SOURCE: Realogy Corporation

Realogy Corporation

May 04, 2011 07:00 ET

Realogy Reports Results for First Quarter 2011

Real Estate Leader Posts Net Revenue of $831 Million

PARSIPPANY, NJ--(Marketwire - May 4, 2011) - Realogy Corporation, a global leader in real estate and relocation services, today reported results for the first quarter ended March 31, 2011. Realogy's net revenue for the first quarter was $831 million, an increase of 1% compared to 2010. This was largely attributable to an increase in transaction volume in the Company's relocation and title and settlement services segments. EBITDA before restructuring and other items for the quarter was $25 million, an increase of $3 million, or 14%, year-over-year. Realogy's reported EBITDA for the quarter was ($11) million. For the quarter, Realogy recorded a net loss attributable to the Company of $237 million.

"We are pleased to report that our first quarter 2011 operating results improved on a year-over-year basis, which is significant given the continuation of macroeconomic headwinds in the period as well as difficult comparisons to last year's first quarter given the impact from the 2010 Homebuyer Tax Credit," said Richard A. Smith, Realogy's chief executive officer. "Our first-quarter gains at Cartus and Title Resource Group were driven by traction we are gaining on our long-term growth initiatives."

Looking at Realogy's core business drivers, both the Realogy Franchise Group (RFG) and NRT outperformed the national market in terms of average sales price. The average homesale price was up 3% at RFG and decreased at NRT in the first quarter of 2011 by 1%, compared to the 3% decrease in average home price reported by the National Association of Realtors (NAR). This was offset by a 4% year-over-year decrease in the number of homesale sides at RFG and a 3% decrease at NRT, the company-owned brokerage unit. These results were consistent with the 2% decrease in actual existing domestic homesale units reported by NAR. Cartus experienced an 8% increase in relocation initiations primarily due to increased volume from the Primacy acquisition. Cartus referral volume also increased 6% during the quarter. Due to expanded refinancing activity, Title Resource Group posted a 41% increase in refinance title and closing units and a 2% increase in the average price per closing unit.

"Looking ahead to the second quarter of 2011, we expect homesale sides to be down and average sales price to increase on a comparative basis to second quarter 2010," said Tony Hull, Realogy's chief financial officer. "Despite the poor year-over-year comparisons in reported existing homesale activity that will likely peak in this quarter, we continue to be encouraged that the residential real estate market is following a course of modest but steady progress. This can be gauged by the sequential monthly improvement in the seasonally adjusted annual rate of homesales of 4% that have been reported by NAR since last July."

Balance Sheet Information and Covenant Compliance as of March 31, 2011:

The Company ended the quarter with $72 million of readily available cash and $30 million outstanding on its revolving credit facility under its senior secured credit agreement. There was $325 million of outstanding borrowings under the revolving credit facility as of May 2, 2011 largely due to the semi-annual interest paid in April. The Company expects approximately half of these borrowings to be repaid by the end of the second quarter.

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

As of March 31, 2011, the Company's senior secured leverage ratio (SSLR) was 3.83 to 1, which is below the 4.75 to 1 maximum ratio required to be in compliance with its senior secured credit agreement. The SSLR is determined by dividing Realogy's senior secured net debt of $2.4 billion at March 31, 2011 by the Company's Adjusted EBITDA of $634 million for the 12 months ended March 31, 2011. (Please see Table 8 for the definition of non-GAAP financial measures, Adjusted EBITDA and EBITDA before restructuring and other items and Tables 6 and 7 for a reconciliation of these non-GAAP measures to their most comparable GAAP financial measure, net loss attributable to Realogy.)

Investor Webcast:

Realogy will hold a Webcast to review its first quarter 2011 results on May 4 at 10:00 a.m. (EDT). The call will be hosted by Richard A. Smith, president and CEO, and Anthony E. Hull, executive vice president, CFO and treasurer. The conference call, together with corresponding slides, will be made available live via Webcast on the Investor Information section of the Realogy website (www.realogy.com). A replay of the Webcast also will be available on the website from May 5 through May 12.

About Realogy Corporation:

Realogy Corporation, a global provider of real estate and relocation services, has a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world- renowned brands and business units include Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, The Corcoran Group®, ERA®, Sotheby's International Realty®, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have approximately 14,600 offices and 260,400 sales associates doing business in 100 countries and territories around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a subsidiary of Apollo Global Management, LLC, a leading global alternative asset manager.

Forward-Looking Statements:

Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates" and "plans" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.

Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: our substantial amount of outstanding debt; our ability to comply with the affirmative and negative covenants contained in our debt agreements; adverse developments or the absence of improvement in the residential real estate markets, including, but not limited to, the lack of sustained improvement in the number of homesales and/or further declines in home prices, low levels of consumer confidence, the impact of the ongoing or future recessions and related high levels of unemployment in the U.S. and abroad, continuing high levels of foreclosures, and reduced availability of mortgage financing or financing availability at rates not sufficiently attractive to homebuyers; the final resolution or outcomes with respect to Cendant's contingent liabilities; adverse developments or the absence of sustained improvement in general business, economic and political conditions, including, but not limited to, changes in short-term or long-term interest rates, or any outbreak or escalation of hostilities on a national, regional or international basis; government regulation as well as legislative, tax or regulatory changes that would adversely impact the residential real estate market, including but not limited to potential reform of the financing of the U.S. housing and mortgage markets; our failure to enter into or renew franchise agreements, maintain our brands or the inability of franchisees to survive the current real estate cycle; our inability to realize benefits from future acquisitions; our inability to sustain improvements in our operating efficiency; and our inability to access the capital and/or securitization markets.

Consideration should be given to the areas of risk described above, as well as those risks set forth under the headings "Forward-Looking Statements" and "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and in our other periodic reports filed from time to time, in connection with considering any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.

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

Table 1

                              REALOGY CORPORATION
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (In millions)

                                                   Three Months Ended
                                                         March 31,
                                                    2011         2010
                                               -------------  ------------
Revenues
  Gross commission income                      $         575  $        588
  Service revenue                                        164           136
  Franchise fees                                          51            55
  Other                                                   41            40
                                               -------------  ------------
Net revenues                                             831           819
                                               -------------  ------------

Expenses
  Commission and other agent-related costs               374           377
  Operating                                              318           300
  Marketing                                               43            46
  General and administrative                              71            78
  Former parent legacy costs (benefit), net               (2)            5
  Restructuring costs                                      2             6
  Depreciation and amortization                           46            50
  Interest expense/(income), net                         179           152
  Loss on the early extinguishment of debt                36             -
  Other (income)/expense, net                              -            (3)
                                               -------------  ------------
Total expenses                                         1,067         1,011
                                               -------------  ------------

Loss before income taxes, equity in earnings
 and noncontrolling interests                           (236)         (192)
Income tax expense                                         1             6
Equity in earnings of unconsolidated entities              -            (1)
                                               -------------  ------------
Net loss                                                (237)         (197)
  Less: income attributable to noncontrolling
   interests                                               -             -
                                               -------------  ------------
Net loss attributable to Realogy               $        (237) $       (197)
                                               =============  ============




Table 2

                               REALOGY CORPORATION
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (In millions)

                                                 March 31,    December 31,
                                                   2011          2010
                                               -------------  ------------
ASSETS
Current assets:
  Cash and cash equivalents                    $          93  $        192
  Trade receivables (net of allowance for
   doubtful accounts of $66 and $67)                     125           114
  Relocation receivables                                 394           386
  Relocation properties held for sale                     18            21
  Deferred income taxes                                   73            76
  Other current assets                                   116           109
                                               -------------  ------------
     Total current assets                                819           898

Property and equipment, net                              179           186
Goodwill                                               2,611         2,611
Trademarks                                               732           732
Franchise agreements, net                              2,892         2,909
Other intangibles, net                                   467           478
Other non-current assets                                 213           215
                                               -------------  ------------
Total assets                                   $       7,913  $      8,029
                                               =============  ============
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                             $         154  $        203
  Securitization obligations                             311           331
  Due to former parent                                    98           104
  Revolving credit facilities and current
   portion of long-term debt                             136           194
  Accrued expenses and other current liabilities         631           525
                                               -------------  ------------
     Total current liabilities                         1,330         1,357

Long-term debt                                         6,837         6,698
Deferred income taxes                                    886           883
Other non-current liabilities                            157           163
                                               -------------  ------------

Total liabilities                                      9,210         9,101
                                               -------------  ------------

Equity (deficit):
  Common stock                                             -             -
  Additional paid-in capital                           2,028         2,026
  Accumulated deficit                                 (3,307)       (3,070)
  Accumulated other comprehensive loss                   (19)          (30)
                                               -------------  ------------
     Total Realogy stockholder's deficit              (1,298)       (1,074)
                                               -------------  ------------
  Noncontrolling interests                                 1             2
                                               -------------  ------------
Total equity (deficit)                                (1,297)       (1,072)
                                               -------------  ------------

Total liabilities and equity (deficit)         $       7,913  $      8,029
                                               =============  ============




Table 3

                          REALOGY CORPORATION
                            2011 KEY DRIVERS

                                          Three Months Ended March 31,
                                       ----------------------------------
                                          2011        2010      % Change
                                       ----------  ----------  ----------
Real Estate Franchise Services (a)
Closed homesale sides                     184,643     193,340          (4%)
Average homesale price                 $  193,710  $  188,478           3%
Average homesale broker commission
 rate                                        2.54%       2.55%      (1 bps)
Net effective royalty rate                   4.87%       5.04%     (17 bps)
Royalty per side                       $      251  $      252           - %

Company Owned Real Estate Brokerage
 Services
Closed homesale sides                      51,200      52,532          (3%)
Average homesale price                 $  414,164  $  417,782          (1%)
Average homesale broker commission
 rate                                        2.50%       2.48%       2 bps
Gross commission income per side       $   11,188  $   11,161            -%

Relocation Services
Initiations (b)                            35,108      32,429           8%
Referrals (c)                              12,812      12,109           6%

Title and Settlement Services
Purchase title and closing units           18,971      19,947          (5%)
Refinance title and closing units          16,826      11,935          41%
Average price per closing unit         $    1,386  $    1,353           2%


(a) Includes all franchisees except for our Company Owned Real Estate
    Brokerage Services segment.
(b) Includes Primacy initiations of 7,712 for the three months ended
    March 31, 2011 and 5,177 for the period January 21, 2010 (date of
    acquisition) through March 31, 2010.
(c) Includes Primacy referrals of 968 for the three months ended
    March 31, 2011 and 716 for the period January 21, 2010 (date of
    acquisition) through March 31, 2010.




Table 4

                          REALOGY CORPORATION
                            2010 KEY DRIVERS

                                   Quarter Ended                Year Ended
                ----------------------------------------------  ----------
                   March       June     September    December    December
                    31,         30,         30,         31,         31,
                   2010        2010        2010        2010        2010
                ----------  ----------  ----------  ----------  ----------

Real Estate
 Franchise
 Services (a)
Closed homesale
 sides             193,340     288,479     229,241     211,281     922,341
Average homesale
 price          $  188,478  $  197,637  $  202,272  $  202,906  $  198,076
Average homesale
 broker commission
 rate                 2.55%       2.54%       2.53%       2.53%       2.54%
Net effective
 royalty rate         5.04%       5.04%       4.95%       4.97%       5.00%
Royalty per
 side           $      252  $      261  $      267   $     267  $      262

Company Owned Real
 Estate Brokerage
 Services
Closed homesale
 sides              52,532      83,583      61,092      58,080     255,287
Average homesale
 price          $  417,782  $  424,442  $  457,782  $  444,000  $  435,500
Average homesale
 broker commission
 rate                 2.48%       2.49%       2.47%       2.48%       2.48%
Gross commission
 income per
 side           $   11,161  $   11,247  $   12,209  $   11,736  $   11,571

Relocation Services
Initiations (b)     32,429      46,189      36,743      32,943     148,304
Referrals (c)       12,109      21,770      19,625      16,101      69,605

Title and Settlement
 Services
Purchase title and
 closing units      19,947      30,133      22,963      21,247      94,290
Refinance title and
 closing units      11,935      10,378      17,546      22,366      62,225
Average price per
 closing unit   $    1,353  $    1,472  $    1,381  $    1,336  $    1,386


(a) Includes all franchisees except for our Company Owned Real Estate
    Brokerage Services segment.
(b) Includes initiations of 5,177, 7,612, 6,516 and 6,782 for the periods
    ended March 31, June 30, September 30, and December 31, 2010,
    respectively, related to the Primacy acquisition on January 21, 2010.
(c) Includes referrals of 716, 1,527, 1,513 and 1,241 for the periods ended
    March 31, June 30, September 30, and December 31, 2010, respectively,
    related to the Primacy acquisition on January 21, 2010.




Table 5a
                               REALOGY CORPORATION
                          SELECTED 2011 FINANCIAL DATA
                                  (In millions)


                                   For the Three
                                    Months ended
                                   March 31, 2011
                                  ----------------
Revenue (a)
Real Estate Franchise Services    $            118
Company Owned Real Estate
  Brokerage Services                           587
Relocation Services                             87
Title and Settlement Services                   83
Corporate and Other                            (44)
                                  ----------------
Total Company                     $            831
                                  ================
EBITDA (b)
Real Estate Franchise Services    $             62
Company Owned Real Estate
  Brokerage Services                           (37)
Relocation Services                             10
Title and Settlement Services                    2
Corporate and Other                            (48)
                                  ----------------
Total Company                     $            (11)
                                  ----------------
Depreciation and amortization                   46
Interest expense, net                          179
Income tax expense                               1
                                  ----------------
Net loss attributable to Realogy  $           (237)
                                  ================

(a) Transactions between segments are eliminated in consolidation. Revenues
    for the Real Estate Franchise Services segment include intercompany
    royalties and marketing fees paid by the Company Owned Real Estate
    Brokerage Services segment of $44 million for the three months ended
    March 31, 2011. Such amounts are eliminated through the Corporate and
    Other line. Revenues for the Relocation Services segment include
    $7 million of intercompany referral and relocation fees paid by the
    Company Owned Real Estate Brokerage Services segment during the three
    months ended March 31, 2011. Such amounts are recorded as
    contra-revenues by the Company Owned Real Estate Brokerage Services
    segment. There are no other material inter-segment transactions.
(b) Includes $2 million of restructuring costs and $36 million related to
    loss on the early extinguishment of debt, partially offset by
    $2 million of former parent legacy benefits for the three months ended
    March 31, 2011 broken down by business units as follows:

                                   For the Three
                                    Months ended
                                   March 31, 2011
                                  ----------------
Real Estate Franchise Services    $              -
Company Owned Real Estate
  Brokerage Services                             2
Relocation Services                              -
Title and Settlement Services                    -
Corporate and Other                             34
                                  ----------------
Total Company                     $             36
                                  ================

EBITDA by segment before restructuring and other items detailed above for
the three months ended March 31, 2011 was: RFG $62 million, NRT
($35) million, Cartus $10 million, TRG $2 million and Corporate
($14) million.




Table 5b
                                        REALOGY CORPORATION
                                   SELECTED 2010 FINANCIAL DATA
                                           (In millions)

                           For the  For the    For the   For the  For the
                            Three    Three      Three     Three     Year
                            Months   Months     Months    Months    Year
                            Ended    Ended      Ended     Ended     Ended
                            March     June    September December  December
                             31,       30,       30,       31,       31,
                            2010      2010      2010      2010      2010
                          --------  --------  --------  --------  --------
Revenue (a)
Real Estate Franchise
 Services                 $    122  $    173  $    138  $    127  $    560
Company Owned Real Estate
  Brokerage Services           601       956       762       697     3,016
Relocation Services             76       106       122       101       405
Title and Settlement
 Services                       65        86        84        90       325
Corporate and Other            (45)      (68)      (54)      (49)     (216)
                          --------  --------  --------  --------  --------
Total Company             $    819  $  1,253  $  1,052  $    966  $  4,090
                          ========  ========  ========  ========  ========
EBITDA (b)
Real Estate Franchise
 Services                 $     65  $    123  $     90  $     74  $    352
Company Owned Real Estate
  Brokerage Services           (34)       84        31        (1)       80
Relocation Services              4        27        51        27       109
Title and Settlement Services   (5)       11         8        11        25
Corporate and Other            (19)      299        (3)       (8)      269
                          --------  --------  --------  --------  --------
Total Company             $     11  $    544  $    177  $    103  $    835
                          --------  --------  --------  --------  --------
Depreciation and
 amortization                   50        49        49        49       197
Interest expense, net          152       155       151       146       604
Income tax expense
 (benefit)                       6       118        10        (1)      133
                          --------  --------  --------  --------  --------
Net income (loss)
 attributable to
 Realogy                  $   (197) $    222  $    (33) $    (91) $    (99)
                          ========  ========  ========  ========  ========

(a) Transactions between segments are eliminated in consolidation. Revenues
    for the Real Estate Franchise Services segment include intercompany
    royalties and marketing fees paid by the Company Owned Real Estate
    Brokerage Services segment of $45 million, $68 million, $54 million
    and $49 million for the three months ended March 31, June 30,
    September 30, and December 31 2010, respectively. Such amounts are
    eliminated through the Corporate and Other line. Revenues for the
    Relocation Services segment include $7 million, $10 million,
    $12 million and $8 million of intercompany referral and relocation fees
    paid by the Company Owned Real Estate Brokerage Services segment during
    the three months ended March 31, June 30, September 30, and
    December 31 2010, respectively. Such amounts are recorded as
    contra-revenues by the Company Owned Real Estate Brokerage Services
    segment. Revenues for the Real Estate Franchise Services segment
    include intercompany royalties and marketing fees paid by the
    Company Owned Real Estate Brokerage Services segment of $216
    million for the year ended December 31, 2010. Revenues for the
    Relocation Services segment include intercompany referral and
    relocation fees paid by the Company Owned Real Estate Brokerage
    Services segment of $37 million for the year ended December 31,
    2010. There are no other material inter-segment transactions.

(b) Includes $6 million and $5 million of restructuring costs and former
    parent legacy items, respectively, for the three months ended
    March 31, 2010, $4 million of restructuring costs offset by a net
    benefit of $314 million of former parent legacy items primarily as a
    result of tax and other liability adjustments for the three months
    ended June 30, 2010, $2 million of restructuring costs offset by a net
    benefit of $6 million of former parent legacy items for the three
    months ended September 30, 2010 and $9 million of restructuring and
    $1 million of merger costs, offset by a net benefit of $8 million of
    former parent legacy items for the three months ended December 31,
    2010. EBITDA for the year ended December 31, 2010 includes
    $21 million of restructuring costs and $1 million of merger costs,
    offset by a net benefit of $323 million of former parent legacy items
    primarily as a result of tax and other liability adjustments broken
    down by business units as follows:

                           For the  For the    For the   For the  For the
                            Three    Three      Three     Three     Year
                            Months   Months     Months    Months    Year
                            Ended    Ended      Ended     Ended     Ended
                            March     June    September December  December
                             31,       30,       30,       31,       31,
                            2010      2010      2010      2010      2010
                          --------  --------  --------  --------  --------
Real Estate Franchise
 Services                 $      -  $      -  $      -  $      -         -
Company Owned Real Estate
  Brokerage Services             3         2         2         5        12
Relocation Services              2         1         -         -         3
Title and Settlement
 Services                        1         -         -         2         3
Corporate and Other              5      (313)       (6)       (5)     (319)
Total Company             $     11  $   (310) $     (4) $      2  $   (301)
                          ========  ========  ========  ========  ========

EBITDA by segment before restructuring and other items detailed above for
the three months ended March 31, 2010  was:  RFG $65 million, NRT
($31) million, Cartus $6 million, TRG ($4) million and Corporate ($14)
million.  EBITDA by segment before restructuring and other items detailed
above for the three months ended June 30, 2010  was:  RFG $123 million, NRT
$86 million, Cartus $28 million, TRG $11 million and Corporate ($14)
million.  EBITDA by segment before restructuring and other items detailed
above for the three months ended September 30, 2010  was:  RFG $90 million,
NRT $33 million, Cartus $51 million, TRG $8 million and Corporate ($9)
million.  EBITDA by segment before restructuring and other items detailed
above for the three months ended December 31, 2010  was:  RFG $74 million,
NRT $4 million, Cartus $27 million, TRG $13 million and Corporate ($13)
million. EBITDA by segment before restructuring and other items detailed
above for the corresponding year ended December 31, 2010 was as follows:
RFG $352 million, NRT $92 million, Cartus $112 million, TRG $28 million,
and Corporate ($50) million.






Table 6
                          REALOGY CORPORATION
                      EBITDA AND ADJUSTED EBITDA
                              (In millions)

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

                                   Less     Equals     Plus     Equals
                                 --------  --------  --------  --------
                                   Three     Nine     Three      Twelve
                         Year      Months    Months   Months     Months
                         Ended     Ended     Ended    Ended      Ended
                       December    March   December   March      March
                          31,       31,       31,       31,       31,
                         2010      2010      2010      2011      2011
                       --------  --------  --------  --------  --------
Net income (loss)
 attributable to
 Realogy               $    (99) $   (197) $     98  $   (237) $   (139)(a)
Income tax expense          133         6       127         1       128
                       --------  --------  --------  --------  --------
Income (loss) before
 income taxes                34      (191)      225      (236)      (11)
Interest expense, net       604       152       452       179       631
Depreciation and
 amortization               197        50       147        46       193
                       --------  --------  --------  --------  --------
EBITDA                      835        11       824       (11)      813 (b)
Covenant calculation
 adjustments:
    Restructuring costs, merger costs and former parent legacy
     cost (benefit) items, net (c)                                 (312)
    Pro forma cost-savings for 2011 restructuring initiatives (d)     4
    Pro forma cost-savings for 2010 restructuring initiatives (e)    13
    Pro forma effect of business optimization initiatives (f)        48
    Non-cash charges (g)                                             (2)
    Non-recurring fair value adjustments for purchase accounting (h)  4
    Pro forma effect of acquisitions and new franchisees (i)         13
    Apollo management fees (j)                                       15
    Incremental securitization interest costs (k)                     2
    Loss on the early extinguishment of debt                         36
                                                               --------
Adjusted EBITDA                                                $    634
                                                               --------
Total senior secured net debt (l)                              $  2,427
Senior secured leverage ratio                                      3.83x

(a) Net loss attributable to Realogy consists of: (i) income of $222
    million for the second quarter of 2010; (ii) a loss of $33 million for
    the third quarter of 2010; (iii) a loss of $91 million for the fourth
    quarter of 2010 and (iv) a loss of $237 million for the first quarter
    of 2011.
(b) EBITDA consists of: (i) $544 million for the second quarter of 2010;
    (ii) $177 million for the third quarter of 2010; (iii) $103 million for
    the fourth quarter of 2010 and (iv) a negative $11 million for the
    first quarter of 2011.
(c) Consists of $18 million of restructuring costs and $1 million of merger
    costs offset by a net benefit of $331 million for former parent legacy
    items.
(d) Represents actual costs incurred that are not expected to recur in
    subsequent periods due to restructuring activities initiated during the
    first three months of 2011. From this restructuring, we expect to
    reduce our operating costs by approximately $4 million on a
    twelve-month run-rate basis and estimate that less than $1 million of
    such savings were realized from the time they were put in place. The
    adjustment shown represents the impact the savings would have had on
    the period from April 1, 2010 through the time they were put in place
    had those actions been effected on April 1, 2010.
(e) Represents actual costs incurred that are not expected to recur in
    subsequent periods due to restructuring activities initiated during the
    year ended December 31, 2010. From this restructuring, we expect to
    reduce our operating costs by approximately $34 million on a
    twelve-month run-rate basis and estimate that $21 million of such
    savings were realized from the time they were put in place. The
    adjustment shown represents the impact the savings would have had on
    the period from April 1, 2010 through the time they were put in place
    had those actions been effected on April 1, 2010.
(f) Represents the twelve-month pro forma effect of business optimization
    initiatives that have been completed to reduce costs, including
    $9 million related to our Relocation Services new business start-ups,
    integration costs and acquisition related non-cash adjustments,
    $5 million related to vendor renegotiations, $26 million for employee
    retention accruals and $8 million of other initiatives. The employee
    retention accruals reflect the employee retention plans that have been
    implemented in lieu of our customary bonus plan, due to the ongoing and
    prolonged downturn in the housing market in order to ensure the
    retention of executive officers and other key personnel, principally
    within our corporate services unit and the corporate offices of our
    four business units.
(g) Represents the elimination of non-cash expenses, including $6 million
    of stock-based compensation expense and $1 million of other non-cash
    items less $9 million for the change in the allowance for doubtful
    accounts and notes reserves from April 1, 2010 through March 31, 2011.
(h) Reflects the adjustment for the negative impact of fair value
    adjustments for purchase accounting at the operating business segments
    primarily related to deferred rent.
(i) Represents the estimated impact of acquisitions and new franchisees as
    if they had been acquired or signed on April 1, 2010. We have made a
    number of assumptions in calculating such estimate and there can be no
    assurance that we would have generated the projected levels of EBITDA
    had we owned the acquired entities or entered into the franchise
    contracts as of April 1, 2010.
(j) Represents the elimination of annual management fees payable to Apollo
    for the twelve months ended March 31, 2011.
(k) Incremental borrowing costs incurred as a result of the securitization
    facilities refinancing for the twelve months ended March 31, 2011.
(l) Represents total borrowings under the senior secured credit facility
    which are secured by a first priority lien on our assets of $2,486
    million plus $13 million of capital lease obligations less $72 million
    of readily available cash as of March 31, 2011.  Pursuant to the terms
    of the senior secured credit facility, senior secured net debt does not
    include our 7.875% Senior Secured Notes due 2019, Second Lien Loans,
    other bank indebtedness not secured by a first lien on our assets,
    securitization obligations or Unsecured Notes.

Table 7

Reconciliation of net loss attributable to Realogy to EBITDA and EBITDA
before restructuring and other items (in millions)

A reconciliation of net loss attributable to Realogy to EBITDA and EBITDA
before restructuring and other items for the first quarter ended
March 31, 2011 and 2010 is set forth in the following table:

                                                    Three Months Ended
                                                         March 31,
                                                    2011          2010
                                                ------------  ------------
Net loss attributable to Realogy                $       (237) $       (197)
Income tax expense                                         1             6
                                                ------------  ------------
Loss before income taxes                                (236)         (191)
Interest expense, net                                    179           152
Depreciation and amortization                             46            50
                                                ------------  ------------

EBITDA                                          $        (11) $         11
                                                ------------  ------------

Legacy costs (benefits), net                             (2)             5
Restructuring costs                                       2              6
Loss on the early extinguishment of debt                 36              -
                                                ------------  ------------
Total restructuring and other items                       36            11
                                                ------------  ------------
EBITDA before restructuring and other items     $         25  $         22
                                                ============  ============

Table 8

Definitions

EBITDA is defined by us as net income (loss) before depreciation and amortization, interest (income) expense, net (other than relocation services interest for securitization assets and securitization obligations) and income taxes. EBITDA before restructuring and other items is defined by us as EBITDA adjusted for merger costs, restructuring costs, former parent legacy cost (benefit) items, net, and loss on the early extinguishment of debt as described in Tables 6 and 7 above. Adjusted EBITDA is presented to demonstrate our compliance with the senior secured leverage ratio covenant in the senior secured credit facility. We present EBITDA, EBITDA before restructuring and other items and Adjusted EBITDA because we believe EBITDA, EBITDA before restructuring and other items and Adjusted EBITDA are useful as supplemental measures in evaluating the performance of our operating businesses and provides greater transparency into our results of operations. Our management, including our chief operating decision maker, uses EBITDA and EBITDA before restructuring and other items as a factor in evaluating the performance of our business. EBITDA, EBITDA before restructuring and other items and Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations data prepared in accordance with GAAP. See Tables 6 & 7 for a presentation of net income (loss) as calculated under GAAP and a reconciliation to our EBITDA, EBITDA before restructuring and other items and Adjusted EBITDA.

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

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

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

Adjusted EBITDA as used herein corresponds to the definition of "EBITDA," calculated on a "pro forma basis," used in the senior secured credit facility to calculate the senior secured leverage ratio.

Like EBITDA and EBITDA before restructuring and other items, Adjusted EBITDA has limitations as an analytical tool, and you should not consider Adjusted EBITDA either in isolation or as a substitute for analyzing our results as reported under GAAP. In addition to the limitations described above with respect to EBITDA and EBITDA before restructuring and other items, Adjusted EBITDA includes pro forma cost savings, the pro forma effect of business optimization initiatives and the pro forma full year effect of acquisitions and new franchisees. These adjustments may not reflect the actual cost savings or pro forma effect recognized in future periods.

EBITDA, EBITDA before restructuring and other items and Adjusted EBITDA are not necessarily comparable to other similarly titled financial measures of other companies due to the potential inconsistencies in the method of calculation.

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