Note: The following is a verbatim transcription of Realogy Corporation’s 8/23/06 Conference Call. It has been edited from its original version for transcription purposes. August 23, 2006 Realogy Corporation Share Buyback Conference Call Operator: Welcome to the Realogy Corporation Conference Call. This conference is being recorded. If anyone has any objections, you may disconnect at this time. I would now like to introduce Mr. Hank Diamond, Senior Vice President of Investor Relations. Sir, you may begin. Hank Diamond Thank you. Good afternoon everyone and thank you all for joining us. On the call with me today are our Chairman and CEO, Henry Silverman; our Vice Chairman and President, Richard Smith; and Chief Financial Officer, Tony Hull. Before we discuss today's announcement, I would like to remind everyone of four things. First, the rebroadcast, reproduction and retransmission of this conference call and webcast without the express written consent of Realogy Corporation are strictly prohibited. Second, if you did not receive a copy of our press release, it's available on our website at www.realogy.com or on the First Call system. Third, the company will be making statements about its future results and other forward-looking statements during this call. Statements about future results made during the call constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and the current economic environment. Forward-looking statements and projections are inherently subject to significant economic, competitive and other uncertainties and contingencies, which are beyond the control of management. The company cautions that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements and projections are specified in the company's information statement dated July 13, 2006, quarterly report on Form 10-Q for the period ended June 30, 2006, including under headings such as "Risk Factors", and in our press release issued today and filed on Form 8-K. Finally, during the call, the company will be using certain non-GAAP financial measures as defined under SEC rules. Where required, we have provided a reconciliation of those measures to the most directly comparable GAAP measures in the tables in the press release and on our website. Note: The following is a verbatim transcription of Realogy Corporation’s 8/23/06 Conference Call. It has been edited from its original version for transcription purposes. Before I turn the call over to our Chairman, let me briefly review the major points from today's press release. First, Realogy has announced that its Board of Directors has authorized a stock repurchase program for up to 48 million or approximately 19% of the Company's outstanding shares. Second, Realogy's share of the proceeds from the sale of Travelport by Cendant Corporation, which closed earlier today, will be used to fund the repurchase and to reduce Realogy's debt to approximately $2 billion. And finally, the Company's updated projections for the remainder of 2006, Realogy's full-year 2006 revenue is now expected to be between $6.4 billion and $6.7 billion and EBITDA is expected to be between $800 million and $900 million. The new EBITDA range includes five months of Realogy's standalone corporate costs and excludes Cendant residual and separation costs, as well as restructuring costs in the businesses. Now, I would like to turn the call over the Realogy's Chairman and CEO, Henry Silverman. Henry Silverman Thank you, Hank. I am going to briefly comment on our share repurchase program and then I will turn the call over to Richard and Tony to discuss our updated 2006 projections then, of course, we will be happy to take your questions. On Cendant earnings call a few weeks ago, I told you we believe that Realogy shares are being significantly mispriced by the market. Our company is principally a franchisor with a high-free cash flow business model, and our stock is trading at a deep discount to the multiples of our franchise or peers, and even to commercial real estate brokerage companies. Our Board agreed, and as a result, we today announced the program to repurchase almost 20% of our stock. You will also recall, on the Cendant call's beginning a year ago, we told you that growth of the residential real estate market in 2004 and for most of 2005 was not sustainable. With interest rates at historic lows, cash became too expensive to hold, and real estate was one of the asset classes to benefit. Since the fourth quarter of 2005, we have seen as we predicted a reversion to a more normalized macro market condition. In particular, we have seen the departure of speculative investors who had a very positive impact on 2004 and 2005 home sales. That said, as Richard and Tony will elaborate, we believe in the long-term secular growth of the US residential real estate market, driven by compelling demographic trends and a solid economic environment. We expect our company will outperform our markets through the strength of our leading national brands and our strategic initiatives. While earnings will be down in 2006, over the long-term, we believe we can generate consistent earnings growth. Even in 2006, despite the slowdown from 2005's record levels, Realogy is highly profitable, and we expect to generate discretionary free cash flow of about $400 million. Given that free cash flow generation and long-term growth prospects, our Board of Directors has concluded that the best investment we can make with the Travelport proceeds is the repurchase of our own stock. The 48 million share program is the maximum we can repurchase in the near-term due to our tax-free spin-off from Cendant. Depending on the exact timing of the Note: The following is a verbatim transcription of Realogy Corporation’s 8/23/06 Conference Call. It has been edited from its original version for transcription purposes. share price, we expect the total program to be accretive to 2007 EPS by 7% to 10%. From a mechanical standpoint, we will fund the repurchase with about $1 billion of the proceeds from the Travelport sale. This will still leave cash to be used for debt reduction. So, even with a significant share repurchase, our debt will be down to about $2 billion, allowing us to continue to be in a strong liquidity position. We further expect that we will maintain our current investment-grade credit ratings. In order to buy in this magnitude of stock in a relatively short period of time, we are likely to launch a tender offer for the majority of the shares at a time deemed appropriate by our Board. We will then probably follow the tender by open market repurchases and similar methods if needed. We will likely buy about two-thirds in the tender, so we will have some dry powder in the event that our shares don't perform as we anticipate after the tender is completed. As I said before, our Board and our management are committed to unlocking long-term value for our shareholders and the repurchase plan we announced today is an important part of that process. With that, I will turn the call over to Richard and Tony to discuss our updated 2006 outlook. Richard Smith Thank you, Henry. I am going to discuss the recent trends we've been seeing the residential real estate market and our outlook for the remainder of the year. Tony Hull, our CFO, will review recent volume and pricing trends, and then I will discuss why we remain confident in the long-term growth of the business, and what may happen over the next year or so based on what has happened historically during other periods of moderating real estate trends. As Henry mentioned on the last Cendant call, summer is our Christmas season with our July results finalized and a better look into August, we are now in a position to update our projections for the remainder of the year. As a result, we are lowering our forecast for 2006 as a disconnect between buyers' and sellers' expectations that we were seeing earlier in the year has not abated, resulting in lower than anticipated transaction volumes. So, what do we know now that we didn't know in mid-July? One, our closed sides in July came in lower than expected. Two, July and August open contracts are also below forecast, which will impact our closed business in the remainder of the third quarter and predictably the balance of the year. Three, inventory levels which have been unsustainably low have continued to increase in most NRT markets to levels that are more consistent with a normal real estate environment. Four, national purchase mortgage applications fell about 15% in July. And last and most recently, NAR announced today that July existing home sales were down about 11% year-over-year and about 4% versus June. So, while the market is clearly moderating in 2006, more quickly into a larger degree than we had anticipated, what we are seeing is as predicted a return to a more sustainable historically normal market. To put things in perspective, 2006 is still expected to be the third best year in the history of the US residential real estate market. Our Company remains highly profitable and free cash flow positive and as I will discuss in Note: The following is a verbatim transcription of Realogy Corporation’s 8/23/06 Conference Call.