     ----------  ----------
Total assets                                         $    7,445  $    7,350
                                                     ==========  ==========

LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                   $      148  $      184
  Securitization obligations                                261         327
  Due to former parent                                       69          80
  Revolving credit facility and current portion of
   long-term debt                                           110         325
  Accrued expenses and other current liabilities            427         520
                                                     ----------  ----------
    Total current liabilities                             1,015       1,436
Long-term debt                                            4,256       6,825
Deferred income taxes                                       444         421
Other non-current liabilities                               211         167
                                                     ----------  ----------
Total liabilities                                         5,926       8,849
                                                     ----------  ----------
Commitments and contingencies
Equity (deficit):
  Realogy Holdings common stock:  $. 01 par value;
   450,000,000 shares authorized, 145,369,453 shares
   outstanding at December 31, 2012, and 178,000,000
   shares authorized, 4,200 Class A shares
   outstanding, 8,017,080 Class B shares outstanding
   at December 31, 2011                                       1          --
  Additional paid-in capital                              5,591       2,033
  Accumulated deficit                                    (4,045)     (3,502)
  Accumulated other comprehensive loss                      (31)        (32)
                                                     ----------  ----------
    Total Realogy Holdings stockholders' deficit          1,516      (1,501)
                                                     ----------  ----------
  Noncontrolling interests                                    3           2
                                                     ----------  ----------
Total equity (deficit)                                    1,519      (1,499)
                                                     ----------  ----------
Total liabilities and equity (deficit)               $    7,445  $    7,350
                                                     ==========  ==========



Table 3
                           REALOGY HOLDINGS CORP.
                              2012 KEY DRIVERS

                                     Quarter Ended
                       -----------------------------------------
                                                                     Year
                                                                    Ended
                       March 31,  June 30,  September   December   December
                          2012      2012     30, 2012   31, 2012   31, 2012
                       ---------  --------  ---------  ---------  ---------
Real Estate Franchise
 Services (a)
Closed homesale sides    197,458   273,771    265,828    251,567    988,624
Average homesale price $ 194,071  $214,547  $ 218,866  $ 222,234  $ 213,575
Average homesale
 broker commission
 rate                       2.56%     2.55%      2.53%      2.53%      2.54%
Net effective royalty
 rate                       4.75%     4.64%      4.65%      4.53%      4.63%
Royalty per side       $     248  $    263  $     268  $     265  $     262
Company Owned Real
 Estate Brokerage
 Services
Closed homesale sides     55,273    82,768     79,383     71,985    289,409
Average homesale price $ 403,115  $446,732  $ 442,212  $ 476,789  $ 444,638
Average homesale
 broker commission
 rate                       2.51%     2.49%      2.50%      2.48%      2.49%
Gross commission
 income per side       $  10,959  $ 11,856  $  11,786  $  12,501  $  11,826
Relocation Services
Initiations               37,470    48,698     38,696     33,298    158,162
Referrals                 14,266    22,039     24,082     18,940     79,327
Title and Settlement
 Services
Purchase title and
 closing units            20,565    29,973     28,927     25,691    105,156
Refinance title and
 closing units            22,016    17,766     24,168     25,270     89,220
Average price per
 closing unit          $   1,237  $  1,450  $   1,378  $   1,366  $   1,362

(a) Includes all franchisees except for our Company Owned Real Estate
    Brokerage Services segment.



Table 4
                           REALOGY HOLDINGS CORP.
                              2011 KEY DRIVERS

                                     Quarter Ended
                       -----------------------------------------
                                                                     Year
                                                                    Ended
                       March 31,  June 30,  September   December   December
                          2011      2011     30, 2011   31, 2011   31, 2011
                       ---------  --------  ---------  ---------  ---------
Real Estate Franchise
 Services (a)
Closed homesale sides    184,643   251,045    252,991    220,931    909,610
Average homesale price $ 193,710  $202,045  $ 200,987  $ 194,673  $ 198,268
Average homesale
 broker commission
 rate                       2.54%     2.55%      2.56%      2.56%      2.55%
Net effective royalty
 rate                       4.87%     4.83%      4.88%      4.78%      4.84%
Royalty per side       $     251  $    258  $     261  $     250  $     256
Company Owned Real
 Estate Brokerage
 Services
Closed homesale sides     51,200    73,061     71,167     59,094    254,522
Average homesale price $ 414,164  $445,550  $ 433,003  $ 405,382  $ 426,402
Average homesale
 broker commission
 rate                       2.50%     2.49%      2.49%      2.51%      2.50%
Gross commission
 income per side       $  11,188  $ 11,931  $  11,620  $  10,924  $  11,461
Relocation Services
Initiations               35,108    46,433     37,540     34,188    153,269
Referrals                 12,813    20,282     22,254     16,820     72,169
Title and Settlement
 Services
Purchase title and
 closing units            18,971    26,219     26,128     21,927     93,245
Refinance title and
 closing units            16,826    10,840     14,234     20,950     62,850
Average price per
 closing unit          $   1,386  $  1,525  $   1,446  $   1,292  $   1,409

(a) Includes all franchisees except for our Company Owned Real Estate
    Brokerage Services segment.



Table 5a
                           REALOGY HOLDINGS CORP.
                        SELECTED 2012 FINANCIAL DATA
                               (In millions)

                               For the Three Months Ended
                       -----------------------------------------
                                                                   For the
                                                                     Year
                                                                    Ended
                       March 31,  June 30,  September   December   December
Revenue (a)               2012      2012     30, 2012   31, 2012   31, 2012
                       ---------  --------  ---------  ---------  ---------
Real Estate Franchise
 Services              $     129  $    170  $     161  $     144  $     604
Company Owned Real
 Estate Brokerage
 Services                    617       994        948        910      3,469
Relocation Services           88       109        124        102        423
Title and Settlement
 Services                     88       106        114        113        421
Corporate and Other          (47)      (70)       (66)       (62)      (245)
                       ---------  --------  ---------  ---------  ---------
  Total Company        $     875  $  1,309  $   1,281  $   1,207  $   4,672
                       =========  ========  =========  =========  =========

EBITDA (b) (c)
Real Estate Franchise
 Services              $      61  $     99  $     107  $      97  $     364
Company Owned Real
 Estate Brokerage
 Services                    (17)       78         67         37        165
Relocation Services            4        30         45         24        103
Title and Settlement
 Services                      2        14         12         10         38
Corporate and Other          (20)      (18)       (18)      (417)      (473)
                       ---------  --------  ---------  ---------  ---------
  Total Company        $      30  $    203  $     213  $    (249) $     197
                       ---------  --------  ---------  ---------  ---------
Less:
Depreciation and
 amortization                 45        44         42         42        173
Interest expense, net        170       176        187         (5)       528
Income tax expense             7         8         18          6         39
                       ---------  --------  ---------  ---------  ---------
  Net loss
   attributable to
   Realogy             $    (192) $    (25) $     (34) $    (292) $    (543)
                       =========  ========  =========  =========  =========

(a) Transactions between segments are eliminated in consolidation. Revenues
    for the Real Estate Franchise Services segment include intercompany
    royalties and marketing fees paid by the Company Owned Real Estate
    Brokerage Services segment of $47 million, $70 million, $66 million and
    $62 million for the three months ended March 31, 2012, June 30, 2012,
    September 30, 2012 and December 31, 2012, respectively. Such amounts are
    eliminated through the Corporate and Other line.

    Revenues for the Relocation Services segment include $7 million, $11
    million, $12 million and $9 million of intercompany referral and
    relocation fees paid by the Company Owned Real Estate Brokerage Services
    segment during the three months ended March 31, 2012, June 30, 2012,
    September 30, 2012 and December 31, 2012, respectively. Such amounts are
    recorded as contra-revenues by the Company Owned Real Estate Brokerage
    Services segment.

(b) Includes $3 million of restructuring costs and $6 million related to
    loss on the early extinguishment of debt, partially offset by $3 million
    of former parent legacy benefits for the three months ended March 31,
    2012. Includes $2 million of restructuring costs for the three months
    ended June 30, 2012. Includes $2 million of restructuring costs,
    partially offset by $1 million of former parent legacy benefits for the
    three months ended September 30, 2012. Includes $361 million of IPO
    related costs (of which $256 million was non-cash and related to the
    issuance of additional shares and $105 million was a cash fee payment),
    $39 million expense for the Apollo management fee termination agreement,
    $18 million loss on the early extinguishment of debt and $5 million of
    restructuring costs, partially offset by a net benefit of $4 million of
    former parent legacy items for the three months ended December 31, 2012.
    The amounts broken down by business units as follows:

                               For the Three Months Ended
                       ------------------------------------------
                                                                    For the
                                                                  Year Ended
                        March 31,  June 30,  September  December   December
                          2012       2012    30, 2012   31, 2012   31, 2012
                       ---------- --------- ---------- ---------- ----------
Real Estate Franchise
 Services                      --        --        --          --         --
Company Owned Real
 Estate Brokerage
 Services                       1         2         2           2          7
Relocation Services             1        --        --           2          3
Title and Settlement
 Services                       1        --        --           1          2
Corporate and Other             3        --        (1)        414        416
                       ---------- --------- ---------- ---------- ----------
  Total Company                 6         2         1         419        428
                       ========== ========= ========== ========== ==========

(c) The three months ended March 31, 2012 reflects the incremental employee-
    related costs that were primarily due to $10 million of expense for the
    2012 bonus plan, which is in addition to $11 million of expense being
    recognized for the retention plan that was implemented in November 2010,
    whereas in the first quarter of 2011 only $11 million of expense was
    recognized for the retention plan. The retention plan was put in place
    to retain key employees during a period when there was not an annual
    bonus plan.

    The three months ended June 30, 2012 reflects the incremental employee-
    related costs that were primarily due to $16 million of expense for the
    2012 bonus plan, which is in addition to $10 million of expense being
    recognized for the November 2010 retention plan, whereas in the second
    quarter of 2011 only $10 million of expense was recognized for the
    retention plan.As a result, there is $16 million of incremental employee
    related costs in the second quarter of 2012 compared to the second
    quarter of 2011.

    The three months ended September 30, 2012 reflects the incremental
    employee-related costs that were primarily due to $18 million of expense
    for the 2012 bonus plan, which is in addition to $6 million of expense
    being recognized for the November 2010 retention plan, whereas in the
    third quarter of 2011 only $9 million of expense was recognized for the
    retention plan.As a result, there is $15 million of incremental employee
    related costs in the third quarter of 2012 compared to the third quarter
    of 2011.

    The three months ended December 31, 2012 reflects the incremental
    employee-related costs that were primarily due to $18 million of expense
    for the 2012 bonus plan, whereas in the fourth quarter of 2011 only $10
    million of expense was recognized for the retention plan.As a result,
    there is $8 million of incremental employee related costs in the fourth
    quarter of 2012 compared to the fourth quarter of 2011.



Table 5b
                           REALOGY HOLDINGS CORP.
                        SELECTED 2011 FINANCIAL DATA
                               (In millions)

                               For the Three Months Ended
                       -----------------------------------------
                                                                   For the
                                                                     Year
                                                                    Ended
                       March 31,  June 30,  September   December   December
Revenue (a)               2011      2011     30, 2011   31, 2011   31, 2011
                       ---------  --------  ---------  ---------  ---------
Real Estate Franchise
 Services              $     118  $    160  $     151  $     128  $     557
Company Owned Real
 Estate Brokerage
 Services                    587       884        841        658      2,970
Relocation Services           87       110        126        100        423
Title and Settlement
 Services                     83        90         95         91        359
Corporate and Other          (44)      (65)       (58)       (49)      (216)
                       ---------  --------  ---------  ---------  ---------
  Total Company        $     831  $  1,179  $   1,155  $     928  $   4,093
                       =========  ========  =========  =========  =========
EBITDA (b)
Real Estate Franchise
 Services              $      62  $     97  $      92  $      69  $     320
Company Owned Real
 Estate Brokerage
 Services                    (37)       48         47         (2)        56
Relocation Services           10        32         50         23        115
Title and Settlement
 Services                      2        12          8          7         29
Corporate and Other          (48)       (2)       (10)       (17)       (77)
                       ---------  --------  ---------  ---------  ---------
  Total Company        $     (11) $    187  $     187  $      80  $     443
                       ---------  --------  ---------  ---------  ---------
Less:
Depreciation and
 amortization                 46        47         46         47        186
Interest expense, net        179       161        159        167        666
Income tax expense             1         1         10         20         32
                       ---------  --------  ---------  ---------  ---------
  Net loss
   attributable to
   Realogy             $    (237) $    (22) $     (28) $    (154) $    (441)
                       =========  ========  =========  =========  =========

(a) Transactions between segments are eliminated in consolidation. Revenues
    for the Real Estate Franchise Services segment include intercompany
    royalties and marketing fees paid by the Company Owned Real Estate
    Brokerage Services segment of $44 million, $65 million, $58 million and
    $49 million for the three months ended March 31, June 30, September 30,
    and December 31 2011, respectively. Such amounts are eliminated through
    the Corporate and Other line.

    Revenues for the Relocation Services segment include $7 million, $11
    million, $11 million and $8 million of intercompany referral and
    relocation fees paid by the Company Owned Real Estate Brokerage Services
    segment during the three months ended March 31, June 30, September 30,
    and December 31 2011, respectively. Such amounts are recorded as contra-
    revenues by the Company Owned Real Estate Brokerage Services segment.

    Revenues for the Real Estate Franchise Services segment include
    intercompany royalties and marketing fees paid by the Company Owned Real
    Estate Brokerage Services segment of $216 million for the year ended
    December 31, 2011. Revenues for the Relocation Services segment include
    intercompany referral and relocation fees paid by the Company Owned Real
    Estate Brokerage Services segment of $37 million for the year ended
    December 31, 2011. There are no other material inter-segment
    transactions.

(b) Includes $2 million of restructuring costs and $36 million related to
    loss on the early extinguishment of debt, partially offset by $2 million
    of former parent legacy benefits for the three months ended March 31,
    2011. Includes $3 million of restructuring costs offset by a net benefit
    of $12 million of former parent legacy items for the three months ended
    June 30, 2011. Includes $3 million of restructuring costs offset by a
    net benefit of $3 million of former parent legacy items for the three
    months ended September 30, 2011. Includes $3 million of restructuring,
    $1 million of merger costs and $2 million of former parent legacy costs
    for the three months ended December 31, 2011.

    EBITDA for the year ended December 31, 2011 includes $36 million related
    to loss on the early extinguishment of debt, $11 million of
    restructuring costs and $1 million of merger costs, partially offset by
    a net benefit of $15 million of former parent legacy items primarily as
    a result of tax and other liability adjustments. The amounts broken down
    by business units as follows:

                               For the Three Months Ended
                       ------------------------------------------
                                                                    For the
                                                                  Year Ended
                        March 31, June 30,  September   December   December
                          2011      2011     30, 2011   31, 2011   31, 2011
                       ---------- --------  ---------  ---------- ----------
Real Estate Franchise
 Services                      --       --         --          --         --
Company Owned Real
 Estate Brokerage
 Services                       2        2          3           2          9
Relocation Services            --       --         --           1          1
Title and Settlement
 Services                      --        1         --          --          1
Corporate and Other            34      (12)        (3)          3         22
                       ---------- --------  ---------  ---------- ----------
  Total Company                36       (9)        --           6         33
                       ========== ========  =========  ========== ==========



Table 6a
                           REALOGY HOLDINGS CORP.
                      2012 EBITDA AND ADJUSTED EBITDA
                               (In millions)

A reconciliation of net loss attributable to Realogy to EBITDA and Adjusted
EBITDA for the year ended December 31, 2012 is set forth in the following
table:

                                                               For the Year
                                                                   Ended
                                                               December 31,
                                                                   2012
                                                               ------------
Net loss attributable to Realogy                               $       (543)
Income tax expense                                                       39
                                                               ------------
Income before income taxes                                             (504)
Interest expense, net                                                   528
Depreciation and amortization                                           173
                                                               ------------
EBITDA                                                                  197
Covenant calculation adjustments:
  Restructuring costs and former parent legacy costs
   (benefit), net (a)                                                     4
  IPO related costs for the Convertible Notes                           361
  Loss on the early extinguishment of debt                               24
  Pro forma cost savings for 2012 restructuring initiatives
   (b)                                                                    7
  Pro forma effect of business optimization initiatives (c)              31
  Non-cash charges (d)                                                   (3)
  Non-recurring fair value adjustments for purchase accounting
   (e)                                                                    3
  Pro forma effect of acquisitions and new franchisees (f)                5
  Apollo management fees (g)                                             39
  Incremental securitization interest costs (h)                           6
                                                               ------------
Adjusted EBITDA                                                $        674
                                                               ------------
Total senior secured net debt (i)                              $      2,224
Senior secured leverage ratio                                         3.30x

(a) Consists of $12 million of restructuring costs offset by a benefit of $8
    million of former parent legacy items.
(b) Represents actual costs incurred that are not expected to recur in
    subsequent periods due to restructuring activities initiated during
    2012. From this restructuring, we expect to reduce our operating costs
    by approximately $14 million on a twelve-month run-rate basis and
    estimate that $7 million of such savings were realized from the time
    they were put in place. The adjustment shown represents the impact the
    savings would have had on the period from January 1, 2012 through the
    time they were put in place, had those actions been effected on January
    1, 2012.
(c) Represents the twelve-month pro forma effect of business optimization
    initiatives including $3 million related to our Relocation Services
    integration costs, $3 million related to vendor renegotiations, $26
    million for employee retention accruals and $2 million of other items
    less a $3 million adjustment for the at risk homesale reserves. The
    employee retention accruals reflect the employee retention plans that
    were implemented in lieu of our customary bonus plans in 2010 and 2011,
    due to the ongoing and prolonged downturn in the housing market in order
    to ensure the retention of executive officers and other key personnel,
    principally within our corporate services unit and the corporate offices
    of our four business units.
(d) Represents the elimination of non-cash expenses, including $5 million of
    stock-based compensation expense and $2 million of other items less $10
    million for the change in the allowance for doubtful accounts and notes
    reserves from January 1, 2012 through December 31, 2012.
(e) Reflects the adjustment for the negative impact of fair value
    adjustments for purchase accounting at the operating business segments
    primarily related to deferred rent.
(f) Represents the estimated impact of acquisitions and new franchisees as
    if they had been acquired or signed on January 1, 2012. Franchisee sales
    activity is comprised of new franchise agreements as well as growth
    acquired by existing franchisees with our assistance. We have made a
    number of assumptions in calculating such estimate and there can be no
    assurance that we would have generated the projected levels of EBITDA
    had we owned the acquired entities or entered into the franchise
    contracts as of January 1, 2012.
(g) Represents the fee paid to Apollo for termination of the management
    agreement.
(h) Reflects the incremental borrowing costs incurred as a result of the
    2011 securitization facilities refinancing for the twelve months ended
    December 31, 2012.
(i) Represents total borrowings under the senior secured credit facility
    which are secured by a first priority lien on our assets of $2,525
    million plus $12 million of capital lease obligations less $313 million
    of readily available cash as of December 31, 2012. Pursuant to the terms
    of the senior secured credit facility, senior secured net debt does not
    include First and a Half Lien Notes and other indebtedness that is
    secured by a lien that is pari passu or junior to the First and a Half
    Lien Notes or securitization obligations.



Table 6b
                           REALOGY HOLDINGS CORP.
                      2011 EBITDA AND ADJUSTED EBITDA
                               (In millions)

A reconciliation of net loss attributable to Realogy to EBITDA and Adjusted
EBITDA for the year ended December 31, 2011 is set forth in the following
table:

                                                               For the Year
                                                                   Ended
                                                               December 31,
                                                                   2011
                                                               ------------
Net loss attributable to Realogy                               $       (441)
Income tax expense (benefit)                                             32
                                                               ------------
Income before income taxes                                             (409)
Interest expense (income), net                                          666
Depreciation and amortization                                           186
                                                               ------------
EBITDA                                                                  443
Covenant calculation adjustments:
  Restructuring costs, merger costs and former parent legacy
   costs (benefit), net (a)                                              (3)
  Loss on the early extinguishment of debt                               36
  Pro forma cost savings for 2011 restructuring initiatives
   (b)                                                                   11
  Pro forma effect of business optimization initiatives (c)              52
  Non-cash charges (d)                                                    4
  Non-recurring fair value adjustments for purchase accounting
   (e)                                                                    4
  Pro forma effect of acquisitions and new franchisees (f)                7
  Apollo management fees (g)                                             15
  Incremental securitization interest costs (h)                           2
                                                               ------------
Adjusted EBITDA                                                $        571
                                                               ------------
Total senior secured net debt (i)                              $      2,536
Senior secured leverage ratio                                         4.44x

(a) Consists of $11 million of restructuring costs and $1 million of merger
    costs offset by a benefit of $15 million of former parent legacy items.
(b) Represents actual costs incurred that are not expected to recur in
    subsequent periods due to restructuring activities initiated during
    2011. From this restructuring, we expect to reduce our operating costs
    by approximately $21 million on a twelve-month run-rate basis and
    estimate that $10 million of such savings were realized from the time
    they were put in place. The adjustment shown represents the impact the
    savings would have had on the period from January 1, 2011 through the
    time they were put in place, had those actions been effected on January
    1, 2011.
(c) Represents the twelve-month pro forma effect of business optimization
    initiatives that have been completed to reduce costs, including $1
    million related to our Relocation Services integration costs and
    acquisition related non-cash adjustments, $6 million related to vendor
    renegotiations, $41 million for employee retention accruals and $4
    million of other initiatives. The employee retention accruals reflect
    the employee retention plans that have been implemented in lieu of our
    customary bonus plan, due to the ongoing and prolonged downturn in the
    housing market in order to ensure the retention of executive officers
    and other key personnel, principally within our corporate services unit
    and the corporate offices of our four business units.
(d) Represents the elimination of non-cash expenses, including $7 million of
    stock-based compensation expense and $4 million of other items less $7
    million for the change in the allowance for doubtful accounts and notes
    reserves from January 1, 2011 through December 31, 2011.
(e) Reflects the adjustment for the negative impact of fair value
    adjustments for purchase accounting at the operating business segments
    primarily related to deferred rent.
(f) Represents the estimated impact of acquisitions and new franchisees as
    if they had been acquired or signed on January 1, 2011. Franchisee sales
    activity is comprised of new franchise agreements as well as growth
    acquired by existing franchisees with our assistance. We have made a
    number of assumptions in calculating such estimate and there can be no
    assurance that we would have generated the projected levels of EBITDA
    had we owned the acquired entities or entered into the franchise
    contracts as of January 1, 2011.
(g) Represents the elimination of annual management fees payable to Apollo
    for the twelve months ended December 31, 2011.
(h) Reflects the incremental borrowing costs incurred as a result of the
    securitization facilities refinancing for the twelve months ended
    December 31, 2011.
(i) Represents total borrowings under the senior secured credit facility
    which are secured by a first priority lien on our assets of $2,626
    million plus $11 million of capital lease obligations less $101 million
    of readily available cash as of December 31, 2011. Pursuant to the terms
    of the senior secured credit facility, senior secured net debt does not
    include First and a Half Lien Notes, Second Lien Loans, other
    indebtedness that is secured by a lien that is pari passu or junior to
    the First and a Half Lien Notes or securitization obligations.


Table 6c
                           REALOGY HOLDINGS CORP.
                         EBITDA AND ADJUSTED EBITDA
                       THREE MONTHS ENDED DECEMBER 31
                               (In millions)

Set forth in the table below is a reconciliation of net loss attributable
to Realogy Holdings Corp. to Adjusted EBITDA for the three-month periods
ended December 31, 2012 and 2011:

                                                 Three Months  Three Months
                                                     Ended         Ended
                                                 December 31,  December 31,
                                                     2012          2011
                                                 ------------  ------------
Net loss attributable to Realogy Holdings        $       (292) $       (154)
Income tax expense                                          6            20
                                                 ------------  ------------
Income before income taxes                               (286)         (134)
Interest expense, net                                      (5)          167
Depreciation and amortization                              42            47
                                                 ------------  ------------
EBITDA                                                   (249)           80
Restructuring costs, merger costs and former
 parent legacy costs (benefit), net                         1             6
Loss on the early extinguishment of debt                   18            --
IPO related costs for the Convertible Notes               361            --
Apollo management fee termination                          39            --
Pro forma cost savings for 2012 restructuring
 initiatives                                                1            --
Pro forma effect of business optimization
 initiatives                                                1            11
Non-cash charges                                            3            --
Non-recurring fair value adjustments for
 purchase accounting                                        1             1
Pro forma effect of acquisitions and new
 franchisees                                                1             1
Apollo management fees                                    (11)            4
Incremental securitization interest costs                   1             1
                                                 ------------  ------------
Adjusted EBITDA                                  $        167  $        104
                                                 ============  ============



Table 7
                           REALOGY HOLDINGS CORP.
                               FREE CASH FLOW
                               (In millions)

A reconciliation of net loss attributable to Realogy to free cash flow for
the year ended December 31, 2012 is set forth in the following table:

                                                     For the Year Ended
                                                      December 31, 2012
                                                 --------------------------
                                                     $ in
                                                   millions     $ per share
                                                 ------------  ------------
Net loss attributable to Realogy / Basic
 earnings per share                              $       (543) $     (14.41)
Income tax expense, net of payments                        32          0.85
Interest expense, net                                     528         14.02
Interest payments                                        (571)       (15.16)
Depreciation and amortization                             173          4.59
Capital expenditures                                      (54)        (1.43)
Restructuring costs and former parent legacy
 costs (benefit), net of payments                         (14)        (0.37)
IPO related costs                                         400         10.62
Cash payment related to Convertible Notes                (105)        (2.79)
Cash payment related to Apollo management fee
 termination                                              (39)        (1.04)
Loss on the early extinguishment of debt                   24          0.64
Working capital adjustments                               (52)        (1.38)
Relocation receivables and properties, net of
 change in securitization obligations                     (10)        (0.27)
                                                 ------------  ------------
Free Cash Flow / Cash Earnings Per Share         $       (231) $      (6.13)
                                                 ============  ============

Basic weighted average number of common shares
 outstanding (in millions)                                             37.7
                                                               ============


Table 8

Non-GAAP Definitions

EBITDA is defined by us as net income (loss) before depreciation and amortization, interest expense, net (other than relocation services interest for relocation receivables and securitization obligations) and income taxes. Adjusted EBITDA calculated for a twelve-month period is presented to demonstrate our compliance with the senior secured leverage ratio covenant in the senior secured credit facility. Adjusted EBITDA calculated for a twelve-month period corresponds to the definition of "EBITDA," calculated on a "pro forma basis," used in the senior secured credit facility to calculate the senior secured leverage ratio. Adjusted EBITDA includes adjustments to EBITDA for merger costs, restructuring costs, former parent legacy cost (benefit) items, net, gain (loss) on the early extinguishment of debt, pro forma cost savings, the pro forma effect of business optimization initiatives and the pro forma effect of acquisitions and new franchisees, in each case calculated as of the beginning of the twelve-month period.

We present EBITDA and Adjusted EBITDA because we believe EBITDA and Adjusted EBITDA are useful as supplemental measures in evaluating the performance of our operating businesses and provide greater transparency into our results of operations. Our management, including our chief operating decision maker, uses EBITDA as a factor in evaluating the performance of our business. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations data prepared in accordance with GAAP.

We believe EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation, the age and book depreciation of facilities (affecting relative depreciation expense) and the amortization of intangibles, which may vary for different companies for reasons unrelated to operating performance. We further believe that EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an EBITDA measure when reporting their results.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider EBITDA or Adjusted EBITDA either in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are:

  • these measures do not reflect changes in, or cash requirement for, our working capital needs;
  • these measures do not reflect our interest expense (except for interest related to our securitization obligations), or the cash requirements necessary to service interest or principal payments on our debt;
  • these measures do not reflect our income tax expense or the cash requirements to pay our taxes;
  • these measures do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these measures do not reflect any cash requirements for such replacements; and
  • other companies may calculate these measures differently so they may not be comparable.

In addition to the limitations described above, Adjusted EBITDA includes pro forma cost savings, the pro forma effect of business optimization initiatives and the pro forma full year effect of acquisitions and new franchisees. These adjustments may not reflect the actual cost savings or pro forma effect recognized in future periods.

Free Cash Flow is defined as net loss attributable to Realogy before income tax expense, net of payments, interest expense, net, depreciation and amortization, capital expenditures, restructuring costs and former parent legacy costs (benefit), net of payments, IPO related costs, cash payment related to Convertible Notes, cash payment related to Apollo management fee termination, loss on the early extinguishment of debt, working capital adjustments and relocation receivables and properties, net of change in securitization obligations. Cash Earnings Per Share is defined as Free Cash Flow divided by the weighted average basic shares outstanding. We use Free Cash Flow and Cash Earnings Per Share in our internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Free Cash Flow and Cash Earnings Per Share are not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP or as an indicator of the Company's operating performance. Free Cash Flow and Cash Earnings Per Share may differ from similarly titled measures presented by other companies.

Investor Contact:
Alicia Swift
(973) 407-4669
alicia.swift@realogy.com

Media Contact:
Mark Panus
(973) 407-7215
mark.panus@realogy.com

Source: Realogy Holdings Corp.

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