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______________________________________________________________________________________________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 10-Q
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 001-35674
Commission File No. 333-148153
REALOGY HOLDINGS CORP. REALOGY GROUP LLC
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
20-8050955 20-4381990
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
Delaware
(State or other jurisdiction of incorporation or organization)
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrants' telephone number, including area code)
___________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Realogy Holdings Corp. Common Stock, par value $0.01 per share RLGY New York Stock Exchange
Realogy Group LLC None None None
Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.  
Realogy Holdings Corp. Yes   No  Realogy Group LLC Yes   No 
Indicate by check mark whether the Registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit such files). 
Realogy Holdings Corp. Yes   No  Realogy Group LLC Yes   No 
Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company
Realogy Holdings Corp.
Realogy Group LLC
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Realogy Holdings Corp. Yes   No  Realogy Group LLC Yes   No 
There were 115,456,844 shares of Common Stock, $0.01 par value, of Realogy Holdings Corp. outstanding as of November 3, 2020.
__________________________________________________________________________________________________________________


TABLE OF CONTENTS
Page
1
1
PART I FINANCIAL INFORMATION
Item 1.
4
4
5
6
7
8
9
Item 2.
Item 3.
Item 4.
PART II
OTHER INFORMATION
Item 1.
Item 1A.
Item 5.
Item 6.




INTRODUCTORY NOTE
Except as otherwise indicated or unless the context otherwise requires, the terms "we," "us," "our," "our company," "Realogy," "Realogy Holdings" and the "Company" refer to Realogy Holdings Corp., a Delaware corporation, and its consolidated subsidiaries, including Realogy Intermediate Holdings LLC, a Delaware limited liability company ("Realogy Intermediate"), and Realogy Group LLC, a Delaware limited liability company ("Realogy Group"). Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same.
Realogy Holdings is not a party to the Amended and Restated Credit Agreement dated as of March 5, 2013, as amended, amended and restated, modified or supplemented from time to time (the "Senior Secured Credit Agreement") that governs our senior secured credit facility (the "Senior Secured Credit Facility", which includes our "Revolving Credit Facility" and our "Term Loan B Facility") and the Term Loan A Agreement dated as of October 23, 2015, as amended from time to time (the "Term Loan A Agreement") that governs our senior secured term loan A credit facility (the "Term Loan A Facility") and certain references in this report to our consolidated indebtedness exclude Realogy Holdings with respect to indebtedness under the Senior Secured Credit Facility and Term Loan A Facility. In addition, while Realogy Holdings is a guarantor of Realogy Group's obligations under both its unsecured and secured second lien notes (in each case on an unsecured senior subordinated basis), Realogy Holdings is not subject to the restrictive covenants in the indentures governing such indebtedness.
As used in this Quarterly Report on Form 10-Q, the terms "4.875% Senior Notes" and "9.375% Senior Notes" refer to our 4.875% Senior Notes due 2023 and our 9.375% Senior Notes due 2027, respectively, and are referred to collectively as the "Unsecured Notes." The term "7.625% Senior Secured Second Lien Notes" refer to our 7.625% Senior Secured Second Lien Notes due 2025. The term "5.25% Senior Notes" refers to our 5.25% Senior Notes due 2021 (paid in full in June 2020).
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "believe," "expect," "anticipate," "intend," "project," "estimate," "plan," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could."
In particular, information appearing under "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, it is based on management's current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, we can give no assurance that any such expectation or belief will result or will be achieved or accomplished.
The following include some, but not all, of the factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the coronavirus disease (COVID-19) pandemic:
the extent, duration and severity of the spread of the COVID-19 pandemic and the economic consequences stemming from the COVID-19 crisis (including continued economic contraction and/or the failure of any recovery to be sustained) as well as related risks such as governmental regulation (including those that preclude or strictly limit showings of properties), changes in patterns of commerce or consumer activities and changes in consumer attitudes and the impact of any of the foregoing on our business, results of operations and liquidity;
adverse developments or the absence of sustained improvement in general business, economic or political conditions or the U.S. residential real estate markets, either regionally or nationally, including but not limited to:
a decline in consumer confidence or spending;
weak capital, credit and financial markets and/or the instability of financial institutions;

1

intensifying or continued economic contraction in the U.S. economy, including the impact of recessions, slow economic growth, or a deterioration in other economic factors (including potential consumer, business or governmental defaults or delinquencies due to the COVID-19 crisis or otherwise);
continued low or accelerated declines in home inventory levels;
continuing high levels of unemployment and/or declining wages or stagnant wage growth in the U.S.;
the economic impact of the termination and/or substantial curtailment of, or failure to extend, one or more federal and/or state monetary or fiscal programs meant to assist businesses and individuals navigate COVID-19 related financial challenges;
an increase in potential homebuyers with low credit ratings, inability to afford down payments, or other mortgage challenges due to disrupted earnings, including constraints on the availability of mortgage financing;
an increase in foreclosure activity;
a reduction in the affordability of housing, including in connection with rising home prices;
a decline or a lack of improvement in the number of homesales;
stagnant or declining home prices;
increases in mortgage rates;
a lack of improvement or deceleration in the building of new housing for homesales and/or irregular timing or volume of new development closings;
the potential negative impact of certain provisions of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) on (i) home values over time in states with high property, sales and state and local income taxes and (ii) homeownership rates, in particular in light of our market concentration in high-tax states; and/or
geopolitical and economic instability, including uncertainty around the 2020 U.S. election;
risks associated with our substantial indebtedness, interest obligations and the restrictions contained in our debt agreements as well as risks relating to our having to dedicate a significant portion of our cash flows from operations to service our debt and our ability to refinance or repay our indebtedness or incur additional indebtedness;
the impact of disruption in the residential real estate brokerage industry, and on our results of operations and financial condition, as a result of actions taken by listing aggregators to monetize their concentration and market power, including, among other things, expanding into the brokerage business, diluting the relationship between agents and brokers (and between agents and the consumer), and consolidating and leveraging data;
the impact of increased competition in the industry for clients and for the affiliation of independent sales agents and franchisees on our results of operations and market share, including competition from:
real estate brokerages, including those seeking to disrupt historical real estate brokerage models as well as virtual brokerages or brokerages that operate in a more virtual fashion;
other industry participants seeking to eliminate brokers or agents from, or minimize the role they play in, the homesale transaction;
other industry participants otherwise competing for a portion of gross commission income; and
other residential real estate franchisors;
continuing pressure on the share of gross commission income paid by our company owned brokerages and affiliated franchisees to affiliated independent sales agents and independent sales agent teams;
our inability to develop products, technology and programs (including our company-directed affinity programs) that support our strategy to grow the base of independent sales agents at our company owned and franchisee real estate brokerages and the base of our franchisees;
our geographic and high-end market concentration, including the heightened competition for independent sales agents in those geographies and price points;
our inability to enter into franchise agreements with new franchisees or renew existing franchise agreements, without reducing contractual royalty rates or increasing the amount and prevalence of sales incentives;
the lack of revenue growth or declining profitability of our franchisees and company owned brokerage operations or declines in other revenue streams;
increases in uncollectible accounts receivable and note reserves as a result of the adverse financial effects of the COVID-19 crisis on our franchisees and relocation clients;

2

the potential impact of negative industry or business trends (including further declines in our market capitalization) on our valuation of goodwill and intangibles;
the loss of our largest affinity client or multiple significant relocation clients;
changes in corporate relocation practices, including in connection with the COVID-19 crisis, resulting in fewer employee relocations, reduced relocation benefits and/or increasing competition in corporate relocation;
an increase in the experienced claims losses of our title underwriter;
our failure or alleged failure to comply with laws, regulations and regulatory interpretations and any changes or stricter interpretations of any of the foregoing (whether through private litigation or governmental action), including but not limited to (1) state or federal employment laws or regulations that would require reclassification of independent contractor sales agents to employee status, (2) privacy or data security laws and regulations, (3) the Real Estate Settlement Procedures Act ("RESPA") or other federal or state consumer protection or similar laws and (4) antitrust laws and regulations;
risks related to the impact on our operations and financial results that may be caused by any future meaningful changes in industry operations or structure as a result of governmental pressures (including pressures for lower brokerage commission rates), the actions of certain competitors, the introduction or growth of certain competitive models, changes to the rules of the multiple listing services ("MLS"), or otherwise; and
risks and growing costs related to both cybersecurity threats to our data and customer, franchisee, employee and independent sales agent data, as well as those related to our compliance with the growing number of laws, regulations and other requirements related to the protection of personal information.
More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Form 10-K"), particularly under the captions "Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, particularly under the caption "Risk Factors". Most of these factors are difficult to anticipate and are generally beyond our control. You should consider these factors in connection with any forward-looking statements that may be made by us and our businesses generally.
All forward-looking statements herein speak only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in or incorporated by reference into this Quarterly Report. Except as is required by law, we expressly disclaim any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this Quarterly Report. For any forward-looking statement contained in this Quarterly Report, our public filings or other public statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

3

PART I - FINANCIAL INFORMATION
Item 1.    Financial Statements.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Realogy Holdings Corp.
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Realogy Holdings Corp. and its subsidiaries (the "Company") as of September 30, 2020, and the related condensed consolidated statements of operations and comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2020 and 2019, and of cash flows for the nine-month periods ended September 30, 2020 and 2019, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2019, and the related consolidated statements of operations, comprehensive (loss) income, equity and of cash flows for the year then ended (not presented herein), and in our report dated February 25, 2020, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 5, 2020

4

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholder of Realogy Group LLC
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Realogy Group LLC and its subsidiaries (the "Company") as of September 30, 2020, and the related condensed consolidated statements of operations and comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2020 and 2019, and of cash flows for the nine-month periods ended September 30, 2020 and 2019, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2019, and the related consolidated statements of operations, comprehensive (loss) income and of cash flows for the year then ended (not presented herein), and in our report dated February 25, 2020, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB or in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 5, 2020


5

REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
  September 30, September 30,
  2020 2019 2020 2019
Revenues
Gross commission income $ 1,458  $ 1,201  $ 3,227  $ 3,310 
Service revenue 230  191  553  503 
Franchise fees 133  108  289  290 
Other 36  50  111  165 
Net revenues 1,857  1,550  4,180  4,268 
Expenses
Commission and other agent-related costs 1,105  875  2,420  2,405 
Operating 342  343  953  1,016 
Marketing 56  63  155  200 
General and administrative 97  69  230  217 
Former parent legacy cost, net
Restructuring costs, net 13  11  38  29 
Impairments 240  460  243 
Depreciation and amortization 43  42  134  126 
Interest expense, net 48  66  208  209 
(Gain) loss on the early extinguishment of debt —  (10) (5)
Total expenses 1,711  1,700  4,607  4,441 
Income (loss) from continuing operations before income taxes, equity in earnings and noncontrolling interests
146  (150) (427) (173)
Income tax expense (benefit) from continuing operations 54  (23) (67) (22)
Equity in earnings of unconsolidated entities (53) (7) (98) (15)
Net income (loss) from continuing operations 145  (120) (262) (136)
(Loss) income from discontinued operations, net of tax (3) (17) (5)
Estimated loss on the sale of discontinued operations, net of tax (43) —  (97) — 
Net (loss) income from discontinued operations (46) (114) (5)
Net income (loss) 99  (112) (376) (141)
Less: Net income attributable to noncontrolling interests (1) (1) (2) (2)
Net income (loss) attributable to Realogy Holdings and Realogy Group
$ 98  $ (113) $ (378) $ (143)
Basic earnings (loss) per share attributable to Realogy Holdings shareholders:
Basic earnings (loss) per share from continuing operations $ 1.25  $ (1.06) $ (2.29) $ (1.21)
Basic (loss) earnings per share from discontinued operations (0.40) 0.07  (0.99) (0.04)
Basic earnings (loss) per share $ 0.85  $ (0.99) $ (3.28) $ (1.25)
Diluted earnings (loss) per share attributable to Realogy Holdings shareholders:
Diluted earnings (loss) per share from continuing operations $ 1.23  $ (1.06) $ (2.29) $ (1.21)
Diluted (loss) earnings per share from discontinued operations (0.39) 0.07  (0.99) (0.04)
Diluted earnings (loss) per share $ 0.84  $ (0.99) $ (3.28) $ (1.25)
Weighted average common and common equivalent shares of Realogy Holdings outstanding:
Basic 115.4  114.3  115.2  114.2 
Diluted 116.7  114.3  115.2  114.2 

See Notes to Condensed Consolidated Financial Statements.
6

REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Net income (loss) $ 99  $ (112) $ (376) $ (141)
Currency translation adjustment —  (1) (1) (1)
Defined benefit pension plan—amortization of actuarial loss to periodic pension cost
Other comprehensive income, before tax — 
Income tax expense related to items of other comprehensive income amounts
—  — 
Other comprehensive income (loss), net of tax (1) — 
Comprehensive income (loss) 100  (113) (375) (141)
Less: comprehensive income attributable to noncontrolling interests
(1) (1) (2) (2)
Comprehensive income (loss) attributable to Realogy Holdings and Realogy Group
$ 99  $ (114) $ (377) $ (143)


See Notes to Condensed Consolidated Financial Statements.
7

REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
  September 30,
2020
December 31,
2019
 
ASSETS
Current assets:
Cash, cash equivalents and restricted cash $ 380  $ 235 
Trade receivables (net of allowance for doubtful accounts of $13 and $11)
109  79 
Other current assets 149  147 
Current assets - held for sale 583  750 
Total current assets 1,221  1,211 
Property and equipment, net 288  308 
Operating lease assets, net 477  515 
Goodwill 2,887  3,300 
Trademarks 643  673 
Franchise agreements, net 1,109  1,160 
Other intangibles, net 69  72 
Other non-current assets 354  304 
Total assets $ 7,048  $ 7,543 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 87  $ 84 
Current portion of long-term debt 198  234 
Current portion of operating lease liabilities 125  122 
Accrued expenses and other current liabilities 439  350 
Current liabilities - held for sale 297  356 
Total current liabilities 1,146  1,146 
Long-term debt 3,159  3,211 
Long-term operating lease liabilities 441  467 
Deferred income taxes 279  390 
Other non-current liabilities 290  233 
Total liabilities 5,315  5,447 
Commitments and contingencies (Note 9)
Equity:
Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at September 30, 2020 and December 31, 2019
—  — 
Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 115,440,569 shares issued and outstanding at September 30, 2020 and 114,355,519 shares issued and outstanding at December 31, 2019
Additional paid-in capital 4,856  4,842 
Accumulated deficit (3,073) (2,695)
Accumulated other comprehensive loss (55) (56)
Total stockholders' equity 1,729  2,092 
Noncontrolling interests
Total equity 1,733  2,096 
Total liabilities and equity $ 7,048  $ 7,543 


See Notes to Condensed Consolidated Financial Statements.
8

REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
  Nine Months Ended
September 30,
  2020 2019
Operating Activities
Net loss $ (376) $ (141)
Net loss from discontinued operations 114 
Net loss from continuing operations (262) (136)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
Depreciation and amortization 134  126 
Deferred income taxes (70) (29)
Impairments 460  243 
Amortization of deferred financing costs and debt discount
Loss (gain) on the early extinguishment of debt (5)
Equity in earnings of unconsolidated entities (98) (15)
Stock-based compensation 18  22 
Mark-to-market adjustments on derivatives 59  50 
Other adjustments to net loss —  (3)
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
Trade receivables (30) (17)
Other assets 13  (6)
Accounts payable, accrued expenses and other liabilities 115  14 
Dividends received from unconsolidated entities 59 
Other, net (16) (3)
Net cash provided by operating activities from continuing operations 398  250 
Net cash provided by (used in) operating activities from discontinued operations 20  (20)
Net cash provided by operating activities 418  230 
Investing Activities
Property and equipment additions (60) (71)
Payments for acquisitions, net of cash acquired (1) (1)
Investment in unconsolidated entities (2) (10)
Other, net (12)
Net cash used in investing activities from continuing operations (75) (79)
Net cash used in investing activities from discontinued operations (9) (7)
Net cash used in investing activities $ (84) $ (86)
See Notes to Condensed Consolidated Financial Statements.
9

  Nine Months Ended
September 30,
  2020 2019
Financing Activities
Net change in Revolving Credit Facility $ (50) $ (5)
Proceeds from issuance of Senior Secured Second Lien Notes 550  — 
Proceeds from issuance of Senior Notes —  550 
Redemption and repurchases of Senior Notes (550) (533)
Amortization payments on term loan facilities (31) (22)
Debt issuance costs (14) (9)
Cash paid for fees associated with early extinguishment of debt (7) (5)
Repurchase of common stock —  (20)
Dividends paid on common stock —  (31)
Taxes paid related to net share settlement for stock-based compensation (5) (6)
Payments of contingent consideration related to acquisitions (1) (3)
Other, net (22) (18)
Net cash used in financing activities from continuing operations (130) (102)
Net cash used in financing activities from discontinued operations (73) (2)
Net cash used in financing activities (203) (104)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash —  — 
Net increase in cash, cash equivalents and restricted cash 131  40 
Cash, cash equivalents and restricted cash, beginning of period 266  238 
Cash, cash equivalents and restricted cash, end of period 397  278 
Less cash, cash equivalents and restricted cash of discontinued operations, end of period 17  25 
Cash, cash equivalents and restricted cash of continuing operations, end of period $ 380  $ 253 
Supplemental Disclosure of Cash Flow Information
Interest payments for continuing operations $ 128  $ 124 
Income tax (refunds) payments for continuing operations, net (9)

See Notes to Condensed Consolidated Financial Statements.
10

REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions)
(Unaudited)
1.    BASIS OF PRESENTATION
Realogy Holdings Corp. ("Realogy Holdings", "Realogy" or the "Company") is a holding company for its consolidated subsidiaries including Realogy Intermediate Holdings LLC ("Realogy Intermediate") and Realogy Group LLC ("Realogy Group") and its consolidated subsidiaries. Realogy, through its subsidiaries, is a global provider of residential real estate services. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations, comprehensive income and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same.
The accompanying Condensed Consolidated Financial Statements include the financial statements of Realogy Holdings and Realogy Group. Realogy Holdings' only asset is its investment in the common stock of Realogy Intermediate, and Realogy Intermediate's only asset is its investment in Realogy Group. Realogy Holdings' only obligations are its guarantees of certain borrowings and certain franchise obligations of Realogy Group. All expenses incurred by Realogy Holdings and Realogy Intermediate are for the benefit of Realogy Group and have been reflected in Realogy Group's Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates.
In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Realogy Holdings and Realogy Group's financial position as of September 30, 2020 and the results of operations and comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. The Consolidated Balance Sheet at December 31, 2019 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2019.
COVID-19
A strong recovery in the residential real estate market began late in the second quarter of 2020, following a period of sharp decline in homesale transactions starting in the final weeks of the first quarter of 2020. The Company attributes the recovery to date to a favorable mortgage rate environment, low inventory contributing to higher average homesale price, and increased demand as the quarantine restrictions in place in many states have begun to be relaxed. In addition, the Company observed growing strength in certain trends that it believes are largely driven by behavioral changes related to the COVID-19 crisis, including home buyer preferences for certain geographies, including suburban locations and attractive tax and weather destinations and second home purchases.
In mid-March 2020, the Company began taking a series of proactive cost-saving measures in reaction to the evolving COVID-19 crisis, including salary reductions, furloughs and reductions in marketing and other spending which resulted in substantial cost-savings in the second quarter of 2020 to partially offset the decline in revenues. While these temporary cost-saving measures resulted in cost savings in the second and third quarters of 2020, almost all of such measures were reversed during the third quarter of 2020 based upon the significant improvement in the volume of homesale transactions and ongoing business needs.

11

There remain significant uncertainties regarding the COVID-19 crisis, including the severity, duration and extent of the pandemic. The Company's business could be negatively impacted if the crisis, including adverse economic consequences of the crisis, worsen, if directives and mandates requiring businesses to again curtail or cease normal operations are reinstated, if mortgage rates rise, or if housing inventory constraints, across geographies and price point, limit homesale transaction growth. These negative impacts may be more pronounced in future periods and could have a material adverse effect on the Company's results of operations and liquidity.
See Note 3, "Goodwill and Intangible Assets", to the Condensed Consolidated Financial Statements for additional information on goodwill and intangible asset impairment charges recorded in the first quarter of 2020 due to the impact on future earnings related to the COVID-19 pandemic which qualified as a triggering event for all of the Company's reporting units as of March 31, 2020, and Note 5, "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements for additional information on the Company's amendments to the Senior Secured Credit Agreement and Term Loan A Agreement, pursuant to which the senior secured leverage ratio has been eased and certain other covenants have been tightened.
Fair Value Measurements
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.
Level Input: Input Definitions:
Level I
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the
measurement date.
Level II
Inputs other than quoted prices included in Level I that are observable for the asset or liability through
corroboration with market data at the measurement date.
Level III
Unobservable inputs that reflect management’s best estimate of what market participants would use in
pricing the asset or liability at the measurement date.
The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach.
The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.
The following table summarizes fair value measurements by level at September 30, 2020 for assets and liabilities measured at fair value on a recurring basis:
Level I Level II Level III Total
Deferred compensation plan assets (included in other non-current assets) $ $ —  $ —  $
Interest rate swaps (included in other non-current liabilities) —  94  —  94 
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)
—  — 

12

The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis:
Level I Level II Level III Total
Deferred compensation plan assets (included in other non-current assets) $ $ —  $ —  $
Interest rate swaps (included in other current and non-current liabilities) —  47  —  47 
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)
—  — 
The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions.  These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis.
The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis:
Level III
Fair value of contingent consideration at December 31, 2019 $
Additions: contingent consideration related to acquisitions completed during the period
Reductions: payments of contingent consideration
(1)
Changes in fair value (reflected in general and administrative expenses) — 
Fair value of contingent consideration at September 30, 2020 $
The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at:
  September 30, 2020 December 31, 2019
Debt Principal Amount Estimated
Fair Value (a)
Principal Amount Estimated
Fair Value (a)
Senior Secured Credit Facility:
Revolving Credit Facility $ 140  $ 140  $ 190  $ 190 
Term Loan B 1,050  1,003  1,058  1,048 
Term Loan A Facility:
Term Loan A 694  664  717  705 
7.625% Senior Secured Second Lien Notes 550  578  —  — 
5.25% Senior Notes —  —  550  557 
4.875% Senior Notes 407  403  407  401 
9.375% Senior Notes 550  570  550  572 
_______________
(a)The fair value of the Company's indebtedness is categorized as Level II.
Equity Method Investments
At September 30, 2020 and December 31, 2019, the Company had various equity method investments which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets.
The Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity") at Realogy Title Group had investment balances of $99 million and $60 million at September 30, 2020 and December 31, 2019, respectively. The Company recorded equity earnings of $51 million and $5 million related to its investment in Guaranteed Rate Affinity during the three months ended September 30, 2020 and 2019, respectively. The Company recorded equity earnings of $95 million and $12 million related to its investment in Guaranteed Rate Affinity during the nine months ended September 30, 2020 and 2019, respectively. The Company received $56 million in cash dividends from Guaranteed Rate Affinity during the nine months ended September 30, 2020 and no cash dividends during the nine months ended September 30, 2019. The Company invested $2 million of cash into Guaranteed Rate Affinity during the nine months ended September 30, 2019.

13

The Company's other equity method investments at Realogy Title Group had investment balances totaling $9 million at both September 30, 2020 and December 31, 2019. The Company recorded equity earnings from the operations of these equity method investments of $2 million during both the three months ended September 30, 2020 and 2019. The Company recorded equity earnings from the operations of these equity method investments of $3 million during both the nine months ended September 30, 2020 and 2019. The Company received $3 million and $2 million in cash dividends from these equity method investments during the nine months ended September 30, 2020 and 2019, respectively.
Income Taxes
The provision for income taxes was an expense of $54 million and a benefit of $23 million for the three months ended September 30, 2020 and 2019, respectively, and a benefit of $67 million and $22 million for the nine months ended September 30, 2020 and 2019, respectively.
Derivative Instruments
The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. Interest rates swaps with a notional value of $600 million expired on August 7, 2020. As of September 30, 2020, the Company had interest rate swaps with an aggregate notional value of $1,000 million to offset the variability in cash flows resulting from the term loan facilities as follows:
Notional Value (in millions) Commencement Date Expiration Date
$450 November 2017 November 2022
$400 August 2020 August 2025
$150 November 2022 November 2027
The swaps help to protect our outstanding variable rate borrowings from future interest rate volatility. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations.
The fair value of derivative instruments was as follows:
Not Designated as Hedging Instruments Balance Sheet Location September 30, 2020 December 31, 2019
Interest rate swap contracts Other current and non-current liabilities 94  47 
The effect of derivative instruments on earnings was as follows:
Derivative Instruments Not Designated as Hedging Instruments Location of Loss Recognized for Derivative Instruments Loss Recognized on Derivatives
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Interest rate swap contracts Interest expense $ —  $ 12  $ 59  $ 50 
Restricted Cash
Restricted cash approximated $1 million at September 30, 2020 and zero at December 31, 2019.

14

Revenue
Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard.  The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows:
Three Months Ended September 30,
  Realogy Franchise Group Realogy Brokerage Group Realogy Title
Group
Corporate and Other Total
Company
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Gross commission income (a) $ —  $ —  $ 1,458  $ 1,201  $ —  $ —  $ —  $ —  $ 1,458  $ 1,201 
Service revenue (b) 14  24  207  165  —  —  230  191 
Franchise fees (c) 227  186  —  —  —  —  (94) (78) 133  108 
Other (d) 21  30  12  19  (3) (4) 36  50 
Net revenues $ 262  $ 240  $ 1,479  $ 1,222  $ 213  $ 170  $ (97) $ (82) $ 1,857  $ 1,550 

Nine Months Ended September 30,
Realogy Franchise Group Realogy Brokerage Group Realogy Title
Group
Corporate and Other Total
Company
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Gross commission income (a) $ —  $ —  $ 3,227  $ 3,310  $ —  $ —  $ —  $ —  $ 3,227  $ 3,310 
Service revenue (b) 41  66  18  494  430  —  —  553  503 
Franchise fees (c) 502  505  —  —  —  —  (213) (215) 289  290 
Other (d) 66  108  36  52  16  14  (7) (9) 111  165 
Net revenues $ 609  $ 679  $ 3,281  $ 3,369  $ 510  $ 444  $ (220) $ (224) $ 4,180  $ 4,268 
______________
(a)Consists primarily of revenues related to gross commission income at Realogy Brokerage Group, which is recognized at a point in time at the closing of a homesale transaction.
(b)Service revenue primarily consists of title and escrow fees at Realogy Title Group, which are recognized at a point in time at the closing of a homesale transaction.
(c)Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).
(d)Other revenue is comprised of brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and other miscellaneous revenues across all of the business segments.
The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period:
  Beginning Balance at January 1, 2020 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2020
Realogy Franchise Group:
Deferred area development fees (a) $ 48  $ —  $ (5) $ 43 
Deferred brand marketing fund fees (b) 13  45  (50)
Other deferred income related to revenue contracts 11  19  (21)
Total Realogy Franchise Group 72  64  (76) 60 
Realogy Brokerage Group:
Advanced commissions related to development business (c) (6)
Other deferred income related to revenue contracts (2)
Total Realogy Brokerage Group 13  (8) 12 
Total $ 85  $ 71  $ (84) $ 72 
_______________
(a)The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination.
(b)Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group.
(c)New development closings generally have a development period of between 18 and 24 months from contracted date to closing.

15

Allowance for Doubtful Accounts
The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses.
Supplemental Cash Flow Information
Significant non-cash transactions during the nine months ended September 30, 2020 and 2019 included finance lease additions of $9 million and $12 million, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities.
Leases
Other than the Company's facility closures as described in Note 6, "Restructuring Costs," the Company's lease obligations as of September 30, 2020 have not changed materially from the amounts reported in our 2019 Form 10-K.
Recently Adopted Accounting Pronouncements
The Company adopted the new accounting standard on Financial Instruments—Credit Losses (Topic 326) effective January 1, 2020. The new standard amends the guidance for measuring credit losses on certain financial instruments and financial assets, including trade receivables. The standard requires that companies recognize an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial instrument. The valuation allowance for credit losses should be recognized and measured based on historical experience, current conditions and expectations of the future. The initial adoption of this guidance did not have an impact to the Company’s Condensed Consolidated Financial Statements upon adoption on January 1, 2020.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued standards were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.
The FASB issued its new standard on Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which simplifies the accounting for instruments with characteristics of liabilities and equity, including convertible debt. The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock resulting in fewer embedded conversion features being separately recognized from the host contract and the interest rate of more convertible debt instruments being closer to the coupon interest rate, as compared with current guidance. The new standard also amends the derivative guidance for the “own stock” scope exception, which exempts qualifying instruments from being accounted for as derivatives if certain criteria are met. In addition, the standard changes the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard is effective for reporting periods beginning on or after December 15, 2021 with early adoption permitted as of January 1, 2021. The new standard requires adoption using either a full or modified retrospective approach and is not expected to have an impact on the Company's financial statements.
2.    DISCONTINUED OPERATIONS
On November 6, 2019, the Company entered into a Purchase and Sale Agreement for the acquisition of Cartus Relocation Services, the Company's global employee relocation business, by North American Van Lines, Inc. (as assignee of SIRVA Worldwide, Inc., or "SIRVA"). On August 8, 2020, the Company entered into a confidential settlement agreement with SIRVA and affiliates of Madison Dearborn Partners, LLC to mutually dismiss and release all claims related to the termination of the Purchase and Sale Agreement. Management conducted an assessment under held for sale and discontinued operations guidance in ASC 360 and ASC 205 and determined that as of September 30, 2020 held for sale and discontinued operations accounting treatment continues to be appropriate for Cartus Relocation Services.
Commencing in the fourth quarter of 2019, the Company met the requirements to report the operating results of the Cartus Relocation Services business as discontinued operations. Accordingly, the income (loss) related to Cartus Relocation Services is reported in "Net (loss) income from discontinued operations" on the Condensed Consolidated Statements of

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Operations for all periods presented. In addition, the related assets and liabilities are reported as assets and liabilities held for sale on the Condensed Consolidated Balance Sheets. The cash flows related to discontinued operations have been segregated and are included in the Condensed Consolidated Statements of Cash Flows.
The following table summarizes the operating results of discontinued operations described above and reflected within "Net (loss) income from discontinued operations" in the Company’s Condensed Consolidated Statements of Operations for each of the periods presented:
  Three Months Ended September 30, Nine Months Ended September 30,
  2020 2019 2020 2019
Net revenues $ 52  $ 79  $ 152  $ 210 
Total expenses 57  69  176  216 
(Loss) income from discontinued operations (5) 10  (24) (6)
Estimated loss on the sale of discontinued operations (a) (59) —  (133) — 
Income tax (benefit) expense from discontinued operations (18) (43) (1)
Net (loss) income from discontinued operations $ (46) $ $ (114) $ (5)
_______________
(a)Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on a market price that is reasonable in relation to fair value.
Assets and liabilities held for sale related to discontinued operations presented in the Condensed Consolidated Balance Sheets at September 30, 2020 and December 31, 2019 are as follows:
  September 30, 2020 December 31, 2019
Carrying amounts of the major classes of assets held for sale
Cash and cash equivalents $ 13  $ 28 
Restricted cash
Trade receivables 40  46 
Relocation receivables 200  203 
Other current assets 10  12 
Property and equipment, net 42  36 
Operating lease assets, net 21  36 
Goodwill 176  176 
Trademarks 76  76 
Other intangibles, net 156  156 
Allowance for reduction of assets held for sale (a) (155) (22)
Total assets classified as held for sale $ 583  $ 750 
Carrying amounts of the major classes of liabilities held for sale
Accounts payable $ 45  $ 53 
Securitization obligations 143  206 
Current portion of operating lease liabilities
Accrued expenses and other current liabilities 78  62 
Long-term operating lease liabilities 25  29 
Total liabilities classified as held for sale $ 297  $ 356 
_______________
(a)Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on a market price that is reasonable in relation to fair value.

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Securitization Obligations
Securitization Obligations in the table above are further broken out as follows:
  September 30, 2020 December 31, 2019
Securitization Obligations:
Apple Ridge Funding LLC
$ 137  $ 195 
Cartus Financing Limited
11 
Total Securitization Obligations $ 143  $ 206 
Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program. In June 2020, Realogy Group reduced the maximum borrowing capacity under the Apple Ridge Funding LLC securitization program from $250 million to $200 million and, in August 2020, extended the facility to June 2021. As of September 30, 2020, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $137 million being utilized leaving $63 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation.
Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £10 million revolving loan facility and a £5 million working capital facility. In August 2020, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2021. As of September 30, 2020, there were $6 million of outstanding borrowings under the facilities leaving $13 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. These Cartus Financing Limited facilities are secured by the relocation assets of a U.K. government contract in this special purpose entity and are therefore classified as permitted securitization financings as defined in Realogy Group’s Senior Secured Credit Agreement and the indentures governing the Unsecured Notes and 7.625% Senior Secured Second Lien Notes.
The Apple Ridge entities and the Cartus Financing Limited entity are consolidated special purpose entities that are utilized to securitize relocation receivables and related assets. These assets are generated from advancing funds on behalf of clients of Realogy Group’s relocation business in order to facilitate the relocation of their employees. Assets of these special purpose entities are not available to pay Realogy Group’s general obligations. Under the Apple Ridge program, provided no termination or amortization event has occurred, any new receivables generated under the designated relocation management agreements are sold into the securitization program and as new eligible relocation management agreements are entered into, the new agreements are designated to the program.
The Apple Ridge program has restrictive covenants and trigger events, including performance triggers linked to the age and quality of the underlying assets, foreign obligor limits, multicurrency limits, financial reporting requirements, restrictions on mergers and change of control, any uncured breach of Realogy Group’s senior secured leverage ratio under Realogy Group’s Senior Secured Credit Facility, and cross-defaults to Realogy Group’s material indebtedness. The occurrence of a trigger event under the Apple Ridge securitization facility could restrict our ability to access new or existing funding under this facility or result in termination of the facility, either of which would adversely affect the operation of Cartus Relocation Services and the Company.
Certain of the funds that Realogy Group received from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $193 million and $200 million of underlying relocation receivables and other related relocation assets at September 30, 2020 and December 31, 2019, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date.
Interest incurred in connection with borrowings under these facilities amounted to $1 million and $2 million for the three months ended September 30, 2020 and 2019, respectively, and $4 million and $6 million for the nine months ended September 30, 2020 and 2019, respectively. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.6% and 4.3% for the nine months ended September 30, 2020 and 2019, respectively.

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3.    GOODWILL AND INTANGIBLE ASSETS
Impairment of Goodwill and Other Indefinite-lived Intangible Assets
Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Other indefinite-lived intangible assets primarily consist of trademarks acquired in business combinations. Goodwill and other indefinite-lived assets are not amortized, but are subject to impairment testing. The aggregate carrying values of our goodwill and other indefinite-lived intangible assets are subject to an impairment assessment annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This assessment compares carrying values of the goodwill reporting units and other indefinite lived intangible assets to their respective fair values and, when appropriate, the carrying value is reduced to fair value.
In testing goodwill, the fair value of each reporting unit is estimated using the income approach, a discounted cash flow approach. For the other indefinite lived intangible assets, fair value is estimated using the relief from royalty method. Management utilizes long-term cash flow forecasts and the Company's annual operating plans adjusted for terminal value assumptions. The fair value of the Company's reporting units and other indefinite lived intangible assets are determined utilizing the best estimate of future revenues, operating expenses including commission expense, market and general economic conditions, trends in the industry, as well as assumptions that management believes marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. Although management believes that assumptions are reasonable, actual results may vary significantly.
During the first quarter of 2020, the Company determined that the impact on future earnings related to the COVID-19 pandemic qualified as a triggering event for all of our reporting units and accordingly, the Company performed an impairment assessment of goodwill and other indefinite-lived intangible assets as of March 31, 2020. This assessment resulted in the recognition of an impairment of Realogy Franchise Group trademarks of $30 million and a goodwill impairment of $413 million for Realogy Brokerage Group offset by an income tax benefit of $99 million resulting in a net reduction to Realogy Brokerage Group's carrying value of $314 million. The primary drivers to the impairments were a significant increase in the weighted average cost of capital due to the volatility in the capital and debt markets due to COVID-19 and the related lower projected financial results for 2020. The impairment charges are recorded on a separate line in the accompanying Condensed Consolidated Statements of Operations and are non-cash in nature.
These impairment assessments involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. To address this uncertainty, a sensitivity analysis is performed on key estimates and assumptions. Under the income approach, management used key valuation assumptions in determining the fair value estimates of the Company's reporting units including a discount rate based on the Company's best estimate of the weighted average cost of capital and a long-term growth rate based on the Company's best estimate of terminal growth rates.
As a result of the COVID-19 pandemic which caused volatility in the capital and debt markets, there was a significant increase in the weighted average cost of capital used to discount the future cash flows in the impairment assessment model. The following table provides a comparison of key assumptions used in the Company's impairment assessment performed in the first quarter of 2020 compared to the prior assessment performed in the fourth quarter of 2019:
Weighted Average Cost of Capital Long-term Growth Rates
First Quarter 2020 Fourth Quarter 2019 First Quarter 2020 Fourth Quarter 2019
Realogy Franchise Group 10.0% 8.5% 2.5% 2.5%
Realogy Brokerage Group 11.0% 9.0% 2.0% 2.0%
Realogy Title Group 11.0% 9.5% 2.5% 2.5%
Given the increase in the discount rate and lower projected 2020 financial results in the first quarter 2020 impairment analysis, the estimated excess fair value over carrying value for Realogy Franchise Group and Realogy Title Group was reduced to 7% and 5%, respectively. While management believes the assumptions used in the impairment test are reasonable, a 100 basis point increase in the discount rate, holding other assumptions constant, would result in an impairment of goodwill at Realogy Franchise Group and Realogy Title Group.

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There is a significant amount of future uncertainty related to the impact of the COVID-19 pandemic. In addition, significant negative industry or economic trends, disruptions to the business, unexpected significant changes or planned changes in use of the assets, a decrease in business results, growth rates that fall below management's assumptions, divestitures, and a sustained decline in the Company's stock price and market capitalization may have a negative effect on the fair values and key valuation assumptions, and such changes could result in changes to management's estimates of fair value and a material impairment of goodwill or other indefinite-lived intangible assets.
Goodwill
Goodwill by reporting unit and changes in the carrying amount are as follows:
Realogy Franchise Group Realogy Brokerage Group Realogy
Title
Group
Total
Company
Balance at December 31, 2019 $ 2,476  $ 669  $ 155  $ 3,300 
Goodwill acquired —  —  —  — 
Impairment loss —  (413) —  (413)
Balance at September 30, 2020 $ 2,476  $ 256  $ 155  $ 2,887 
Accumulated impairment losses (a) $ 1,160  $ 808  $ 324  $ 2,292 
_______________
(a)Includes impairment charges which reduced goodwill by $413 million, $237 million, $1,153 million and $489 million during the first quarter of 2020, third quarter of 2019, fourth quarter of 2008 and fourth quarter of 2007, respectively.
Intangible Assets
Intangible assets are as follows:
  As of September 30, 2020 As of December 31, 2019
  Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Amortizable—Franchise agreements (a) $ 2,019  $ 910  $ 1,109  $ 2,019  $ 859  $ 1,160 
Indefinite life—Trademarks (b) (c) $ 643  $ 643  $ 673  $ 673 
Other Intangibles
Amortizable—License agreements (d) $ 45  $ 13  $ 32  $ 45  $ 12  $ 33 
Amortizable—Customer relationships (e) 71  58  13  71  57  14 
Indefinite life—Title plant shares (f) 20  20  19  19 
Amortizable—Other (g) 23  19  27  21 
Total Other Intangibles $ 159  $ 90  $ 69  $ 162  $ 90  $ 72 
_______________
(a)Generally amortized over a period of 30 years.
(b)Primarily related to real estate franchise brands which are expected to generate future cash flows for an indefinite period of time.
(c)Realogy Franchise Group trademarks was impaired by $30 million during the first quarter of 2020.
(d)Relates to the Sotheby’s International Realty® and Better Homes and Gardens® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements).
(e)Relates to the customer relationships at Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 12 years.
(f)Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time.
(g)Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years.

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Intangible asset amortization expense is as follows:
  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2020 2019 2020 2019
Franchise agreements $ 17  $ 17  $ 51  $ 51 
License agreements
Customer relationships —  — 
Other
Total $ 19  $ 20  $ 56  $ 58 
Based on the Company’s amortizable intangible assets as of September 30, 2020, the Company expects related amortization expense for the remainder of 2020, the four succeeding years and thereafter to be approximately $18 million, $72 million, $70 million, $70 million, $70 million and $858 million, respectively.
4.    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of:
  September 30, 2020 December 31, 2019
Accrued payroll and related employee costs $ 146  $ 103 
Accrued volume incentives 35  35 
Accrued commissions 52  32 
Restructuring accruals 12  11 
Deferred income 37  43 
Accrued interest 46  18 
Current portion of finance lease liabilities 13  13 
Due to former parent 19  18 
Other 79  77 
Total accrued expenses and other current liabilities $ 439  $ 350 

5.    SHORT AND LONG-TERM DEBT
Total indebtedness is as follows:
  September 30, 2020 December 31, 2019
Senior Secured Credit Facility:
Revolving Credit Facility
$ 140  $ 190 
Term Loan B
1,039  1,045 
Term Loan A Facility:
Term Loan A
690  714 
7.625% Senior Secured Second Lien Notes 540  — 
5.25% Senior Notes —  548 
4.875% Senior Notes 405  405 
9.375% Senior Notes 543  543 
Total Short-Term & Long-Term Debt $ 3,357  $ 3,445 

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Indebtedness Table
As of September 30, 2020, the Company’s borrowing arrangements were as follows:
Interest
Rate
Expiration
Date
Principal Amount Unamortized Discount and Debt Issuance Costs Net Amount
Senior Secured Credit Facility:
Revolving Credit Facility (1) (2) February 2023 $ 140  $ * $ 140 
Term Loan B (3) February 2025 1,050  11  1,039 
Term Loan A Facility:
Term Loan A (4) February 2023 694  690 
Senior Secured Second Lien Notes 7.625% June 2025 550  10  540 
Senior Notes 4.875% June 2023 407  405 
Senior Notes 9.375% April 2027 550  543 
Total $ 3,391  $ 34  $ 3,357 
_______________
* The debt issuance costs related to our Revolving Credit Facility are classified as a deferred financing asset within other assets.
(1)As of September 30, 2020, the $1,425 million Revolving Credit Facility had outstanding borrowings of $140 million, as well as $40 million of outstanding undrawn letters of credit. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. On November 3, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility and $40 million of outstanding undrawn letters of credit.
(2)Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020.
(3)The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%).
(4)The Term Loan A provides for quarterly amortization payments, based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020.
Maturities Table
As of September 30, 2020, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2020 and each of the next four years is as follows:
Year Amount
Remaining 2020 (a) $ 152 
2021 62 
2022 81 
2023 982 
2024 11 
_______________
(a)Remaining 2020 includes amortization payments totaling $9 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $140 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $198 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $47 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $140 million of revolver borrowings under the Revolving Credit Facility.

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Senior Secured Credit Agreement and Term Loan A Agreement
The Company’s Amended and Restated Credit Agreement dated as of March 5, 2013, as amended, amended and restated, modified or supplemented from time to time (the “Senior Secured Credit Agreement”) governs the Company's senior secured credit facility (the “Senior Secured Credit Facility”, which includes the “Revolving Credit Facility” and the “Term Loan B”) and the Term Loan A Agreement dated as of October 23, 2015, as amended from time to time (the “Term Loan A Agreement”) governs the senior secured term loan A credit facility (the “Term Loan A Facility”).
Senior Secured Credit Facility
The Senior Secured Credit Facility includes:
(a)the Term Loan B issued in the original aggregate principal amount of $1,080 million with a maturity date of February 2025. The Term Loan B has quarterly amortization payments totaling 1% per annum of the initial aggregate principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at Realogy Group's option, adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or ABR plus 1.25% (with an ABR floor of 1.75%); and
(b)a $1,425 million Revolving Credit Facility with a maturity date of February 2023, which includes a $125 million letter of credit subfacility. The interest rate with respect to revolving loans under the Revolving Credit Facility is based on, at Realogy Group's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio:
Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin
Greater than 3.50 to 1.00 2.50% 1.50%
Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00
2.25% 1.25%
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
2.00% 1.00%
Less than 2.00 to 1.00 1.75% 0.75%
The obligations under the Senior Secured Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries.
Realogy Group’s Senior Secured Credit Agreement contains financial, affirmative and negative covenants and requires Realogy Group to maintain (so long as the Revolving Credit Facility is outstanding) a senior secured leverage ratio.
On July 24, 2020, Realogy Group entered into amendments to the Senior Secured Credit Agreement and Term Loan A Agreement (referred to collectively herein as the “Amendments”), pursuant to which Realogy Group is required to maintain a senior secured leverage ratio not to exceed 6.50 to 1.00 commencing with the third quarter of 2020 through and including the second quarter of 2021. Following the second quarter of 2021, the maximum senior secured leverage ratio permitted will then step down to 5.50 to 1.00 for the third quarter of 2021 and thereafter step down by 0.25 on a quarterly basis to 4.75 to 1.00 (which was the applicable level prior to the effectiveness of the Amendments) on and after the second quarter of 2022.
The Amendments also tighten certain other covenants during the period commencing on July 24, 2020 until the Company issues its financial results for the third quarter of 2021 and concurrently delivers an officer’s certificate to its lenders showing compliance with the quarterly financial covenant, subject to earlier termination, or the “covenant period.” If Realogy Group’s senior secured leverage ratio does not exceed 5.50 to 1.00 for the fiscal quarter ending June 30, 2021, the covenant period will end at the time the Company delivers the compliance certificate to the lenders for such period; however, in either instance, the gradual step down in the senior secured leverage ratio, as described above, will continue to apply. The covenants revised during this covenant period include the reduction or elimination of the amount available for certain types of additional indebtedness, liens, restricted payments (including dividends and stock repurchases), investments (including acquisitions and joint ventures), and voluntary junior debt repayments. The Company also may elect to end the covenant period at any time, provided the senior secured leverage ratio does not exceed 4.75 to 1.00 as of the most recently ended quarter for which financial statements have been delivered. In such event, the leverage ratio will reset to the pre-Amendment level of 4.75 to 1.00 thereafter.
As of September 30, 2020, Realogy Group was required to maintain a senior secured leverage ratio not to exceed 6.50 to 1.00. The leverage ratio is tested quarterly regardless of the amount of borrowings outstanding and letters of credit issued

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under the Revolving Credit Facility at the testing date. Total senior secured net debt does not include the securitization obligations, 7.625% Senior Secured Second Lien Notes, or our unsecured indebtedness, including the Unsecured Notes. At September 30, 2020, Realogy Group was in compliance with the senior secured leverage ratio covenant with a senior secured leverage ratio of 2.29 to 1.00. For the calculation of the senior secured leverage ratio for the third quarter of 2020, see Part I., Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations—Senior Secured Leverage Ratio applicable to our Senior Secured Credit Facility and Term Loan A Facility.
Term Loan A Facility
The Term Loan A of $750 million due February 2023 provides for quarterly amortization based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio:
Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin
Greater than 3.50 to 1.00 2.50% 1.50%
Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00
2.25% 1.25%
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
2.00% 1.00%
Less than 2.00 to 1.00 1.75% 0.75%
The Term Loan A Agreement contains covenants that are substantially similar to those in the Senior Secured Credit Agreement. The Amendment to the Term Loan A Agreement, effective July 24, 2020, contains provisions substantially similar to those contained in the Amendment to the Senior Secured Credit Agreement.
Senior Secured Second Lien Notes
In June 2020, Realogy Group issued $550 million 7.625% Senior Secured Second Lien Notes. The 7.625% Senior Secured Second Lien Notes mature on June 15, 2025 and interest is payable semiannually on June 15 and December 15 of each year, commencing December 15, 2020.
The 7.625% Senior Secured Second Lien Notes are guaranteed on a senior secured second priority basis by Realogy Intermediate and each domestic subsidiary of Realogy Group, other than certain excluded entities, that is a guarantor under its Senior Secured Credit Facility and Term Loan A Facility and certain of its outstanding debt securities. The 7.625% Senior Secured Second Lien Notes are also guaranteed by Realogy Holdings on an unsecured senior subordinated basis. The 7.625% Senior Secured Second Lien Notes are secured by substantially the same collateral as Realogy Group's existing first lien obligations under its Senior Secured Credit Facility and Term Loan A Facility on a second priority basis.
The indentures governing the 7.625% Senior Secured Second Lien Notes contain various covenants that limit the ability of Realogy Intermediate, Realogy Group and Realogy Group’s restricted subsidiaries to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants are substantially similar to the covenants in the indenture governing the 9.375% Senior Notes due 2027, as described under Unsecured Notes below.
Unsecured Notes
In June 2020, the Company used the entire net proceeds from the $550 million 7.625% Senior Secured Second Lien Notes, together with cash on hand, to fund the redemption of all of the outstanding 5.25% Senior Notes due 2021, and to pay related interest, premium, fees, and expenses.
The 4.875% Senior Notes and the 9.375% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on June 1, 2023 and April 1, 2027, respectively. Interest on the Unsecured Notes is payable each year semiannually on June 1 and December 1 for the 4.875% Senior Notes, and on April 1 and October 1 for the 9.375% Senior Notes.
The Unsecured Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility, Term Loan A Facility and Realogy Group's outstanding debt securities and are guaranteed by Realogy Holdings on an unsecured senior subordinated basis.

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The indentures governing the Unsecured Notes contain various negative covenants that limit Realogy Group's and its restricted subsidiaries’ ability to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants include limitations on Realogy Group's and its restricted subsidiaries’ ability to (a) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock, (b) pay dividends or make distributions to their stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of their subsidiaries to pay dividends or to make other payments to Realogy Group, (f) enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of their assets, (i) transfer or sell assets, including capital stock of subsidiaries and (j) prepay, redeem or repurchase debt that is subordinated in right of payment to the Unsecured Notes.
The covenants in the indenture governing the 9.375% Senior Notes are substantially similar to the covenants in the indentures governing the other Unsecured Notes, with certain exceptions, including several changes relating to Realogy Group’s ability to make restricted payments, and in particular, its ability to repurchase shares and pay dividends. Specifically, (a) the cumulative credit basket for restricted payments (i) was reset to zero and builds from January 1, 2019, (ii) builds at 25% of Consolidated Net Income (as defined in the indenture governing the 9.375% Senior Notes) when the consolidated leverage ratio (as defined below) is equal to or greater than 4.0 to 1.0 (and 50% of Consolidated Net Income when it is less than 4.0 to 1.0) and, consistent with the indentures governing the other Unsecured Notes, is reduced by 100% of the deficit when Consolidated Net Income is a deficit and (iii) may not be used when the consolidated leverage ratio is equal to or greater than 4.0 to 1.0; (b) the $100 million general restricted payment basket may be used only for Restricted Investments (as defined in the indenture governing the 9.375% Senior Notes); (c) the indenture governing the 9.375% Senior Notes requires the consolidated leverage ratio to be less than 3.0 to 1.0 to use the unlimited general restricted payment basket (which payments will reduce the cumulative credit basket, but not below zero); and (d) the indenture governing the 9.375% Senior Notes contains a new restricted payment basket that may be used for up to $45 million of dividends per calendar year.
The consolidated leverage ratio is measured by dividing Realogy Group's total net debt by the trailing four quarters EBITDA. EBITDA, as defined in the indenture governing the 9.375% Senior Notes, is substantially similar to EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement; however, under the Senior Secured Credit Agreement and Term Loan A Agreement (but not the indentures), the Company should include net after-tax gains or losses attributable to discontinued operations (pending divestiture) from the definition of consolidated net income solely for purposes of calculating compliance with the senior secured leverage ratio. Net debt under the indenture is Realogy Group's total indebtedness less (i) its cash and cash equivalents in excess of restricted cash and (ii) a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31.
Gain/Loss on the Early Extinguishment of Debt
During the nine months ended September 30, 2020, the Company recorded a loss on the early extinguishment of debt of $8 million as a result of the issuance of $550 million of 7.625% Senior Secured Second Lien Notes due 2025 and the redemption of $550 million of 5.25% Senior Notes due 2021 in June 2020.
During the nine months ended September 30, 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 $93 million of its 4.875% Senior Notes during 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.
6.    RESTRUCTURING COSTS
Restructuring charges were $13 million and $38 million for the three and nine months ended September 30, 2020, respectively, and $11 million and $29 million for the three and nine months ended September 30, 2019, respectively. The components of the restructuring charges for the three and nine months ended September 30, 2020 and 2019 were as follows:
  Three Months Ended September 30, Nine Months Ended September 30,
2020   2019 2020 2019
Personnel-related costs (1) $ $ $ 10  $ 17 
Facility-related costs (2) 10  28  11 
Other restructuring costs (3) —  — 
Total restructuring charges (4) $ 13  $ 11  $ 38  $ 29 

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_______________
(1)Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition.
(2)Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs.
(3)Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment.
(4)Restructuring charges for the three months ended September 30, 2020 relate to the Facility and Operational Efficiencies Program. Restructuring charges for the nine months ended September 30, 2020 include $36 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. Restructuring charges for the three and nine months ended September 30, 2019 include $10 million and $25 million, respectively, related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, related to prior restructuring programs.
Facility and Operational Efficiencies Program
Beginning in the first quarter of 2019, the Company commenced the implementation of a plan to accelerate its office consolidation to reduce storefront costs, as well as institute other operational efficiencies to drive profitability. In addition, the Company commenced a plan to transform and centralize certain aspects of the operational support and drive changes in how it serves its 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 third quarter of 2019, the Company reduced headcount in connection with the wind-down of a former affinity program. In the fourth quarter of 2019, the Company expanded its operational efficiencies program to focus on workforce optimization. This workforce optimization initiative is focused on consolidating similar or overlapping roles, reducing the number of hierarchical layers and streamlining work and decision making. Furthermore, at the end of 2019, the Company expanded these strategic initiatives which have resulted in additional operational and facility related efficiencies in 2020. Additionally, the Company is evaluating its current office space needs and plans to transition to having more employees in a remote working environment as a result of opportunities identified during the COVID-19 crisis. As a result, additional facility and operational efficiencies are expected to be identified and implemented in the fourth quarter of 2020 and during 2021.
The following is a reconciliation of the beginning and ending reserve balances related to the Facility and Operational Efficiencies Program:
Personnel-related costs Facility-related costs Total
Balance at December 31, 2019 $ $ $ 11 
Restructuring charges (1) 10  26  36 
Costs paid or otherwise settled (14) (19) (33)
Balance at September 30, 2020 $ $ 12  $ 14 
_______________
(1)In addition, the Company incurred an additional $17 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2020.
The following table shows the total costs currently expected to be incurred by type of cost related to the Facility and Operational Efficiencies Program:
Total amount expected to be incurred (1)   Amount incurred
to date
  Total amount remaining to be incurred (1)
Personnel-related costs $ 34  $ 31  $
Facility-related costs 73  42  31 
Other restructuring costs — 
Total $ 108  $ 74  $ 34 
_______________
(1)Facility-related costs include potential lease asset impairments to be incurred under the Facility and Operational Efficiencies Program.

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The following table shows the total costs currently expected to be incurred by reportable segment related to the Facility and Operational Efficiencies Program:
Total amount expected to be incurred   Amount incurred
to date
  Total amount remaining to be incurred
Realogy Franchise Group $ $ $ — 
Realogy Brokerage Group 84  55  29 
Realogy Title Group — 
Corporate and Other 14   
Total $ 108  $ 74  $ 34 
Leadership Realignment and Other Restructuring Activities
Beginning in the first quarter of 2018, the Company commenced the implementation of a plan to drive its business forward and enhance stockholder value. The key aspects of this plan included senior leadership realignment, an enhanced focus on technology and talent, as well as further attention to office footprint and other operational efficiencies. The activities undertaken in connection with the restructuring plan are complete. At December 31, 2019, the remaining liability was $5 million. During the nine months ended September 30, 2020, the Company incurred facility-related costs of $2 million and paid or settled costs of $4 million resulting in a remaining accrual of $3 million.
7.    EQUITY
Condensed Consolidated Statement of Changes in Equity for Realogy Holdings
Three Months Ended September 30, 2020
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity
Shares Amount
Balance at June 30, 2020 115.4  $ $ 4,847  $ (3,171) $ (56) $ $ 1,625 
Net income —  —  —  98  —  99 
Other comprehensive income —  —  —  —  — 
Stock-based compensation —  —  —  —  — 
Issuance of shares for vesting of equity awards 0.1  —  —  —  —  —  — 
Shares withheld for taxes on equity awards (0.1) —  —  —  —  —  — 
Dividends —  —  —  —  —  (1) (1)
Balance at September 30, 2020 115.4  $ $ 4,856  $ (3,073) $ (55) $ $ 1,733 
Three Months Ended September 30, 2019
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity
Shares Amount
Balance at June 30, 2019 114.3  $ $ 4,837  $ (2,537) $ (51) $ $ 2,253 
Net (loss) income —  —  —  (113) —  (112)
Other comprehensive loss —  —  —  —  (1) —  (1)
Stock-based compensation —  —  10  —  —  —  10 
Dividends declared ($0.09 per share)
—  —  (10) —  —  —  (10)
Balance at September 30, 2019 114.3  $ $ 4,837  $ (2,650) $ (52) $ $ 2,140 
  Nine Months Ended September 30, 2020
  Common Stock Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests
Total
Equity
Shares Amount
Balance at December 31, 2019 114.4  $ $ 4,842  $ (2,695) $ (56) $ $ 2,096 
Net (loss) income —  —  —  (378) —  (376)
Other comprehensive income —  —  —  —  — 
Stock-based compensation
—  —  19  —  —  —  19 
Issuance of shares for vesting of equity awards 1.6  —  —  —  —  —  — 
Shares withheld for taxes on equity awards (0.6) —  (5) —  —  —  (5)
Dividends —  —  —  —  —  (2) (2)
Balance at September 30, 2020 115.4  $ $ 4,856  $ (3,073) $ (55) $ $ 1,733 

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  Nine Months Ended September 30, 2019
  Common Stock Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests
Total
Equity
Shares Amount
Balance at December 31, 2018 114.6  $ $ 4,869  $ (2,507) $ (52) $ $ 2,315 
Net (loss) income —  —  —  (143) —  (141)
Repurchase of common stock
(1.2) —  (20) —  —  —  (20)
Stock-based compensation
—  —  25  —  —  —  25 
Issuance of shares for vesting of equity awards 1.3  —  —  —  —  —  — 
Shares withheld for taxes on equity awards (0.4) —  (6) —  —  —  (6)
Dividends declared ($0.27 per share)
—  —  (31) —  —  (2) (33)
Balance at September 30, 2019 114.3  $ $ 4,837  $ (2,650) $ (52) $ $ 2,140 
Condensed Consolidated Statement of Changes in Equity for Realogy Group
The Company has not included a statement of changes in equity for Realogy Group as the operating results of Group are consistent with the operating results of Realogy Holdings as all revenue and expenses of Realogy Group flow up to Realogy Holdings and there are no incremental activities at the Realogy Holdings level. The only difference between Realogy Group and Realogy Holdings is that the $1 million in par value of common stock in Realogy Holdings' equity is included in additional paid-in capital in Realogy Group's equity.
Stock Repurchases
Shares of Company common stock that have been repurchased pursuant to prior authorizations from the Company's Board of Directors have been retired and are 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.
The Company's Board of Directors authorized a share repurchase program of up to $275 million, $300 million, $350 million and $175 million of the Company's common stock in February 2016, 2017, 2018 and 2019, respectively.
In the first quarter of 2019, the Company repurchased and retired 1.2 million shares of common stock for $20 million at a weighted average market price of $17.21 per share. The Company has not repurchased any shares under the share repurchase programs since 2019, and in May 2020, the Company's Board of Directors terminated its outstanding share repurchase programs.
The Company is restricted from repurchasing shares during the covenant period under the Amendments to the Senior Secured Credit Agreement and Term Loan A Agreement as well as pursuant to the restrictive covenants in the indentures governing the Unsecured Notes and 7.625% Senior Secured Second Lien Notes. See Note 5. "Short and Long-Term DebtSenior Secured Credit Agreement and Term Loan A Agreement" and "Unsecured Notes", to the Condensed Consolidated Financial Statements for additional information.
Stock-Based Compensation
During the first quarter of 2020, the Company granted restricted stock units related to 0.7 million shares with a weighted average grant date fair value of $9.70 and performance stock units related to 0.9 million shares with a weighted average grant date fair value of $9.23. The Company granted all time-based equity awards in the form of restricted stock units which are subject to ratable vesting over a three-year period.
During the first quarter of 2020, instead of issuing stock-based compensation to certain employees, the Company issued $18 million of time-vested cash awards which vest annually over a three-year vesting period, $6 million of cash-settled long-term performance awards which are tied to cumulative free cash flow goals that will vest at the end of the three-year performance cycle based on achievement of the performance metric and $3 million of cash-settled awards based on the change in Realogy stock price that will vest at the end of the three-year performance cycle.

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8.    EARNINGS (LOSS) PER SHARE
Earnings (loss) per share attributable to Realogy Holdings
Basic earnings (loss) per share is computed based on net income (loss) attributable to Realogy Holdings stockholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings (loss) per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Realogy Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options. The following table sets forth the computation of basic and diluted earnings (loss) per share:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in millions, except per share data) 2020 2019 2020 2019
Numerator:
Numerator for earnings (loss) per share—continuing operations
Net income (loss) from continuing operations $ 145  $ (120) $ (262) $ (136)
Less: Net income attributable to noncontrolling interests (1) (1) (2) (2)
Net income (loss) from continuing operations attributable to Realogy Holdings $ 144  $ (121) $ (264) $ (138)
Numerator for earnings (loss) per share—discontinued operations
Net (loss) income from discontinued operations $ (46) $ $ (114) $ (5)
Net income (loss) attributable to Realogy Holdings shareholders $ 98  $ (113) $ (378) $ (143)
Denominator:
Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) 115.4  114.3  115.2  114.2 
Dilutive effect of stock-based compensation (a)(b) 1.3  —  —  — 
Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) 116.7  114.3  115.2  114.2 
Basic earnings (loss) per share attributable to Realogy Holdings shareholders:
Basic earnings (loss) per share from continuing operations $ 1.25  $ (1.06) $ (2.29) $ (1.21)
Basic (loss) earnings per share from discontinued operations (0.40) 0.07  (0.99) (0.04)
Basic earnings (loss) per share $ 0.85  $ (0.99) $ (3.28) $ (1.25)
Diluted earnings (loss) per share attributable to Realogy Holdings shareholders:
Diluted earnings (loss) per share from continuing operations $ 1.23  $ (1.06) $ (2.29) $ (1.21)
Diluted (loss) earnings per share from discontinued operations (0.39) 0.07