Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32852 REALOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-4381990 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification Number) organization) One Campus Drive 07054 Parsippany, NJ (Zip Code) (Address of principal executive offices) (973) 407-2000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, Par Value $0.01 New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No As of June 30, 2006, the last business day for the Registrant’s most recently completed second fiscal quarter, there was no established public trading market for the Registrant’s Common Stock, par value $0.01. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant (assuming solely for the purposes of this calculation that all directors and executive officers of the Registrant are “affiliates”) as of February 14, 2007 was approximately $6,422,685,041 (based upon the closing price of $29.85 per share as reported by the New York Stock Exchange on that date). As of February 20, 2007, 217,622,887 shares of the Registrant’s Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents Page Special Note Regarding Forward-Looking Statements 2 Trademarks and Service Marks 3 Industry Data 3 PART I Item 1. Business 4 Item 1A. Risk Factors 25 Item 2. Properties 41 Item 3. Legal Proceedings 42 Item 4. Submission of Matters to a Vote of Security Holders 51 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 52 Item 6. Selected Financial Data 53 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 79 Item 8. Financial Statements and Supplementary Data 79 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 79 Item 9A. Controls and Procedures 79 Item 9B. Other Information 80 PART III Item 10. Directors, Executive Officers and Corporate Governance 80 Item 11. Executive Compensation 86 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13. Certain Relationships and Related Transactions, and Director Independence 104 Item 14. Principal Accountant Fees and Expenses 107 PART IV Item 15 Exhibits, Financial Statement Schedules 108 SIGNATURES 109 Exhibit Index G-1 EX-10.3.A: LETTER AGREEMENT EX-10.4.A: AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.14.D: JOINDER AGREEMENT EX-10.39: FOURTH OMNIBUS AMENDMENT AND AGREEMENT EX-10.43.A: AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.46.A: FORM OF AMENDMENT TO FORM OF LETTER AGREEMENT EX-12: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EX-21: SUBSIDIARIES EX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-31.1: CERTIFICATION EX-31.2: CERTIFICATION EX-32: CERTIFICATION Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including the Risk Factors identified in Item 1A of this Annual Report; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward- looking statements. Expressions of future goals, expectations and similar expressions including, without limitation, “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause our actual results to differ materially from those described in the forward-looking statements: the failure to complete the proposed merger with affiliates of Apollo Management VI, L.P. (“Apollo”); adverse developments in general business, economic and political conditions or any outbreak or escalation of hostilities on a national, regional or international basis; a decline in the number of home sales and/or prices; competition in our existing and future lines of business and the financial resources of competitors; our failure to comply with laws and regulations and any changes in laws and regulations; local and regional conditions in the areas where our franchisees and brokerage operations are located; our inability to access capital and/or securitization markets on favorable commercial terms; a downgrade in our debt ratings; risks inherent in Realogy’s separation from Cendant and the related transactions; and risks inherent in the merger with Apollo, if consummated. These factors and others are described in more detail below in Item 1A entitled “Risk Factors.” There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents we from time to time file with, or furnish to, the Securities and Exchange Commission (“SEC”), particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. 2 Table of Contents TRADEMARKS AND SERVICE MARKS We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our business. Some of the more important trademarks that we own or have rights to use that appear in this Annual Report include the CENTURY 21®, COLDWELL BANKER®, ERA®, THE CORCORAN GROUP®, COLDWELL BANKER COMMERCIAL® and SOTHEBY’S INTERNATIONAL REALTY® marks, which are registered in the United States and registered or pending registration in other jurisdictions. Each trademark, trade name or service mark of any other company appearing in this Annual Report is owned by such company. INDUSTRY DATA This Annual Report includes industry and trade association data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other information available to us. Some data is also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. As noted in this report, the National Association of Realtors (“NAR”) and the Federal National Mortgage Association (“FNMA”) were the primary sources for third-party industry data and forecasts. Forecasts regarding rates of home ownership, median sales price, volume of home sales, and other metrics included in this report to describe the housing industry are inherently speculative in nature and actual results for any period may materially differ. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on market data currently available to us. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under Item 1A entitled “Risk Factors” in this report.