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UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
    20549
      FORM 10-K
  þ ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006ORo TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   
  Commission File
    No. 001-32852
      REALOGY CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-4381990(State or other
    jurisdiction

(I.R.S. Employerof incorporation or

Identification Number)organization)One Campus Drive

07054Parsippany, NJ

(Zip Code)(Address of principal
    executive offices)   (973) 407-2000 (Registrants
    telephone number, including area code)
     Title of each class

Name of each exchange on which registeredCommon Stock, Par Value $0.01
    Preferred Stock Purchase Rights

New York Stock Exchange
    New York Stock Exchange         o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large
    accelerated filer o
    Accelerated
    filer o
    Non-accelerated
    filer
    þ  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  None.




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##### 



Table of
    Contents
  PageSpecial
    Note Regarding Forward-Looking Statements

2Trademarks and
    Service Marks

3Industry Data

3PART IItem 1.


Business

4Item 1A.


Risk
    Factors

25Item 2.


Properties

41Item 3.


Legal
    Proceedings

42Item 4.


Submission of
    Matters to a Vote of Security Holders

51PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities

52Item 6.


Selected Financial
    Data

53Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations

55Item 7A.


Quantitative and
    Qualitative Disclosures about Market Risk

79Item 8.


Financial Statements
    and Supplementary Data

79Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure

79Item 9A.


Controls and
    Procedures

79Item 9B.


Other
    Information

80PART IIIItem 10.


Directors, Executive
    Officers and Corporate Governance

80Item 11.


Executive
    Compensation

86Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters

102Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence

104Item 14.


Principal Accountant
    Fees and Expenses

107PART IVItem 15


Exhibits, Financial
    Statement Schedules

108SIGNATURES

109Exhibit Index

G-1EX-10.3.A: LETTER AGREEMENTEX-10.4.A: AMENDMENT TO EMPLOYMENT AGREEMENTEX-10.14.D: JOINDER AGREEMENTEX-10.39: FOURTH OMNIBUS AMENDMENT AND AGREEMENTEX-10.43.A: AMENDMENT TO EMPLOYMENT AGREEMENTEX-10.46.A: FORM OF AMENDMENT TO FORM OF LETTER AGREEMENTEX-12: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-21: SUBSIDIARIESEX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION




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SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS  Form 10-K
  and/or and/or Form 10-Q Form 8-K.
 2




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TRADEMARKS
    AND SERVICE MARKS  ® ® ® ® ® ®
 INDUSTRY
    DATA   3




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PART I  ITEM 1.
    BUSINESS  Separation
    from Cendant Corporation
      Recent
    Developments
        Our
    Company
    Real Estate Franchise Services:
 4




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and/or
  
    CENTURY
    21®One
    of the worlds largest residential real estate brokerage
    franchisors, with approximately 8,500 franchise offices and
    approximately 146,000 sales associates located in the U.S. and
    45 other countries and territories;
    COLDWELL
    BANKER®One
    of the worlds leading brands for the sale of
    million dollar-plus homes and one of the largest residential
    real estate brokerage franchisors, with approximately 3,800
    franchise and company owned offices and approximately 124,000
    sales associates located in the U.S. and 30 other countries and
    territories;
    ERA®A
    leading residential real estate brokerage franchisor, with
    approximately 3,000 franchise and company owned offices and
    approximately 38,700 sales associates located in the U.S. and 34
    other countries and territories;
    SOTHEBYS INTERNATIONAL
    REALTY®A
    luxury real estate brokerage brand. In February 2004, we
    acquired from Sothebys Holdings, Inc. its company owned
    offices and the exclusive license for the rights to the
    Sothebys Realty and Sothebys International
    Realty®
    trademarks. Since that time, we have grown the brand from
    15 company owned offices to 346 franchise and company owned
    offices and approximately 7,200 sales associates located in the U.S. and
    16 other countries and territories; and
    COLDWELL BANKER
    COMMERCIAL®a
    leading commercial real estate brokerage franchisor. Our
    commercial franchise system has approximately 200 franchise
    offices and approximately 2,100 sales associates worldwide. The
    number of offices and sales associates in our commercial
    franchise system does not include our residential franchise and
    company owned brokerage offices and the sales associates who
    work out of those brokerage offices that also conduct commercial
    real estate brokerage business using the Coldwell Banker
    Commercial®
    trademarks.    Company Owned Real Estate Brokerage Services: ® ® ® ® ® ® ® ®
 5




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Relocation Services:
    Title and Settlement Services: and/or
   6




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(973) 407-2000.
  Industry
    Overview
  Industry
    Definition
    
    The existing home segment represents a significantly larger
    addressable demand than new home sales. Of the 7.54 million homesales in the
    U.S. in 2006, the National Association of Realtors
    (NAR) estimates that approximately 6.5 million
    were existing homesales, representing over 86% of the overall
    sales as measured in units;
    Existing homesales afford us the opportunity to represent either
    the buyer or the seller and in many cases both are represented
    by a broker owned or associated with us; and
    We believe that the existing home segment is more stable than
    the new home segment as evidenced by the fact that since 1989,
new home sales declined six times versus four times for existing homes.  Industry
    Historical Perspective
  1972-2006
  
    Median existing homesale prices have never declined from the
    prior year since 1972 and have increased at a CAGR of 6% over
    the
    1972-2006
    period (not adjusted for inflation), including during four
    economic recessions. Median existing homesale prices increased
    by 1% in 2006 compared to 2005;
    Existing homesale units have increased at a CAGR of 3% over the
    1972-2006
    period, during which period units increased 22 times on an
    annual basis, versus 12 annual decreases;
    Rising home ownership rates have also had a positive impact on
    the real estate brokerage industry. According to the
    U.S. Census Bureau, the national home ownership rate as of
    December 31, 2006 was approximately 69%, up from
    approximately 64% in 1972; 7




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
    Prior to 2006, there have only been two instances over the
    1972-2006
    period when existing homesale transaction volume declined for a
    substantial period of time. The first period was from 1980
    through 1982, when existing homesale transaction volume declined
    by more than 13% per year for three years. During that
    period,
    30-year
    fixed mortgage rates exceeded 13%. The second period was from
    1989 through 1990 when existing homesale transaction volume
    declined by 8.5% in 1989 and 1% in 1990, before resuming
    increases every year through 2005. Mortgage rates on a
    30-year
    fixed mortgage exceeded 10% during that two-year period.
    Existing homesale transactions declined 8% in 2006 from 2005;
    Existing homesale transaction volume (based on median prices)
    has historically experienced significant growth following prior
    national corrections: During the
    1979-1984,
    1988-1993
    and
    1999-2004
    cycles, existing homesale transaction volume increased 54%, 25%
    and 51%, respectively, on a cumulative basis over the last three
    years for each period (with the last three years representing
    the post-correction periods); and
    Up-markets have historically been longer in duration and greater
    in magnitude than down-markets. 8




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##### Table of Contents



year-to-year 1972-2006
  Existing





Existing%


Homesale


%


Transaction


%


30-Year
    FixedYear

Median
    Price1


Change


Units
    (000)1


Change


Volume (000)


Change


Mort.
    Rates21972

$
26,667







2,252






$
60,054,084







7.38
%1973


28,942



8.5
%


2,334



3.6
%


67,550,628



12.5
%


8.04
%1974


32,025



10.7
%


2,272



(2.7
)%


72,760,800



7.7
%


9.19
%1975


35,250



10.1
%


2,476



9.0
%


87,279,000



20.0
%


9.04
%1976


38,075



8.0
%


3,064



23.7
%


116,661,800



33.7
%


8.86
%1977


42,750



12.3
%


3,650



19.1
%


156,037,500



33.8
%


8.84
%1978


48,692



13.9
%


3,986



9.2
%


194,086,312



24.4
%


9.63
%1979


55,533



14.0
%


3,827



(4.0
)%


212,524,791



9.5
%


11.19
%1980


62,050



11.7
%


2,973



(22.3
)%


184,474,650



(13.2
)%


13.77
%1981


66,125



6.6
%


2,419



(18.6
)%


159,956,375



(13.3
)%


16.63
%1982


67,700



2.4
%


1,990



(17.7
)%


134,723,000



(15.8
)%


16.08
%1983


69,825



3.1
%


2,719



36.6
%


189,854,175



40.9
%


13.23
%1984


72,300



3.5
%


2,868



5.5
%


207,356,400



9.2
%


13.87
%1985


75,358



4.2
%


3,214



12.1
%


242,200,612



16.8
%


12.42
%1986


80,258



6.5
%


3,565



10.9
%


286,119,770



18.1
%


10.18
%1987


85,575



6.6
%


3,526



(1.1
)%


301,737,450



5.5
%


10.20
%1988


89,200



4.2
%


3,594



1.9
%


320,584,800



6.2
%


10.34
%1989


89,200



0.0
%


3,290



(8.5
)%


293,468,000



(8.5
)%


10.32
%1990


91,400



2.5
%


3,186



(3.2
)%


291,200,400



(0.8
)%


10.13
%1991


96,200



5.3
%


3,145



(1.3
)%


302,549,000



3.9
%


9.25
%1992


98,600



2.5
%


3,432



9.1
%


338,395,200



11.8
%


8.40
%1993


101,500



2.9
%


3,739



8.9
%


379,508,500



12.1
%


7.30
%1994


105,400



3.8
%


3,886



3.9
%


409,584,400



7.9
%


8.35
%1995


108,500



2.9
%


3,852



(0.9
)%


417,942,000



2.0
%


7.95
%1996


113,600



4.7
%


4,167



8.2
%


473,371,200



13.3
%


7.80
%1997


119,400



5.1
%


4,371



4.9
%


521,897,400



10.3
%


7.60
%1998


125,800



5.4
%


4,966



13.6
%


624,722,800



19.7
%


6.94
%1999


130,700



3.9
%


5,190



4.5
%


678,333,000



8.6
%


7.43
%2000


136,000



4.1
%


5,171



(0.4
)%


703,256,000



3.7
%


8.06
%2001


145,000



6.6
%


5,332



3.1
%


773,140,000



9.9
%


6.97
%2002


156,200



7.7
%


5,631



5.6
%


879,562,200



13.8
%


6.54
%2003


169,500



8.5
%


6,183



9.8
%


1,048,018,500



19.2
%


5.82
%2004


195,400



15.3
%


6,784



9.7
%


1,325,593,600



26.5
%


5.84
%2005


219,600



12.4
%


7,075



4.3
%


1,553,670,000



17.2
%


5.86
%2006


221,900



1.0
%


6,478



(8.4
)%


1,437,468,000



(7.5
)%


6.41
%CAGR (19722006)
    (Average)






6.4
%






3.2
%






9.8
%


9.31
%   (1)
    
    Source: NAR (2006 data is from
    February 2007 outlook report)(2)
    
    Source: Freddie Mac (2006 data is
    from February 2007 report) 9




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2006
    Industry Review
  1980-1982 1989-1990
  
    Homesale price increases of 15% and 12% in 2004 and 2005,
    respectively, were high relative to historical increases, particularly
    driven by activities in the U.S. coastal areas;
    While market fundamentals remained strong during that period, a
    significantly higher number of buyers entered the market in 2004
    and 2005 in anticipation of prices increasing and with the
    expectation of short-term profit realization, driving most of
    that increase. NAR estimates that such investors accounted for 23% of
    home sales in 2005. We believe such speculation
    activities have declined in 2006;
    As a result of the price increase noted above, national housing
    affordability (measured by the Housing Affordability Index
    published by NAR and calculating whether or not a typical family
    could qualify for a mortgage loan on a typical home) declined
    from 139 in the fourth quarter of 2003 to 109 in the fourth
    quarter of 2006 and reached as low as 100 in July 2006;
    Negative media reports on the U.S. housing market
    suggesting the prospects of sharp future price decreases
    nationwide and economic recession arising from the current
    housing correction, which we believe has caused many prospective
    buyers to remain cautious about purchasing a home; and
    Increasing interest rates, higher energy prices, lower consumer
    confidence and general economic conditions are some of the other
    factors which adversely affected the real estate industry in
    2006.  2007/2008
    Industry Outlook
    year-over-year year-over-year .
         10




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Recent
    Industry Indicators
    
    Existing homesale transaction volume (measured monthly on a
    year-over-year
    basis) has been experiencing a correction since August 2005,
    equating to an 18 month long correction to date. In recent
    months, the decline in existing homesale transaction volume has
    lessened. NAR reported a 7% year-over-year decline in both
    January 2007 and December 2006 in contrast to the 13% and 15%
    year-over-year declines in November 2006 and October 2006,
    respectively.
    Existing homes inventory level, after having steadily increased
    from 4.7 months in August 2005 to 7.4 months in
    October 2006, has started to decrease and was 6.6 months in
    January 2007;
    National housing affordability, after having decreased from 108
    in August 2005 to 100 in July 2006, has increased to 116 in
    January 2007; and
    Mortgage applications (measured by the Mortgage Bankers
    Association Purchase Index and calculating the level of mortgage
    application activity related to purchase loans only), after
    having decreased from 489 in August 2005 to 406 in June 2006,
    have been stabilizing since the second quarter of 2006.  Value
    Circle
    
    After becoming a franchisee, we may ask the franchisee, if
    qualified, to join the Cartus Broker Network, our relocation
    business referral network, and to work with our title and
    settlement services business. If qualified, the approved broker
    would be eligible to receive relocation referrals from our
    relocation services business, and our relocation services
    business would receive a fee for the referral. Our franchisees
    may also enter into marketing or service agreements or title
    agency ventures with our title and settlement services business,
    which will allow them to participate in the title and settlement
    services business.
    Our Cartus Broker Network is a network of brokers that accepts
    referrals from our relocation services business. Approximately
    94% of the Cartus Broker Network is affiliated with our brands,
    including both our franchisees and our company owned brokerage
    business. As such, our real estate franchise systems business,
    through royalty payments from franchisees and company owned
    brokerage operations, and our company owned brokerage business,
    through commissions, earn revenues from the referral.
    The majority of our title and settlement services business
    offices are located in or around our owned brokerage offices and
    capture approximately 47% of all title and settlement services
    that originate in those offices.
    When our relocation services business assists a transferee in
    selling his or her home, the transferee frequently uses our
    title and settlement services business; and, where customary,
    our title and settlement service business also provides services
    in connection with the purchase of the transferees new
    home.
    Through our 49.9% ownership of PHH Home Loans, we earn 49.9% of
    any income earned as a result of a referral from our company
    owned brokerages or our relocation services business. PHH
    Mortgage, the mortgage subsidiary of PHH Corporation and the
    50.1% owner of PHH Home Loans, is the only endorsed provider of
    mortgages for customers of our franchisees and we receive a
    marketing fee for promotion in connection with our endorsement.   11




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Our
    Brands
     Description

One of the worlds largest
    residential
    real estate sales organizations

One of the worlds largest
    real estate brokerage franchisors

A leading residential real estate
    brokerage franchisor

Luxury real
    estate brokerage franchisor

A leader in
    commercial
    real estateOffices

8,492

3,824

2,972

346

209Brokers and
    Sales Associates

146,070

123,730

38,740

7,220

2,090U.S. Annual Sides

716,497

960,051

190,073

27,352

N/A# Countries with Master
    Franchise Agreements

45

30

34

15

5Characteristics

  Well-recognized
    name in real estate
  Innovative national and local marketing

  100-year old real
    estate company
  Pioneer in Concierge Services and a market
    leader in million-dollar homes

  30-year old company
  Established the first real estate franchise network outside of North America in 1981

  Well-known name
    in the luxury market
  New luxury franchise model launched by us
    in 2004

  Founded in
    1906
  Services corporations, small business clients
    and investors
  Real
    Estate Franchise Services
       12




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® ® ® and/or
  out-of-pocket
  ® ® ® ® ®
   13




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® ® ® ®
  ® 100-year 50-year 50-year ® ®
  ® ® ® ® ®
  Company
    Owned Real Estate Brokerage Services
  ® ® ® ®
     14




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® ® ® ® ® ® ® ®
  % of


2006NRT 2006


AverageMajor Geographic Regions

Revenue


Homesale PriceMidwest


15.5%



$   283,966Southern California


13.5%



$   985,909Tri-State(a) excluding
    New York City


11.1%



$   568,216Northern California


10.3%



$   865,559Florida


8.9%



$   414,565New York City


7.4%



$1,160,671Mid-Atlantic


6.8%



$   381,225New England


6.7%



$   434,547Sothebys International
    Realty®
    (all locations)


7.7%



$1,377,536All
    other(b)


12.1%



$   301,307Total


100.0%



$   492,669
   (a)
    Includes New York, New Jersey and Connecticut(b)
    Includes Denver, Utah, Arizona, Hawaii, Atlanta and Pittsburgh    tuck-in
   15




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50-year
  Relocation
    Services
      
    home-sale assistance, including the evaluation, inspection,
    purchasing and selling of a transferees home; the issuance
    of home equity advances to transferees permitting them to
    purchase a new home before selling their current home (these
    advances are generally guaranteed by the corporate client);
    certain home management services; assistance in locating a new
    home; and closing on the sale of the old home, generally at the
    instruction of the client;
    expense processing, relocation policy counseling, relocation
    related accounting, including international compensation
    administration, and other consulting services;
    arranging household goods moving services, with over 65,000
    domestic and international shipments in 2006, and providing
    support for all aspects of moving a transferees household
    goods, including the handling of insurance and claim assistance,
    invoice auditing and quality control;
    visa and immigration support, intercultural and language
    training and expatriation/ repatriation counseling and
    destination services; and
    group move management services providing coordination for moves
    involving a large number of transferees to or from a specific
    regional area over a short period of time.     16




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Title and
    Settlement Services
     17




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18




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Competition
  Real Estate Franchise Business.
    Real Estate Brokerage Business.
  Relocation Business.
  Title and Settlement Services.
 19




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Marketing
    and Technology
  National
    Advertising Fund
    Build and
    Maintain Strong Consumer Brands
  ® ® sm ® ®
  Drive
    Customers to Brand Websites
    Proprietary
    Technology
   20




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Company
    Owned Brokerage Operations
  out-of-home
    ® ® ®
  
    signage displaying the appropriate logo;
    features in the appropriate section on the company Internet site;
    targeted mailings to prospective purchasers using specific
    mailing lists; and
    collateral marketing material, magazines and brochures
    highlighting the property.    
    The integration of our information systems with multiple listing
    services to:  o
    provide property information on a
    substantial number of listings, including those of our
    competitors when possible to do so;o
    integrate with our systems to
    provide current data for other proprietary technology within
    NRT, such as contact management technology.  
    The placement of our company listings on multiple websites,
    including:  o
    our NRT operating companies
    local websites;o
    the appropriate brand website(s)
    (coldwellbanker.com, era.com and sothebysrealty.com);o
    Openhouse.com, Realogys
    multi-branded website designed specifically for promoting open
    houses; ando
    Realtor.com, the official website
    of NAR, by enhancing our presence with additional investments in
    the websites featured home product, presenting certain
    properties in a featured spot on the search parameter page.   21




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and/or
      Employees
    Sales
    Associate Recruiting and Training
          Our
    Separation from Cendant
   22




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true-up
   23




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Government
    Regulation
  Franchise Regulation. and/or
  Real Estate Regulation.
    Regulation of Title Insurance and Settlement
    Services.
   24




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ITEM 1A.
    RISK
    FACTORS  You should carefully consider each of the following risk
    factors and all of the other information set forth in this
    report. The risk factors generally have been separated into
    three groups: (i) risks relating to the merger agreement
    with Apollo affiliates, (ii) risks relating to our business
    and (iii) risks relating to our separation from Cendant.
    Based on the information currently known to us, we believe that
    the following information identifies the most significant risk
    factors affecting our company. However, the risks and
    uncertainties are not limited to those set forth in the risk
    factors described below. Additional risks and uncertainties not
    presently known to us or that we currently believe to be
    immaterial may also adversely affect our business. In addition,
    past financial performance may not be a reliable indicator of
    future performance and historical trends should not be used to
    anticipate results or trends in future periods.
  Risks
    Relating to the Merger Agreement with Apollo
    Affiliates
  Failure
    to complete the proposed merger could negatively affect
    us.
    Ø
    the current market price of our common stock may reflect a
    market assumption that the merger will occur, and a failure to
    complete the merger could result in a decline in the market
    price of our common stock;Ø
    the occurrence of any event, change or other circumstances that
    could give rise to a termination of the merger agreement;Ø
    the outcome of any legal proceedings that have been or may be
    instituted against Realogy, members of our Board of Directors
    and others relating to the merger agreement including the terms
    of any settlement of such legal proceedings that may be subject
    to court approval;Ø
    the inability to complete the merger due to the failure to
    obtain stockholder approval or the failure to satisfy other
    conditions to consummation of the merger;Ø
    the failure by Apollo or its affiliates to obtain the necessary
    debt financing arrangements set forth in commitment letter
    received in connection with the merger;Ø
    the failure of the merger to close for any other reason;Ø
    risks that the proposed transaction disrupts current plans and
    operations and the potential difficulties in employee retention
    as a result of the merger;Ø
    the effect of the announcement of the merger on our franchisee
    and other business relationships, operating results and business
    generally; andØ
    the amount of the costs, fees, expenses and charges we have and
    may incur related to the merger. 25




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##### Table of Contents



The
    borrowings incurred in order to finance the merger could result
    in a downgrade of our debt ratings, which could increase our
    borrowing costs and may restrict our access to capital
    markets.
  or
    If the
    merger is consummated, our ability to access the debt and equity
    markets may be materially impacted by the debt which is expected
    to be incurred to finance the merger.
    Risks
    Relating to Our Business
  Adverse
    developments in general business, economic and political
    conditions could have a material adverse effect on our financial
    condition and our results of operations.
    26




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##### Table of Contents



A
    decline in the number of homesales
    and/or
    prices could adversely affect our revenues and
    profitability.
      and/or
  
    periods of economic slowdown or recession;
    rising interest rates and general availability of mortgage
    financing;
    adverse changes in local or regional economic conditions;
    a decrease in the affordability of homes;
    more stringent lending standards for home mortgages;
    local, state and federal government regulation;
    shifts in populations away from the markets that we or our
    franchisees serve; 27




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##### Table of Contents




    tax law changes, including potential limits or elimination of
    the deductibility of certain mortgage interest expense, the
    application of the alternative minimum tax, real property taxes
    and employee relocation expenses;
    decreasing home ownership rates;
    declining demand for real estate;
    a negative perception of the market for residential real estate;
    commission pressure from brokers who discount their commissions;
    acts of God, such as hurricanes, earthquakes and other natural
    disasters; and/or
    an increase in the cost of homeowners insurance.    Competition
    in the residential real estate and relocation business is
    intense and may adversely affect our financial
    performance.
     28




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Several
    of our businesses are highly regulated and any failure to comply
    with such regulations or any changes in such regulations could
    adversely affect our business.
         29




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##### Table of Contents



and/or
          
    the Gramm-Leach-Bliley Act which governs the disclosure and
    safeguarding of consumer financial information;
    various state and federal privacy laws;
    the USA PATRIOT Act;
    restrictions on transactions with persons on the Specially
    Designated Nationals and Blocked Persons list promulgated by the
    Office of Foreign Assets Control of the Department of the
    Treasury;
    federal and state Do Not Call and Do Not
    Fax laws;
    controlled business statutes, which impose
    limitations on affiliations between providers of title and
    settlement services, on the one hand, and real estate brokers,
    mortgage lenders and other real estate providers, on the other
    hand;
    the Fair Housing Act; and
    laws and regulations in jurisdictions outside the United States
    in which we do business. 30




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##### Table of Contents



and/or
  Seasonal
    fluctuations in the residential real estate brokerage and
    relocation businesses could adversely affect our
    business.
    Our
    brokerage operations are concentrated in metropolitan areas
    which could subject us to local and regional economic conditions
    that could differ materially from prevailing conditions in other
    parts of the country.
  ®
    We may
    not have the ability to complete future
    acquisitions.
  ® ® ®
 31




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We may
    not realize anticipated benefits from future
    acquisitions.
    
    the possible defection of a significant number of employees and
    sales associates;
    increased amortization of intangibles;
    the disruption of our respective ongoing businesses;
    possible inconsistencies in standards, controls, procedures and
    policies;
    failure to maintain important business relationships;
    unanticipated costs of terminating or relocating facilities and
    operations;
    unanticipated expenses related to such integration; and
    the potential unknown liabilities associated with acquired
    businesses.    Our
    franchisees and sales associates could take actions that could
    harm our business.
  day-to-day
      Our
    relocation business is subject to risks related to acquiring,
    carrying and reselling real estate.
    Clients
    of our relocation business may terminate their contracts at any
    time.
   32




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We may
    experience significant claims relating to our operations and
    losses resulting from fraud, defalcation or
    misconduct.
      We
    would be subject to severe losses if banks do not honor our
    escrow deposits.
    Title
    insurance regulations limit the ability of our insurance
    underwriters to pay cash dividends to us.
    We may
    be unable to continue to securitize certain of our relocation
    assets which may adversely impact our liquidity.
   33




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##### Table of Contents



agreed-upon
  364-day
    We are
    dependent on our senior management and a loss of any of our
    senior managers may adversely affect our business and results of
    operations.
    The
    cost of compliance or failure to comply with the Sarbanes-Oxley
    Act of 2002 may adversely affect our business.
  Form 10-K
 34




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Our
    international operations are subject to risks not generally
    experienced by our U.S. operations.
    
    exposure to local economic conditions;
    potential adverse changes in the diplomatic relations of foreign
    countries with the U.S.;
    hostility from local populations;
    restrictions on the withdrawal of foreign investment and
    earnings;
    government policies against businesses owned by foreigners;
    investment restrictions or requirements;
    diminished ability to legally enforce our contractual rights in
    foreign countries;
    restrictions on the ability to obtain or retain licenses
    required for operation;
    foreign exchange restrictions;
    fluctuations in foreign currency exchange rates;
    withholding and other taxes on remittances and other payments by
    subsidiaries; and
    changes in foreign taxation structures.  We are
    subject to certain risks related to litigation filed by or
    against us, and adverse results may harm our
    business.
    We are
    reliant upon information technology to operate our business and
    maintain our competitiveness, and any disruption or reduction in
    our information technology capabilities could harm our
    business.
   35




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The
    weakening or unavailability of our intellectual property rights
    could adversely impact our business.
  ®
    Risks
    Relating to Our Separation from Cendant
  We may
    be unable to achieve some or all of the benefits that we expect
    to achieve from our separation from Cendant.
   36




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We
    have a short operating history as a separate public company and
    our historical information is not necessarily representative of
    the results we would have achieved as a separate publicly traded
    company and may not be a reliable indicator of our future
    results.
    
    Prior to our separation, our business was operated by Cendant as
    part of its broader corporate organization, rather than as an
    independent company. Cendant or one of its affiliates performed
    various corporate functions for us, including, but not limited
    to, tax administration, certain governance functions (including
    compliance with the Sarbanes-Oxley Act of 2002 and internal
    audit) and external reporting. Our historical financial results
    for such periods reflect allocations of corporate expenses from
    Cendant for these and similar functions. These allocations are
    less than the comparable expenses we believe we would have
    incurred had we operated as a separate publicly traded company.
    Prior to our separation, our business was integrated with the
    other businesses of Cendant. Historically, we have shared
    economies of scope and scale in costs, employees, vendor
    relationships and customer relationships. While we have entered
    into short-term transition agreements that govern certain
    commercial and other relationships among us, Cendant and the
    other separated companies, those temporary arrangements may not
    capture the benefits our businesses have enjoyed as a result of
    being integrated with the other businesses of Cendant. The loss
    of these benefits could have an adverse effect on our business,
    results of operations and financial condition.
    As a part of Cendant, our working capital requirements and
    capital for our general corporate purposes, including
    acquisitions and capital expenditures, have historically been
    satisfied as part of the corporate-wide cash management policies
    of Cendant. Following the separation, Cendant no longer provides
    us with funds to finance our working capital or other cash
    requirements. Without the opportunity to obtain financing from
    Cendant, we may need to obtain additional financing from banks,
    through public offerings or private placements of debt or equity
    securities, strategic relationships or other arrangements.
    The cost of capital for our business is higher than
    Cendants cost of capital prior to our separation because
    Cendants credit ratings were higher than our credit
    ratings as of December 31, 2006.
    Other significant changes may occur in our cost structure,
    management, financing and business operations as a result of our
    operating as a company separate from Cendant.  We may
    be unable to make, on a timely or cost-effective basis, the
    changes necessary to operate as an independent company, and we
    may experience increased costs as a result of the
    separation.
   37




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We
    will be responsible for certain of Cendants contingent and
    other corporate liabilities.
  and/or
       38




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##### Table of Contents



The
    ownership by our executive officers and some of our directors of
    shares of common stock, options, or other equity awards of Avis
    Budget or Wyndham Worldwide may create, or may create the
    appearance of, conflicts of interest.
    The
    Executive Committee of our Board of Directors does not consist
    of independent directors.
    If the
    distribution, together with certain related transactions, were
    to fail to qualify as a reorganization for U.S. federal income
    tax purposes under Sections 368(a)(1)(D) and 355 of the
    Internal Revenue Code of 1986, as amended (the
    Code), then our stockholders and/or we and Avis
    Budget might be required to pay U.S. federal income
    taxes.
     39




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We
    might not be able to engage in desirable strategic transactions
    and equity issuances.
        The
    Merger might be characterized as part of a plan.
   40




---



##### Table of Contents



ITEM 2.
    PROPERTIES  Corporate Headquarters.
  Real Estate Franchise Services.
  Company Owned Real Estate Brokerage.
 41




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##### Table of Contents



and/or
  Relocation Services.
  Title and Settlement Services Business.
    ITEM 3.
    LEGAL
    PROCEEDINGS  Legal 
    Litigation Related to the Merger.
  Berkovich v. Silverman, Smith (Richard),
    Edelman, Fisher, Mills, Nederlander, Pittman, Smith (Robert),
    Figliulo, Apollo Management, L.P., and Realogy Corporation No. 2618-N Call4u, Ltd., v. Realogy
    Corporation, Silverman, Smith (Richard), Edelman, Fisher, Mills,
    Nederlander, Pittman, Smith (Robert), and Apollo Management,
    L.P. No. 2619-N Neuman v. Realogy Corporation,
    Silverman, Smith (Richard), Edelman, Pittman, Smith (Robert),
    Nederlander, Mills, Fisher, Domus Holdings Corp., Domus
    Acquisition Corp. and Apollo Management, L.P., No. 2621-N In Re: Realogy
    Corporation Shareholder Litigation No. 2621-N; No. 2621-N)
  Adams v. Silverman, Smith (Richard), Edelman,
    Pittman, Smith (Robert), Nederlander, Mills, Fisher, Apollo
    Management, L.P., and Realogy Inc. No. C-180-06 NECA-IBEW Pension Fund
    (The Decatur Plan) and Thomas F. Coyne v. Realogy Corp.,
    Silverman, Smith (Richard), Edelman, Fisher, Mills, Nederlander,
    Pittman, and Smith (Robert) No. MRS-L-3450-06
 42




---



##### Table of Contents



Roffe v. Realogy Corp.,
    Silverman, Smith (Richard), Edelman, Fisher, Mills, Nederlander,
    Pittman, and Smith (Robert) No. MRS-L-3456-06 Norfolk County Retirement
    System v. Realogy Corporation, Silverman, Smith (Richard),
    Edelman, Pittman, Smith (Robert), Nederlander, Mills, and
    Fisher, No. C-181-06 In Re Realogy Corp. Shareholder Litigation No. C-181-06, No. C-181-06 No. C-181-06 and/or
  i.e.
 43




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##### Table of Contents



Legal 
    Real Estate Business
    Frank K. Cooper Real Estate #1, Inc. v. Cendant
    Corp. and Century 21 Real Estate Corporation,
    Rajeev P. Shrestha v. NRT, Inc.; Coldwell Banker Real
    Estate Corp.; Coldwell Banker Residential Brokerage Company;
    Coldwell Banker Residential Real Estate, Inc.
   44




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##### Table of Contents



Berger v. Property ID Corp., et al. 05-5373
    Theresa Boschee v. Burnet Title, Inc. No. 03-16986, and/or
     45




---



##### Table of Contents



mark-up
  Leflore County, Mississippi Cases No. 2003-115-CICI, and/or
    and/or and/or
 46




---



##### Table of Contents



Donna J. Fonnotto, v. Cendant Settlement Services Group,
    Inc., NRT Settlement Services, Inc. and St. Joe
    Title Services, Inc. d/b/a Sunbelt Title Agency
    ( No. 8:05-CV-02155,
    Coldwell Banker Real Estate Corporation v. RSI 3,
    Inc. and RSI 4, Inc. No. 05-4459,
  Proa, Jordan and Schiff v. NRT Mid-Atlantic, Inc. d/b/a
    Coldwell Banker Residential Brokerage et al. No. 1:05-cv-02157 and/or
 47




---



##### Table of Contents



Passen and Friedler et al v. NRT Mid-Atlantic, Inc,
    NRT Mid-Atlantic Title Services, LLC, Cole, Miller
    et al. No. 03-C-04-005534,
    In Re Homestore.com Securities Litigation No. 10-CV-11115
 48




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##### Table of Contents



Legal 
    Cendant Corporate Litigation
  and/or
  Form 10-K,
  In Re Cendant Corporation Litigation No. 98-1664
       49




---



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Regulatory
    Proceedings
           50




---



##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   51




---



##### Table of Contents



PART II
  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Price of Common Stock
    High

Low2006Third Quarter

$
26.16


$
19.90Fourth Quarter

$
31.11


$
22.252007First Quarter (through
    February 20, 2007)

$
30.30


$
29.42
   Dividend
    Policy
    Issuer
    Purchases of Equity Securities
    Number of Shares

Approximate DollarTotal Number



Purchased as Part

Value of Shares thatof Shares

Average Price

of Publicly

May Yet BePurchased

Paid per Share

Announced
    Plan(b)

Purchased Under PlanOctober 1  31,
2006(a)


38,177,000


$
23.12



38,177,000


$
9,823,000November 1  30, 2006














December 1  31, 2006














Total


38,177,000


$
23.12



38,177,000


$
9,823,000
   (a)
    
    Includes 37 million shares
    repurchased on October 6, 2006 at $23.00 per share for
    an aggregate of $851 million under the Companys
    modified Dutch auction tender offer.(b)
    
    Our share repurchase program, which
    does not have an expiration date, was first publicly announced
    on August 23, 2006 in the amount of 48 million shares.
    No shares were purchased outside our share repurchase program
    during the period set forth in the table above. The Company has
    agreed in the merger agreement with Apollo affiliates not to
    repurchase any shares pending the consummation of the
    transaction without Apollos consent.  Stock
    Performance Graph
    52




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##### Table of Contents



August 1,

December 31,2006

2006S&P 500


$100.00



$112.56Realogy Corporation


100.00



116.17Other Real Estate Service
    Companies(a)


100.00



125.34     (a)
    
    Other Real Estate Service
    Companies: CB Richard Ellis, Jones Lang LaSalle, Trammell Crow
    and ZipRealty    ITEM 6.
    SELECTED
    FINANCIAL DATA     53




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##### Table of Contents



As of or For the Year Ended December 31,2006


2005


2004


2003


2002(In millions, except per share data and operating statistics)Statement of Income
    Data:Net Revenue

$
6,492


$
7,139


$
6,549


$
5,532


$
4,117Total Expenses


5,888



6,101



5,548



4,672



3,574Income before income taxes


604



1,038



1,001



860



543Provision for income taxes


237



408



379



285



186Minority interest, net of tax


2



3



4



6



9Net Income

$
365


$
627


$
618


$
569


$
348Earnings per share - basic and
    diluted

$
1.50


$
2.50


$
2.47


$
2.27


$
1.39Balance Sheet Data:Secured Relocation
    Assets(a)

$
1,190


$
856


$
497


$
485


$
101Total Assets


6,668



5,439



5,015



4,769



4,051Secured Relocation Obligations


893



757



400



400



80Long-term debt


1,800















Mandatorily redeemable preferred
    interest


















375Stockholders
    equity(b)


2,483



3,567



3,552



2,973



2,405Operating Statistics:Real Estate Franchise
    ServicesClosed homesale
    sides-franchisees(c),(d)


1,515,542



1,848,000



1,814,165



1,686,434



1,571,535Closed homesale
    sides 
    NRT
    pre-acquisition(c),(e)


















111,363Average homesale
    price(f),(g)

$
231,664


$
224,486


$
197,547


$
175,347


$
169,727Average homesale brokerage
    commission
    rate(f),(h)


2.47
%


2.51
%


2.56
%


2.62
%


2.65
%Net effective royalty
    rate(f),(i)


4.87
%


4.69
%


4.69
%


4.77
%


5.04
%Royalty per
    side(j)

$
286


$
271


$
247


$
228


$
216Company Owned Real Estate
    Brokerage
    Services(k)Closed homesale
    sides(c)


390,222



468,248



488,658



476,627



347,896Average homesale
    price(g)

$
492,669


$
470,538


$
407,757


$
341,050


$
314,704Average homesale brokerage
    commission
    rate(h)


2.48
%


2.49
%


2.53
%


2.58
%


2.63
%Gross commission income per
    side(l)

$
12,691


$
12,100


$
10,635


$
9,036


$
8,535Relocation
    ServicesInitiations(m)


130,764



121,717



115,516



111,184



112,140Referrals(n)


84,893



91,787



89,416



82,942



83,317Title and Settlement Services(o)Purchasing title and closing
    units(p)


161,031



148,316



144,699



143,827



101,252Refinance title and closing
    units(q)


40,996



51,903



55,909



117,674



60,450Average price per closing
    unit(r)

$
1,405


$
1,384


$
1,262


$
1,033


$
1,096    (a)
    
    Represents the portion of
    relocation receivables and advances, relocation properties held
    for sale and other related assets that collateralize our secured
    obligations. Refer to Note 9  Long and Short
    Term Debt in the consolidated and combined financial statements
    for further information.(b)
    
    For the periods January 1,
    2002 through December 31, 2005, this represents
    Cendants net investment (capital contributions and
    earnings from operations less dividends) in Realogy and
    accumulated other comprehensive income. In 2006,
    stockholders equity decreased $1,084 million driven
    by $2,183 million of net distributions payments made to
    Cendant related to the separation from 54




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Cendant and our repurchase of
    $884 million (approximately 38 million shares) of
    Realogy common stock offset by $1,454 million of
    distributions received from Cendants sale of Travelport
    and net income earned during the year ended December 31,
    2006.(c)
    
    A closed homesale side represents
    either the buy side or the sell side of
    a homesale transaction.(d)
    
    These amounts include only those
    relating to third-party franchisees and do not include amounts
    relating to the Company Owned Real Estate Brokerage Services
    segment with the exception of amounts relating to the period
    January 1, 2002 through April 16, 2002 which
    represents the period prior to our acquisition of NRT on
    April 17, 2002.(e)
    
    This amount relates to the Company
    Owned Real Estate Brokerage Services segment for the period
    prior to our acquisition of NRT on April 17, 2002.(f)
    
    Amounts for the Real Estate
    Franchise Services segment include only those amounts related to
    third-party franchisees and do not include amounts related to
    the Company Owned Real Estate Brokerage Services segment with
    the exception of amounts relating to the period January 1,
    2002 through April 16, 2002 which represents the period
    prior to our acquisition of NRT on April 17, 2002.(g)
    
    Represents the average selling
    price of closed homesale transactions.(h)
    
    Represents the average commission
    rate earned on either the buy side or
    sell side of a homesale transaction.(i)
    
    Represents the average percentage
    of our franchisees commission revenues (excluding NRT)
    paid to the Real Estate Franchise Services segment as a royalty.(j)
    
    Represents net domestic royalties
    earned from our franchisees (excluding NRT) divided by the total
    number of our franchisees closed homesale sides.(k)
    
    NRT was acquired on April 17,
    2002. Its results of operations have been included from the
    acquisition date forward. Our real estate brokerage business has
    a significant concentration of offices and transactions in
    geographic regions where home prices are at the higher end of
    the U.S. real estate market, particularly the east and west
    coasts. The real estate franchise business has franchised
    offices that are more widely dispersed across the United States
    than our real estate brokerage operations. Accordingly,
    operating results and homesale statistics may differ between our
    brokerage and franchise businesses based upon geographic
    presence and the corresponding homesale activity in each
    geographic region.(l)
    
    Represents gross commission income
    divided by closed homesale sides.(m)
    
    Represents the total number of
    transferees served by the relocation services business.(n)
    
    Represents the number of referrals
    from which we received revenue from real estate brokers.(o)
    
    This business was acquired on
    April 17, 2002. Its results of operations have been
    included from the acquisition date forward.(p)
    
    Represents the number of title and
    closing units processed as a result of a home purchases.(q)
    
    Represents the number of title and
    closing units processed as a result of homeowners refinancing
    their home loans.(r)
    
    Represents the average fee we earn
    on purchase title and refinancing title units.      ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following discussion and analysis presents a review of
    Realogy Corporation and its subsidiaries (collectively,
    we or the Company). This discussion
    should be read in conjunction with our consolidated and combined
    financial statements and accompanying notes thereto included
    elsewhere herein. Unless otherwise noted, all dollar amounts are
    in millions and those relating to our results of operations are
 55




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presented before taxes. This Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    contains forward-looking statements. See Forward-Looking
    Statements and Item 1A  Risk
    Factors for a discussion of the uncertainties, risks and
    assumptions associated with these statements.
    
    Real Estate Franchise Servicesfranchises the
    Century
    21®,
    Coldwell
    Banker®,
    ERA®,
    Sothebys International
    Realty®
    and Coldwell Banker
    Commercial®
    brand names.
    Company Owned Real Estate Brokerage
    Servicesoperates a full-service real estate brokerage
    business principally under the Coldwell
    Banker®,
    ERA®,
    Corcoran
    Group®
    and Sothebys International
    Realty®
    brand names.
    Relocation Servicesprimarily offers clients
    employee relocation services such as homesale assistance, home
    finding and other destination services, expense processing,
    relocation policy counseling and other consulting services,
    arranging household goods moving services, visa and immigration
    support, intercultural and language training and group move
    management services.
    Title and Settlement Servicesprovides full-service
    title, settlement and vendor management services to real estate
    companies, affinity groups, corporations and financial
    institutions with many of these services provided in connection
    with our real estate brokerage and relocation services
    businesses.     56




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true-up
     57




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10-year 10-year
  Merger
    Agreement with Affiliates of Apollo Management VI,
    L.P.
        Industry
    Trends and Our Strategy
     58




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and/or
    Key
    Drivers of Our Businesses
   59




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##### Table of Contents



Year ended December 31,%2006


2005


ChangeReal Estate Franchise
    ServicesClosed homesale
    sides(a)


1,515,542



1,848,000



(18)%Average homesale price

$
231,664


$
224,486



3%Average homesale broker commission
    rate


2.47%



2.51%



(4 bps)Net effective royalty rate


4.87%



4.69%



18 bpsRoyalty per side

$
286


$
271



6%Company Owned Real Estate
    Brokerage ServicesClosed homesale
    sides(b)


390,222



468,248



(17)%Average homesale price

$
492,669


$
470,538



5%Average homesale broker commission
    rate


2.48%



2.49%



(1 bps)Gross commission income per side

$
12,691


$
12,100



5%Relocation ServicesInitiations


130,764



121,717



7%Referrals


84,893



91,787



(8)%Title and Settlement
    ServicesPurchase Title and Closing
    Units(c)


161,031



148,316



9%Refinance Title and Closing
    Units(c)


40,996



51,903



(21)%Average price per closing unit

$
1,405


$
1,384



2%   (a)
    
    These amounts include only those
    relating to our third party franchise affiliates and do not
    include amounts relating to the Company Owned Real Estate
    Brokerage Services segment. In addition, the amounts presented
    for the year ended December 31, 2005 include 24,049 sides
    related to acquisitions of our previously franchised affiliates
    made by NRT 60




---



##### Table of Contents



subsequent to January 1, 2005.
    Excluding this amount, closed homesale sides would have
    decreased 17% for the year ended December 31, 2006.(b)
    
    The amounts presented for the year
    ended December 31, 2006 include 16,298 sides as a result of
    certain larger acquisitions made by NRT subsequent to
    January 1, 2005. Excluding this amount, closed homesale
    sides would have decreased 20% for the year ended
    December 31, 2006.(c)
    
    The amounts presented for the year
    ended December 31, 2006 include 31,018 purchase units and
    1,255 refinance units, as a result of the acquisition of Texas
    American Title Company, which was acquired on
    January 6, 2006. Excluding these amounts, purchase title
    and closing units and refinance title and closing units would
    have decreased 12% and 23%, respectively, for the year ended
    December 31, 2006.    (thousands)($ millions)

Homesale

Decline of

Increase ofSegment

Sides/Average





($ millions)EBITDA

Price(1)

5%

3%

1%

1%

3%

5%Homesale Sides change impact
    on:Real Estate Franchise
    Services(2)

$
613



1,516
sides


(22
)


(13
)


(4
)


4



13



22Company Owned Real Estate
    Brokerage
    Services(3)


25



390
sides


(73
)


(44
)


(15
)


15



44



73Homesale Average Price change
    impact on:Real Estate Franchise
    Services(2)


613


$
232



(22
)


(13
)


(4
)


4



13



22Company Owned Real Estate
    Brokerage
    Services(3)


25


$
493



(73
)


(44
)


(15
)


15



44



73
   (1)
    
    Average price represents the
    average selling price of closed homesale transactions.(2)
    
    Increase/(decrease) relates to
    impact on non-company owned real estate brokerage operations
    only.(3)
    
    Increase/(decrease) represents
    impact on company owned real estate brokerage operations and
    related intercompany royalties to our real estate franchise
    services operations.  RESULTS
    OF OPERATIONS
     61




---



##### Table of Contents



Year
    Ended December 31, 2006 vs. Year Ended December 31,
    2005
    Year Ended December 31,2006


2005


ChangeNet revenues

$
6,492


$
7,139


$
(647
)Total
    expenses(1)


5,888



6,101



(213
)Income before income taxes and
    minority interest


604



1,038



(434
)Provision for income taxes


237



408



(171
)Minority interest, net of tax


2



3



(1
)Net income

$
365


$
627


$
(262
)
    (1)
    
    Total expenses for the year ended
    December 31, 2006 include $97 million related to the
    following items: $23 million of stock compensation costs,
    $46 million of restructuring costs and $66 million of
    separation costs offset by a benefit of $38 million due to
    the resolution of certain former parent legacy matters. Total
    expenses for the year ended December 31, 2005 include
    $13 million of stock compensation costs and $6 million
    of restructuring costs.          Revenues


EBITDA


Margin2006


2005


% Change


2006


2005


% Change


2006


2005


ChangeReal Estate Franchise Services

$
879


$
988



(11)


$
613


$
740



(17)



70
%


75
%


(5)Company Owned Real Estate
    Brokerage Services


5,022



5,723



(12)



25



250



(90)







4



(4)Relocation Services


509



495



3



103



124



(17)



20



25



(5)Title and Settlement Services


409



316



29



45



53



(15)



11



17



(6)Total Reportable Segments


6,819



7,522



(9)



786



1,167



(33)Corporate and
    Other(a)


(327
)


(383
)


*



(11
)






*Total
    Company(b)

$
6,492


$
7,139



(9)


$
775


$
1,167



(34)



12
%


16
%


(4)Less: Depreciation and amortization














142



136Interest expense/(income), net














29



(7)Income before income taxes and
    Minority interest













$
604


$
1,038    (*)
    
    not meaningful(a)
    
    Includes unallocated corporate
    overhead and the elimination of transactions between segments,
    which consists primarily of (i) intercompany royalties of
    $327 million and $369 million paid by our Company
    Owned Real Estate Brokerage Services segment during 62




---



##### Table of Contents



2006 and 2005, respectively, and
    (ii) intercompany royalties of $14 million paid by our
    Title and Settlement Services segment to our Real Estate
    Franchise Services segment during 2005.(b)
    
    Includes $66 million of
    separation costs and $46 million of restructuring costs
    offset by a benefit of $38 million due to the resolution of
    certain former parent legacy matters in 2006 compared to
    $6 million in restructuring costs in 2005. These costs
    negatively affected the year over year % Change in EBITDA by
    6 percentage points.      Real
    Estate Franchise Services
    and/or
 63




---



##### Table of Contents



®
  Company
    Owned Real Estate Brokerage Services
       64




---



##### Table of Contents



period-over-period
  Relocation
    Services
    and/or and/or
   65




---



##### Table of Contents



Title and
    Settlement Services
          Separation
    Costs
  Note 13-Stock
  2006
    Restructuring Program
   66




---



##### Table of Contents



Personnel


Facility


AssetRelated


Related


Impairments


TotalRestructuring expense

$
14


$
25


$
7


$
46Cash payments and other reductions


(8
)


(8
)


(7
)


(23
)Balance at December 31, 2006

$
6


$
17


$



$
23Rollforward of restructuring
    liabilities:   Cash


LiabilityPayments/


as ofOpening


Expense


Other


December 31,Balance


Recognized


Reductions


2006Real Estate Franchise Services

$



$
2


$
(1
)

$
1Company Owned Real Estate
    Brokerage Services






39



(19
)


20Relocation Services






4



(2
)


2Title and Settlement Services






1



(1
)


$



$
46


$
(23
)

$
23   Year
    Ended December 31, 2005 vs. Year Ended December 31,
    2004
    Year Ended December 31,2005


2004


ChangeNet revenues

$
7,139


$
6,549


$
590Total expenses


6,101



5,548



553Income before income taxes and
    minority interest


1,038



1,001



37Provision for income taxes


408



379



29Minority interest, net of tax


3



4



(1
)Net income

$
627


$
618


$
9    67




---



##### Table of Contents



Revenues

EBITDA

Margin2005

2004

% Change

2005

2004

% Change

2005

2004

ChangeReal Estate Franchise Services

$
988


$
904



9


$
740


$
666



11



75
%


74
%


1Company Owned Real Estate
    Brokerage Services


5,723



5,242



9



250



263



(5
)


4



5



(1
)Relocation Services


495



455



9



124



126



(2
)


25



28



(3
)Title and Settlement Services


316



303



4



53



62



(15
)


17



20



(3
)Total Reportable Segments


7,522



6,904



9



1,167



1,117



4Corporate and
    Other(a)


(383
)


(355
)


*







(2
)


*Total
    Company(b)

$
7,139


$
6,549



9



1,167



1,115



5



16
%


17
%


(1
)Less: Depreciation and amortization














136



120Interest income, net














(7
)


(6
)Income before income taxes and
    Minority interest













$
1,038


$
1,001    (*)
    
    Not meaningful.(a)
    
    Includes the elimination of
    transactions between segments, which consists primarily of
    (i) intercompany royalties of $369 million and
    $341 million paid by our Company Owned Real Estate
    Brokerage Services segment to our Real Estate Franchisee
    Services segment during 2005 and 2004, respectively, and
    (ii) intercompany royalties of $14 million paid by our
    Title and Settlement Services segment to our Real Estate
    Franchise Services segment during both 2005 and 2004.(b)
    
    Includes $6 million of
    restructuring costs for 2005 compared to none in 2004.    Real
    Estate Franchise Services
    year-over-year.
   68




---



##### Table of Contents



Company
    Owned Real Estate Brokerage Services
          Relocation
    Services
       69




---



##### Table of Contents



Title and
    Settlement Services
        2005
    Restructuring Program
      Personnel

Facility

AssetRelated

Related

Impairments

TotalRestructuring expense

$
2


$
3


$
1


$
6Cash payments and other reductions


(1
)


(3
)


(1
)


(5
)Balance at December 31, 2005

$
1


$



$



$
1Rollforward of restructuring
    liabilities:   Cash

LiabilityPayments/

as ofOpening

Expense

Other

December 31,Balance

Recognized

Reductions

2005Real Estate Franchise Services

$



$



$



$
Company Owned Real Estate
    Brokerage Services






5



(4
)


1Relocation Services














Title and Settlement Services






1



(1
)


$



$
6


$
(5
)

$
1     FINANCIAL
    CONDITION, LIQUIDITY AND CAPITAL RESOURCES
  FINANCIAL
    CONDITION
  December 31,

December 31,2006

2005

ChangeTotal assets

$
6,668


$
5,439


$
1,229Total liabilities


4,185



1,872



2,313Stockholders equity


2,483



3,567



(1,084
)  70




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
           71




---



##### Table of Contents



or
          Cash
    Flows
    Year Ended December 31,2006


2005


ChangeCash provided by (used in):Operating activities

$
245


$
617


$
(372
)Investing activities


(310
)


(423
)


113Financing activities


427



(216
)


643Effects of changes in exchange
    rates


1







1Net change in cash and cash
    equivalents

$
363


$
(22
)

$
385    72




---



##### Table of Contents



Financial
    Obligations
     73




---



##### Table of Contents



Expiration


Total


Outstanding


AvailableDate






Capacity


Borrowings


CapacityApple Ridge Funding LLC
    (1)


November 2007


$
700



$       656


$
44Kenosia Funding LLC
    (1),(4)


May 2007



125



125



U.K. Relocation Receivables
    Funding
    Limited
    (1)


September 2008



196



112



84Revolving credit facility
    (2)


May 2011



1,050







951Term loan


May 2011



600



600



Senior notes
    (3)


Various



1,200



1,200



$
3,871



$   2,693


$
1,079
    (1)
    
    Capacity is subject to maintaining
    sufficient assets to collateralize these secured obligations.(2)
    
    The available capacity under the
    revolving credit facility is reduced by $99 million of
    outstanding letters of credit on December 31, 2006.
    Outstanding letters of credit decreased to approximately
    $15 million as of January 26, 2007 due to the removal
    of an $84 million letter of credit as a result of the
    settlement of a former parent legacy legal matter.(3)
    
    The senior notes mature in 2009,
    2011 and 2016.(4)
    
    On February 28, 2007, the
    Company entered into an agreement to amend its Kenosia Funding
    LLC securitization arrangement to increase the borrowing
    capacity from $125 million to $175 million.         74




---



##### Table of Contents



LIQUIDITY
    RISK
    or
       75




---



##### Table of Contents



SEASONALITY
    CONTRACTUAL
    OBLIGATIONS
    2007


2008


2009


2010


2011


Thereafter


TotalSecured
    obligations(a)

$
893


$



$



$



$



$



$
893Unsecured
    obligations(b)










250







1,050



500



1,800Capital leases


11



8



4



1











24Operating leases


165



134



106



78



54



83



620Purchase

commitments(c)(d)


38



13



10



10



9



1



81Total

$
1,107


$
155


$
370


$
89


$
1,113


$
584


$
3,418    (a)
    
    Excludes future cash payments
    related to interest expense as the underlying debt instruments
    are variable rate and the interest payments will ultimately be
    determined by the rates in effect during each period. The debt
    which our securitization entities issue is subject to renewal,
    which is expected to occur for the foreseeable future.(b)
    
    The Company has $850 million
    of variable rate debt instruments for which interest payments
    will ultimately be determined by the rate in effect during each
    period. The Company also has $950 million of fixed rate
    debt instruments for which interest payments are approximately
    $60 million a year based upon the interest rate in effect at
December 31, 2006.(c)
    
    Purchase commitments do not include
    contractual contributions made to our national advertising
    funds. In 2006, Real Estate Franchise Services made matching
    contributions of $14 million to the Century
    21®
    national advertising fund and Company Owned Real Estate
    Brokerage Services contributed $13 million to other
    national advertising funds.(d)
    
    Purchase commitments do not include
a minimum licensing fee that the Company is required to pay to
Sothebys beginning in 2009 through 2054. The Company expects
the annual minimum licensing fee to approximate $2 million a
year.  CRITICAL
    ACCOUNTING POLICIES
    Business
    Combinations
   76




---



##### Table of Contents



Income
    Taxes
    RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
     77




---



##### Table of Contents



No. EITF 00-19-2
  instrument-by-instrument
   78




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK        ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  (a)
    We maintain disclosure controls and procedures that are designed
    to ensure that information required to be disclosed in our
    filings under the Securities Exchange Act of 1934, as amended,
    is recorded, processed, summarized and reported within the
    periods specified in the rules and forms of the Securities and
    Exchange Commission. Such information is accumulated and
    communicated to our management, including our Chief Executive
    Officer and Chief Financial Officer, as appropriate, to allow
    timely decisions regarding required disclosure. Our management,
    including the Chief Executive Officer and the Chief Financial
    Officer, recognizes that any set of controls and procedures, no
    matter how well designed and operated, can provide only
    reasonable assurance of achieving the desired control objectives.  (b)
    As of the end of the period covered by this Annual Report on
    Form 10-K,
    we have carried out an evaluation, under the supervision and
    with the participation of our management, including our Chief
    Executive Officer and Chief Financial Officer, of the
    effectiveness of the design and operation of our disclosure
    controls and procedures. Based upon that evaluation, the Chief
    Executive Officer and Chief Financial Officer concluded that our
    disclosure controls and procedures are effective at the
    reasonable assurance level.  (c)
    There has not been any change in our internal control over
    financial reporting during the period covered by this Annual
    Report on
    Form 10-K
    that has materially affected, or is reasonable likely to
    materially affect, our internal control over financial reporting. 79




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION      PART
    III
  ITEM 10.
    DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors
    of the Registrant:
    Name

Age


Position(s)Henry R. Silverman


66


Chairman of the Board, Chief
    Executive Officer and DirectorRichard A. Smith


53


Vice Chairman of the Board,
    President and DirectorMartin L. Edelman


65


DirectorKenneth Fisher


48


Director *Cheryl D. Mills


41


Director *Robert E. Nederlander


73


Director *Robert W. Pittman


53


Director *Robert F. Smith


74


Director *       Martin L. Edelman
 80




---



##### Table of Contents



Kenneth Fisher not-for-profit 26-year
  Cheryl D. Mills
  Robert E. Nederlander
  Robert W. Pittman
  Robert F. Smith
 81




---



##### Table of Contents



Committees
    Executive
    Committee
    Audit
    Committee
       82




---



##### Table of Contents



Compensation
    Committee
    Corporate
    Governance Committee
     83




---



##### Table of Contents



Executive
    Officers of the Registrant:
    Name

Age

Position(s)Henry R. Silverman


66


Chairman of the Board, Chief
    Executive Officer and DirectorRichard A. Smith


53


Vice Chairman of the Board,
    President and DirectorAnthony E. Hull


48


Executive Vice President, Chief
    Financial Officer and TreasurerC. Patteson Cardwell, IV


43


Executive Vice President and
    General CounselDavid J. Weaving


40


Executive Vice President and Chief
    Administrative OfficerAlexander E. Perriello, III


59


President and Chief Executive
    Officer, Realogy Franchise GroupKevin J. Kelleher


52


President and Chief Executive
    Officer, Cartus CorporationBruce Zipf


50


President and Chief Executive
    Officer, NRT IncorporatedDonald J. Casey


45


President and Chief Executive
    Officer, Title Resource GroupChristopher R. Cade


39


Senior Vice President, Chief
    Accounting Officer and Controller   Henry R. Silverman
  Richard A. Smith
  Anthony E. Hull
  C. Patteson Cardwell, IV ® ®
  David J. Weaving
 84




---



##### Table of Contents



Alexander E. Perriello, III
  Kevin J. Kelleher
  Bruce Zipf
  Donald J. Casey
  Christopher R. Cade
  Section 16(a)
    Beneficial Ownership Reporting Compliance
     85




---



##### Table of Contents



Communicating
    with the Board of Directors
    Code
    of Ethics, Corporate Governance Guidelines and Committee
    Charters
  Codes of Conduct. www.realogy.com
  Committee Charters and Corporate Governance Guidelines.
  973-407-7210
 ITEM 11.
    EXECUTIVE COMPENSATION  Compensation
    Discussion and Analysis
  Introduction. ,
  Preliminary Efforts Towards Building Compensation Philosophy
    and Policy.
  
    the Companys single industry business that is cyclical in
    nature, which differs from Cendants diversified and hedged
    portfolio of businesses;
    the Companys unique business model and market leadership
    position;
    the culture of highly-motivated, entrepreneurial senior
    management, and business unit leadership comprised of
    highly-experienced real estate professionals; and 86




---



##### Table of Contents




    the fact that as a new public Company, there will be new
    challenges towards attracting and retaining key employees and
    altering the employee culture to be less focused on short-term
    compensation and more focused on long-term career building.  Continuation of Predecessor Compensation Arrangements.
      Role of Senior Management in Compensation Decisions.
    Performance Goals on Equity Incentive Awards.
 87




---



##### Table of Contents



Sale of our Company.
  Chief Executive Officer Post-Retirement
    Benefits.
  Actions of the Compensation Committee.
  
    Following the approval by the Cendant compensation committee of
    equity incentive awards for our key employees, our Compensation
    Committee required that all equity incentive awards granted to
    employees of our NRT business be contingent on the employee
    executing a non-solicitation covenant.
    Our Compensation Committee adopted restrictions to various
    perquisite programs provided by the Company, including
    limitations on the use of corporate-owned aircraft. These
    restrictions and limitations are described under
    Perquisite Programs below.
    In light of Cendants financial performance during the
    first half of calendar year 2006 and because our 2006 earnings
    were below our initial forecasts, our Compensation Committee,
    with the support of senior management, determined not to pay
    annual profit-sharing bonuses to any of our NEOs, other than
    Mr. Zipf, or to any of our corporate-division employees.
    Mr. Kelleher is our only other executive officer who will
    be paid an annual profit-sharing bonus. Partial bonuses were
    paid to employees of certain of our business units that
    partially attained financial performance goals.
    Messrs. Smith and 88




---



##### Table of Contents



Hull received special bonuses outside of our annual
    profit-sharing bonus program that are described in the Summary
    Compensation Table, below.  Compensation Components.
  Perquisite Programs.
  Timing of Grants.
  Retirement Benefits.
  Change in Control Agreements.
  Tax Considerations.
 89




---



##### Table of Contents



Equity Award Considerations.
  Forfeiture of Awards in the event of Financial
    Restatement.
  Compensation
    Committee Report
  Form 10-K
      90




---



##### Table of Contents



Summary
    Compensation Table
    Change in PensionValue andStock Option


Nonqualified


Alland Stock


Deferred


OtherStock


Appreciation


Compensation


Compen-Name and




Salary


Bonus


Awards


Right Awards


Earnings


sation


TotalPrincipal Position (1)

Year


($) (2)


($) (3)


($) (4)


($) (5)


($) (6)


($) (7)


($)Henry R. Silverman


2006



1



















59,839



59,840Chairman of the Boardand Chief Executive OfficerAnthony E. Hull


2006



439,846



500,000



1,505,798



108,888







66,431



2,620,963Executive VicePresident, ChiefFinancial Officer andTreasurerRichard A. Smith


2006



842,837



97,000



3,958,665



2,919,796







83,153



7,901,451Vice Chairman andPresidentAlexander E.
    Perriello, III


2006



476,019







1,433,206



188,008







67,979



2,165,212President and ChiefExecutive Officer,Realogy Franchise GroupBruce Zipf


2006



478,461



93,322



1,258,958



136,864







44,121



2,011,726President and ChiefExecutive Officer,NRT
     (1)
    
    From January 1, 2006 through
    July 31, 2006, the date of our separation from Cendant,
    Mr. Silverman provided substantially all of his business
    time providing services to Cendant and, on August 1, 2006,
    commenced providing substantially all of his business time
    providing services to us. Each of the other NEOs provided
    substantially all of his business time providing services to us
    for the entire year. Unless otherwise noted, compensation we
    provided to Mr. Silverman set forth in each of the tables
    below relates to compensation, benefits and perquisites earned
    or received as Realogys chief executive officer from
    August 1, 2006 through December 31, 2006 and the
    compensation, benefits and perquisites we provided to each of
    our other NEOs relates to compensation provided by us or Cendant
    during 2006. Compensation, benefits and perquisites provided by
    Cendant in 2006 to Mr. Silverman as its chief executive
    officer through July 31, 2006 will be available in the
    public filings of Avis Budget Group, Inc.(2)
    
    The following are the annual rates
    of base salary paid to each NEO as of December 31, 2006.
    Mr. Silverman, $1; Mr. Smith, $1,000,000;
    Mr. Hull, $475,000; Mr. Perriello, $500,000; and
    Mr. Zipf, $500,000.(3)
    
    Each NEO, other than
    Mr. Silverman, was eligible to receive an annual
    profit-sharing bonus in respect of 2006. A portion of this bonus
    was determined based upon Cendant performance over the period
    commencing January 1, 2006 and ending on June 30,
    2006, and the remaining portion was determined based upon
    Company performance over the period commencing July 1, 2006
    and ending December 31, 2006. Although the bonus payments
    were based upon Cendant or Company financial performance
    targets, actual payment determinations are discretionary. The
    Compensation Committee determined not to pay any of our NEOs,
    other than Mr. Zipf a profit-sharing bonus in respect of
    2006 in light of both Cendants and the Companys
    failure to attain financial performance targets. For
    Mr. Smith, amount reflects a special bonus paid during
    January 2007 that he was required to use to purchase the annual
    premium on an existing life insurance policy. This benefit is
    provided to Mr. Smith as the replacement of a benefit
    previously provided to him by Cendant. The payment to
    Mr. Hull reflects a special discretionary success bonus
    paid in August 2006 principally relating to Mr. Hulls
    efforts in connection with the Cendant separation transactions.(4)
    
    Each NEO, other than
    Mr. Silverman, received a grant of restricted stock units
    relating to our common stock upon our separation from Cendant.
    Mr. Silverman has not received any equity incentive grants
    from us and has not received any equity incentive grants from
    Cendant since 2001. The amounts set forth in the table above
    reflect both our expenses accrued during 2006 in connection with
    our 2006 initial equity grant of Realogy restricted stock units
    and our expense accrued in connection with the equitable
    adjustment of Cendant awards outstanding at July 31, 2006
    into restricted stock units of Realogy, Wyndham Worldwide
    Corporation and Avis Budget Group, Inc. (and the accelerated
    vesting of all of those units on August 15, 2006). The
    assumptions we used in determining the value of these amounts
    under FAS 123(R) are described in Note 13 
    Stock Based Compensation to our consolidated and combined
    financial statements included elsewhere in this Annual Report.
    The following table sets forth additional information about
    these amounts:  91




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##### Table of Contents



SFAS 123RSU





Accelerated


EquitableExpense


SFAS 123


Vesting


Conversionfor


RSU Expense


RSU Expense


RSU ExpenseRealogy


For Cendant


for Cendant


for CendantName

Awards ($)


Awards ($)


Awards ($)


Awards ($)


Total ($)Henry R. Silverman


















Anthony E. Hull


409,722



323,485



758,490



14,101



1,505,798Richard A. Smith


250,000



795,828



2,856,656



56,181



3,958,665Alexander E. Perriello, III


472,222



278,678



669,181



13,125



1,433,206Bruce Zipf


472,222



250,808



525,593



10,335



1,258,958
   (5)
    
    Each NEO, other than
    Mr. Silverman, received a grant of stock-settled stock
    appreciation rights relating to our common stock upon our
    separation from Cendant. The amounts set forth in the table
    above reflect both our expense accrued during 2006 in connection
    with the 2006 initial equity grant of stock-settled stock
    appreciation rights and our expense in connection with the
    equitable adjustment of the Cendant stock options outstanding at
    July 31, 2006 into stock options of Realogy, Wyndham
    Worldwide Corporation and Avis Budget Group, Inc. and, in the
    case of Mr. Hull, our expense accrued upon the accelerated
    vesting of stock options of Realogy, Wyndham Worldwide
    Corporation and Avis Budget Group, Inc. on August 15, 2006
    (the options held by all other NEOs in 2006 having been fully
    vested prior to 2006). The assumptions we used in determining
    the value of these amounts under FAS 123(R) are described
    in Note 13  Stock Based Compensation to our
    consolidated and combined financial statements included
    elsewhere in this Annual Report. The following table sets forth
    additional information about these amounts:  SFAS 123


SFAS 123


Accelerated


EquitableSAR


Option and


Vesting


ConversionExpense for


SAR Expense


Option and


Option andRealogy


For Cendant


SAR Expense


SAR ExpenseName

Awards ($)


Awards ($)


for Cendant ($)


for Cendant ($)


Total ($)Henry R. Silverman


















Anthony E. Hull


62,500



10,937



28,696



6,755



108,888Richard A. Smith


750,000











2,169,796



2,919,796Alexander E. Perriello, III


83,333











104,675



188,008Bruce Zipf


83,333











53,531



136,864
   Neither the Summary Compensation
    Table nor the above table includes the expense accrued by
    Cendant during 2006 with respect to the equitable adjustment of
    the Cendant stock options held by Mr. Silverman at
    July 31, 2006, which were equitably adjusted into stock
    options of Realogy, Wyndham Worldwide Corporation and Avis
    Budget. Inc.(6)
    
    None of our NEOs is a participant
    in any defined benefit pension arrangement, nor has received
    above-market earnings on deferred compensation investments.(7)
    
    Set forth in the table below is
    information regarding other compensation paid or provided in
    2006 to our NEOs.  All Other
    Compensation
  Perquisites





Companyand Other





Contributions toPersonal


Tax


DefinedBenefits


Reimbursement


Contribution Plans


TotalName

($) (a)


($) (b)


($) (c)


($)Henry R. Silverman


29,282



95



30,462



59,839Anthony E. Hull


25,620



14,420



26,391



66,431Richard A. Smith


47,777



10,091



25,285



83,153Alexander E. Perriello, III


21,460



17,958



28,561



67,979Bruce Zipf


23,626



1,696



18,799



44,121
   _
    _
   (a)
    
    Set forth in the table below is
    information regarding perquisites and other personal benefits
    paid or provided to our NEOs.(b)
    
    Amount reflects tax-assistance cash
    payments to cover tax amounts imputed on automobile, financial
    planning and/or other perquisites.(c)
    
    Reflects company matching
    contributions to either our qualified 401(k) plan or our
    non-qualified deferred compensation plan. For Mr. Zipf, amount
    includes company matching contribution under our non-qualified
    deferred compensation plan relating to 2006 annual
    profit-sharing bonus expected to be paid during the first
    quarter of 2007. 92




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##### Table of Contents



Perquisites
    and Other Personal Benefits
  Financial


Executive


Personal UseCompany





Planning


Medical


of Corporate


ClubAutomobile


Driver


Services


Benefits


Aircraft


Membership


TotalName

($)


($)


($)


($)


($)


($)


($)Henry R. Silverman


13,936



5,143







2,000



8,203







29,282Anthony E. Hull


15,620







9,250



750











25,620Richard A. Smith(i)


17,660











2,800



26,317



1,000



47,777Alexander E. Perriello, III


18,960











750







1,750



21,460Bruce Zipf


12,750







8,376



750







1,750



23,626     (i)
    
    In addition to the amounts set
    forth in this table, Mr. Smith received a special bonus in
    the amount of $97,000 in January 2007, the proceeds of which he
    was required to use to pay premiums on a personal life insurance
    policy. See Summary Compensation Table, above.  Grants of
    Plan-Based Awards Table
    All OtherOption





GrantAll other


Awards:





Date FairStock Awards:


Number of


Exercise or


Value ofNumber of


Securities


Base Price


Stock andEstimated Future Payouts Under Equity Incentive Plan Awards
    (1)


Shares of


Underlying


of Option


OptionGrant


Threshold


Target


Maximum


Stock or Units


options


Awards


AwardsName

Date


(#)


(#)


(#)


(#) (2)


(#) (3)


($/SH)


($)Anthony E. Hull


August 1, 2006



3,831



38,314



38,314



43,103



41,576



26.10



2,500,000Richard A. Smith


August 1, 2006



161,464



322,928



322,928



76,628











5,000,000Alexander E. Perriello, III


August 1, 2006



3,381



38,314



38,314



57,471



55,433



26.10



3,000,000Bruce Zipf


August 1, 2006



3,381



38,314



38,314



57,471



55,433



26.10



3,000,000     (1)
    
    For Mr. Smith, the award is
    comprised of 322,928 stock-settled stock appreciation rights
    that may vest (or not vest) subject to our attainment of
    pre-established performance goals following the end of a
    three-year performance period and with a per right exercise
    price of $26.10. If goals are fully attained, all of the rights
    will vest and if the lesser threshold target is attained,
    one-half of the rights will vest (in each case, upon exercise of
    a vested right, Mr. Smith is entitled to the value of a
    share of our common stock in excess of $26.10). For each other
    NEO, the award is comprised of restricted stock units that vest
    (or not vest) subject to our attainment of pre-established
    performance goals following the end of a three year performance
    period. If goals are fully attained, all of the units will vest
    and if the lesser threshold target is attained, one-tenth of the
    units will vest. Notwithstanding the foregoing, upon the
    closing of our pending merger with affiliates of Apollo, the
    foregoing awards will fully and immediately vest, unless any of
    our NEOs and Apollo otherwise agree to a different treatment of
    the awards.(2)
    
    Awards reflect restricted stock
    units granted on August 1, 2006 that vest in four equal
    installments on each of the first four anniversaries of
    April 22, 2006, subject to the NEO remaining continuously
    employed with us through each respective vesting date. Awards
    become fully vested upon the closing of our pending merger with
    affiliates of Apollo.(3)
    
    All awards shown in this table are
    stock-settled stock appreciation rights granted on
    August 1, 2006, with a seven-year term and with a per unit
    exercise price equal to $26.10. These awards vest in four equal
    installments over a four year period, subject to the NEO
    remaining continuously employed with us through each respective
    vesting date. Awards become fully vested upon the closing of our
    pending merger with affiliates of Apollo. 93




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year End
    Option Awards


Stock AwardsEquityIncentivePlanAwards;Equity


MarketIncentive


orEquity














Plan


PayoutIncentive














Awards:


Value ofPlan:














Number of


UnearnedNumbers











Market


unearned


Shares,Number of





of








Number


Value of


Shares,


Units orSecurities


Number of


Securities








of Shares or


Shares or


Units or


OtherUnderlying


Securities


Underlying








Units of


Units of


other


RightsUnexercised


Underlying


Unexercised








Stock that


Stock that


Rights that


ThatOptions/


Unexercised


Unearned


Exercise


Option


have Not


have Not


have not


have notSARs (#)


Options/SARs


Options/SARs


Price


Expiration


Vested


Vested


Vested


VestedName

Exercisable


(#) Unexercisable


(#)


($)


Date


(#)


($)


(#)


($)Anthony E. Hull






41,576







26.10



July 31, 2013



43,103



1,306,883



38,314



1,161,680Richard A. Smith










322,928



26.10



July 31, 2013



76,628



2,323,361







Alexander E. Perriello, III






55,433







26.10



July 31, 2013



57,471



1,742,521



38,314



1,161,680Bruce Zipf






55,433







26.10



July 31, 2013



57,471



1,742,521



38,314



1,161,680     Number ofSecuritiesUnderlyingUnexercised

ExerciseOptions (#)

Price

OptionName

Issuer

Exercisable

($)

Expiration DateHenry R. Silverman

Realogy


262,691


31.61

April 30, 2007Realogy


989,912


15.51

April 30, 2007Realogy


1,979,824


31.61

December 17, 2007Realogy


176,936


28.25

April 21, 2009Realogy


604,930


28.25

April 21, 2009Realogy


781,867


34.93

January 13, 2010Realogy


213,997


14.88

January 3, 2011Realogy


619,994


14.88

January 3, 2011Avis Budget


791,930


28.77

December 17, 2007Avis Budget


105,770


28.77

April 30, 2007Avis Budget


395,965


14.12

April 30, 2007Avis Budget


70,775


25.71

April 21, 2009Avis Budget


241,972


25.71

April 21, 2009Avis Budget


312,747


31.79

January 13, 2010Avis Budget


85,599


13.54

January 3, 2011Avis Budget


247,998


13.54

January 3, 2011 94




---



##### Table of Contents



Number ofSecuritiesUnderlyingUnexercised

ExerciseOptions (#)

Price

OptionName

Issuer

Exercisable

($)

Expiration DateAvis Budget


291,897


13.54

January 3, 2011Wyndham


210,153


42.03

April 30, 2007Wyndham


791,929


20.62

April 30, 2007Wyndham


1,583,859


42.03

December 17, 2007Wyndham


141,549


37.56

April 21, 2009Wyndham


483,944


37.56

April 21, 2009Wyndham


625,494


46.44

January 13, 2010Wyndham


171,197


19.78

January 3, 2011Wyndham


495,995


19.78

January 3, 2011Wyndham


583,794


19.78

January 3, 2011Anthony E. Hull

Realogy


617


31.14

October 15, 2013Realogy


1,853


31.14

October 15, 2013Avis Budget


247


28.34

October 15, 2013Avis Budget


741


28.34

October 15, 2013Wyndham


494


41.40

October 15, 2013Wyndham


1,482


41.40

October 15, 2013Richard A. Smith

Realogy


15,556


15.51

December 17, 2007Realogy


36,567


19.39

December 17, 2007Realogy


62,630


15.51

April 30, 2007Realogy


65,155


15.51

October 14, 2008Realogy


76,085


19.39

January 27, 2008Realogy


156,373


28.25

April 21, 2009Realogy


70,368


34.93

January 13, 2010Realogy


260,622


14.88

January 3, 2011Realogy


21,718


30.11

January 22, 2012Realogy


43,436


30.11

January 22, 2012Avis Budget


25,052


14.12

April 30, 2007Avis Budget


6,223


14.12

December 17, 2007Avis Budget


14,627


17.64

December 17, 2007Avis Budget


30,434


17.64

January 27, 2008Avis Budget


26,062


14.12

October 14, 2008Avis Budget


62,549


25.71

April 21, 2009Avis Budget


28,147


31.79

January 13, 2010Avis Budget


104,249


13.54

January 3, 2011Avis Budget


8,688


27.40

January 22, 2012Avis Budget


17,375


27.40

January 22, 2012Wyndham


12,445


20.62

December 17, 2007Wyndham


29,254


25.77

December 17, 2007Wyndham


50,104


20.62

April 30, 2007Wyndham


52,124


20.62

October 14, 2008Wyndham


60,868


25.77

January 27, 2008 95




---



##### Table of Contents



Number ofSecuritiesUnderlyingUnexercised

ExerciseOptions (#)

Price

OptionName

Issuer

Exercisable

($)

Expiration DateWyndham


125,098


37.56

April 21, 2009Wyndham


56,294


46.44

January 13, 2010Wyndham


208,498


19.78

January 3, 2011Wyndham


17,375


40.03

January 22, 2012Wyndham


34,749


40.03

January 22, 2012Alexander E. Perriello, III

Realogy


26,062


28.25

April 21, 2009Realogy


11,728


34.93

January 13, 2010Realogy


15,011


30.11

January 22, 2012Avis Budget


10,425


25.71

April 21, 2009Avis Budget


4,691


31.79

January 13, 2010Avis Budget


6,005


27.40

January 22, 2012Wyndham


20,849


37.56

April 21, 2009Wyndham


9,382


46.44

January 13, 2010Wyndham


12,009


40.04

January 22, 2012Bruce Zipf

Realogy


10,033


29.52

January 2, 2011Realogy


13,031


29.52

April 17, 2012Avis Budget


5,212


26.87

April 17, 2012Avis Budget


4,014


26.87

January 2, 2011Wyndham


8,027


39.25

January 2, 2011Wyndham


10,424


39.25

April 17, 2012   Option
    Exercises and Stock Vested
    Option Awards


Stock AwardsNumber of  Shares


Value


Number of SharesAcquired on


Realized on


Acquired on


Value realized onExercise


Exercise


Vesting


VestingName

(#)


($)


(#) (2) (3)


($) (2) (3)Anthony E. Hull










13,926



299,966Richard A. Smith


31,315
(1)


277,800



55,157



1,188,082Alexander E. Perriello, III










12,936



278,641Bruce Zipf










10,201



219,730
   _
    _
  (1)
    
    On October 12, 2006,
    Mr. Smith exercised a stock option relating to our common
    stock that was assumed by us from Cendant in connection with our
    separation from Cendant. This stock option was set to expire on
    October 23, 2006.(2)
    
    In connection with our separation
    from Cendant, Cendant approved an equitable adjustment to
    Cendant restricted stock units such that each holder of a
    Cendant restricted stock unit received, upon the separation,
    restricted stock units relating to our common stock. All of the
    shares referenced in this column relate to Realogy restricted
    stock units assumed by us from Cendant in connection with that
    equitable adjustment. On August 15, 2006, restricted stock
    units relating to our common stock that were assumed by us from
    Cendant became vested. The closing sale price of our common
    stock on August 15, 2006 was $21.54. 96




---



##### Table of Contents



(3)
    
    On April 22, 2006, prior to
    the Separation, each of our NEOs, other than
    Messrs. Silverman and Hull, became vested in the following
    number of restricted stock units relating to Cendant common
    stock. The vesting occurred pursuant to the original vesting
    schedule applicable to these awards:  Number of Shares (#)

Aggregate Value on Vesting ($)Richard A. Smith


27,844



469,171Alexander E. Perriello, III


4,800



80,880Bruce Zipf


4,800



80,880   On August 15, 2006, each of
    our NEOs, other than Mr. Silverman, became vested in the
    following number of restricted stock units relating to each of
    Wyndham Worldwide and Avis Budget Group stock (the number of
    shares of Avis Budget Group adjusted to give effect to the
    one-to-ten
    reverse stock split effected on August 29, 2006). Such
    vesting occurred in connection with the Separation pursuant to
    action taken by the Cendant compensation committee:  Wyndham Shares (#)

Aggregate Value on Vesting ($)Anthony E. Hull


11,140



317,490Richard A. Smith


44,124



1,257,534Alexander E. Perriello, III


10,349



294,947Bruce Zipf


8,161



232,589   Avis Budget Shares (#)

Aggregate Value on Vesting ($)Anthony E. Hull


5,571



103,621Richard A. Smith


22,063



410,372Alexander E. Perriello, III


5,175



96,255Bruce Zipf


4,081



75,907   Nonqualified
    Deferred Compensation
    Executive


Registrant


Aggregate


Aggregate


AggregateContributions


Contributions


Earnings in


Withdrawals/


Balance at Lastin Last FY


in Last FY


Last FY


Distributions


FYEName

($)


($)


($)


($)


($)Henry R. Silverman


30,462



30,462



1,943,706







17,219,613Anthony E. Hull


26,391



26,391



16,127







346,593Richard A. Smith


1,709,921



25,285



465,498







4,565,715Alexander E. Perriello, III


28,561



28,561



13,697







853,225Bruce Zipf










7,192







71,567    97




---



##### Table of Contents



Director
    Compensation
    Change inPension andSpecial







NonqualifiedCommittee





Non-Equity

DeferredFees Earned or

Fees

Stock

Option

Incentive Plan

Compensation

Al OtherPaid in Cash

Paid in Cash

Awards

Awards

Compensation

Earnings

Compensation

TotalName

($)(1)

($) (2)

($) (3)

($)

($)

($)

($)

($)Martin E. Edelman


80,000







75,000











23,665







178,665Kenneth Fisher


83,750



75,000



75,000











24,209







257,959Cheryl D. Mills


82,500







75,000











42,048







199,548Robert E. Nederlander


83,750



75,000



75,000











49,624







283,374Robert W. Pittman


77,500







75,000











66,969







219,469Robert F. Smith


92,500



100,000



75,000











52,179







319,679
   _
    _
  (1)
    
    The following chart provides
    further information on the fees we pay our non-employee
    directors on an annualized basis.  Annual Director Retainer

$
150,000Board and Committee Meeting
    Attendance Fee


Audit Committee Chair


20,000Audit Committee Member


10,000Compensation Committee Chair


15,000Compensation Committee Member


7,500Corporate Governance Committee Chair


10,000Corporate Governance Committee
    Member


5,000Executive Committee Member


10,000
   Each non-employee director is
    required to defer 50% of fees (except Mr. Pittman who
    elected to defer 100% of his fees) in the form of deferred stock
    units relating to our common stock (Stock Units)
    pursuant to our Non-employee Directors Deferred Compensation
    Plan (the Director Plan). The number of Stock Units
    so credited equals the value of the compensation being paid in
    the form of Stock Units, divided by the fair market value of the
    common stock as of the close of business on the date on which
    the compensation would otherwise have been paid. Each Stock Unit
    entitles the director to receive one share of common stock
    following such directors retirement or termination of
    service from our Board of Directors for any reason. The
    directors may not sell or receive value from any Stock
    Unit prior to such termination of service. On the date which is
    200 days immediately following the date upon which a
    Directors service as a member of our Board of Directors
    terminates, each Director shall receive a one-time distribution
    of the balance of his or her Stock Unit account. In connection with our
    sale to Apollo, all amounts deferred under the Director Plan
    will be distributed to our directors in accordance with the
    terms of the Director Plan.(2)
    
    In connection with our
    consideration of a sale of the Company, we established a special
    committee of disinterested and independent directors comprised
    of Messrs. Robert Smith (Chair), Nederlander and Fisher,
    the purpose of which was to evaluate any proposal relating to
    the acquisition of the company. For serving on this committee,
    Mr. Smith was paid $100,000 and Messrs. Nederlander
    and Fisher were each paid $75,000.(3)
    
    Each non-employee director received
    an initial equity award upon our separation from Cendant. The
    assumptions we used in determining the value of these amounts
    under FAS 123(R) are described in Note 13 
    Stock Based Compensation to our consolidated and combined
    financial statements included elsewhere in this report. We do
    not expect any current non-employee director to receive
    additional grants as part of their regular compensation.  Employment
    Agreements and Other Arrangements
  Mr. Silverman.
 98




---



##### Table of Contents



Mr. Smith.
 99




---



##### Table of Contents



Mr. Hull.
  Mr. Perriello and Mr. Zipf.
 100




---



##### Table of Contents



Potential
    Payments Upon Termination or Change in Control
    Before Change in


Upon Change inControl and


Control andTermination


Terminationwithout Cause


without Causeor for Good


or for GoodReason


Reason


Resignation


Death


DisabilityName

Benefit

($)


($)(1)


($)


($)(1)


($)(1)Henry R.
    Silverman(2)

Severance Pay


















Health Care


(3)



(3)











(3)Other Benefits


(3)



(3)











(3)Equity Acceleration














Anthony E. Hull

Severance Pay


1,900,000



1,900,000











Health Care


29,036



29,036











Equity Acceleration


2,644,014



2,644,014



2,644,014



2,644,014



2,644,014Richard A.
    Smith(4)

Severance Pay


8,970,000



8,970,000



Health Care


657,612



657,612



657,612



657,612



657,612Equity Acceleration


3,686,117



3,686,117



3,686,117



3,686,117



3,686,117Alexander E. Perriello, III

Severance Pay


1,000,000



2,000,000











Health Care


20,427



20,427











Equity Acceleration


1,976,448



3,138,128



3,138,128



3,138,128



3,138,128Bruce Zipf

Severance Pay


1,000,000



2,000,000











Health Care


20,364



20,364











Equity Acceleration


1,976,448



3,138,128



3,138,128



3,138,128



3,138,128   (1)
    Under our equity incentive program, awards vest upon the death
    or disability of an employee or a change in control of the
    Company.(2)
    Mr. Silverman has not received any equity awards from us.
    He does not hold any unvested Realogy equity awards. Other
    Benefits refers to post-retirement perquisites and
    consulting payments.(3)
    As described under Employment Agreements and Other
    Arrangements  Mr. Silverman,
    Mr. Silverman is entitled to a lump sum payment equal to
    the net present value of the compensation payable under the
    Consulting Arrangement and the Separation Benefits (other than
    office space with suitable clerical support and appropriate
    personal security when traveling on Realogy 101




---



##### Table of Contents



business as those benefits will be
    provided during the term of the Consulting Arrangement, with
    such lump sum payment capped at $50 million pursuant to the
    merger agreement). On March 6, 2007, in accordance with
    Mr. Silvermans employment agreement, the Compensation
    Committee determined that the net present value of the Separation
Benefits were valued at approximately $54 million, however, the
amount of the lump sum cash payment will be capped at
$50 million as previously agreed.  (4)
    Mr. Smith has become entitled to receive health care
    benefits following his termination of employment for any reason.
    The value of such benefits is disclosed in each column of the
    table. These benefits are already vested to Mr. Smith and
    do not become vested by reason of any of the above-mentioned
    events.  Compensation
    Committee Interlocks and Insider Participation
  Regulation S-K
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners and
    Management.
     102




---



##### Table of Contents



Beneficial
    Ownership Table
  Of the Amount ofShares BeneficiallyAmount and Nature




Owned, Shares whichof Beneficial




May be AcquiredName of Beneficial Owner

Ownership(1)


Percent of
    Class(2)

within
    60 days(3)Principal
    Stockholder:Hotchkis and Wiley Capital


21,589,203


9.9%Management,
    LLC(4)725 S. Figueroa Street,
    39th Fl.
    Los Angeles, CA 90017Ziff Asset Management,
    L.P.(5)


12,986,218


6.0283 Greenwich Avenue
    Greenwich, CT 06830Directors and Executive
    OfficersHenry R. Silverman


8,669,350


4.0


6,359,894
(6)Richard A. Smith


899,414


*


858,505
(7)Martin L. Edelman


88,522


*


87,772
(8)Kenneth Fisher


4,653


*


4,653
(9)Cheryl D. Mills


40,411


*


38,733
(10)Robert E. Nederlander


87,904


*


87,904
(11)Robert W. Pittman


107,260


*


91,553
(12)Robert F. Smith


87,950


*


75,450
(13)Anthony E. Hull


15,017


*


2,470
(14)Alexander E. Perriello, III


68,179


*


53,226
(15)Bruce Zipf


29,555


*


23,064
(16)All directors and executive
    officers as a group (16 persons)


10,411,378


4.8


7,965,160
(17)   (1)
    
    Amounts include direct and indirect
    ownership of shares and stock options that are vested as of
    February 14, 2007 (Vested Options) and shares
    of common stock, the receipt of which has been deferred by
    directors or Mr. Richard Smith in accordance with the
    Companys non-qualified deferred compensation plans
    (Deferred Shares). There are no options or other
    securities held by management which will become exercisable by
    its terms within 60 days of February 14, 2007.
    Restricted stock units and stock settled stock appreciation
    rights granted to executive officers on August 1, 2006,
    which are not reflected in the table above because they are not
    currently vested and will not become vested by their terms
    within 60 days of February 14, 2007 will become fully
    vested immediately prior to the effective time of the Merger
    pursuant to the terms of the Merger Agreement together with all
    other then unvested outstanding stock-based awards granted under
    the Realogy Corporation 2006 Equity and Incentive Plan.(2)
    
    Based upon 217,612,295 shares
    of Realogy common stock outstanding on February 14, 2007.(3)
    
    Includes Vested Options and
    Deferred Shares.(4)
    
    Reflects beneficial ownership of
    Realogy common stock by Hotchkis and Wiley Capital Management,
    LLC, as derived solely from information reported on a
    Schedule 13G under the Exchange Act filed with the SEC on
    January 10, 2007, by Hotchkis and Wiley Capital Management,
    LLC. Hotchkis and Wiley Capital Management, LLC has sole voting
    power to vote or to direct the vote of 17,092,528 shares of
    Realogy common stock.(5)
    
    Reflects beneficial ownership of
    Shares by Ziff Asset Management, L.P. (ZAM) as
    derived solely from information reported on a
    Schedule 13G/A under the Exchange Act filed with the SEC on
    February 12, 2007 by ZAM, PBK Holdings, Inc.
    (PBK), ZBI Equities, L.L.C.(ZBI) and
    Philip B. Korsant. As reported in such filing, ZAM shares voting
    and dispositive power over the Shares beneficially owned with
    PBK, ZBI and Mr. Korsant.(6)
    
    Consists of Vested Options.(7)
    
    Includes 49,995 Deferred Shares in
    Officers Deferred Compensation Plan and 808,510 Vested
    Options.(8)
    
    Consists of 12,194 Deferred Shares
    and 75,578 Vested Options.(9)
    
    Consists of Deferred Shares.(10)
    
    Includes 10,066 Deferred Shares and
    28,667 Vested Options.(11)
    
    Includes 12,326 Deferred Shares and
    75,578 Vested Options. 103




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##### Table of Contents



(12)
    
    Includes 15,975 Deferred Shares and
    75,578 Vested Options.(13)
    
    Includes 12,903 Deferred Shares and
    62,547 Vested Options. Also includes 12,500 Shares owned by
    the Robert F. Smith Charitable Foundation. Mr. Smith
    disclaims beneficial ownership of such Shares.(14)
    
    Consists of 2,470 Vested Options.(15)
    
    Consists of 425 Deferred Shares and
    52,801 Vested Options.(16)
    
    Consists of 23,064 Vested Options.(17)
    
    Consists of 118,732 Deferred Shares
    and 7,846,428 Vested Options.  Equity-Based
    Compensation Plans
    Number of securities



Number of securitiesto be issues upon

Weighted average

remaining available forexercise or vesting

exercise price per

future issuance underof outstanding

share of outstanding

equity compensation plansoptions, warrants,

options, warrants

set forth in the columnrights and

and rights (excludes

(excludes securitiesPlan Category

restricted stock units

restricted stock units)

reflected in first column)Equity compensation plans approved
    by
    stockholders(1)


3,579,213


$
26.10



7,587,844Equity compensation plans assumed
    in mergers, acquisitions and corporate
    transactions(2)


26,273,353


$
30.22



Total


29,852,566







7,587,844   (1)
    Includes all awards granted to our employees on or after our
    separation from Cendant, which awards are comprised of stock
    appreciation rights and restricted stock units granted under our
    2006 Equity Incentive Plan, which was approved as of
    May 30, 2006 by our then sole stockholder, Cendant Finance
    Holding Company LLC. As of December 31, 2006, there were
    1,108,343 stock appreciation rights and 2,470,295 restricted
    stock units outstanding. Excludes 53,914 deferred stock units
    previously deferred under our Officers Deferred Compensation
    Plan.(2)
    Includes all stock options assumed by us from Cendant in
    connection with the separation from Cendant. Such options were
    granted pursuant to equity plans sponsored by Cendant and
    assumed by us under our 2006 Equity Incentive Plan.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Certain
    Relationships and Related Transactions.
     104




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##### Table of Contents



true-up
    Policies
    and Procedures for Review of Related Party
    Transactions
       105




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##### Table of Contents



Director
    Independence
  www.realogy.com.
   106




---



##### Table of Contents



Ø
    Cheryl D. Mills is the Senior Vice President, General Counsel
    and Secretary of New York University, which is the landlord of
    one of our Company-owned brokerage offices in New York City. In
    addition, Mr. Silverman serves on the Board of Trustees of
    New York University and New York University Medical School and a
    director of the NYU Study Center.Ø
    Robert W. Pittman serves on the board of directors of, provides
    consulting services to, and is a less than 1% stockholder of,
    Spot Runner, Inc., an Internet-based advertising agency. Realogy
    also owns approximately 4% of the outstanding equity of Spot
    Runner, Inc. and has entered into a three-year marketing
    agreement under which we pay Spot Runner an annual program fee
    and purchase, on behalf of our franchisees and company-owned
    brokerages, advertisements produced by Spot Runner for
    distribution on cable television. Mr. Pittman has advised
    us that none of Mr. Pittmans immediate family is an
    executive officer of Spot Runner.Ø
    The Company has made charitable donations to various charities
    in which Mr. Pittman or Ms. Mills serve as a board
    member, with donations to a particular charity constituting
    significantly less than 1% of such charitys total annual
    charitable donations.Ø
    Robert E. Nederlanders niece is a sales associate for one
    of our Company-owned brokerage offices.  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Deloitte
  Principal Accounting Firm Fees.
  Audit Fees. Form 10-Q agreed-upon
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
     107




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##### Table of Contents



year-to-date
    PART IV
  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (A)(1)
    and (2) Financial Statements:
  page F-1
  (A)(3)
    Exhibits:
   108




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##### Table of Contents



SIGNATURES    Date: March 7, 2007

REALOGY CORPORATION(Registrant)By:        /S/  HENRY
    R. SILVERMANHenry R. Silverman
    Chairman and Chief Executive Officer   Richard A.
    Smith Anthony E. Hull C. Patteson Cardwell,
    IV attorneys-in-fact, attorneys-in-fact,
    Signature and Title

Date/S/  HENRY R.
    SILVERMANHenry
    R. Silverman
    Chairman and Chief Executive Officer
    (Principal Executive Officer)

March 7, 2007/S/  ANTHONY E. HULLAnthony
    E. Hull
    Executive Vice President, Chief Financial Officer and
    Treasurer
    (Principal Financial Officer)

March 7, 2007/S/  CHRISTOPHER R.
    CADEChristopher
    R. Cade
    Senior Vice President, Chief Accounting Officer and
    Controller
    (Principal Accounting Officer)

March 7, 2007/S/  RICHARD A. SMITHRichard
    A. Smith
    Director

March 7 , 2007/S/  MARTIN L.
    EDELMANMartin
    L. Edelman
    Director

March 7, 2007/S/  KENNETH FISHERKenneth
    Fisher
    Director

March 7, 2007/S/  CHERYL D. MILLSCheryl
    D. Mills
    Director

March 5, 2007 109




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##### Table of Contents



Signature and Title

Date/S/  ROBERT E.
    NEDERLANDERRobert
    E. Nederlander
    Director

March 7, 2007/S/  ROBERT W.
    PITTMANRobert
    W. Pittman
    Director

March 7, 2007/S/  ROBERT F. SMITHRobert
    F. Smith
    Director

March 7, 2007  110




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##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS
  PageReport of
    Independent Registered Public Accounting Firm


F-2Consolidated and
    Combined Statements of Income for the years ended
    December 31, 2006, 2005 and 2004


F-3Consolidated and
    Combined Balance Sheets as of December 31, 2006 and
    2005


F-4Consolidated and
    Combined Statements of Cash Flows for the years ended
    December 31, 2006, 2005 and 2004


F-5Consolidated and
    Combined Statements of Stockholders Equity for the years
    ended December 31, 2006, 2005 and 2004


F-6Notes to
    Consolidated and Combined Financial Statements


F-7  F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
   F-2




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##### Table of Contents



REALOGY
    CORPORATION
 CONSOLIDATED AND COMBINED STATEMENTS OF
    INCOME
 (In millions except per share data)
  Year Ended December 31,2006


2005


2004RevenuesGross commission income

$
4,965


$
5,666


$
5,197Service revenue


854



764



707Franchise fees


472



538



477Other


201



171



168Net revenues


6,492



7,139



6,549ExpensesCommission and other agent-related
    costs


3,335



3,838



3,494Operating


1,799



1,642



1,498Marketing


291



282



265General and administrative


218



204



177Former parent legacy costs
    (benefit), net


(38
)






Separation costs


66







Restructuring costs


46



6



Depreciation and amortization


142



136



120Interest expense


57



5



4Interest income


(28
)


(12
)


(10
)Total expenses


5,888



6,101



5,548Income before income taxes and
    minority interest


604



1,038



1,001Provision for income taxes


237



408



379Minority interest, net of tax


2



3



4Net income

$
365


$
627


$
618Earnings per share:Basic and Diluted

$
1.50


$
2.50


$
2.47    F-3




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##### Table of Contents



REALOGY
    CORPORATION
 CONSOLIDATED AND COMBINED BALANCE SHEETS
 (In millions)
  December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
399


$
36Trade receivables (net of allowance
    for doubtful accounts of $16 and $12)


128



112Relocation receivables and advances


976



774Relocation properties held for
    sale, net


197



97Deferred income taxes


106



47Due from former parent


120



Other current assets


163



94Total current assets


2,089



1,160Property and equipment, net


342



304Deferred income taxes


250



296Goodwill


3,326



3,156Franchise agreements, net


329



346Trademarks and other intangibles,
    net


93



61Due from former parent


16



Other non-current assets


223



116Total assets

$
6,668


$
5,439LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
155


$
130Secured obligations


893



757Due to Cendant, net






440Due to former parent


648



Accrued expenses and other current
    liabilities


545



492Total current liabilities


2,241



1,819Long-term debt


1,800



Other non-current liabilities


144



53Total liabilities


4,185



1,872Commitments and contingencies
    (Notes 15 and 16)Stockholders equity:Parent Companys net investment






3,563Common stock, $.01 par
    value  authorized 750.0 shares; 216.2 issued and
    outstanding shares at December 31, 2006


2



Additional paid-in capital


2,384



Retained earnings


133



Accumulated other comprehensive
    income


(18
)


4Treasury stock, at cost
    0.8 shares at December 31, 2006


(18
)


Total stockholders equity


2,483



3,567Total liabilities and
    stockholders equity

$
6,668


$
5,439    F-4




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##### Table of Contents



REALOGY
    CORPORATION
 CONSOLIDATED AND COMBINED STATEMENTS OF CASH
    FLOWS
 (In millions)
  Year Ended December 31,2006


2005


2004Operating ActivitiesNet income

$
365


$
627


$
618Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


142



136



120Deferred income taxes


102



39



31Separation costs related to
    employee equity awards


51







Net change in assets and
    liabilities, excluding the impact of acquisitions and
    dispositions:Trade receivables, net


(14
)


9



7Relocation receivables and advances


(142
)


(117
)


(18
)Relocation properties held for
    sale, net


(122
)


(26
)


1Accounts payable, accrued expenses
    and other current liabilities


(18
)


(2
)


(21
)Due (to) from former parent


(58
)






Other, net


(61
)


(49
)


(35
)Net cash provided by operating
    activities


245



617



703Investing ActivitiesProperty and equipment additions


(130
)


(131
)


(87
)Net assets acquired (net of cash
    acquired) and acquisition-related payments


(168
)


(262
)


(259
)Investment in unconsolidated
    entities


(11
)


(33
)


(Increase) decrease in restricted
    cash


(1
)


5



67Other, net






(2
)


8Net cash used in investing
    activities


(310
)


(423
)


(271
)Financing ActivitiesNet change in secured borrowings


121



357



Repayment of unsecured borrowings


(1,625
)






Proceeds from unsecured borrowings


3,425







Repurchase of common stock


(884
)






Proceeds from issuances of common
    stock for equity awards


46







Net distribution to Cendant at
    Separation


(2,183
)






Proceeds received from
    Cendants sale of Travelport


1,436







Change in amounts due (to) from
    Cendant


118



(576
)


(352
)Dividends paid to Cendant










(38
)Other, net


(27
)


3



(15
)Net cash provided by (used in)
    financing activities


427



(216
)


(405
)Effect of changes in exchange rates
    on cash and cash equivalents


1







Net increase (decrease) in cash and
    cash equivalents


363



(22
)


27Cash and cash equivalents,
    beginning of period


36



58



31Cash and cash equivalents, end
    of period

$
399


$
36


$
58Supplemental Disclosure of Cash
    Flow InformationInterest payments

$
84


$
30


$
17Income tax payments, net

$
42


$
17


$
8    F-5




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##### Table of Contents



REALOGY
    CORPORATION
 CONSOLIDATED AND COMBINED STATEMENTS OF
    STOCKHOLDERS EQUITY
 (In millions)
  Parent





AccumulatedAdditional


Companys





Other








TotalCommon Stock


Paid-In


Net


Retained


Comprehensive


Treasury Stock


StockholdersShares


Amount


Capital


Investment


Earnings


Income


Shares


Amount


EquityBalance at January 1,
    2004





$



$



$
2,969


$



$
4






$



$
2,973Comprehensive income:Net income














618















Currency translation adjustment






















3







Total comprehensive
    income


































621Dividends paid to Cendant














(38
)


















(38
)Distribution of capital to Cendant














(4
)


















(4
)Balance at December 31,
    2004














3,545







7











3,552Comprehensive income:Net income














627















Currency translation adjustment






















(3
)






Total comprehensive
    income


































624Distribution of capital to Cendant














(609
)


















(609
)Balance at December 31,
    2005














3,563







4











3,567Comprehensive income:Net income














232



133











Currency translation adjustment






















1







Additional minimum pension
    liability, net of tax






















(1
)






Total comprehensive
    income


































365Net distribution to Cendant














(2,183
)


















(2,183
)Distribution received from Cendant
    related to Travelport sale














1,454



















1,454Assumption of liabilities and
    forgiveness of Cendant intercompany balance














174



















174Additional minimum pension
    liability recorded at Separation, net of tax of ($13)






















(22
)










(22
)Transfer of net investment to
    additional paid-in capital










3,240



(3,240
)


















Guarantees recorded related to the
    Separation










(71
)






















(71
)Deferred income taxes related to
    guarantees










27























27Issuance of common stock


250.4



3



(3
)






















Charge related to Cendant equity
    award conversion










11























11Repurchases of common stock


(38.2
)


(1
)


(883
)






















(884
)Exercise of stock options


2.0







48























48Net activity related to equity
    awards


2.0







15















0.8



(18
)


(3
)Balance at December 31,
    2006


216.2


$
2


$
2,384


$



$
133


$
(18
)


0.8


$
(18
)

$
2,483    F-6




---



##### Table of Contents



REALOGY
    CORPORATION
 NOTES TO CONSOLIDATED AND COMBINED
    FINANCIAL STATEMENTS
 (Unless otherwise noted, all amounts are in millions, except
    per share amounts)
  1.
    BASIS OF
    PRESENTATION             F-7




---



##### Table of Contents



Business
    Description
    
    Real Estate Franchise Services  franchises the
    Century
    21®,
    Coldwell
    Banker®,
    ERA®,
    Sothebys International
    Realty®
    and Coldwell Banker
    Commercial®
    brand names.
    Company Owned Real Estate Brokerage Services 
    operates a full-service real estate brokerage business
    principally under the Coldwell
    Banker®,
    ERA®,
    Corcoran
    Group®
    and Sothebys International
    Realty®
    brand names.
    Relocation Services  primarily offers clients
    employee relocation services such as home sale assistance, home
    finding and other destination services, expense processing,
    relocation policy counseling and other consulting services,
    arranging household goods moving services, visa and immigration
    support, intercultural and language training and group move
    management services.
    Title and Settlement Services  provides
    full-service title, settlement and vendor management services to
    real estate companies, affinity groups, corporations and
    financial institutions with many of these services provided in
    connection with the Companys real estate brokerage and
    relocation services business.  2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  CONSOLIDATION
    POLICY
  and/or
 F-8




---



##### Table of Contents



REVENUE
    RECOGNITION
  Real
    Estate Franchise Services
  and/or
  Company
    Owned Real Estate Brokerage Services
    Relocation
    Services
  and/or and/or
 F-9




---



##### Table of Contents



Title
    and Settlement Services
    ADVERTISING
    EXPENSES
    INCOME
    TAXES
     F-10




---



##### Table of Contents



CASH AND
    CASH EQUIVALENTS
    RESTRICTED
    CASH
    DERIVATIVE
    INSTRUMENTS
        INVESTMENTS
      PROPERTY
    AND EQUIPMENT
   F-11




---



##### Table of Contents



No. 98-1,
  IMPAIRMENT
    OF LONG-LIVED ASSETS
      ACCUMULATED
    OTHER COMPREHENSIVE INCOME
    STOCK-BASED
    COMPENSATION
  
   F-12




---



##### Table of Contents



RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
     F-13




---



##### Table of Contents



00-19-2
  instrument-by-instrument
   F-14




---



##### Table of Contents



3.
    EARNINGS
    PER SHARE      Year Ended December 31,2006


2005


2004Weighted average shares
    outstanding:Basic


242.7



250.5



250.5Stock options, stock appreciation
    rights and restricted stock units


1.0







Diluted


243.7



250.5



250.5     Year Ended December 31,2006


2005


2004Net income

$
365


$
627


$
618Basic weighted average shares
    outstanding


242.7



250.5



250.5Basic earnings per share

$
1.50


$
2.50


$
2.47     Year Ended December 31,2006


2005


2004Net income

$
365


$
627


$
618Diluted weighted average shares
    outstanding


243.7



250.5



250.5Diluted earnings per share

$
1.50


$
2.50


$
2.47     4.
    ACQUISITIONS   F-15




---



##### Table of Contents



2006
    ACQUISITIONS
  Texas American Title Company.
        2005
    ACQUISITIONS
  Success Realty, Inc.
   F-16




---



##### Table of Contents



2004
    ACQUISITIONS
  Sothebys International
    Realty ® ® ® ® ® 50-year 50-year
       F-17




---



##### Table of Contents



5.
    INTANGIBLE
    ASSETS    As of December 31, 2006


As of December 31, 2005Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


AmountAmortized Intangible
    AssetsFranchise
    agreements(a)

$
511


$
182


$
329


$
511


$
165


$
346License
    agreement(b)


47



4



43



47



3



44Pendings and
    listings(c)


2



2







18



13



5Customer
    relationships(d)


12



1



11











Other(e)


19



7



12



10



4



6$
591


$
196


$
395


$
586


$
185


$
401Unamortized Intangible
    AssetsGoodwill

$
3,326










$
3,156Trademarks(f)

$
17










$
6Title plant
    shares(g)


10











$
27










$
6   (a)
    
    Generally amortized over a period
    of 35 or 40 years.(b)
    
    Amortized over 50 years (the
    contractual term of the license agreement).(c)
    
    Generally amortized over 4 to
    5 months (the closing period of the underlying contracts).(d)
    
    Relates to the customer
    relationships obtained from Texas American Title Company
    acquired in January 2006, which is amortized over a period of
    10 years.(e)
    
    Generally amortized over periods
    ranging from 5 to 10 years.(f)
    
    Relates to the Coldwell
    Banker®
    tradename and the Texas American Title Company tradenames
    in Texas, which are expected to generate future cash flows for
    an indefinite period of time.(g)
    
    Relates to the Texas American
    Title Company title plant shares. Ownership in a title
    plant is required to transact title insurance in certain states.
    We expect to generate future cash flows for an indefinite period
    of time.    AdjustmentsGoodwill


to GoodwillBalance at


Acquired


Acquired





Balance atJanuary 1,


during


prior to


Foreign


December 31,2006


2006


2006


Exchange


2006Real Estate Franchise Services

$
685


$



$



$



$
685Company Owned Real Estate
    Brokerage Services


2,400



100
(a)


32
(c)






2,532Relocation Services


50











3



53Title and Settlement Services


21



35
(b)










56Total Company

$
3,156


$
135


$
32


$
3


$
3,326   (a)
    
    Relates to the acquisitions of real
    estate brokerages by NRT(b)
    
    Relates to the acquisitions of
    title and appraisal businesses(c)
    
    Relates to the acquisitions of real
    estate brokerages made by NRT prior to January 1, 2006,
    including earnout payments. F-18




---



##### Table of Contents



Year Ended December 31,2006


2005


2004Franchise agreements

$
17


$
17


$
17License agreement


1



1



2Pendings and listings


14



23



16Customer relationships


1







Other


4



1



2Total(*)

$
37


$
42


$
37
   (*)
    
    Included as a component of
    depreciation and amortization in the Companys Consolidated
    and Combined Statements of Income.    6.
    FRANCHISING
    AND MARKETING ACTIVITIES       F-19




---



##### Table of Contents



(Unaudited)As of December 31,2006


2005


2004Franchised:Century
    21®


8,492



7,879



7,222ERA®


2,943



2,811



2,601Coldwell
    Banker®


2,950



2,892



2,769Coldwell Banker
    Commercial®


209



163



107Sothebys International
    Realty®


293



172



2214,887



13,917



12,721Company Owned:ERA®


29



30



30Coldwell
    Banker®


874



943



883Corcoran®/Other


48



61



59Sothebys International
    Realty®


53



48



271,004



1,082



999     (Unaudited)2006


2005


2004Franchised:Beginning balance at January 1


13,917



12,721



11,784Additions


1,690



1,845



1,574Terminations


(720
)


(649
)


(637
)Ending balance at December 31


14,887



13,917



12,721Company Owned:Beginning balance at January 1


1,082



999



956Additions


46



108



82Closures


(124
)


(25
)


(39
)Ending balance at December 31


1,004



1,082



999      F-20




---



##### Table of Contents



7.
    PROPERTY
    AND EQUIPMENT, NET    2006


2005Furniture, fixtures and equipment

$
319


$
297Capitalized software


251



184Building and leasehold improvements


192



164Land


1



1763



646Less: accumulated depreciation and
    amortization


(421
)


(342
)$
342


$
304     8.
    ACCRUED
    EXPENSES AND OTHER CURRENT LIABILITIES    2006


2005Accrued payroll and related

$
89


$
130Accrued volume incentives


58



84Deferred income


96



72Other


302



206$
545


$
492   9.
    LONG AND
    SHORT TERM DEBT  REVOLVING
    CREDIT AND LOAN FACILITIES
     F-21




---



##### Table of Contents



SENIOR
    NOTES
      60-day
    SECURED
    OBLIGATIONS
  Apple
    Ridge Funding LLC
   F-22




---



##### Table of Contents



Kenosia
    Funding LLC
    U.K.
    Relocation Receivables Funding Limited
      2006


2005Apple Ridge Funding LLC

$
656


$
513Kenosia Funding LLC


125



109U.K. Relocation Receivables
    Funding Limited


112



135$
893


$
757        F-23




---



##### Table of Contents



SHORT-TERM
    BORROWING FACILITIES
    AVAILABLE
    CAPACITY
    Expiration

Total


Outstanding


AvailableDate

Capacity


Borrowings


CapacityApple Ridge Funding LLC
    (1)

November 2007

$
700


$
656


$
44Kenosia Funding LLC
    (1),(4)

May 2007


125



125



U.K. Relocation Receivables
    Funding
    Limited (1)

September 2008


196



112



84Revolving credit facility
    (2)

May 2011


1,050







951Term loan

May 2011


600



600



Senior notes
    (3)

Various


1,200



1,200



$
3,871


$
2,693


$
1,079   (1)
    Capacity is subject to maintaining sufficient assets to
    collateralize these secured obligations.(2)
    The available capacity under the revolving credit facility is
    reduced by $99 million of outstanding letters of credit at
    December 31, 2006. Outstanding letters of credit decreased
    to approximately $15 million as of January 26, 2007
    due to the removal of an $84 million letter of credit as a
    result of the settlement of a former parent legacy legal matter.(3)
    The senior notes mature in 2009, 2011 and 2016.(4)
    On February 28, 2007, the Company entered into an agreement
    to amend its Kenosia Funding LLC securitization arrangement to
    increase the borrowing capacity from $125 million to
    $175 million.  or
   F-24




---



##### Table of Contents



DEBT
    MATURITIES
    Year

Amount2007

$
2008


2009


2502010


2011


1,050Thereafter


500$
1,800     10.
    EMPLOYEE
    BENEFIT PLANS  DEFINED
    BENEFIT PENSION PLAN
    Discount rate


6.15
%Expected long term return on assets


8.25
%Compensation increase


4.50
%  F-25




---



##### Table of Contents



Equity securities


63
%Debt securities


34
%Real estate


3
%100
%   OTHER
    EMPLOYEE BENEFIT PLANS
    DEFINED
    CONTRIBUTION SAVINGS PLAN
    11.
    INCOME
    TAXES    2006


2005


2004Current:Federal

$
112


$
320


$
281State


21



48



66Foreign


2



1



1135



369



348Deferred:Federal


93



19



52State


9



18



(20
)Foreign






2



(1
)102



39



31Provision for income
    taxes

$
237


$
408


$
379  F-26




---



##### Table of Contents



2006


2005


2004Domestic

$
597


$
1,037


$
1,001Foreign


7



1



Pre-tax income

$
604


$
1,038


$
1,001     2006


2005Current deferred income tax
    assets:Accrued liabilities and deferred
    income

$
121


$
41Provision for doubtful accounts
    and relocation properties held for sale


11



7Net operating loss carryforwards


1



5Change in reserves






1Other






1Valuation
    allowance(*)






(4
)Current deferred income tax assets


133



51Current deferred income tax
    liabilities:Prepaid expenses


27



2Acquisition and
    integration-related liabilities






2Current deferred income tax
    liabilities


27



4Current net deferred income tax
    asset

$
106


$
47Non-current deferred income tax
    assets:Net operating loss carryforwards

$
14


$
18Alternative minimum tax credit
    carryforward


14



28Accrued liabilities and deferred
    income


84



97Depreciation and amortization


121



157State tax credits


1



2Comprehensive income


13



Provision for doubtful accounts
    and relocation properties held for sale


5



Other


1



1Valuation
    allowance(*)


(3
)


(7
)Non-current deferred income tax
    assets

$
250


$
296   (*)
    The valuation allowance of $3 million and $11 million
    at December 31, 2006 and 2005, respectively, relates to
    state net operating loss carryforwards. The valuation allowance
    will be reduced when and if the Company determines that the
    deferred tax assets are more likely than not to be realized.   F-27




---



##### Table of Contents



2006


2005


2004Federal statutory rate


35.0
%


35.0
%


35.0
%State and local income taxes, net
    of federal tax benefits


3.1



4.2



3.0Resolution of a contingent tax
    liability


(0.8
)






SFAS 123(R) equity-based
    compensation tax expense


0.7







Other


1.3



0.1



(0.1
)39.3
%


39.3
%


37.9
%          F-28




---



##### Table of Contents



12.
    SEPARATION
    AND RESTRUCTURING COSTS  Separation
    Costs
  Note 13-Stock
  2006
    Restructuring Program
      Personnel


Facility


AssetRelated


Related


Impairments


TotalRestructuring expense

$
14


$
25


$
7


$
46Cash payments and other reductions


(8
)


(8
)


(7
)


(23
)Balance at December 31, 2006

$
6


$
17


$



$
23    Cash


LiabilityPayments/


as ofOpening


Expense


Other


December 31,Balance


Recognized


Reductions


2006Real Estate Franchise Services

$



$
2


$
(1
)

$
1Company Owned Real EstateBrokerage Services






39



(19
)


20Relocation Services






4



(2
)


2Title and Settlement Services






1



(1
)


$



$
46


$
(23
)

$
23   2005
    Restructuring Program
      Personnel


Facility


AssetRelated


Related


Impairments


TotalRestructuring expense

$
2


$
3


$
1


$
6Cash payments and other reductions


(1
)


(3
)


(1
)


(5
)Balance at December 31, 2005

$
1


$



$



$
1  F-29




---



##### Table of Contents



Cash


LiabilityPayments/


as ofOpening


Expense


Other


December 31,Balance


Recognized


Reductions


2005Real Estate Franchise Services

$



$



$



$
Company Owned Real EstateBrokerage Services






5



(4
)


1Relocation Services














Title and Settlement Services






1



(1
)


$



$
6


$
(5
)

$
1     13.
    STOCK-BASED
    COMPENSATION  Incentive
    Equity Awards Converted from Cendant Awards
      Incentive
    Equity Awards Granted by the Company
     F-30




---



##### Table of Contents



Time Vested


Performance-SARs


based SARsExpected holding period (years)


4.75



5.00Risk free interest rate


4.9
%


4.9
%Dividend yield


0
%


0
%Expected volatility


30
%


30
%Weighted average fair value of
    SARs at date of grant

$
9.02


$
9.29     SARs

RSUs

OptionsWeighted



Weighted



WeightedNumber

Average

Number

Average

Number

Averageof SARs

Grant Price

of RSUs

Grant Price

of
    Options(c)

Exercise PriceBalance at August 1, 2006


1.1


$
26.10



5.2


$
29.98



29.7


$
29.96Vested/exercised(a)










(2.6
)


33.82



(2.1
)


22.65Canceled










(0.1
)


27.09



(1.3
)


36.84Balance at December 31,
    2006(b)


1.1


$
26.10



2.5


$
26.10



26.3


$
30.22   (a)
    Stock options exercised during the five months ended
    December 31, 2006 had an intrinsic value of
    $14 million.(b)
    As of December 31, 2006, the Companys outstanding
    in the money stock options using the year-end share
    price of $30.32 (approximately 14.7 million shares) had
    aggregate intrinsic value of $108 million. Aggregate
    unrecognized compensation expense related to SARs and RSUs
    amounted to $65 million as of December 31, 2006, which
    is expected to be recognized ratably over a weighted average
    vesting period of 3.19 years.(c)
    Options outstanding as of December 31, 2006 have a weighted
    average remaining contractual life of 2.33 years and all
    options are exercisable.    Outstanding and Exercisable OptionsWeightedAverage

WeightedNumber

Remaining

Averageof

Contractual

ExerciseOptions

Life

Price$0.01 to $10.00









$
$10.01 to $20.00


5.9



2.56



15.49$20.01 to $30.00


5.7



3.03



26.74$30.01 to $40.00


10.7



2.35



32.63$40.01 to $50.00


3.1



0.92



49.30$50.01 to $60.00


0.9



1.08



54.6026.3



2.33


$
30.22   Stock-Based
    Compensation Expense
   F-31




---



##### Table of Contents



14.
    RELATED
    PARTY TRANSACTIONS WITH CENDANT PRIOR TO SEPARATION  DISTRIBUTION
    OF CAPITAL TO CENDANT
    DIVIDENDS
    TO CENDANT
    DUE TO
    CENDANT, NET
    Years Ended December 31,2006


2005


2004Due to Cendant, beginning balance

$
440


$
386


$
723Corporate related functions


55



101



91Related party agreements


(1
)


(3
)


(1
)Income taxes, net


121



350



336Net interest earned on amounts due
    from (to) Cendant


(11
)


(9
)


(9
)Transfers to Cendant, net


(430
)


(385
)


(754
)Assumption of liabilities and
    forgiveness of
    intercompany balance


(174
)






(440
)


54



(337
)Due to Cendant, ending balance

$



$
440


$
386     Corporate
    Related Functions
   F-32




---



##### Table of Contents



Related
    Party Agreements
    Income
    Taxes, net
    Net
    Interest Earned on Amounts Due from and to Cendant and Advances
    to Cendant, net
    15.
    SEPARATION
    ADJUSTMENTS AND TRANSACTIONS WITH FORMER PARENT AND
    SUBSIDIARIES  Transfer
    of Cendant Corporate Liabilities and Issuance of Guarantees to
    Cendant and Affiliates
   F-33




---



##### Table of Contents




    Contingent litigation liabilitiesThe Company assumed
    62.5% of liabilities for certain litigation relating to, arising
    out of or resulting from certain lawsuits in which Cendant is
    named as the defendant. The indemnification obligation will
    continue until the underlying lawsuits are resolved. We will
    indemnify Cendant to the extent that Cendant is required to make
    payments related to any of the underlying lawsuits. As the
    guarantee relates to matters in various stages of litigation,
    the maximum exposure cannot be quantified. Due to the inherent
    nature of the litigation process, the timing of payments related
    to these liabilities could vary considerably and is expected to
    occur over several years.
    Contingent tax liabilitiesThe Company is liable for
    62.5% of certain contingent tax liabilities and will pay to
    Cendant the amount of taxes allocated pursuant to the Tax
    Sharing Agreement for the payment of certain taxes. This
    liability will remain outstanding until tax audits related to
    the 2006 tax year are completed or the statutes of limitations
    governing the 2006 tax year have passed. The Companys
    maximum exposure cannot be quantified as tax regulations are
    subject to interpretation and the outcome of tax audits or
    litigation is inherently uncertain. Additionally, the timing of
    payments related to these liabilities could vary considerably
    and is expected to occur over several years.
    Cendant other corporate liabilitiesWe have assumed 62.5%
    of corporate liabilities of Cendant including liabilities
    relating to (i) Cendants terminated or divested
    businesses, (ii) liabilities relating to the Travelport
    sale, if any, and (iii) generally any actions with respect
    to the separation plan or the distributions brought by any third
    party, in each case to the extent incurred by the date of the
    sale of Travelport. The Companys maximum exposure to loss
    cannot be quantified as this guarantee relates primarily to
    future claims that may be made against Cendant, that have not
    yet occurred. The Company assessed the probability and amount of
    potential liability related to this guarantee based on the
    extent and nature of historical experience.
    Guarantee related to deferred compensation arrangementsIn the event that Cendant, Wyndham Worldwide
    and/or
    Travelport are not able to meet certain deferred compensation
    obligations under specified plans for certain current and former
    officers and directors because of bankruptcy or insolvency, we
    have guaranteed such obligations (to the extent relating to
    amounts deferred in respect of 2005 and earlier). This guarantee
    will remain outstanding until such deferred compensation
    balances are distributed to the respective officers and
    directors. The maximum exposure cannot be quantified as the
    guarantee, in part, is related to the value of deferred
    investments as of the date of the requested distribution.
    Additionally, the timing of payment, if any, related to these
    liabilities cannot be reasonably predicted because the
    distribution dates are not fixed.   F-34




---



##### Table of Contents



Rollforward of Contingent
    Litigation Settlement LiabilitiesBalance at Separation

$
215Payments related to the settlement
    of legal matters


(68
)Net reversal of
    accruals(a)


(32
)Balance at December 31, 2006

$
115Rollforward of Contingent Tax
    LiabilitiesBalance at Separation

$
385Net reversal of
    accruals(a)


(18
)Balance at December 31, 2006

$
367   (a)
    Transactions
    with Avis Budget Group and Wyndham Worldwide
    Transactions
    with PHH Corporation
  50-year
 F-35




---



##### Table of Contents



16.
    COMMITMENTS
    AND CONTINGENCIES  COMMITMENTS
  Leases
    Year

Amount2007

$
1652008


1342009


1062010


782011


54Thereafter


83$
620     Purchase
    Commitments
    License
Fees
    LITIGATION
  ® ®
 F-36




---



##### Table of Contents



®
  and/or
  GUARANTEES/INDEMNIFICATIONS
  Standard
    Guarantees/Indemnifications
    Guarantees
    Recorded at Separation
   F-37




---



##### Table of Contents



Other
    Guarantees/Indemnifications
    SELF-INSURANCE
    17.
    STOCKHOLDERS
    EQUITY  Accumulated
    Other Comprehensive Income
    Minimum


AccumulatedCurrency


Pension


OtherTranslation


Liability


ComprehensiveAdjustments(*)


Adjustment


Income/(Loss)Balance at January 1, 2004

$
4


$



$
4Current period change


3







3Balance at December 31, 2004


7







7Current period change


(3
)






(3
)Balance at December 31, 2005


4







4Additional minimum pension
    liability recorded at Separation






(22
)


(22
)Current period change


1



(1
)


Balance at December 31, 2006

$
5


$
(23
)

$
(18
)
   (*)
    Assets and liabilities of foreign subsidiaries having
    non-U.S.-dollar
    functional currencies are translated at exchange rates at the
    balance sheet dates. Revenues and expenses are translated at
    average exchange rates during the periods presented. The gains
    or losses resulting from translating foreign currency financial
    statements into U.S. dollars are included in accumulated
    other comprehensive income. Gains or losses resulting from
    foreign currency transactions are included in the statements of
    income.  Share
    Repurchase Program
   F-38




---



##### Table of Contents



18.
    FINANCIAL
    INSTRUMENTS  RISK
    MANAGEMENT
    Foreign
    Currency Risk
    Interest
    Rate Risk
      Credit
    Risk and Exposure
     F-39




---



##### Table of Contents



Market
    Risk Exposure
    FAIR
    VALUE
  over-the-counter
  2006

2005Estimated



EstimatedCarrying

Fair

Carrying

FairAmount

Value

Amount

ValueSecured obligations

$
893


$
893


$
757


$
757Term loan


600



600







Senior notes


1,200



1,225







   19.
    SEGMENT
    INFORMATION    YEAR
    ENDED DECEMBER 31, 2006
  CompanyOwnedReal Estate

Real Estate



Title and

CorporateFranchise

Brokerage

Relocation

Settlement

andServices

Services

Services

Services

Other(b)

TotalNet
    revenues(a)

$
879


$
5,022


$
509


$
409


$
(327
)

$
6,492EBITDA


613



25



103



45



(11
)


775Depreciation and amortization


24



88



16



12



2



142Segment assets


1,325



2,865



1,440



253



785



6,668Capital expenditures


6



61



21



15



27



130  F-40




---



##### Table of Contents



YEAR
    ENDED DECEMBER 31, 2005
  CompanyOwnedReal Estate

Real Estate



Title and

CorporateFranchise

Brokerage

Relocation

Settlement

andServices

Services

Services

Services

Other(b)

TotalNet
    revenues(a)

$
988


$
5,723


$
495


$
316


$
(383
)

$
7,139EBITDA


740



250



124



53







1,167Depreciation and amortization


24



88



19



5







136Segment assets


1,449



2,767



1,179



131



(87
)


5,439Capital expenditures


10



85



23



13







131   YEAR
    ENDED DECEMBER 31, 2004
  CompanyOwnedReal Estate

Real Estate



Title and

CorporateFranchise

Brokerage

Relocation

Settlement

andServices

Services

Services

Services

Other(b)

TotalNet
    revenues(a)

$
904


$
5,242


$
455


$
303


$
(355
)

$
6,549EBITDA


666



263



126



62



(2
)


1,115Depreciation and amortization


23



74



19



4







120Segment assets


1,533



2,453



998



106



(75
)


5,015Capital expenditures


7



54



15



11







87     (a)
    Transactions between segments are recorded at fair value and
    eliminated in consolidation. Revenues for the Real Estate
    Franchise Services segment include $327 million,
    $369 million and $341 million of intercompany
    royalties paid by the Company Owned Real Estate Brokerage
    Services segment during 2006, 2005 and 2004, respectively. Such
    amounts are eliminated through the Corporate and Other column.
    Revenues for the Real Estate Franchise Services segment include
    $0 million, $14 million and $14 million of
    intercompany royalties paid by the Title and Settlement Services
    segment during 2006, 2005 and 2004, respectively. Such amounts
    are also eliminated through the Corporate and Other column.
    Revenues for the Relocation Services segment include
    $55 million, $57 million and $49 million of
    intercompany referral fees paid by the Company Owned Real Estate
    Brokerage Services segment during 2006, 2005 and 2004,
    respectively. 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 the elimination of transactions between segments.    Years Ended December 31,2006


2005


2004EBITDA

$
775


$
1,167


$
1,115Less: Depreciation and
    amortization


142



136



120Interest
    expense/(income), net


29



(7
)


(6
)Income before income taxes and
    minority interest


604



1,038



1,001Provision for income taxes


237



408



379Minority interest, net of tax


2



3



4Net income

$
365


$
627


$
618  F-41




---



##### Table of Contents



United


All OtherStates


Countries


Total2006Net revenues

$
6,411


$
81


$
6,492Total assets


6,475



193



6,668Net property and equipment


339



3



3422005Net revenues

$
7,066


$
73


$
7,139Total assets


5,218



221



5,439Net property and equipment


300



4



3042004Net revenues

$
6,488


$
61


$
6,549Total assets


4,816



199



5,015Net property and equipment


237



4



241   20.
    SELECTED
    QUARTERLY FINANCIAL DATA (Unaudited)    2006First


Second


Third


FourthNet revenuesReal Estate Franchise Services

$
194


$
254


$
233


$
198Company Owned Real Estate
    Brokerage Services


1,102



1,501



1,337



1,082Relocation Services


107



130



142



130Title and Settlement Services


91



113



109



96Other(a)


(72
)


(96
)


(87
)


(72
)$
1,422


$
1,902


$
1,734


$
1,434EBITDAReal Estate Franchise Services

$
131


$
189


$
158


$
135Company Owned Real Estate
    Brokerage Services


(36
)


63



28



(30
)Relocation Services


15



34



33



21Title and Settlement Services


7



15



14



9Other






(5
)


(31
)


25117



296



202



160Less:    Depreciation and
    amortization


36



34



36



36Interest expense/(income), net


(5
)


(5
)


14



25Income before income taxes and
    minority
    interest(b)(c)

$
86


$
267


$
152


$
99Net income

$
54


$
163


$
82
(d)

$
66Earnings per share:Basic earnings per share

$
0.22


$
0.65


$
0.33
(d)

$
0.30Weighted average shares


250.5



250.5



251.4



218.6Diluted earnings per share

$
0.22


$
0.65


$
0.32
(d)

$
0.30Weighted average shares


250.5



250.5



252.8



221.1  F-42




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##### Table of Contents



(a)
    
    Represents the elimination of
    transactions primarily between the Real Estate Franchise
    Services segment and the Company Owned Real Estate Brokerage
    Services segment.(b)
    
    Includes separation costs of
    $6 million, $57 million and $3 million in the
    second, third and fourth quarters, respectively, and former
    parent legacy costs of $3 million in the third quarter
    offset by a benefit of $41 million in the fourth quarter.(c)
    
    Includes restructuring charges of
    $12 million, $14 million and $20 million in the
    second, third and fourth quarters, respectively.(d)
    
    As described in Note 2 -
    Summary of Significant Accounting Policies, the Company
    accounted for the change from the long haul method to the
    simplified method to calculate the pool of excess tax benefits
    as a change in accounting principle under SFAS 154. As a
    result, the effect of electing to use the simplified method was
    retroactively applied to the first period affected by the change
    in accounting principle which was the third quarter of 2006. The
    effect on the third quarter of 2006 was to reduce net income by
    $5 million as a result of additional tax expense and reduce
    basic and diluted earnings per share by $0.02.  2005First


Second


Third


FourthNet revenuesReal Estate Franchise Services

$
193


$
280


$
286


$
229Company Owned Real Estate
    Brokerage Services


1,113



1,655



1,667



1,288Relocation Services


105



134



140



116Title and Settlement Services


65



87



93



71Other(a)


(77
)


(110
)


(111
)


(85
)$
1,399


$
2,046


$
2,075


$
1,619EBITDAReal Estate Franchise Services

$
136


$
215


$
219


$
170Company Owned Real Estate
    Brokerage Services


(8
)


116



123



19Relocation Services


20



40



42



22Title and Settlement Services


5



19



21



8Other


1











(1
)154



390



405



218Less:  Depreciation and
    amortization


30



31



34



41Interest expense/(income), net


1



(2
)


(4
)


(2
)Income before income taxes and
    minority
    interest(b)

$
123


$
361


$
375


$
179Net income

$
73


$
218


$
227


$
109Earnings per share - basic and
    diluted

$
0.29


$
0.87


$
0.91


$
0.43Weighted average shares


250.5



250.5



250.5



250.5     (a)
    
    Represents the elimination of
    transactions primarily between the Real Estate Franchise
    Services segment and the Company Owned Real Estate Brokerage
    Services segment.(b)
    
    Includes restructuring charges of
    $4 million, $1 million and $1 million in the
    first, second and third quarters, respectively.  21.
    SUBSEQUENT
    EVENTS     F-43




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##### Table of Contents



F-44




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##### Table of Contents



EXHIBIT INDEX  ExhibitNo.

Exhibit Description1
.1

Purchase Agreement, dated
    October 13, 2006, by and among Realogy Corporation and
    J.P. Morgan Securities, Inc. and Barclays Capital Inc., as
    representatives of the initial purchasers named therein
    (Incorporated by reference to Exhibit 1.1 to the
    Companys Current Report on
    Form 8-K
    filed October 17, 2006)2
.1

Separation and Distribution
    Agreement by and among Realogy Corporation, Cendant Corporation,
    Wyndham Worldwide Corporation and Travelport Inc. dated as of
    July 27, 2006 (Incorporated by reference to
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    dated July 31, 2006)2
.2

Letter Agreement dated
    August 23, 2006 relating to the Separation and Distribution
    Agreement by and among Realogy Corporation, Cendant Corporation,
    Wyndham Worldwide Corporation and Travelport Inc. dated as of
    July 27, 2006 (Incorporated by reference to
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    dated August 23, 2006)2
.3

Agreement and Plan of Merger,
    dated as of December 15, 2006, by and among Domus Holdings
    Corp., Domus Acquisition Corp. and Realogy Corporation
    (Incorporated by reference to Exhibit 2.1 to the
    Companys Current Report on
    Form 8-K
    dated December 18, 2006)3
.1

Amended and Restated Certificate
    of Incorporation of Realogy Corporation (Incorporated by
    reference to Exhibit 3.1 to the Companys Current
    Report on
    Form 8-K
    dated July 14, 2006)3
.2

Amended and Restated By-laws of
    Realogy Corporation (Incorporated by reference to
    Exhibit 3.2 to the Companys Current Report on
    Form 8-K
    dated July 14, 2006)3
.3

Certificate of Designation of
    Series A Junior Participating Preferred Stock of Realogy
    Corporation (Incorporated by reference to Exhibit 3.3 to
    the Companys Current Report on
    Form 8-K
    dated July 14, 2006)4
.1

Rights Agreement dated as of
    July 13, 2006, between Realogy Corporation and Rights
    Agent. (Incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on
    Form 8-K
    dated July 14, 2006)4
.2

Form of Rights Certificate
    (attached as an exhibit to the Rights Agreement filed as part of
    Exhibit 4.1 hereto)4
.3

First Amendment to Rights
    Agreement, dated as of December 15, 2006, by and between
    Realogy Corporation and Mellon Investor Services LLC
    (Incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on
    Form 8-K
    dated December 18, 2006)4
.4

Indenture, dated October 20,
    2006, by and between Realogy Corporation and Wells Fargo Bank,
    National Association, as Trustee. (Incorporated by reference to
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K
    dated October 20, 2006)4
.5

Form of floating rate senior notes
    due October 20, 2009. (Incorporated by reference to
    Exhibit 4.2 to the Companys Current Report on
    Form 8-K
    dated October 20, 2006)4
.6

Form of 6.15% senior notes
    due October 15, 2011. (Incorporated by reference to
    Exhibit 4.3 to the Companys Current Report on
    Form 8-K
    dated October 20, 2006)4
.7

Form of 6.50% senior notes
    due October 15, 2016. (Incorporated by reference to
    Exhibit 4.4 to the Companys Current Report on
    Form 8-K
    dated October 20, 2006)4
.8

Registration Rights Agreement,
    dated October 20, 2006, by and between Realogy and J.P.
    Morgan Securities Inc. and Barclays Capital Inc., as
    representatives of the initial purchasers named therein.
    (Incorporated by reference to Exhibit 4.5 to the
    Companys Current Report on
    Form 8-K
    dated October 20, 2006)10
.1

Tax Sharing Agreement among
    Realogy Corporation, Cendant Corporation, Wyndham Worldwide
    Corporation and Travelport Inc. dated as of July 28, 2006
    (Incorporated by reference to Exhibit 10.1 to the Realogy
    Corporation Current Report on
    Form 8-K
    dated July 31, 2006)10
.2

Transition Services Agreement
    among Realogy Corporation, Cendant Corporation, Wyndham
    Worldwide Corporation and Travelport Inc. dated as of
    July 27, 2006 (Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    dated July 31, 2006)10
.3

Employment Agreement with Henry R.
    Silverman (Incorporated by reference to Exhibit 10.3 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))** G-1




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##### Table of Contents



10
.3(a)

Letter Agreement dated
    December 19, 2006, between Realogy and Henry R.
    Silverman amending Employment Agreement with Henry R.
    Silverman**10
.4

Employment Agreement with Richard
    A. Smith (Incorporated by reference to Exhibit 10.4 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))**10
.4(a)

Amendment to Employment Agreement
    dated as of January 4, 2007, by and between Realogy
    Corporation and Richard A. Smith **10
.5

2006 Equity and Incentive Plan, as
    amended (Incorporated by reference to Exhibit 4.1 to the
    Companys Registration Statement on
    Form S-8
    (File
    No. 333-136057))**10
.6

Employee Stock Purchase Plan
    (Incorporated by reference to Exhibit 10.6 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))**10
.7

Savings Restoration Plan
    (Incorporated by reference to Exhibit 10.7 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))**10
.8

Officer Deferred Compensation Plan
    (Incorporated by reference to Exhibit 10.8 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))
    **10
.9

Non-Employee Directors Deferred
    Compensation Plan (Incorporated by reference to
    Exhibit 10.9 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))**10
.10

2006 Equity and Incentive Plan
    award agreement for restricted stock units (Incorporated by
    reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K
    dated July 31, 2006)**10
.11

2006 Equity and Incentive Plan
    award agreement for stock appreciation rights (Incorporated by
    reference to Exhibit 10.4 to the Companys Current
    Report on
    Form 8-K
    dated July 31, 2006)**10
.12

Amended and Restated Limited
    Liability Company Operating Agreement, dated as of
    January 31, 2005, of PHH Home Loans, LLC, by and between
    PHH Broker Partner Corporation and Cendant Real Estate Services
    Venture Partner, Inc. (Incorporated by reference to
    Exhibit 10.1 to the Cendant Corporation Current Report on
    Form 8-K
    dated February 4, 2005)10
.12(a)

Amendment Number 1 to the
    Amended and Restated Limited Liability Company Operating
    Agreement, dated as of April 2005, of PHH Home Loans, LLC, by
    and between PHH Broker Partner Corporation and Cendant Real
    Estate Services Venture Partner, Inc. (Incorporated by reference
    to Exhibit 10.10(a) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.12(b)

Amendment Number 2 to the Amended
    and Restated Limited Liability Company Operating Agreement,
    dated as of March 31, 2006, of PHH Home Loans, LLC, by and
    between PHH Broker Partner Corporation and Cendant Real Estate
    Services Venture Partner, Inc. (Incorporated by reference to
    Exhibit 10.10(b) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.13

Strategic Relationship Agreement,
    dated as of January 31, 2005, by and among Cendant Real
    Estate Services Group, LLC, Cendant Real Estate Services Venture
    Partner, Inc., PHH Corporation, PHH Mortgage Corporation, PHH
    Broker Partner Corporation and PHH Home Loans, LLC (Incorporated
    by reference to Exhibit 10.2 to the Cendant Corporation
    Current Report on
    Form 8-K
    dated February 4, 2005)10
.13(a)

Amendment Number 1 to the
    Strategic Relationship Agreement, dated May 2005 by and among
    Cendant Real Estate Services Group, LLC, Cendant Real Estate
    Services Venture Partner, Inc., PHH Corporation, PHH Mortgage
    Corporation, PHH Broker Partner Corporation and PHH Home Loans,
    LLC . (Incorporated by reference to Exhibit 10.11(a) to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.14

Trademark License Agreement, dated
    as of February 17, 2004, among SPTC, Inc., Sothebys
    Holdings, Inc., Cendant Corporation and Monticello Licensee
    Corporation (Incorporated by reference to Exhibit 10.12 to
    the Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.14(a)

Amendment No. 1 to Trademark
    License Agreement, dated May 2, 2005, by and among SPTC
    Delaware LLC (as assignee of SPTC, Inc.), Sothebys
    Holdings, Inc., Cendant Corporation and Sothebys
    International Realty Licensee Corporation (f/k/a Monticello
    Licensee Corporation) (Incorporated by reference to
    Exhibit 10.12(a) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852)) G-2




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##### Table of Contents



10
.14(b)

Amendment No. 2 to Trademark
    License Agreement, dated May 2, 2005, by and among SPTC
    Delaware LLC (as assignee of SPTC, Inc.), Sothebys
    Holdings, Inc., Cendant Corporation and Sothebys
    International Realty Licensee Corporation (f/k/a Monticello
    Licensee Corporation) (Incorporated by reference to
    Exhibit 10.12(b) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.14(c)

Consent of SPTC Delaware, LLC,
    Sothebys Holdings, Inc. and Sothebys International
    Realty License Corporation (Incorporated by reference to
    Exhibit 10.12(c) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.14(d)

Joinder Agreement dated as of
    January 1, 2005, between SPTC Delaware, LLC, Sothebys
    Holdings, Inc., and Sothebys, and Cendant Corporation and
    Sothebys International Realty Licensee Corporation10
.15

Lease, dated as of
    December 29, 2000, between One Campus Associates L.L.C. and
    Cendant Operations, Inc. (Incorporated by reference to
    Exhibit 10.13 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.15(a)

First Amendment of Lease, dated
    October 16, 2001, by and between One Campus Associates,
    L.L.C. and Cendant Operations, Inc. (Incorporated by reference
    to Exhibit 10.13(a) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.15(b)

Second Amendment to Lease, dated
    as of June 7, 2002, by and between One Campus Associates,
    L.L.C. and Cendant Operations, Inc. (Incorporated by reference
    to Exhibit 10.13(b) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.15(c)

Third Amendment to Lease, dated as
    of April 28, 2003, by and between DB Real Estate One Campus
    Drive, L.P. and Cendant Operations, Inc. (Incorporated by
    reference to Exhibit 10.13(c) to the Companys
    Registration Statement on Form 10 (File
    No. 001-32852))10
.16

Office Building Lease, dated as of
    August 29, 2003, between MV Plaza, Inc. and Cendant
    Corporation (Incorporated by reference to Exhibit 10.14 to
    the Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.17

Agreement of Lease, dated as of
    August 11, 1997, between MMP Realty, LLC and HFS Mobility
    Services, Inc. (Incorporated by reference to Exhibit 10.15
    to the Companys Registration Statement on Form 10
    (File
    No. 001-32852))10
.17(a)

First Amendment to Agreement of
    Lease, dated as of November 4, 2004, by and between MMP
    Realty, LLC and Cendant Operations, Inc. (Incorporated by
    reference to Exhibit 10.15(a) to the Companys
    Registration Statement on Form 10 (File
    No. 001-32852))10
.17(b)

Second Amendment to Agreement of
    Lease, dated as of April 18, 2005, by and between MMP
    Realty, LLC and Cendant Operations, Inc. (Incorporated by
    reference to Exhibit 10.15(b) to the Companys
    Registration Statement on Form 10 (File
    No. 001-32852))10
.18

Lease Agreement, dated as of
    July 25, 2003, between Cendant Operations, Inc. and Liberty
    Property Limited Partnership (Incorporated by reference to
    Exhibit 10.16 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.19

Lease, dated as of
    November 19, 1997, between HFS, Incorporated and
    Carramerica Realty, L.P. (Incorporated by reference to
    Exhibit 10.17 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.19(a)

First Amendment to Lease, dated as
    of January 27, 1999, between Cendant Operations, Inc. and
    Carramerica Realty, L.P. (Incorporated by reference to
    Exhibit 10.17(a) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.19(b)

Second Amendment of Lease, dated
    as of April 28, 2003, between Cendant Operations, Inc. and
    Carr Texas OP, LP (Incorporated by reference to
    Exhibit 10.17(b) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.19(c)

Third Amendment of Lease, dated as
    of January 1, 2004, between Cendant Operations, Inc. and
    Carr Texas OP, LP (Incorporated by reference to
    Exhibit 10.17(c) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))10
.19(d)

Fourth Amendment of Lease, dated
    as of August 19, 2005, between Cendant Operations, Inc. and
    Carr Texas OP, LP (Incorporated by reference to
    Exhibit 10.17(d) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852)) G-3




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##### Table of Contents



10
.20

Receivables Purchase Agreement
    dated as of April 25, 2000 by and between Cendant Mobility
    Financial Corporation, as originator and seller, and Apple Ridge
    Services Corporation as buyer (Incorporated by reference to
    Exhibit 10.3 to the Cendant Corporation Current Report on
    Form 8-K
    dated February 3, 2005)10
.21

Transfer and Servicing Agreement,
    dated as of April 25, 2000, by and between Apple Ridge
    Services Corporation, as transferor, Cendant Mobility Services
    Corporation, as originator and servicer, Cendant Mobility
    Financial Corporation, as originator and Apple Ridge Funding LLC
    (now known as Cendant Mobility Client-Backed Relocation
    Receivables Funding LLC), as transferee, and Bank One, National
    Association (now JPMorgan Chase Bank, National Association), as
    indenture trustee (Incorporated by reference to
    Exhibit 10.4 to the Cendant Corporation Current Report on
    Form 8-K
    dated February 3, 2005)10
.22

Assignment and Assumption
    Agreement Relating to Performance Guaranty entered into
    December 20, 2004 by PHH Corporation and Cendant
    Corporation and was agreed and consented to and accepted by
    Cendant Mobility Financial Corporation, Apple Ridge Funding LLC
    (now known as Cendant Mobility Client-Backed Relocation
    Receivables Funding LLC) and JPMorgan Chase Bank, National
    Association, as indenture trustee (Incorporated by reference to
    Exhibit 10.6 to the Cendant Corporation Current Report on
    Form 8-K
    dated February 3, 2005)10
.23

Omnibus Amendment, Agreement and
    Consent entered into December 20, 2004 among Cendant
    Mobility Services Corporation (now known as Cartus Corporation),
    Cendant Mobility Financial Corporation (now known as Cartus
    Financial Corporation), Apple Ridge Services Corporation, Apple
    Ridge Funding LLC (then known as Cendant Mobility Client-Backed
    Relocation Receivables Funding LLC), JPMorgan Chase Bank,
    National Association, as indenture trustee, The Bank of
    New York, as paying agent, the insurer and series enhancer
    and the then existing commercial paper conduits and banks as
    noteholders or committed purchasers (Incorporated by reference
    to Exhibit 10.7 to the Cendant Corporation Current Report
    on
    Form 8-K
    dated February 3, 2005)10
.24

Second Omnibus Amendment,
    Agreement and Consent entered into January 31, 2005 among
    Cendant Mobility Services Corporation (now known as Cartus
    Corporation), Cendant Mobility Financial Corporation (now known
    as Cartus Financial Corporation), Apple Ridge Services
    Corporation, Cendant Mobility Client-Backed Relocation
    Receivables Funding LLC (now known as Apple Ridge Funding LLC),
    JPMorgan Chase Bank, National Association, as indenture trustee,
    The Bank of New York, as paying agent, the insurer and series
    enhancer and the then existing commercial paper conduits and
    banks as noteholders or committed purchasers (Incorporated by
    reference to Exhibit 10.8 to the Cendant Corporation
    Current Report on
    Form 8-K
    dated February 3, 2005)10
.25

Indenture Supplement dated as of
    January 31, 2005 among Cendant Mobility Client-Backed
    Relocation Receivables Funding LLC (now known as Apple Ridge
    Funding LLC), JPMorgan Chase Bank, National Association, as
    indenture trustee, and The Bank of New York, as paying agent,
    authentication agent, transfer agent and registrant
    (Incorporated by reference to Exhibit 10.9 to the Cendant
    Corporation Current Report on
    Form 8-K
    dated February 3, 2005)10
.26

Third Omnibus Amendment, Agreement
    and Consent entered into May 12, 2006 among Cendant
    Mobility Services Corporation, Cendant Mobility Financial
    Corporation, Apple Ridge Services Corporation, Cendant Mobility
    Client-Backed Relocation Receivables Funding LLC, JPMorgan Chase
    Bank, National Association, as indenture trustee, The Bank of
    New York, as paying agent, the insurer and series enhancer and
    the then existing commercial paper conduits and banks as
    noteholders or committed purchasers (Incorporated by reference
    to Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    filed September 27, 2006)10
.27

Performance Guaranty dated as of
    May 12, 2006 and effective on and after July 31, 2006
    by Realogy Corporation, in favor of Cendant Mobility Financial
    Corporation (now known as Cartus Financial Corporation), and
    Cendant Mobility Client-Backed Relocation Receivables Funding
    LLC (now known as Apple Ridge Funding LLC) (Incorporated by
    reference to Exhibit 10.2 to the Company s Current
    Report on
    Form 8-K
    filed September 27, 2006)10
.28

Omnibus Waiver and Increase
    entered into September 25, 2006 among Apple Ridge Funding
    LLC (formerly known as Cendant Mobility Client-Backed Relocation
    Receivables Funding LLC), Cartus Corporation (formerly known as
    Cendant Mobility Services Corporation), JPMorgan Chase Bank,
    National Association, as Indenture Trustee, The Bank of New
    York, as Paying Agent, Authentication Agent and Transfer Agent
    and Registrar, the Managing Agents and Purchasers listed on the
    signature pages hereto, and Calyon Corporate and Investment
    Bank, as Administrative Agent (Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed September 27, 2006) G-4




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##### Table of Contents



10
.29

Fourth Omnibus Amendment entered
    into November 29, 2006 among Cartus Corporation, Cartus
    Financial Corporation, Apple Ridge Services Corporation, Apple
    Ridge Funding LLC, The Bank of New York, as successor to
    JPMorgan Chase Bank, N.A., as successor Indenture Trustee, The
    Bank of New York, as paying agent, authentication agent and
    transfer agent and registrar, the Conduit Purchasers, Committed
    Purchasers and Managing Agents party to the Note Purchase
    Agreement defined in the Fourth Omnibus Amendment and Calyon
    Corporate and Investment Bank, as Administrative Agent and Lead
    Arranger (Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed December 4, 2006)10
.30

CMGFSC Purchase Agreement dated as
    of March 7, 2002 by and between Cendant Mobility Services
    Corporation, as originator, and Cendant Mobility Government
    Financial Services Corporation (now known as Cendant Mobility
    Relocation Company) . (Incorporated by reference to
    Exhibit 10.25 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.31

Receivables Purchase Agreement
    dated as of March 7, 2002 by and between Cendant Mobility
    Government Financial Services Corporation (now known as Cendant
    Mobility Relocation Company), as originator and seller, and
    Kenosia Funding, LLC, as buyer (Incorporated by reference to
    Exhibit 10.26 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.32

Fee Receivables Purchase Agreement
    dated as of March 7, 2002 by and between Cendant Mobility
    Services Corporation, as originator, and Kenosia Funding, LLC,
    as issuer (Incorporated by reference to Exhibit 10.27 to
    the Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.33

Servicing Agreement dated as of
    March 7, 2002 by and between Cendant Mobility Services
    Corporation, as originator and servicer, Cendant Mobility
    Government Financial Services Corporation (now known as Cendant
    Mobility Relocation Company), as originator, Kenosia Funding,
    LLC, as issuer, and The Bank of New York, as trustee
    (Incorporated by reference to Exhibit 10.28 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.34

Indenture dated as of
    March 7, 2002 by and between Kenosia Funding, LLC, as
    issuer, and The Bank of New York, as trustee (Incorporated by
    reference to Exhibit 10.29 to the Companys
    Registration Statement on Form 10 (File
    No. 001-32852))10
.35

Omnibus Amendment, Agreement and
    Consent entered into December 20, 2004 among Cendant
    Mobility Services Corporation, Cendant Mobility Government
    Financial Services Corporation (now known as Cendant Mobility
    Relocation Company), Kenosia Funding, LLC, The Bank of New York,
    as trustee, the purchaser of the notes, and the administrative
    agent for the purchaser (Incorporated by reference to
    Exhibit 10.30 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.36

Second Omnibus Amendment,
    Agreement and Consent entered into May 19, 2005 among
    Cendant Mobility Services Corporation, Cendant Mobility
    Relocation Company, Kenosia Funding, LLC, The Bank of New York,
    as trustee, the purchaser of the notes, and the administrative
    agent for the purchaser (Incorporated by reference to
    Exhibit 10.31 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.37

Third Omnibus Amendment, Agreement
    and Consent entered into May 2, 2006 among Cendant Mobility
    Services Corporation, Cendant Mobility Relocation Company,
    Kenosia Funding, LLC, The Bank of New York, as trustee, the
    purchaser of the notes, and the administrative agent for the
    purchaser (Incorporated by reference to Exhibit 10.32 to
    the Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.38

Guaranty, dated as of May 2,
    2006 executed by Realogy Corporation in favor of Cendant
    Mobility Relocation Company and Kenosia Funding, LLC
    (Incorporated by reference to Exhibit 10.33 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.39

Fourth Omnibus Amendment and
    Agreement entered into February 28, 2007 among Cartus
    Corporation, Cartus Relocation Corporation, Kenosia Funding LLC,
    The Bank of New York, as trustee and at the direction of Gotham
    Funding Corporation (Gotham) as holder of 100% of
    the
    series 2002-1
    Notes, Gotham and The Bank of Toyko-Mitsubishi UFJ, Ltd, New
    York Branch as administrative agent10
.40

Receivables Funding Agreement
    dated September 27, 2005 between UK Relocation Receivables
    Funding Limited, as Purchaser, Albion Capital Corporation S.A.,
    as Lender, and The Bank of Tokyo-Mitsubishi, Ltd., London
    Branch, as Funding Agent and Administrative Agent (Incorporated
    by reference to Exhibit 10.34 to the Companys
    Registration Statement on Form 10 (File
    No. 001-32852)) G-5




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##### Table of Contents



10
.41

Receivables Servicing Agreement
    dated September 27, 2005 between UK Relocation Receivables
    Funding Limited, as Purchaser, Cendant Mobility Limited, as
    Servicer, and The Bank of
    Tokyo-Mitsubishi,
    Ltd., London Branch, as Funding Agent and Administrative Agent
    (Incorporated by reference to Exhibit 10.35 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.42

Parent Undertaking Agreement,
    dated September 27, 2005 between Cendant Corporation, as
    Parent, UK Relocation Receivables Funding Limited, as
    Purchaser, and The Bank of Tokyo-Mitsubishi, Ltd., London
    Branch, as Funding Agent (Incorporated by reference to
    Exhibit 10.36 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.42(a)

Deed of Novation and Amendment,
    dated May 16, 2006 between Cendant Corporation, as Existing
    Guarantor, UK Relocation Receivables Funding Limited, as
    Purchaser, Realogy Corporation, as New Guarantor, Cendant
    Mobility Limited, as Servicer, certain companies, as Sellers,
    Albion Capital Corporation S.A., as Lender and the Bank of
    Tokyo-Mitsubishi UFJ, Ltd., as Funding Agent, Administrative
    Agent and Arranger (Incorporated by reference to
    Exhibit 10.36(a) to the Companys Registration
    Statement on Form 10 (File
    No. 001-32852))*10
.43

Employment Agreement with Anthony
    E. Hull (Incorporated by reference to Exhibit 10.37 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))**10
.43(a)

Amendment to Employment Agreement
    dated as of December 22, 2006, by and between Realogy
    Corporation and Anthony E. Hull**10
.44

Credit Agreement, dated as of
    May 25, 2006 among Realogy Corporation, certain financial
    institutions as lenders, JPMorgan Chase Bank, N.A., as
    Administrative Agent, Calyon New York Branch, as Syndication
    Agent, The Bank of Nova Scotia, Barclays Bank PLC and The Bank
    of Tokyo-Mitsubishi UFJ, Ltd., New York Branch as Documentation
    Agents and Citicorp USA, Inc., as Co-Documentation Agent
    (Incorporated by reference to Exhibit 10.38 to the
    Companys Registration Statement on Form 10 (File
    No. 001-32852))10
.45

Interim Term Loan Agreement, dated
    as of May 25, 2006 among Realogy Corporation, certain
    financial institutions as lenders, JPMorgan Chase Bank, N.A., as
    Administrative Agent, The Bank of
    Tokyo-Mitsubishi
    UFJ, Ltd., New York Branch, and Barclays Bank PLC as
    Co-Syndication Agents and Citicorp USA, Inc. and Merrill Lynch
    Bank USA, as Documentation Agents (Incorporated by reference to
    Exhibit 10.39 to the Companys Registration Statement
    on Form 10 (File
    No. 001-32852))10
.46

Form of letter agreement with
    certain executive officers providing severance and change in
    control protection benefits (Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed November 3, 2006)**10
.46(a)

Form of amendment to form of
    letter agreement with certain executive officers providing
    severance and change in control protection benefits**10
.47

Form of Award
    Agreement  Restricted Stock Units (Incorporated by
    reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K
    dated July 31, 2006)**10
.48

Form of Award
    Agreement  Stock Appreciation Rights (Incorporated by
    reference to Exhibit 10.4 to the Companys Current
    Report on
    Form 8-K
    dated July 31, 2006)**12


Computation of Ratio of Earnings
    to Fixed Charges21


Subsidiaries of Realogy Corporation
as of December 31, 200623


Consent of Independent Registered
    Public Accounting Firm31
.1

Certification of CEO Pursuant to
    Section 302 of Sarbanes-Oxley Act of 200231
.2

Certification of CFO Pursuant to
    Section 302 of Sarbanes-Oxley Act of 200232


Certification of CEO and CFO
    Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
    (which is being furnished rather filed with the
    Securities and Exchange Commission)   *
    
    Confidential treatment has been
    granted for certain portions of this Exhibit pursuant to
    Rule 24b-2
    of the Securities Exchange Act of 1934, as amended, which
    portions have been omitted and filed separately with the
    Securities and Exchange Commission.**
    
    Compensatory plan or arrangement. G-6