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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 June 30, 2021
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 001-35674
Commission File No. 333-148153
REALOGY HOLDINGS CORP. REALOGY GROUP LLC
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
20-8050955 20-4381990
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
Delaware
(State or other jurisdiction of incorporation or organization)
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrants' telephone number, including area code)
___________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each 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 116,584,201 shares of Common Stock, $0.01 par value, of Realogy Holdings Corp. outstanding as of August 2, 2021.
__________________________________________________________________________________________________________________


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 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.
As used in this Quarterly Report on Form 10-Q:
"Senior Secured Credit Agreement" refers to the Amended and Restated Credit Agreement dated as of March 5, 2013, as amended, amended and restated, modified or supplemented from time to time, that governs our senior secured credit facility, or "Senior Secured Credit Facility;"
"Non-extended Revolving Credit Commitment" and "Extended Revolving Credit Commitment" each refer to the applicable portion of the revolving credit facility under the Senior Secured Credit Facility and are referred to collectively as the "Revolving Credit Facility;"
"Term Loan B Facility" refers to the term loans outstanding under the Senior Secured Credit Facility;
"Term Loan A Agreement" refers to the Term Loan A Agreement, dated as of October 23, 2015, as amended, amended and restated, modified or supplemented from time to time;
"Non-extended Term Loan A" and "Extended Term Loan A" each refer to the applicable portion of the Term Loan A facility under the Term Loan A Agreement and are referred to collectively as the "Term Loan A Facility;"
"4.875% Senior Notes", "9.375% Senior Notes" and "5.75% Senior Notes" refer to our 4.875% Senior Notes due 2023, 9.375% Senior Notes due 2027 and 5.75% Senior Notes due 2029, respectively, and are referred to collectively as the "Unsecured Notes;"
"7.625% Senior Secured Second Lien Notes" refers to our 7.625% Senior Secured Second Lien Notes due 2025; and
"Exchangeable Senior Notes" refers to our 0.25% Exchangeable Senior Notes due 2026.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "believe," "expect," "anticipate," "intend," "project," "estimate," "plan," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could."
In particular, information appearing under "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, it is based on management's current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, we can give no assurance that any such expectation or belief will result or will be achieved or accomplished.
The following include some, but not all, of the risks and uncertainties that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements:
The residential real estate market is cyclical, and we are negatively impacted by adverse developments or the absence of sustained improvement in the U.S. residential real estate markets, either regionally or nationally, which could include, but are not limited to factors that impact homesale transaction volume, such as:
continued or accelerated declines in inventory or a decline in the number of home sales;
increases in mortgage rates or inflation or tightened mortgage underwriting standards;

1

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

2

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

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 June 30, 2021, and the related condensed consolidated statements of operations and comprehensive income (loss) for the three-month and six-month periods ended June 30, 2021 and 2020, and of cash flows for the six-month periods ended June 30, 2021 and 2020, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2020, and the related consolidated statements of operations, comprehensive (loss) income, equity and of cash flows for the year then ended (not presented herein), and in our report dated February 23, 2021, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 4, 2021

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 June 30, 2021, and the related condensed consolidated statements of operations and comprehensive income (loss) for the three-month and six-month periods ended June 30, 2021 and 2020, and of cash flows for the six-month periods ended June 30, 2021 and 2020, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2020, and the related consolidated statements of operations, comprehensive (loss) income, and of cash flows for the year then ended (not presented herein), and in our report dated February 23, 2021, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB or in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 4, 2021


5

REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
  June 30, June 30,
  2021 2020 2021 2020
Revenues
Gross commission income $ 1,773  $ 919  $ 2,927  $ 1,769 
Service revenue 314  219  563  421 
Franchise fees 147  85  252  156 
Other 42  32  81  77 
Net revenues 2,276  1,255  3,823  2,423 
Expenses
Commission and other agent-related costs 1,373  685  2,258  1,315 
Operating 422  320  806  688 
Marketing 66  41  124  100 
General and administrative 114  69  204  157 
Former parent legacy cost, net —  — 
Restructuring costs, net 18  10  30 
Impairments 63  540 
Depreciation and amortization 51  46  102  91 
Interest expense, net 57  59  95  160 
Loss on the early extinguishment of debt 18 
Other income, net (16) —  (18) — 
Total expenses 2,075  1,309  3,602  3,089 
Income (loss) before income taxes, equity in earnings and noncontrolling interests
201  (54) 221  (666)
Income tax expense (benefit) 60  (5) 77  (146)
Equity in earnings of unconsolidated entities (10) (36) (41) (45)
Net income (loss) 151  (13) 185  (475)
Less: Net income attributable to noncontrolling interests (2) (1) (3) (1)
Net income (loss) attributable to Realogy Holdings and Realogy Group
$ 149  $ (14) $ 182  $ (476)
Earnings (loss) per share attributable to Realogy Holdings shareholders:
Basic earnings (loss) per share $ 1.28  $ (0.12) $ 1.57  $ (4.14)
Diluted earnings (loss) per share $ 1.25  $ (0.12) $ 1.52  $ (4.14)
Weighted average common and common equivalent shares of Realogy Holdings outstanding:
Basic 116.5  115.4  116.2  115.0 
Diluted 119.3  115.4  119.4  115.0 

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 Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Net income (loss) $ 151  $ (13) $ 185  $ (475)
Currency translation adjustment —  (1) (1)
Defined benefit pension plan—amortization of actuarial loss to periodic pension cost
— 
Other comprehensive income, before tax — 
Income tax expense (benefit) related to items of other comprehensive income amounts
—  —  —  — 
Other comprehensive income, net of tax — 
Comprehensive income (loss) 152  (12) 186  (475)
Less: comprehensive income attributable to noncontrolling interests
(2) (1) (3) (1)
Comprehensive income (loss) attributable to Realogy Holdings and Realogy Group
$ 150  $ (13) $ 183  $ (476)


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)
  June 30,
2021
December 31, 2020
 
ASSETS
Current assets:
Cash and cash equivalents $ 859  $ 520 
Restricted cash
Trade receivables (net of allowance for doubtful accounts of $11 and $13)
145  128 
Relocation receivables 206  139 
Other current assets 207  154 
Total current assets 1,424  944 
Property and equipment, net 304  317 
Operating lease assets, net 453  450 
Goodwill 2,899  2,910 
Trademarks 685  685 
Franchise agreements, net 1,054  1,088 
Other intangibles, net 181  188 
Other non-current assets 407  352 
Total assets $ 7,407  $ 6,934 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 124  $ 128 
Securitization obligations 147  106 
Current portion of long-term debt 18  62 
Current portion of operating lease liabilities 125  129 
Accrued expenses and other current liabilities 565  600 
Total current liabilities 979  1,025 
Long-term debt 3,357  3,145 
Long-term operating lease liabilities 428  430 
Deferred income taxes 343  276 
Other non-current liabilities 294  291 
Total liabilities 5,401  5,167 
Commitments and contingencies (Note 8)
Equity:
Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at June 30, 2021 and December 31, 2020
—  — 
Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 116,566,078 shares issued and outstanding at June 30, 2021 and 115,457,067 shares issued and outstanding at December 31, 2020
Additional paid-in capital 4,932  4,876 
Accumulated deficit (2,873) (3,055)
Accumulated other comprehensive loss (58) (59)
Total stockholders' equity 2,002  1,763 
Noncontrolling interests
Total equity 2,006  1,767 
Total liabilities and equity $ 7,407  $ 6,934 
See Notes to Condensed Consolidated Financial Statements.
8

REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
  Six Months Ended
June 30,
  2021 2020
Operating Activities
Net income (loss) $ 185  $ (475)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 102  91 
Deferred income taxes 65  (141)
Impairments 540 
Amortization of deferred financing costs and debt discount (premium)
Loss on the early extinguishment of debt 18 
Gain on the sale of a business (15) — 
Equity in earnings of unconsolidated entities (41) (45)
Stock-based compensation 14  10 
Mark-to-market adjustments on derivatives (7) 59 
Other adjustments to net income (loss) (2) — 
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
Trade receivables (14) (3)
Relocation receivables (67) 11 
Other assets (14) (8)
Accounts payable, accrued expenses and other liabilities (63) (29)
Dividends received from unconsolidated entities 38  22 
Other, net (21) (12)
Net cash provided by operating activities 186  33 
Investing Activities
Property and equipment additions (50) (49)
Proceeds from the sale of business 15  — 
Investment in unconsolidated entities (7) (2)
Other, net (9) (12)
Net cash used in investing activities (51) (63)
Financing Activities
Net change in Revolving Credit Facility —  625 
Payments for refinancing of Term Loan A Facility and Term Loan B Facility (1,055) — 
Proceeds from issuance of Senior Notes 905  — 
Proceeds from issuance of Senior Secured Second Lien Notes —  550 
Redemption of Senior Notes —  (550)
Proceeds from issuance of Exchangeable Senior Notes 403  — 
Payments for purchase of Exchangeable Senior Notes hedge transactions (67) — 
Proceeds from issuance of Exchangeable Senior Notes warrant transactions 46  — 
Amortization payments on term loan facilities (6) (19)
Net change in securitization obligations 40  (92)
Debt issuance costs (20) (8)
Cash paid for fees associated with early extinguishment of debt (11) (7)
Taxes paid related to net share settlement for stock-based compensation (9) (5)
Other, net (18) (26)
Net cash provided by financing activities 208  468 
Effect of changes in exchange rates on cash, cash equivalents and restricted cash —  — 
Net increase in cash, cash equivalents and restricted cash 343  438 
Cash, cash equivalents and restricted cash, beginning of period 523  266 
Cash, cash equivalents and restricted cash, end of period $ 866  $ 704 
Supplemental Disclosure of Cash Flow Information
Interest payments (including securitization interest of $2 and $3 respectively)
$ 83  $ 105 
Income tax payments, net 13  — 
See Notes to Condensed Consolidated Financial Statements.
9

REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions)
(Unaudited)
1.    BASIS OF PRESENTATION
Realogy Holdings Corp. ("Realogy Holdings", "Realogy" or the "Company") is a holding company for its consolidated subsidiaries including Realogy Intermediate Holdings LLC ("Realogy Intermediate") and Realogy Group LLC ("Realogy Group") and its consolidated subsidiaries. Realogy, through its subsidiaries, is a global provider of residential real estate services. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations, comprehensive income (loss) and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same.
The accompanying Condensed Consolidated Financial Statements include the financial statements of Realogy Holdings and Realogy Group. Realogy Holdings' only asset is its investment in the common stock of Realogy Intermediate, and Realogy Intermediate's only asset is its investment in Realogy Group. Realogy Holdings' only obligations are its guarantees of certain borrowings and certain franchise obligations of Realogy Group. All expenses incurred by Realogy Holdings and Realogy Intermediate are for the benefit of Realogy Group and have been reflected in Realogy Group's Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates.
In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Realogy Holdings and Realogy Group's financial position as of June 30, 2021 and the results of operations and comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020. The Consolidated Balance Sheet at December 31, 2020 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020.
Fair Value Measurements
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.
Level Input: Input Definitions:
Level I
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the
measurement date.
Level II
Inputs other than quoted prices included in Level I that are observable for the asset or liability through
corroboration with market data at the measurement date.
Level III
Unobservable inputs that reflect management’s best estimate of what market participants would use in
pricing the asset or liability at the measurement date.
The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment

10

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 June 30, 2021 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) —  63  —  63 
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)
—  — 
The following table summarizes fair value measurements by level at December 31, 2020 for assets and liabilities measured at fair value on a recurring basis:
Level 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) —  81  —  81 
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, 2020 $
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 June 30, 2021 $

11

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:
  June 30, 2021 December 31, 2020
Debt Principal Amount Estimated
Fair Value (a)
Principal Amount Estimated
Fair Value (a)
Senior Secured Credit Facility:
Non-extended Revolving Credit Commitment $ —  $ —  $ —  $ — 
Extended Revolving Credit Commitment —  —  —  — 
Term Loan B 237  237  1,048  1,032 
Term Loan A Facility:
Non-extended Term Loan A 197  189  684  671 
Extended Term Loan A 236  227  —  — 
7.625% Senior Secured Second Lien Notes 550  597  550  595 
4.875% Senior Notes 407  424  407  415 
9.375% Senior Notes 550  611  550  609 
5.75% Senior Notes 900  941  —  — 
0.25% Exchangeable Senior Notes 403  409  —  — 
_______________
(a)The fair value of the Company's indebtedness is categorized as Level II.
Equity Method Investments
At June 30, 2021 and December 31, 2020, the Company had various equity method investments which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets.
The Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity") at Realogy Title Group had investment balances of $92 million and $90 million at June 30, 2021 and December 31, 2020, respectively. For the three months ended June 30, 2021 and 2020, the Company recorded equity earnings of $8 million and $35 million, respectively, related to its investment in Guaranteed Rate Affinity. For the six months ended June 30, 2021 and 2020, the Company recorded equity earnings of $38 million and $44 million, respectively, related to its investment in Guaranteed Rate Affinity. The Company received $35 million and $20 million in cash dividends from Guaranteed Rate Affinity during the six months ended June 30, 2021 and 2020, respectively.
The Company's other equity method investments had investment balances totaling $14 million and $10 million at June 30, 2021 and December 31, 2020, respectively. The Company recorded $2 million and $1 million equity earnings from the operations of these equity method investments for the three months ended June 30, 2021 and 2020, respectively. The Company recorded $3 million and $1 million equity earnings from the operations of these equity method investments for the six months ended June 30, 2021 and 2020, respectively. The Company received $3 million and $2 million in cash dividends from these equity method investments during the six months ended June 30, 2021 and 2020, respectively.
Income Taxes
The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $60 million and a benefit of $5 million for the three months ended June 30, 2021 and 2020, respectively, and an expense of $77 million and a benefit of $146 million for the six months ended June 30, 2021 and 2020, respectively.
Derivative Instruments
The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. As of June 30, 2021, the Company had interest rate swaps with an aggregate notional value of $1,000 million to offset the variability in cash flows resulting from the term loan facilities as follows:
Notional Value (in millions) Commencement Date Expiration Date
$450 November 2017 November 2022
$400 August 2020 August 2025
$150 November 2022 November 2027

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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 June 30, 2021 December 31, 2020
Interest rate swap contracts Other non-current liabilities 63  81 
The effect of derivative instruments on earnings was as follows:
Derivative Instruments Not Designated as Hedging Instruments Location of Loss or (Gain) Recognized for Derivative Instruments Loss or (Gain) Recognized on Derivatives
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Interest rate swap contracts Interest expense $ $ $ (7) $ 59 
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 June 30,
Realogy Franchise Group Realogy Brokerage Group Realogy Title
Group
Corporate and Other Total
Company
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Gross commission income (a) $ —  $ —  $ 1,773  $ 919  $ —  $ —  $ —  $ —  $ 1,773  $ 919 
Service revenue (b) 60  61  246  154  —  —  314  219 
Franchise fees (c) 259  148  —  —  —  —  (112) (63) 147  85 
Other (d) 28  18  10  10  (5) (2) 42  32 
Net revenues $ 347  $ 227  $ 1,791  $ 933  $ 255  $ 160  $ (117) $ (65) $ 2,276  $ 1,255 
Six Months Ended June 30,
Realogy Franchise Group Realogy Brokerage Group Realogy Title
Group
Corporate and Other Total
Company
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Gross commission income (a) $ —  $ —  $ 2,927  $ 1,769  $ —  $ —  $ —  $ —  $ 2,927  $ 1,769 
Service revenue (b) 107  125  15  441  287  —  —  563  421 
Franchise fees (c) 440  275  —  —  —  —  (188) (119) 252  156 
Other (d) 54  47  20  24  15  10  (8) (4) 81  77 
Net revenues $ 601  $ 447  $ 2,962  $ 1,802  $ 456  $ 297  $ (196) $ (123) $ 3,823  $ 2,423 
______________
(a)Gross commission income at Realogy Brokerage Group is recognized at a point in time at the closing of a homesale transaction.
(b)Service revenue primarily consists of title and escrow fees at Realogy Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Realogy Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.
(c)Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).
(d)Other revenue is comprised of brand marketing funds received from franchisees at Realogy Franchise Group and other miscellaneous revenues across all of the business segments.

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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, 2021 Additions during the period Recognized as Revenue during the period Ending
Balance at
June 30, 2021
Realogy Franchise Group:
Deferred area development fees (a) $ 43  $ $ (3) $ 41 
Deferred brand marketing fund fees (b) 14  51  (46) 19 
Deferred outsourcing management fees (c) 21  (18)
Other deferred income related to revenue contracts 10  17  (16) 11 
Total Realogy Franchise Group 70  90  (83) 77 
Realogy Brokerage Group:
Advanced commissions related to development business (d) —  10 
Other deferred income related to revenue contracts (2)
Total Realogy Brokerage Group 12  (2) 13 
Total $ 82  $ 93  $ (85) $ 90 
_______________
(a)The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination.
(b)Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group.
(c)The Company earns revenues from outsourcing management fees charged to clients that may cover several of the relocation services listed above, according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type.
(d)New development closings generally have a development period of between 18 and 24 months from contracted date to closing.
Allowance for Doubtful Accounts
The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses.
Supplemental Cash Flow Information
Significant non-cash transactions included finance lease additions of $3 million and $7 million during the six months ended June 30, 2021 and 2020, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities.
Leases
Other than the Company's facility closures as described in Note 5, "Restructuring Costs," the Company's lease obligations as of June 30, 2021 have not changed materially from the amounts reported in our 2020 Form 10-K.
Recently Adopted Accounting Pronouncements
The Company adopted the new standard on Simplifying the Accounting for Income Taxes effective January 1, 2021. The new standard clarifies and simplifies aspects of the accounting for income taxes to help promote consistent application of GAAP by eliminating certain exceptions to the general principles of ASC Topic 740, Income Taxes. The adoption of this guidance did not have an impact to the Company’s Consolidated Financial Statements upon adoption on January 1, 2021.

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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 and permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact and transition method on the Company's financial statements.
2.    GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill by reporting unit and changes in the carrying amount are as follows:
Realogy Franchise Group Realogy Brokerage Group Realogy
Title Group
Total
Company
Balance at December 31, 2020 $ 2,509  $ 245  $ 156  $ 2,910 
Goodwill acquired (a) —  — 
Goodwill reduction for sale of a business (b) (3) (10) —  (13)
Balance at June 30, 2021 $ 2,506  $ 235  $ 158  $ 2,899 
Accumulated impairment losses (c) $ 1,447  $ 808  $ 324  $ 2,579 
_______________
(a)Goodwill acquired during the six months ended June 30, 2021 relates to the acquisition of one title and settlement operation.
(b)Goodwill reduction relates to the sale of a relocation-related business during the first quarter of 2021 and the sale of a business at Realogy Brokerage Group during the second quarter of 2021.
(c)Includes impairment charges which reduced goodwill by $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007.
Intangible Assets
Intangible assets are as follows:
  As of June 30, 2021 As of December 31, 2020
  Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Amortizable—Franchise agreements (a) $ 2,010  $ 956  $ 1,054  $ 2,010  $ 922  $ 1,088 
Indefinite life—Trademarks (b) $ 685  $ 685  $ 685  $ 685 
Other Intangibles
Amortizable—License agreements (c) $ 45  $ 13  $ 32  $ 45  $ 13  $ 32 
Amortizable—Customer relationships (d) 456  334  122  509  376  133 
Indefinite life—Title plant shares (e) 25  25  20  20 
Amortizable—Other (f) 14  12  14  11 
Total Other Intangibles $ 540  $ 359  $ 181  $ 588  $ 400  $ 188 

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_______________
(a)Generally amortized over a period of 30 years.
(b)Primarily related to real estate franchise brands which are expected to generate future cash flows for an indefinite period of time.
(c)Relates to the Sotheby’s International Realty® and Better Homes and Gardens® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements).
(d)Relates to the customer relationships at Realogy Franchise Group, Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 20 years.
(e)Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time.
(f)Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years.
Intangible asset amortization expense is as follows:
  Three Months Ended
June 30,
Six Months Ended
 June 30,
  2021 2020 2021 2020
Franchise agreements $ 17  $ 17  $ 34  $ 34 
Customer relationships —  11 
Other
Total $ 23  $ 18  $ 46  $ 37 
Based on the Company’s amortizable intangible assets as of June 30, 2021, the Company expects related amortization expense for the remainder of 2021, the four succeeding years and thereafter to be approximately $46 million, $90 million, $89 million, $89 million, $89 million and $807 million, respectively.
3.    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of:
  June 30, 2021 December 31, 2020
Accrued payroll and related employee costs $ 185  $ 239 
Advances from clients 32  65 
Accrued volume incentives 37  46 
Accrued commissions 60  48 
Restructuring accruals 13  16 
Deferred income 57  46 
Accrued interest 43  18 
Current portion of finance lease liabilities 12  13 
Due to former parent 19  19 
Other 107  90 
Total accrued expenses and other current liabilities $ 565  $ 600 


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4.    SHORT AND LONG-TERM DEBT
Total indebtedness is as follows:
  June 30, 2021 December 31, 2020
Senior Secured Credit Facility:
Non-extended Revolving Credit Commitment
$ —  $ — 
Extended Revolving Credit Commitment
—  — 
Term Loan B
235  1,036 
Term Loan A Facility:
Non-extended Term Loan A
196  681 
Extended Term Loan A 235  — 
7.625% Senior Secured Second Lien Notes 541  540 
4.875% Senior Notes 406  406 
9.375% Senior Notes 544  544 
5.75% Senior Notes 898  — 
0.25% Exchangeable Senior Notes 320  — 
Total Short-Term & Long-Term Debt $ 3,375  $ 3,207 
Securitization Obligations:
Apple Ridge Funding LLC $ 145  $ 102 
Cartus Financing Limited
Total Securitization Obligations $ 147  $ 106 
Indebtedness Table
As of June 30, 2021, the Company’s borrowing arrangements were as follows:
Interest
Rate
Expiration
Date
Principal Amount Unamortized Discount (Premium) and Debt Issuance Costs Net Amount
Senior Secured Credit Facility (1):
Non-extended Revolving Credit Commitment (2) February 2023 $ —  $ * $ — 
Extended Revolving Credit Commitment (2) February 2025 (3) —                       * — 
Term Loan B (4) February 2025 237  235 
Term Loan A Facility (5):
Non-extended Term Loan A (6) February 2023 197  196 
Extended Term Loan A (7) February 2025 (3) 236  235 
Senior Secured Second Lien Notes (8) 7.625% June 2025 550  541 
Senior Notes (8) 4.875% June 2023 407  406 
Senior Notes (8) 9.375% April 2027 550  544 
Senior Notes (8) 5.75% January 2029 900  898 
Exchangeable Senior Notes 0.25% June 2026 403  83  320 
Total Short-Term & Long-Term Debt $ 3,480  $ 105  $ 3,375 
Securitization obligations: (9)
Apple Ridge Funding LLC (10) June 2022 $ 145  $ * $ 145 
Cartus Financing Limited (11) August 2021 *
Total Securitization Obligations $ 147  $ —  $ 147 
_______________
*The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets.
(1)The available capacity under the Non-extended Revolving Credit Commitment is $477 million, while the available capacity under the Extended Revolving Credit Commitment is $948 million. As of June 30, 2021, there were no outstanding borrowings under

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either the Non-extended Revolving Credit Commitment or Extended Revolving Credit Commitment and $42 million of outstanding undrawn letters of credit. The Non-extended Revolving Credit Commitment expires in February 2023 and, subject to earlier spring maturity described in footnote (3), the Extended Revolving Credit Commitment expires in February 2025, but in each instance, amounts outstanding would be classified on the balance sheet as current due to the revolving nature and terms and conditions of the facilities. On August 2, 2021, the Company had no outstanding borrowings under the Revolving Credit Facility and $42 million of outstanding undrawn letters of credit.
(2)Interest rates with respect to revolving loans under the Senior Secured Credit Facility at June 30, 2021 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 1.75% and the ABR margin was 0.75% for the three months ended June 30, 2021.
(3)The maturity date of each of the Extended Revolving Credit Commitment and Extended Term Loan A may spring forward to a date prior to February 2025 as follows: (i) if on or before March 2, 2023, the 4.875% Senior Notes have not been extended, refinanced or replaced to have a maturity date after May 10, 2025 (or are not otherwise discharged, defeased or repaid by March 2, 2023), the maturity date of the Extended Revolving Credit Commitment and Extended Term Loan A Facility will be March 2, 2023; and (ii) if on or before November 9, 2024, the Term Loan B Facility under the Senior Secured Credit Agreement is not extended, refinanced or replaced to have a maturity date after May 10, 2025 (or otherwise repaid prior to November 9, 2024), the maturity date of the Extended Revolving Credit Commitment and Extended Term Loan A Facility will be November 9, 2024.
(4)In January and February 2021, we used a portion of the proceeds from the issuance of 5.75% Senior Notes to pay down $655 million of outstanding borrowings under the Term Loan B Facility. In April 2021, the Company used cash on hand to pay down $150 million of outstanding borrowings under the Term Loan B Facility. The Term Loan B Facility provides for quarterly amortization payments totaling 1% per annum of the $1,080 million original principal amount. The interest rate with respect to term loans under the Term Loan B Facility 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%).
(5)In January 2021, prior to the effective date of the 2021 Amendments, we used a portion of the proceeds from the issuance of 5.75% Senior Notes to pay down $250 million of outstanding borrowings under the Term Loan A Facility. The interest rates with respect to each of the Non-extended Term Loan A and Extended 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 1.75% and the ABR margin was 0.75% for the three months ended June 30, 2021.
(6)The Company is not required to make amortization payments on the Non-extended Term Loan A. The balance of the Non-Extended Term Loan A is due at maturity on February 8, 2023.
(7)The Extended Term Loan A has quarterly amortization payments, commencing with the quarter ending June 30, 2021, equal to a percentage per quarter of the $237 million principal amount of the Extended Term Loan A outstanding on January 27, 2021 (the effective date of the 2021 Amendments), as follows: 0.625% per quarter from June 30, 2021 to March 31, 2022; 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Extended Term Loan A due at maturity on February 8, 2025.
(8)Realogy Group may redeem all or a portion of the Unsecured Notes or 7.625% Senior Secured Second Lien Notes, as applicable, at the redemption price set forth in the applicable indenture governing such notes, commencing on the following dates:
Date
7.625% Senior Secured Second Lien Notes June 15, 2022
4.875% Senior Notes March 1, 2023
9.375% Senior Notes April 1, 2022
5.75% Senior Notes January 15, 2024
Prior to the dates noted above, Realogy Group may redeem the applicable notes at their option, in whole or in part, at a redemption price equal to 100% of the principal amount of such notes redeemed plus a "make-whole" premium as set forth in the applicable indenture governing such notes. In addition, prior to the dates noted above, we may redeem up to 40% of the notes (other than the 4.875% Senior Notes) from the proceeds of certain equity offerings as set forth in the applicable indenture governing such notes. See below under the header "Exchangeable Senior Notes" for information on certain redemption features of the Exchangeable Senior Notes.
(9)Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations.
(10)In June 2021, Realogy Group extended the existing Apple Ridge Funding LLC securitization program utilized by Cartus until June 2022. As of June 30, 2021, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $55 million of available capacity.
(11)Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of June 30, 2021, the Company had $21 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $19 million of available capacity.

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Maturities Table
As of June 30, 2021, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2021 and each of the next four years is as follows:
Year Amount
Remaining 2021 (a) $
2022 21 
2023 631 
2024 33 
2025 934 
_______________
(a)Remaining 2021 includes amortization payments totaling $3 million and $5 million for the Extended Term Loan A and Term Loan B Facility, respectively. The current portion of long-term debt of $18 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $7 million and $11 million for the Extended Term Loan A and Term Loan B Facility, respectively.
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 its senior secured revolving credit facility (the "Revolving Credit Facility") and term loan B facility (the "Term Loan B Facility", and collectively with the Revolving Credit Facility, the "Senior Secured Credit Facility") and the Company's Term Loan A Agreement dated as of October 23, 2015 (as amended, amended and restated, modified or supplemented from time to time, the "Term Loan A Agreement") governs its senior secured term loan A credit facility (the "Term Loan A Facility").
In January 2021, the Company repaid $250 million of outstanding borrowings under the Term Loan A Facility and $655 million of outstanding borrowings under the Term Loan B Facility using proceeds from its January and February 2021 issuances of $900 million 5.75% Senior Notes due 2029. In April 2021, the Company used cash on hand to pay down $150 million of outstanding borrowings under the Term Loan B Facility.
In January 2021, Realogy Group entered into amendments to the Senior Secured Credit Agreement, referred to collectively herein as the "2021 Amendments", which among other things:
extend the maturity for approximately $237 million of the approximately $434 million outstanding loans under the Term Loan A Facility (the "Extended Term Loan A") after giving effect to the application of the proceeds of the 5.75% Senior Notes offering, from February 2023 to February 2025, subject to the following:
if on or before March 2, 2023, the 4.875% Senior Notes have not been extended, refinanced or replaced to have a maturity date after May 10, 2025 (or are not otherwise discharged, defeased or repaid by March 2, 2023), the maturity date of the Extended Term Loan A will be March 2, 2023; and
if on or before November 9, 2024, the Term Loan B Facility under the Senior Secured Credit Agreement is not extended, refinanced or replaced to have a maturity date after May 10, 2025 (or otherwise repaid prior to November 9, 2024), the maturity date of the Extended Term Loan A will be November 9, 2024; and
extend the maturity of approximately $948 million of the $1,425 million in commitments under the Revolving Credit Facility (the "Extended Revolving Credit Commitment") from February 2023 to February 2025, subject to the earlier springing maturity dates applicable to the Extended Term Loan A described above.
The 2021 Amendments also made certain modifications to the Senior Secured Credit Agreement and Term Loan A Agreement, including amendments that tightened certain covenants in the Senior Secured Credit Agreement and Term Loan A Agreement and reduced the maximum permitted senior secured leverage ratio (the financial covenant under such agreements) for the applicable trailing twelve-month period to below the levels that had been permitted under the amendments to the Senior Secured Credit Agreement and Term Loan A Agreement that Realogy Group entered into in July 2020 (referred to collectively herein as the "2020 Amendments"). These modifications were to remain in place for the periods specified in the 2021 Amendments, unless terminated earlier by Realogy Group at its election. In June 2021, Realogy Group elected to terminate the covenant relief period and, accordingly, the senior secured leverage ratio reset to the pre-amendment level of 4.75 to 1.00 for the trailing twelve-month period ended June 30, 2021 and future periods and the

19

other covenants that had been tightened under the 2021 Amendments and 2020 Amendments returned to the pre-amendment levels.
Senior Secured Credit Facility
The Senior Secured Credit Facility includes:
(a)the Term Loan B Facility issued in the original aggregate principal amount of $1,080 million with a maturity date of February 2025. The Term Loan B Facility 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 Facility 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 which includes a $125 million letter of credit subfacility. The Revolving Credit Facility includes available capacity under the Non-extended Revolving Credit Commitment of $477 million and the available capacity under the Extended Revolving Credit Commitment of $948 million. The Non-extended Revolving Credit Commitment expires in February 2023 and, subject to earlier spring maturity described above, the Extended Revolving Credit Commitment expires in February 2025. 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 and subject to certain exceptions.
Realogy Group's Senior Secured Credit Agreement contains financial, affirmative and negative covenants as well as a financial covenant that Realogy Group maintain (so long as commitments under the Revolving Credit Facility are outstanding) a maximum permitted senior secured leverage ratio, not to exceed 4.75 to 1.00. The leverage ratio is tested quarterly regardless of the amount of borrowings outstanding and letters of credit issued 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 and the Exchangeable Senior Notes. At June 30, 2021, Realogy Group was in compliance with the senior secured leverage ratio covenant. For the calculation of the senior secured leverage ratio for the second quarter of 2021, 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 loans under the Term Loan A Facility were originally $750 million and include the Non-extended Term Loan A due February 2023 and the Extended Term Loan A due February 2025, subject to earlier spring maturity described above. The Extended Term Loan A provides for quarterly amortization based on a percentage of the principal amount of $237 million, commencing with the quarter ending June 30, 2021, as follows: 0.625% per quarter from June 30, 2021 to March 31, 2022; 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Extended Term Loan A due at maturity on February 8, 2025. No amortization payments are required on the Non-extended Term Loan A.

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The interest rates with respect to the Term Loan A Facility 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.
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.
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
The 4.875% Senior Notes, 9.375% Senior Notes and 5.75% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on June 1, 2023, April 1, 2027 and January 15, 2029, respectively. Interest on the Unsecured Notes is payable each year semiannually on June 1 and December 1 for the 4.875% Senior Notes, on April 1 and October 1 for the 9.375% Senior Notes, and on January 15 and July 15 for the 5.75% Senior Notes (commencing on July 15, 2021).
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.
The indenture governing the 4.875% Senior Notes contains 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 4.875% Senior 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, with respect to the 9.375% Senior Notes Indenture, (a) neither the cumulative credit basket (nor any other basket) is available to repurchase shares to the extent the consolidated leverage ratio is equal to or greater than 4.0 to 1.0 on a pro forma basis giving effect to such repurchase; (b) the cumulative credit basket for which restricted payments may

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otherwise be available is equal to 50% of Consolidated Net Income (as defined in such indenture) for the period (taken as one accounting period) from January 1, 2019 to the end of the most recently ended fiscal quarter for which internal financial statements are available at the time of any such restricted payment; provided however, that, to the extent the Consolidated Leverage Ratio is equal to or greater than 4.0 to 1.0, then 25% of the Consolidated Net Income for the aforementioned period will be included; (c) the consolidated leverage ratio must 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); (d) the $100 million general restricted payment basket may be used only for Restricted Investments (as defined in such indenture); and (e) a restricted payment basket is available for up to $45 million of dividends per calendar year (with any actual dividends deducted from the available cumulative credit basket). The covenants in the indenture governing 5.75% Senior Notes are substantially similar to the covenants in the indentures governing the 4.875% Senior Notes, but also include some of the additional limitations of the 9.375% Senior Notes.
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 (as well as the other Unsecured Notes and 7.625% Senior Secured Second Lien Notes), is substantially similar to EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement. Net debt under the indentures governing the 9.375% Senior Notes, 7.625% Senior Secured Second Lien Notes and 5.75% Senior Notes is Realogy Group's total indebtedness (excluding securitizations) 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.
Exchangeable Senior Notes
In June 2021, Realogy Group issued an aggregate principal amount of $403 million of 0.25% Exchangeable Senior Notes due 2026. The Company used a portion of the net proceeds from this offering to pay the cost of the exchangeable note hedge transactions described below (with such cost partially offset by the proceeds to the Company from the sale of the warrants pursuant to the warrant transactions described below). The Company expects to use the remaining net proceeds for its working capital and other general corporate purposes.
The Exchangeable Senior Notes are unsecured senior obligations of Realogy Group that mature on June 15, 2026. Interest on the Exchangeable Senior Notes is payable each year semiannually on June 15 and December 15 (commencing on December 15, 2021).
The Exchangeable Senior 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.
Before March 15, 2026, noteholders will have the right to exchange their Exchangeable Senior Notes upon the occurrence of certain events described in the indenture governing the notes. On or after March 15, 2026, noteholders may exchange their Exchangeable Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the notes.
Upon exchange, Realogy Group will pay cash up to the aggregate principal amount of the Exchangeable Senior Notes to be exchanged and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at Realogy Group's election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Senior Notes being exchanged.
The initial exchange rate for Exchangeable Senior Notes is 40.8397 shares of the Company’s common stock per $1,000 principal amount of notes (which represents an initial exchange price of approximately $24.49 per share of the Company’s common stock). The exchange rate and exchange price of the Exchangeable Senior Notes are subject to customary adjustments upon the occurrence of certain events. In addition, if a “Make-Whole Fundamental Change” (as defined in the indenture governing the Exchangeable Senior Notes) occurs, then the exchange rate of the Exchangeable Senior Notes will, in certain circumstances, be increased for a specified period of time. Initially, a maximum of approximately 23,013,139 shares of the Company’s common stock may be issued upon the exchange of the Exchangeable Senior Notes, based on the initial maximum exchange rate of 57.1755 shares of the Company’s common stock per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions.
The Exchangeable Senior Notes will be redeemable, in whole or in part (subject to a partial redemption limitation described in the indenture governing the notes), at Realogy Group's option at any time, and from time to time, on or after June 20, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption

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price equal to the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the exchange price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date it sends the related redemption notice; and (2) the trading day immediately before the date it sends such notice. In addition, calling any Exchangeable Senior Notes for redemption will constitute a Make-Whole Fundamental Change with respect to that note, in which case the exchange rate applicable to the exchange of that note will be increased in certain circumstances if it is exchanged with an exchange date occurring during the period from, and including, the date Realogy Group sends the redemption notice to, and including, the second business day immediately before the related redemption date.
If certain corporate events that constitute a “Fundamental Change” (as defined in the indenture governing the Exchangeable Senior Notes) of the Company occur, then noteholders may require Realogy Group to repurchase their Exchangeable Senior Notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes, among other things, certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
The indenture governing the Exchangeable Senior Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Exchangeable Senior Notes to become or to be declared due and payable.
Exchangeable debt instruments that may be settled in cash are required to be separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt to equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance on June 2, 2021, the Company allocated $319 million to the debt liability and $53 million to additional paid in capital.
The difference between the principal amount of the Exchangeable Senior Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company will amortize to interest expense over the term of the Exchangeable Senior Notes using an effective interest rate of 4.375%. The Company recognized non-cash interest expense of $1 million, related to the Exchangeable Senior Notes in the second quarter of 2021.
The Exchangeable Senior Notes consisted of the following components as of June 30, 2021:
June 30, 2021
Liability component:
Principal
$ 403 
Less: debt discount and issuance costs, net of amortization
83
Net carrying amount
$ 320 
Equity component: (*)
$ 53 
_______________
(*)     Included in additional paid-in capital on the consolidated balance sheets.
Exchangeable Note Hedge and Warrant Transactions
In connection with the pricing of the Exchangeable Senior Notes (and with the exercise by the initial purchasers of the notes to purchase additional notes), Realogy Group entered into exchangeable note hedge transactions with certain counterparties (the "Option Counterparties"). The exchangeable note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Senior Notes, the number of shares of the Company’s common stock underlying the Notes. The total cost of such exchangeable note hedge transactions was $67 million.
Concurrently with Realogy Group entering into the exchangeable note hedge transactions, the Company entered into warrant transactions with the Option Counterparties whereby the Company sold to the Option Counterparties warrants to purchase, subject to customary adjustments, up to the same number of shares of the Company’s common stock. The initial strike price of the warrant transactions is $30.6075 per share. The Company received $46 million in cash proceeds from the sale of these warrant transactions.

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Taken together, the purchase of such exchangeable note hedges and the sale of such warrants are intended to offset (in whole or in part) any potential dilution and/or cash payments upon the exchange of the Exchangeable Senior Notes, and to effectively increase the overall exchange price from $24.49 to $30.6075 per share.
At issuance, the Company recorded a deferred tax liability of $20 million related to the Exchangeable Senior Notes debt discount and a deferred tax asset of $18 million related to the exchangeable note hedge transactions. The deferred tax liability and deferred tax asset are recorded net within deferred income taxes in the unaudited consolidated balance sheets.
Securitization Obligations
Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in June 2022. As of June 30, 2021, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $145 million being utilized, leaving $55 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 which expires in August 2021. As of June 30, 2021, there were $2 million of outstanding borrowings under the facilities leaving $19 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 operations 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 the Company's relocation services.
Certain of the funds that Realogy Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $201 million and $135 million of underlying relocation receivables and other related relocation assets at June 30, 2021 and December 31, 2020, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Realogy Group's securitization obligations are classified as current in the accompanying Consolidated Balance Sheets.
Interest incurred in connection with borrowings under these facilities amounted to $1 million for both the three months ended June 30, 2021 and 2020, as well as $2 million and $3 million for the six months ended June 30, 2021 and 2020, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Realogy Group's relocation operations where interest is generally earned on such assets. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.6% and 3.8% for the six months ended June 30, 2021 and 2020, respectively.
Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs
As a result of the refinancing transactions in January and February 2021 and pay down of $150 million of outstanding borrowings under the Term Loan B Facility in April 2021, the Company recorded losses on the early extinguishment of debt of $18 million and wrote off certain financing costs of $1 million to interest expense during the six months ended June 30, 2021.

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During the six months ended June 30, 2020 the Company recorded a loss on the early extinguishment of debt of $8 million as a result of the refinancing transactions in June 2020.
5.    RESTRUCTURING COSTS
Restructuring charges were $5 million and $10 million for the three and six months ended June 30, 2021, respectively, and $18 million and $30 million for the three and six months ended June 30, 2020, respectively. The components of the restructuring charges for the three and six months ended June 30, 2021 and 2020 were as follows:
  Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Personnel-related costs (1) $ $ $ $
Facility-related costs (2) 13  22 
Total restructuring charges $ $ 18  $ 10  $ 30 
_______________
(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.
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 real estate benefit program. In the fourth quarter of 2019, the Company expanded its operational efficiencies program to focus on workforce optimization. This workforce optimization initiative was 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.
As a result of the COVID-19 pandemic, the Company transitioned substantially all of its employees to a remote-work environment in mid-March 2020 and has worked to comply with state and local regulators to ensure safe working conditions. Many of the Company's employees continued to work remotely on a full-time or hybrid basis. This transition to remote work has allowed the Company to reevaluate its office space needs. As a result, additional facility and operational efficiencies were identified and implemented in the second half of 2020 and additional facility initiatives are expected in 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, 2020 $ $ 22  $ 27 
Restructuring charges (1) 10 
Costs paid or otherwise settled (6) (9) (15)
Balance at June 30, 2021 $ $ 19  $ 22 
_______________
(1)In addition, the Company incurred an additional $1 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the six months ended June 30, 2021.

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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 $ 57  $ 54  $
Facility-related costs 108  67  41 
Other restructuring costs — 
Total $ 166  $ 122  $ 44 
_______________
(1)Facility-related costs include potential lease asset impairments to be incurred under the Facility and Operational Efficiencies Program.
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 $ 32  $ 31  $
Realogy Brokerage Group 82  64  18 
Realogy Title Group — 
Corporate and Other 46    21  25 
Total $ 166  $ 122  $ 44 
6.    EQUITY
Condensed Consolidated Statement of Changes in Equity for Realogy Holdings
  Three Months Ended June 30, 2021
  Common Stock Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests
Total
Equity
Shares Amount
Balance at March 31, 2021 116.4  $ $ 4,874  $ (3,022) $ (59) $ $ 1,797 
Net income —  —  —  149  —  151 
Other comprehensive income —  —  —  —  — 
Equity component of Exchangeable Senior Notes issuance, net —  —  53  —  —  —  53 
Purchase of Exchangeable Senior Notes note hedge transactions
—  —  (67) —  —  —  (67)
Tax benefit related to purchase of Exchangeable Senior Notes note hedge transactions
—  —  18  —  —  —  18 
Issuance of Exchangeable Senior Notes warrant transactions
—  —  46  —  —  —  46 
Exercise of stock options —  —  —  —  — 
Stock-based compensation
—  —  —  —  — 
Issuance of shares for vesting of equity awards 0.2  —  —  —  —  —  — 
Shares withheld for taxes on equity awards —  —  (1) —  —  —  (1)
Dividends —  —  —  —  —  (1) (1)
Balance at June 30, 2021 116.6  $ $ 4,932  $ (2,873) $ (58) $ $ 2,006 

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  Three Months Ended June 30, 2020
  Common Stock Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests
Total
Equity
Shares Amount
Balance at March 31, 2020 115.3  $ $ 4,844  $ (3,157) $ (57) $ $ 1,634 
Net (loss) income —  —  —  (14) —  (13)
Other comprehensive income —  —  —  —  — 
Stock-based compensation
—  —  —  —  — 
Issuance of shares for vesting of equity awards 0.1  —  —  —  —  —  — 
Shares withheld for taxes on equity awards —  —  (1) —  —  —  (1)
Balance at June 30, 2020 115.4  $ $ 4,847  $ (3,171) $ (56) $ $ 1,625 
  Six Months Ended June 30, 2021
  Common Stock Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests
Total
Equity
Shares Amount
Balance at December 31, 2020 115.5  $ $ 4,876  $ (3,055) $ (59) $ $ 1,767 
Net income —  —  —  182  —  185 
Other comprehensive income —  —  —  —  — 
Equity component of Exchangeable Senior Notes issuance, net —  —  53  —  —  —  53 
Purchase of Exchangeable Senior Notes note hedge transactions
—  —  (67) —  —  —  (67)
Tax benefit related to purchase of Exchangeable Senior Notes note hedge transactions
—  —  18  —  —  —  18 
Issuance of Exchangeable Senior Notes warrant transactions
—  —  46  —  —  —  46 
Exercise of stock options —  —  —  —  — 
Stock-based compensation
—  —  14  —  —  —  14 
Issuance of shares for vesting of equity awards 1.6  —  —  —  —  —  — 
Shares withheld for taxes on equity awards (0.5) —  (9) —  —  —  (9)
Dividends —  —  —  —  —  (3) (3)
Balance at June 30, 2021 116.6  $ $ 4,932  $ (2,873) $ (58) $ $ 2,006 
  Six Months Ended June 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 —  —  —  (476) —  (475)
Stock-based compensation
—  —  10  —  —  —  10 
Issuance of shares for vesting of equity awards 1.5  —  —  —  —  —  — 
Shares withheld for taxes on equity awards (0.5) —  (5) —  —  —  (5)
Dividends
—  —  —  —  —  (1) (1)
Balance at June 30, 2020 115.4  $ $ 4,847  $ (3,171) $ (56) $ $ 1,625 
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.

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Stock-Based Compensation
During the first quarter of 2021, the Company granted restricted stock units related to 0.9 million shares with a weighted average grant date fair value of $14.10 and performance stock units related to 0.6 million shares with a weighted average grant date fair value of $11.55. 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.
7.    EARNINGS (LOSS) PER SHARE
Earnings (loss) per share attributable to Realogy Holdings
Basic earnings (loss) per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed based on the weighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include shares the Company could be obligated to issue from its Exchangeable Senior Notes and warrants (see Note 4. "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements for further discussion) and unvested stock-based awards. The following table sets forth the computation of basic and diluted earnings (loss) per share:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions, except per share data) 2021 2020 2021 2020
Numerator:
Net income (loss) attributable to Realogy Holdings shareholders $ 149  $ (14) $ 182  $ (476)
Denominator:
Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) 116.5  115.4  116.2  115.0 
Dilutive effect of stock-based compensation 2.8  —  3.2  — 
Dilutive effect of Exchangeable Senior Notes and warrants —  —  —  — 
Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) 119.3  115.4  119.4  115.0 
Earnings (loss) per share attributable to Realogy Holdings shareholders:
Basic earnings (loss) per share $ 1.28  $ (0.12) $ 1.57  $ (4.14)
Diluted earnings (loss) per share $ 1.25  $ (0.12) $ 1.52  $ (4.14)
The three and six months ended June 30, 2021 exclude 4.7 million and 4.4 million shares, respectively, of common stock issuable for incentive equity awards, which include performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. The Company was in a net loss position for the three and six months ended June 30, 2020 and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. Shares to be provided to the Company from the exchangeable note hedge transactions purchased concurrently with its issuance of Exchangeable Senior Notes are anti-dilutive and are not included in its diluted shares.
8.    COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries related to alleged contract disputes, business practices, intellectual property and other commercial, employment, regulatory and tax matters. Examples of such matters include but are not limited to allegations:
concerning anti-trust and anti-competition matters (including claims related to NAR or MLS rules regarding buyer broker commissions);
that independent residential real estate sales agents engaged by Realogy Brokerage Group or by affiliated franchisees—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against Realogy Brokerage Group for breach of contract, wage and hour classification claims, wrongful discharge, unemployment and workers' compensation and could seek benefits,

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back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees or make similar claims against Realogy Franchise Group as an alleged joint employer of an affiliated franchisee’s independent sales agents;
concerning other employment law matters, including other types of worker classification claims as well as wage and hour claims and retaliation claims;
that the Company is vicariously liable for the acts of franchisees under theories of actual or apparent agency;
by current or former franchisees that franchise agreements were breached including improper terminations;
concerning alleged RESPA or state real estate law violations;
concerning claims related to the Telephone Consumer Protection Act, including autodialer claims;
concerning claims generally against the company owned brokerage operations for negligence, misrepresentation or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services as well as other brokerage claims associated with listing information and property history;
related to copyright law, including infringement actions alleging improper use of copyrighted photographs on websites or in marketing materials without consent of the copyright holder or claims challenging our trademarks;
concerning breach of obligations to make websites and other services accessible for consumers with disabilities;
concerning claims generally against the title agent contending that the agent knew or should have known that a transaction was fraudulent or that the agent was negligent in addressing title defects or conducting the settlement;
concerning information security, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information;
concerning cyber-crime, including claims related to the diversion of homesale transaction closing funds; and
those related to general fraud claims.
Worker Classification Litigation
Whitlach v. Premier Valley, Inc. d/b/a Century 21 M&M and Century 21 Real Estate LLC (Superior Court of California, Stanislaus County). This was filed as a putative class action complaint on December 20, 2018 by plaintiff James Whitlach against Premier Valley Inc., a Century 21 Real Estate independently-owned franchisee doing business as Century 21 M&M (“Century 21 M&M”). The complaint also names Century 21 Real Estate LLC, a wholly-owned subsidiary of the Company and the franchisor of Century 21 Real Estate (“Century 21”), as an alleged joint employer of the franchisee’s independent sales agents and seeks to certify a class that could potentially include all agents of both Century 21 M&M and Century 21 in California. In February 2019, the plaintiff amended his complaint to assert claims pursuant to the California Private Attorneys General Act (“PAGA”). Following the Court's dismissal of the plaintiff's non-PAGA claims without prejudice in June 2019, the plaintiff filed a second amended complaint asserting one cause of action for alleged civil penalties under PAGA in June 2020 and continued to pursue his PAGA claims as a representative of purported "aggrieved employees" as defined by PAGA. As such representative, the plaintiff seeks all non-individualized relief available to the purported aggrieved employees under PAGA, as well as attorneys’ fees. Under California law, PAGA claims are generally not subject to arbitration and may result in exposure in the form of additional penalties.
In the second amended complaint, the plaintiff continues to allege that Century 21 M&M misclassified all of its independent real estate agents, salespeople, sales professionals, broker associates and other similar positions as independent contractors, failed to pay minimum wages, failed to provide meal and rest breaks, failed to pay timely wages, failed to keep proper records, failed to provide appropriate wage statements, made unlawful deductions from wages, and failed to reimburse plaintiff and the putative class for business related expenses, resulting in violations of the California Labor Code. The demurrer filed by Century 21 M&M (and joined by Century 21) on August 3, 2020 to the plaintiff's amended complaint, was granted by the Court on November 10, 2020, dismissing the case without leave to replead. In January 2021, the plaintiff filed a notice of appeal of the Court’s order granting the demurrer and filed its brief in support of the appeal on June 28, 2021. This case raises various previously unlitigated claims and the PAGA claim adds additional litigation, financial and operating uncertainties.

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Real Estate Industry Litigation
Moehrl, Cole, Darnell, Nager, Ramey, Sawbill Strategic, Inc., Umpa and Ruh v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois). This amended putative class action complaint (the "amended Moehrl complaint"), filed on June 14, 2019, (i) consolidates the Moehrl and Sawbill litigation reported in our Form 10-Q for the period ended March 31, 2019, (ii) adds certain plaintiffs and defendants, and (iii) serves as a response to the separate motions to dismiss filed on May 17, 2019 in the prior Moehrl litigation by each of NAR and the Company (along with the other defendants named in the prior Moehrl complaint).
In the amended Moehrl complaint, the plaintiffs allege that the defendants engaged in a continuing contract, combination, or conspiracy to unreasonably restrain trade and commerce in violation of Section 1 of the Sherman Act because defendant NAR allegedly established mandatory anticompetitive policies for the multiple listing services and its member brokers that require brokers to make an offer of buyer broker compensation when listing a property. The plaintiffs further allege that commission sharing, which provides for the broker representing the seller sharing or paying a portion of its commission to the broker representing the buyer, is anticompetitive and violates the Sherman Act, and that the defendant franchisors conspired with NAR by requiring their respective franchisees to comply with NAR’s policies and Code of Ethics. The plaintiffs seek a permanent injunction enjoining the defendants from requiring home sellers to pay buyer broker commissions or to otherwise restrict competition among buyer brokers, an award of damages and/or restitution, attorneys fees and costs of suit. In October 2019, the Department of Justice ("DOJ") filed a statement of interest for this matter, in their words “to correct the inaccurate portrayal, by defendant The National Association of Realtors (‘NAR’), of a 2008 consent decree between the United States and NAR.” A motion to appoint lead counsel in the case was granted on an interim basis by the Court in May 2020. In October 2020, the Court denied the separate motions to dismiss filed in August 2019 by each of NAR and the Company (together with the other defendants named in the amended Moehrl complaint). Discovery between the plaintiffs and defendants is ongoing.
Sitzer and Winger v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. (U.S. District Court for the Western District of Missouri). This is a putative class action complaint filed on April 29, 2019 and amended on June 21, 2019 against NAR, the Company, Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. The complaint contains substantially similar allegations, and seeks the same relief under the Sherman Act, as the Moehrl litigation. The Sitzer litigation is limited both in allegations and relief sought to the State of Missouri and includes an additional cause of action for alleged violation of the Missouri Merchandising Practices Act, or MMPA. On August 22, 2019, the Court denied defendants' motions to transfer the