¨	Preliminary Proxy Statement

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¨	Definitive Additional Materials

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•	to elect two Directors for a three-year term;

•	to vote on a proposal to amend our Amended and Restated Certificate of Incorporation to eliminate the classification of our Board of Directors and thereby provide for the annual election of Directors;

•	to vote on a proposal to amend our Amended and Restated Certificate of Incorporation to eliminate provisions related to Apollo (as defined in the attached proxy statement);

•	to vote on an advisory resolution to approve executive compensation;

•	to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2014; and

•	to transact any other business that may be properly brought before the meeting or any adjournment or postponement of the meeting.

•	receive notice of the meeting; and

•	vote at the meeting and any adjournments or postponements of the meeting for which no new record date is set.

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•	the election of two Directors for a three-year term (nominations for Director must comply with our Bylaws including the applicable notice requirements);

•	the amendment of our Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to eliminate the classification of our Board and thereby provide for the annual election of Directors;

•	the amendment of our Certificate of Incorporation to eliminate provisions related to Apollo (as defined in this proxy statement);

•	the advisory approval of our executive compensation program;

•	the ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2014; and

•	to transact any other business that may be properly brought before the meeting or any adjournment or postponement of the meeting.

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•	by telephone by calling the toll-free number 800-652-VOTE (8683) (have your Notice or proxy card in hand when you call);

•	by Internet at www.investorvote.com/rlgy (have your Notice or proxy card in hand when you access the website);

•	if you have requested and received a printed copy of the annual meeting materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or

•	in person at the annual meeting (please see below under "How do I attend the meeting?").

•	FOR the election of each of the Director nominees;

•	FOR the amendment of our Certificate of Incorporation to eliminate the classification of our Board and thereby provide for the annual election of Directors;

•	FOR the amendment of our Certificate of Incorporation to eliminate provisions related to Apollo;

•	FOR the stockholder advisory vote to approve our executive compensation program; and

•	FOR the ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2014.

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•	Realogy Holdings does not currently employ, and has not within the last three years employed, the Director or any of his or her immediate family members (except, in the case of immediate family members, in a non-executive officer capacity).

•	The Director is not currently, and has not within the last three years been, employed by Realogy Holdings' present auditors, nor has any of his or her immediate family members been so employed (except in a non-professional capacity not involving Realogy Holdings' business).

•	Neither the Director, nor any of his or her immediate family members, is, or has been within the last three years, part of an "interlocking directorate" in which an executive officer of Realogy Holdings serves on the compensation (or equivalent) committee of another company that employs the Director or his or her immediate family member as an executive officer.

•	The Director is not a current employee, nor is an immediate family member a current executive officer, of a company that has made payments to, or received payments from, Realogy Holdings for property or services in an amount in any of the last three fiscal years, exceeding the greater of $1,000,000 or 2% of such other company's consolidated gross revenues.

•	The Director currently does not have, and has not had within the past three years, a personal services contract with Realogy Holdings, its chairman and chief executive officer or other executive officer.

•

The Director has not received, and such Director's immediate family member has not received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Realogy Holdings (other than (i) Realogy Holdings Board of Director fees and committee fees, (ii) pension or other forms of deferred compensation from prior service so long as such compensation is not contingent in any way on continued service and (iii) in the case of an immediate family member, compensation as a non-executive officer employee of Realogy Holdings).

•	The Director is not currently an officer or director of a foundation, university or other non-profit organization to which Realogy Holdings Corp. within the last three years gave directly, or indirectly, through the provision of services, more than the greater of (i) 2% of the consolidated gross revenues of such organization during any single fiscal year or (ii) $1,000,000.

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•	systems of internal control over financial reporting and disclosure controls and procedures;

•	the integrity of the financial statements;

•	the qualifications, engagement, compensation, independence and performance of the independent auditors and the internal audit function;

•	compliance with legal and regulatory requirements;

•	review of material related party transactions; and

•	compliance with, adequacy of, and any requests for written waivers sought with respect to any executive officer or director under, the code of ethics.

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•	reviewed and discussed with management and the independent auditors Realogy's quarterly earnings, press releases, consolidated financial statements and related periodic reports filed with the SEC;

•	in coordination with the Board, reviewed and discussed with management and the independent auditors Realogy's disclosures in the prospectuses relating to the April 2013 and July 2013 secondary public offerings and the offering memorandum relating to Realogy's April 2013 issuance of 3.375% Senior Unsecured Notes;

•	reviewed with the CEO, the CFO and other members of management, the processes that management has in place with respect to evaluating the accuracy and fair presentation of its financial statements and the effectiveness of Realogy's disclosure controls and procedures and internal controls over financial reporting;

•	reviewed with management and the independent auditor management's assessment of the effectiveness of Realogy's internal control over financial reporting and the independent auditor's opinion about the effectiveness of Realogy's internal controls over financial reporting;

•	considered and discussed with management, the internal auditor and the independent auditor, as appropriate, the audit scopes and plans of both the independent auditor and the internal auditor;

•	provided oversight with respect to the Company's policy with respect to derivatives and the Company's policies with respect to tax accounting;

•	in coordination with the Board, reviewed Realogy's risk assessment and risk management policies and assessed steps management is taking to control these risks;

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•	approved the Company's annual ethics and compliance program and received quarterly updates on the progress of the program;

•	conferred regularly with the General Counsel on legal matters;

•	promoted a culture of high respect for the Company's audit functions; and

•	met in periodic executive sessions with management, the internal auditors and the independent auditors.

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•

oversee management compensation policies and practices, including, without limitation, (i) determining and approving the compensation of the Chief Executive Officer and the other executive officers of Realogy Holdings and Realogy Group, (ii) reviewing and approving management incentive policies and programs and exercising discretion in the administration of such programs, (iii) reviewing and approving equity compensation programs for employees, and exercising discretion in the administration of such programs, and (iv) stock ownership and clawback policies applicable to the senior management group or other employees;

•	review and make recommendations to the Nominating and Corporate Governance Committee with respect to the compensation of and reimbursement and stock ownership policies for members of the Boards of Directors of Realogy Holdings and Realogy Group;

•	provide oversight concerning selection of officers, expense accounts and severance plans and policies of Realogy Holdings and Realogy Group;

•	review and discuss with management the Company's compensation discussion and analysis that is included in this proxy statement; and

•	prepare an annual compensation committee report, provide regular reports to the Realogy Holdings and Realogy Group Boards, and take such other actions as are necessary and consistent with the governing law and the organizational documents of Realogy Holdings.

•	implementation and review of criteria for membership on our Board of Directors and its committees;

•	identification and recommendation of proposed nominees for election to our Board of Directors and membership on its committees;

•	development of and recommendation to our Board of Directors of principles regarding corporate governance and related matters (including management succession planning);

•	review of, and make recommendations to the Board relating to, the compensation of and reimbursement and stock ownership policies for members of the Boards of Directors of Realogy Holdings and Realogy Group; and

•	overseeing the evaluation of the Board of Directors.

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(1)	Members of the Board who are also officers or employees of Realogy Holdings or its subsidiaries (e.g., our Chairman and Chief Executive Officer) do not receive compensation for serving as directors. A Chair of a committee receives a Chair fee as well as a fee as a member of that committee.

(2)

The annual Director retainer (the "Retainer") is paid as follows: $70,000 in cash, payable in quarterly installments, and $100,000 in the form of restricted stock units. The restricted stock units vest one year following the date of grant (or in the case of a new director appointed in between annual meetings of stockholders, the award is pro-rated for the period between the date of grant and the following April 30th and vest on or about the following April 30th). Prior to May 2013, the guidelines provided for a non-qualified option grant rather than a restricted stock unit award. The options have a term of ten years, an exercise price equal to the fair market value of the common stock on the date of grant, and become exercisable at the rate of 25% per year, commencing one year from the date of grant.

(3)

Commencing May 2013, the grant is made in the form of restricted stock units that vest over a three-year period, in equal annual installments commencing one year from the date of grant. Prior to May 2013, the grant was made in the form of non-qualified stock options. The options have a term of ten years, an exercise price equal to the fair market value of the common stock on the date of grant, and become exercisable at the rate of 25% per year, commencing one year from the date of grant.

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(1)	Commencing January 1, 2014, Marc E. Becker, our sole Non-Management Director, receives compensation for serving as a Director. Footnote (11) to the table in the section of this proxy statement captioned "Ownership of Our Common Stock" discloses Mr. Becker's holding of 713 shares underlying granted, but unvested, restricted stock units.

(2)

The table reflects the grant date fair value of restricted stock unit awards computed in accordance with FASB ASC Topic 718 and, in the case of Messrs. Alvarez and White and Ms. Dias the aggregate grant date fair value of fees paid on a quarterly basis in the form of deferred stock units. The restricted stock unit awards granted to Messrs. White and Williams and Ms. Hailey had a grant date fair value of $100,071. The restricted stock unit awards granted to Ms. Bibliowicz and Ms. Dias had a grant date fair value of $183,373 (consisting of $100,000 for the New Director Equity Grant and the $100,000 annualized Independent Director retainer, pro-rated from the date of grant until the 2014 Annual Meeting of Stockholders). The restricted stock unit awards granted to Mr. Alvarez had a grant date fair value of $166,724 (consisting of $100,000 for the New Director Equity Grant and the $100,000 annualized Independent Director retainer, pro-rated from the date of grant until the 2014 Annual Meeting of Stockholders). The assumptions we used in determining the grant date fair value are described in Note 12, "Stock-Based Compensation" to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.

(3)

As of December 31, 2013, each of the Independent Directors held the following aggregate number of restricted stock and/or restricted stock unit awards: Mr. Alvarez—4,002 shares; Ms. Bibliowicz—3,777 shares; Ms. Dias—3,777 shares; Ms. Hailey—5,942 shares; Mr. White—1,973 shares; and Mr. Williams—1,973 shares. As of December 31, 2013, Mr. Alvarez, Ms. Dias and Mr. White held the following aggregate number of deferred stock units: 542, 871 and 1,029, respectively.

(4)

On January 24, 2013, Mr. White was granted two non-qualified options to purchase shares of common stock, one to purchase 1,298 shares and the other to purchase 5,190 shares, each at an exercise price of $44.30 per share, which become exercisable at the annual rate of 25% of the total number of shares underlying the option commencing January 24, 2014, one year from the date of grant, subject to his continued service on our Board of Directors. The option for 1,298 shares represents the stock portion of Mr. White's annualized Independent Director retainer, pro-rated until the 2013 Annual Meeting of Stockholders, and the option for 5,190 shares represents his new Director equity grant. We determined the grant date fair value of these options on the date of grant ($19.27 per share or $125,023 in the aggregate). The table reflects the aggregate grant date fair value of these options computed in accordance with FASB ASC Topic 718. The assumptions we used in determining the grant date fair value of these options are described in Note 12, "Stock-Based Compensation" to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.

(5)	As of December 31, 2013, each of the following Independent Directors held options to purchase the aggregate number of shares as follows: Ms. Hailey—17,364 options; Mr. White—6,488 options; and Mr. Williams—9,573 options.

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*	Less than one percent.

(1)	The information in the table is based solely upon Amendment No. 1 to Schedule 13G filed by such person with the Securities and Exchange Commission ("SEC") on February 14, 2014. The principal address for Lone Pine Capital LLC is Two Greenwich Plaza, Greenwich, Connecticut 06830. Lone Pine Capital LLC reported shared voting and dispositive power over all 12,430,198 shares of Common Stock.

(2)	The information in the table is based solely upon Amendment No. 1 to Schedule 13G filed by such person with the SEC on February 14, 2014. The principal address for Paulson & Co. Inc. is 1251 Avenue of the Americas, 50th Floor, New York, New York 10020. Paulson & Co. Inc. reported sole voting and dispositive power over all 12,000,000 shares of Common Stock.

(3)	The information in the table is based solely upon Amendment No. 1 to Schedule 13G filed by such person with the SEC on February 14, 2014. The principal address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. FMR reported sole dispositive power over all 8,485,974 shares of Common Stock and sole voting power over 1,274,612 shares of Common Stock.

(4)

The information in the table is based solely upon Schedule 13G filed by such person with the SEC on February 12, 2014. The principal address for the Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard reported sole voting power over 136,462 shares of Common Stock, sole dispositive power over 8,236,092 shares of Common Stock and shared dispositive power over 118,362 shares of Common Stock.

(5)	Includes 288,864 shares of Common Stock underlying options and 121,924 shares subject to vesting under restricted stock agreements. Does not include an additional 467,817 shares of Common Stock underlying options and shares issuable under a performance share unit award that do not become exercisable or issuable within 60 days of March 7, 2014.

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(6)

Includes 88,163 shares of Common Stock underlying options and 18,164 shares subject to vesting under restricted stock agreements. Does not include an additional 136,298 shares of Common Stock underlying options, 27,267 shares of Common Stock subject to restricted stock unit awards, shares issuable under a performance share unit award or 3,892 shares issuable under deferred stock units that do not become exercisable, issuable or settleable within 60 days of March 7, 2014.

(7)

Includes 15,091 shares of Common Stock underlying options and 24,448 shares subject to vesting under restricted stock agreements. Does not include an additional 87,993 shares of Common Stock underlying options, 5,551 shares of Common Stock subject to a restricted stock unit award or shares issuable under a performance share unit award that do not become exercisable or issuable within 60 days of March 7, 2014.

(8)

Includes 73,267 shares of Common Stock underlying options and 31,132 shares subject to vesting under restricted stock agreements. Does not include an additional 100,658 shares of Common Stock underlying options, 6,427 shares of Common Stock subject to a restricted stock unit award or shares issuable under a performance share unit award that do not become exercisable or issuable within 60 days of March 7, 2014.

(9)

Includes 71,725 shares of Common Stock underlying options and 30,026 shares subject to vesting under restricted stock agreements. Does not include an additional 108,822 shares of Common Stock underlying options, 6,719 shares of Common Stock subject to a restricted stock unit award or shares issuable under a performance share unit award that do not become exercisable or issuable within 60 days of March 7, 2014.

(10)	Does not include 4,002 shares of Common Stock subject to restricted stock unit awards or 931 shares issuable under deferred stock units that will not vest or become settleable within 60 days of March 7, 2014.

(11)	Does not include 713 shares of Common Stock subject to restricted stock unit awards that will not vest within 60 days of March 7, 2014.

(12)	Does not include 3,777 shares of Common Stock subject to restricted stock unit awards that will not vest within 60 days of March 7, 2014.

(13)	Does not include an additional 3,777 shares of Common Stock subject to restricted stock unit awards or 871 shares issuable under deferred stock units that will not vest or become settleable within 60 days of March 7, 2014.

(14)	Includes 12,232 shares of Common Stock underlying options and 1,869 shares subject to vesting under restricted stock agreements. Does not include an additional 5,132 shares of Common Stock issuable upon the exercise of options or 1,973 shares subject to restricted stock units that do not become exercisable or settleable within 60 days of March 7, 2014.

(15)	Consists of 1,621 shares of Common Stock underlying options. Does not include an additional 4,867 shares of Common Stock underlying options that remain subject to vesting, 1,973 shares subject to restricted stock unit awards or 1,029 shares issuable under deferred stock units that do not become exercisable, issuable or settleable within 60 days of March 7, 2014.

(16)	Consists of 2,392 shares of Common Stock underlying options. Does not include an additional 7,181 shares of Common Stock underlying options or 1,973 shares issuable under a restricted stock unit award that do not vest or become exercisable within 60 days of March 7, 2014.

(17)

Includes or excludes, as the case may be, shares of Common Stock as indicated in the preceding footnotes. In addition, with respect to our other executive officers who are not named executive officers, this amount includes 136,894 shares of Common Stock underlying options and 47,524 shares issuable under restricted stock awards, but does not include 239,184 additional shares of Common Stock issuable upon exercise of options, 20,608 shares subject to restricted stock unit awards, 4,288 shares issuable under deferred stock units or shares issuable under performance share unit awards that do not become exercisable, issuable or settleable within 60 days of March 7, 2014.

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•	five directors (including our CEO) are current or former chief executive officers or presidents of mid or large-cap publicly-traded companies;

•	four directors have significant industry knowledge;

•	three directors are women;

•	one director is Hispanic;

•	one director is Asian; and

•	the age range for the directors is 41-63.

•	industry knowledge, which is vital in understanding and reviewing our strategy;

•	significant operating experience as current or former executives, which gives directors specific insight into, and expertise that fosters active participation in, the development and implementation of our operating plan and business strategy;

•	leadership experience, as directors who have served in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others;

•	accounting, financial and/or capital markets expertise, which enables directors to analyze our financial statements, capital structure and complex financial transactions and oversee our accounting and financial reporting processes;

•	technology and/or marketing experience; and

•	public company board and corporate governance experience at mid-cap or large publicly traded companies, which provides directors with a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of greater transparency, accountability for management and the Board and protection of stockholders' interests.

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•

provide that any contract or transaction between the Company and any other entity will not be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the Company are interested in, or are directors, officers, partners, or members of such other entity (such directors, officers, and entities, each a "Related Person") as long as the fact that such person is a Related Person is disclosed or known to the Board or a majority of directors present at any meeting of the Board at which action upon any such contract or transaction is taken and the interested directors may vote to authorize any such contract or transaction, with like force and effect as if such person were not a Related Person (collectively, the foregoing provisions are referred to herein as the "Related Person Provisions");

•

renounce any interest or expectancy by the Company in any business of Apollo or in any potential transaction or matter presented to Apollo or an officer, director, employee, managing director or other affiliate of Apollo (an "Apollo Covered Person") that may constitute a corporate opportunity for both Apollo and the Company and that the Apollo Covered Persons will not be liable to the Company or its stockholders for breach of any fiduciary duty by reason of any such activities, except that any corporate opportunity that is expressly offered to any person who is a director or officer of the Company in writing solely in his or her capacity as an officer or director of the Company shall belong to the Company (collectively, the foregoing provisions are referred to herein as the "Corporate Opportunities Provisions");

•	provide that, for so long as Apollo owns at least 25% of the voting power of all the shares of the Company and casts its votes in favor of the proposed action, directors may be removed by the affirmative vote of the holders of a majority of the votes (as opposed to 75% of the votes) which all the stockholders would be entitled to cast in any annual election of directors;

•

provide that, for so long as Apollo owns a majority of the voting power of all the shares of the Company, the stockholders of the Company may act by written consent in lieu of a meeting of stockholders if a consent is signed by the holders of outstanding common stock of the Company not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of stockholders; and

•	provide that, for so long as Apollo owns at least 25% of the voting power of all the shares of the Company and casts its votes in favor of the proposed action, the Certificate of Incorporation and the Bylaws may be modified, amended or repealed by the affirmative vote of the holders of a majority of (as opposed to 75% of) all the shares entitled to vote thereon.

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•	Section 7 of Article V would be amended to delete the proviso relating to the lower voting requirement for removal of directors when Apollo owns at least 25% of the voting power of all the shares of the Company;

•	Article VII would be amended to delete the second sentence thereof allowing stockholders to act by written consent when Apollo owns a majority of the voting power of all the shares of the Company and to delete the phrase ", subject to the next sentence," in the first sentence thereof;

•	Article XI would be deleted in its entirety to eliminate the Related Person Provisions and the Corporate Opportunities Provisions;

•	Article XIII would be amended to eliminate the lower voting requirements for the amendment of the Certificate of Incorporation and Bylaws when Apollo owns at least 25% of the voting power of all the shares of the Company by deleting the provisos in the second and third paragraphs thereof; and

•	Article XII through Article XV (as amended hereby) would be re-numbered as Article XI through Article XIV, respectively.

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•	Effective July 22, 2013, the Apollo-appointed director who had chaired the Committee since 2008 resigned both as Chair and a member of the Committee. Effective August 2013, an independent director was appointed Chair of the Committee and the size of the Committee was expanded to four independent directors.

•

The newly constituted, fully independent Committee began a complete review of compensation practices, with an initial focus on long-term incentives. Within weeks of its first meeting in early August, the Committee determined that it would retain a new independent compensation advisor, Frederic W. Cook & Co., Inc. ("Cook"), to make recommendations relating to the development of a new comprehensive executive compensation program for the named executive officers. This work included a competitive pay analysis based upon a new peer group as well as a review of survey and other data; study of the design, components and size for a long-term incentive program for 2014; and the evaluation of proposed metrics for the portion of the long-term incentive plan that would be performance based. The cornerstone for the 2014 long-term incentive plan was the development of a performance-based component representing at least 66% of the total long-term award to the NEOs.

•	The Committee reconfirmed prior decisions to discontinue solely retention-based plans, recommitted to the use of equity incentives that contain double triggers on a change-of-control, and reaffirmed stock ownership guidelines for both management and the Company's independent directors.

•	The CEO employment agreement was amended to eliminate the excise tax gross-up provision.

•	The Company's trading policies were broadened to prohibit hedging and pledging by all employees (and to eliminate any ability to grant exceptions to the prohibition).

•	The Company adopted a new clawback policy.

•

The Committee determined that it would not approve equity awards to the NEOs until it had concluded its review of compensation practices to assure an appropriate transition from private equity compensation practices to those more suited to a public company. This review was not completed until 2014 and accordingly, no new long-term incentive awards were granted in 2013. The long-term incentive payments that occurred in 2013 were associated with the conclusion of the performance-based, private equity-designed compensation plan implemented in January 2011, referred to in this discussion as the "Phantom Value Plan."

•	In January 2014, the Company adopted a new executive compensation philosophy described below.

•	In February 2014, the Company granted stock-based incentive awards to the NEOs under a new long-term incentive program with performance-based plan components.

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•	Continued Debt Reduction with A Focus on High Interest Debt. By year end 2013, total debt (excluding securitizations) had decreased from $4.4 billion at the end of 2012 to $3.9 billion at the end of 2013. In addition, the annual run-rate for our cash interest payments fell from approximately $315 million projected at the beginning of 2013 to $240 million.

•	Revenue Growth. Company revenue grew to $5.3 billion for 2013 from $4.7 billion for 2012, a 13% increase.

•	Adjusted EBITDA Growth. Company Adjusted EBITDA grew to $796 million from $674 million, a 18% increase year over year.

•	Volume Growth. Homesale transaction volume at RFG and NRT combined increased 18% in 2013 compared to 2012.

•	Net Income Growth. Net income grew by $981 million to $438 million in 2013 from a net loss of $543 million in 2012.

•	EPS Improvement. Basic earnings per share or EPS grew to $3.01 versus a loss of $14.41 in 2012.

•	Acquisitions. The Company continued successful acquisitions and increased the number of independent sales agents by approximately 1,000 to 42,300.

•	Increased Franchise Sales. Franchise sales, as measured in gross commission income of the franchisees, increased by 9% over 2012.

•	Focus on Integrity. The Company was recognized for the second consecutive year by Ethisphere as one of the World's Most Ethical Companies.

•

Continued Stock Price Growth. The Company's stock price increased 18% during 2013 to $49.47 per share, while absorbing the sale of approximately 65 million shares (representing approximately 45% of the outstanding shares at the beginning of 2013) by affiliates of Apollo in April and July 2013 in secondary public offerings. From the October 10, 2012 IPO price of $27 per share through December 31, 2013, the Company's stock price increased 83% (or 45% from the closing sale price on October 11, 2012, the first day of trading as a public company). In 2012, the stock price had climbed to $41.96 per share by year end 2012, a 55% increase from the IPO price in less than three months.

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•	attraction and retention of high-performing executives;

•	a pay-for-performance focus that ties a meaningful portion of pay to business performance, both short and long-term;

•	alignment of compensation with stockholder interests in both short-term performance and long-term value creation;

•	reinforcement of ethical behavior and practices;

•	discouragement of excessive risk; and

•	flexibility to respond to the necessities of a cyclical industry.

•	Future target total compensation should be set at the outset of the compensation period by taking into account compensation paid to similarly-situated executives, with flexibility to vary individual executive compensation to specific factors such as tenure, experience, proficiency in role, criticality to the organization and other business needs; and

•	All actual payments on incentive components should be a function of Company operating, financial, and stock performance during the performance period.

•	base salary;

•	annual cash incentive award;

•	payments under a 2011 long-term incentive plan, consisting of either cash or alternatively fully vested shares and an incentive of supplemental restricted stock grants vesting one year following the date of grant for selecting stock payment; and

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•	severance and other benefits and limited perquisites.

(1)	EBITDA targets are before Phantom Value Plan, extinguishment of debt, legacy and restructuring expenses.

(2)	Consolidated Realogy EBITDA exceeds the sum of the four Business Unit EBITDAs due primarily to the inclusion of the NRT intercompany royalty and PHH Home Loan earnings, net of corporate expense in the consolidated results.

(3)	RFG EBITDA target excludes intercompany royalty from NRT.

(4)	NRT EBITDA target excludes PHH Home Loans earnings.

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•	continue to reduce operating expenses without damaging the core business, maintain or grow market position and preserve the value of its brands;

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•	manage cash and debt to stay in compliance with debt covenants and other financial obligations;

•	create opportunities to grow the business despite the downturn; and

•	refinance debt to extend maturities and remain in compliance with its covenants and preserve liquidity.

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1.

Successful execution of February 2011 Refinancing of Credit Agreement. In February 2011, the Company entered into an amendment to its Senior Secured Credit Agreement and an Incremental Assumption Agreement to extend maturities on over $3 billion of senior term and revolving debt from 2013 to 2016, to convert $98 million in revolving loans to term loans and to allow for the issuance of new First and a Half Lien Notes.

2.

Successful February 2011 debt offering to promote flexibility in managing debt obligations. The Company issued $700 million of First and a Half Lien Notes in February 2011, the proceeds of which were used to prepay a portion of the first lien term loans that had been extended to 2016, thereby reducing first lien term loans and providing meaningful cushion for compliance with the senior secured leverage ratio under the credit agreement while the Company awaited a housing recovery.

3.	Successful execution of February 2012 refinancing of near-term credit agreement maturities and further reduction of first lien senior debt. In February 2012, the Company successfully refinanced the remaining $918 million of credit agreement indebtedness with maturity dates in 2013 by issuing new secured notes due in 2020.

4.	Successful preparation of the Company for an IPO. Throughout 2011 and early 2012, the Company took various actions that involved only modest expenditures to position its brands and businesses to take advantage of a housing market recovery, the early stage of which began in 2012.

5.

Successful launch of an IPO in the fourth quarter of 2012 as the housing market began a recovery. The Company launched and priced its IPO at $27 a share and raised approximately $1.2 billion in net proceeds. By year-end 2012, our stock had traded up to $41.96 per share, or a 55% gain. From October 10, 2012, the date of the Company's IPO, to year-end 2013, the stock increased 83% (or 45% from the $34.20 per share closing sale price on October 11, 2012, the first day of trading as a public company).

6.

Substantial debt reduction for the Company from the IPO-related debt into equity conversion of the Convertible Notes. Holders of $2.110 billion of Convertible Notes converted their debt into equity in connection with the IPO resulting in an immediate debt reduction of a similar amount. As part of the conversion, the Affiliate Notes were converted into 57.4 million shares of Common Stock (the "Affiliate Shares"). The conversion of this debt reduced the Company's annual interest expense by approximately $232 million.

7.	Use of the IPO proceeds to further reduce debt. By April 2013, the Company had used the debt conversion, the IPO proceeds and other financing actions to reduce total debt at the Company from over $7 billion in early 2012 to $4 billion. It also had reduced annual cash interest payments from $650 million in 2011 to a new annual run rate (as of March 2013) of $300 million.

8.	Successful March 2013 refinancing of Credit Agreement debt. In March 2013, the Company amended and restated its Credit Agreement, which, among other things, extended the maturity of the term loan by four years and extended the maturity of the revolving credit facility by two years to March 2018.

9.	Successful April 2013 Refinancing of remaining high interest unsecured notes. In April 2013, the Company successfully completed an offering of $500 million of 3.375% unsecured notes due 2016 and used the proceeds to redeem the $475 million of 11.50% senior unsecured notes due 2017, reducing annual cash interest payments by an additional $38 million.

10.	Sales of the Affiliate Shares by the Private Equity Affiliate for Cash. The Private Equity Affiliate sold all of its Affiliate Shares for cash—62% of its holdings shares were sold in April 2013 in a secondary public offering at a price of $44.00 per share and the remaining 38% were sold in July 2013, also in secondary public offering at $47.57 per share.

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(1)	The NEOs received the following number of fully vested shares (before the withholding of shares to pay minimum withholding taxes) in lieu of cash payable in April 2013 and July 2013:

(2)	The NEOs received the following grants in restricted stock in April 2013 (with a grant date fair value of $44.00 per share) and July 2013 (with a grant date fair value of $47.57 per share) as consideration for taking the Phantom Value Plan payout in stock in lieu of cash:

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•	The final return on that investment in 2013 was approximately 1.95 times the face amount of the investment. The Phantom Value Plan design provided for and did yield commensurate returns for management on the face value (target amount) of the Incentive Awards.

•	This one-time gain on the units represented substantially all LTI value earned over the private period from 2008 to 2013 with the exception of the grants at IPO that were designed to align management's interests with the public stockholders post-IPO.

•

When these awards, combined with those at IPO, are compared with aggregate Historical 2013 ISS Peer Group compensation for the same six-year period, the performance and the payments compare favorably to those of the Historical 2013 ISS Peer Group. Specifically, the long-term equity incentive compensation over the 2008 to 2013 period was paid almost entirely at the end of the holding period. The CEO received no equity incentive or other long-term incentive awards in 2008, 2009 or 2011 and one modest option grant in 2010.

•

The design of the Company's LTI plan—set directly by the private equity stockholders—was fundamentally different from public company long-term incentives over the holding period. As a result, the values paid in 2013, and reflected in the summary compensation table, must be placed in the appropriate multi-year context. Notably, not only are the 2013 payouts the culmination of a six-year, long-term incentive program designed to pay in the concluding year(s), but the values shown in the tables are expressed differently from those of public company LTI equity grants because the Company numbers for 2013 are actual realized values on the date of receipt, as opposed to the grant date fair value shown in the compensation tables of public company peers.

•	When the CEO compensation is looked at over the six-year private equity period and the Phantom Value Plan related payments are adjusted to grant date fair value, the CEO's compensation is at or below the Historical 2013 ISS Peer Group CEO average annual compensation during that period.

•

If the awards under the Phantom Value Plan had been structured as more traditional equity awards and had been disclosed at grant date fair value in the 2011 summary compensation table at the time of grant based upon the target award amount (plus the additional 15% of value for taking stock rather than cash), the CEO's Phantom Value Plan awards would have been disclosed at approximately half the payout value in 2013—at approximately $10.5 million versus $20.4 million. On a common grant date value basis, the aggregate Company executive compensation package is well within peer levels.

•

Finally, although the impact of the awards occurred mostly in 2013, the stockholders that invested at the October 2012 IPO and throughout the balance of 2012 and in 2013 were fully apprised of the unique Phantom Value Plan and the fact that it would pay out as the lockups on the private equity investors expired and their position was sold. This end of cycle compensation structure was well disclosed, and it is not an uncommon feature when private companies transition to public companies.

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(1)	The "Bonus" amount is the sum of (i) the amount listed under the Bonus column in the Summary Compensation Table and (ii) the amount earned under the Realogy 2013 Executive Incentive Plan set forth in footnote (5) to the Summary Compensation Table and included in "Non-Equity Incentive Plan Payments."

(2)

The "Phantom Value Plan Related Payments" are the sum of (i) the Phantom Value Plan payments described in footnote (5) to the Summary Compensation Table and included in "Non-Equity Incentive Plan Payments" and (ii) the amount set forth under the Stock Awards, representing the grant date fair value of the restricted stock awards issued in consideration for the CEO's election to receive stock in lieu of cash under the Phantom Value Plan.

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(1)	Short-Term Incentives consist of:

•	amounts listed under "Bonus" in the Summary Compensation Table for 2008, 2011, 2012 and 2013;

•	$800,000 and $2,460,000 of the amounts listed under "Non-Equity Incentive Payments" in the Summary Compensation Table for 2012 and 2013, respectively, relating to cash amounts earned under the 2012 Executive Incentive Plan and the 2013 Executive Incentive Plan, respectively;

•	$2,640,000 of the amounts listed under "Stock Awards" for 2012, representing the portion of the 2012 Annual Executive Incentive Plan paid in shares of our common stock; and

•	cash retention payments of $2,000,000 paid in each of 2011 and 2012 and included under "Non-Equity Incentive Payments."

(2)	Long-Term Incentives consist of:

•	Phantom Value Plan payments described in footnote (5) to the Summary Compensation Table and included in "Non-Equity Incentive Plan Payments;"

•	the amount set forth under the Stock Awards, representing the grant date fair value of the restricted stock awards issued in consideration for the CEO's election to receive stock in lieu of cash under the Phantom Value Plan; and

•	incremental grant date fair value of options issued in 2010 in exchange for the cancellation of options granted in 2007, and the grant date fair value of options and restricted stock awards issued in 2012.

(3)

Based on the Historical 2013 ISS Peer Group and reflects the average of (1) the actual CEO total compensation of the Historical 2013 ISS Peer Group as reported in the peers' Summary Compensation Tables for each year from 2008 through 2012 and (2) a 2013 total compensation estimate for the CEOs in the Historical 2013 ISS Peer Group that is equal to 106% of the Historical 2013 ISS Peer Group CEO average 2012 reported total compensation.  CEOs that were not in their position for an entire fiscal year were excluded from the

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(1)	Short-Term Incentives consist of:

•	amounts listed under "Bonus" in the Summary Compensation Table for 2008, 2011, 2012 and 2013;

•	$800,000 and $2,460,000 of the amounts listed under "Non-Equity Incentive Payments" in the Summary Compensation Table for 2012 and 2013, respectively, relating to cash amounts earned under the 2012 Executive Incentive Plan and the 2013 Executive Incentive Plan, respectively;

•	$2,640,000 of the amounts listed under "Stock Awards" for 2012, representing the portion of the 2012 Annual Executive Incentive Plan paid in shares of our common stock; and

•	cash retention payments of $2,000,000 paid in each of 2011 and 2012 and included under "Non-Equity Incentive Payments."

(2)	Long-Term Incentives consist of:

•	incremental grant date fair value of options issued in 2010 in exchange for the cancellation of options granted in 2007;

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•	the grant date fair value of options granted in 2011 and options and restricted stock awards issued in 2012. The 2011 option grants are not reported in the actual Summary Compensation Table as the value of the options, the exercise of which was contingent on an initial public offering of the Company, was not readily ascertainable on the April and October 2011 grant dates; and

•	Phantom Value Plan payouts as if originally reported as stock awards in 2011.

(3)

Based on the Historical 2013 ISS Peer Group and reflects the average of (1) the actual CEO total compensation of the Historical 2013 ISS Peer Group as reported in the peers' Summary Compensation Tables for each year from 2008 through 2012 and (2) a 2013 total compensation estimate for the CEOs in the Historical 2013 ISS Peer Group that is equal to 106% of the Historical 2013 ISS Peer Group CEO average 2012 reported total compensation.  CEOs that were not in their position for an entire fiscal year were excluded from the analysis for that specific year. Also, CEOs with reported total compensation that was above $25,000,000, or below $1,000,000, for a fiscal year were excluded from the analysis for that specific year.

(*)	Represents mix of awards for Messrs. Kelleher, Perriello and Zipf. Mr. Hull's percentages are slightly different from those NEOs: performance share units (66.2%), restricted stock units (20.3%) and options (13.5%).

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(1)	The following are the annual rates of base salary paid to each of the named executive officers as of December 31, 2013: Mr. Smith, $1,000,000; Mr. Hull, $600,000; Mr. Kelleher, $475,000; Mr. Perriello, $550,000; and Mr. Zipf, $575,000.

(2)	In January 2014, the Compensation Committee approved an annual bonus of $100,000 payable to Mr. Smith pursuant to the terms of his employment agreement, the after-tax proceeds of which are required to be used to pay the annual premium on an existing life insurance policy.

(3)

As more fully described in footnote (4), the table reflects the aggregate grant date fair value of equity awards granted in 2013 computed in accordance with FASB ASC Topic 718. The assumptions we used in determining the grant date fair value of these awards are described in Note 12, "Stock-Based Compensation" to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.

(4)

In 2013, each named executive officer received a restricted stock award in April 2013 with a grant date fair value of $44.00 per share, and a restricted stock award in July 2013 with a grant date value of $47.57 per share, all pursuant to the named executive officers' elections to receive stock in lieu of cash under the Phantom Value Plan in connection with the sale of shares by affiliates of Apollo in April and July 2013. The shares subject to each award vest in full on the first anniversary of the date of grant (see "Compensation Discussion & Analysis—Executive Compensation Elements—Phantom Value Plan" and "Grants of Plan-Based Awards for Fiscal 2013").

(5)

Amounts for 2013 represent: (a) aggregate non-recurring amounts paid in fully-vested shares in 2013 to the named executive officers under the Phantom Value Plan, excluding the restricted stock grants described under "Stock Awards," pursuant to the named executive officers' election to receive Realogy Holdings common stock in lieu of a cash payment of the amounts due under the Phantom Value Plan in connection with the sale of shares by affiliates of Apollo in secondary public offerings in April and July 2013, and (b) compensation payable under the Realogy 2013 Executive Incentive Plan. The number of fully vested shares payable to the named executive officers under the Phantom Value Plan was determined (i) for the April 2013 payment by dividing the dollar amount then payable to a named executive officer under the Phantom Value Plan by the $44.00 per share public offering price of the April 2013 secondary public offering and (ii) for the July 2013 payment by dividing the dollar amount then payable to a named executive officer under the Phantom Value Plan by the $47.57 per share price at which Apollo sold its shares in the July 2013 secondary public offering.

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(6)

None of our named executive officers (other than Mr. Kelleher) is a participant in any defined benefit pension arrangement. The amounts in this column with respect to 2013 reflect the aggregate change in the actuarial present value of the accumulated benefit under the Realogy Pension Plan from December 31, 2012 to December 31, 2013. See "Realogy Pension Benefits" for additional information regarding the benefits accrued for Mr. Kelleher.

•	was a participant under the 2013 Realogy Executive Incentive Plan, pursuant to which he received cash compensation in February 2014; and

•	received restricted stock grants in April and July 2013 under the 2012 Long-Term Incentive Plan pursuant to the named executive officer's election to receive fully vested shares in lieu of cash payable to him in April and July 2013 under the Phantom Value Plan in connection with the sale of shares by affiliates of Apollo in secondary public offerings.

(1)

The awards made on February 21, 2013 set forth in these columns represent the grant made under the 2013 Realogy Executive Incentive Plan (the "EIP"). The performance criteria under the EIP were 2013 consolidated and business unit EBITDA—or earnings before interest, taxes, depreciation and amortization (as adjusted pursuant to the terms of the EIP). The incentive opportunity for Mr. Smith and Mr. Hull was based upon consolidated EBITDA results. The incentive opportunity for our other named executive officers (Messrs. Kelleher, Perriello and Zipf) was based upon our consolidated EBITDA results (weighted 50%) and EBITDA results of their respective business units (weighted 50%). Pre-established EBITDA performance levels were set that, if achieved, would produce bonus payouts under the EIP at 25%, 100% or 150% of the target annual bonus amounts. Where performance levels fell between achievement percentage levels, bonuses were determined by linear interpolation. Our consolidated EBITDA threshold had to be achieved before any named executive officer could qualify for an incentive payment. Under their respective employment agreements, the target annual bonus payable to our named executive officers is 100% of their respective base salaries, or in the case of Mr. Smith, 200% of his base salary.

(2)	Consist of restricted stock awards that vest in full one year from the date of grant.

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(1)

All options with an expiration date of October 15, 2018, April 17, 2019, October 16, 2019 and April 15, 2020 vest as to one third of the total shares subject to the options on each of the first three anniversaries of their respective dates of grant (April 15, 2011, October 17, 2011, April 16, 2012 and October 15, 2012, respectively) and became first exercisable on October 10, 2013—one year following Realogy Holdings' initial public offering.

(2)

All options with an expiration date of April 30, 2022 and October 10, 2022 become exercisable as to twenty-five percent (25%) of the total shares subject to the option on each of the first four anniversaries of their respective dates of grant (April 30, 2012, and October 10, 2012, respectively). The options with an expiration date of November 9, 2020 become exercisable as to twenty-five percent (25%) of the total shares subject to the option on July 1st of each year, commencing on July 1, 2011.

(3)	Restricted stock awards listed below in the first row for each named executive officer vest at the rate of one-third of the number of shares subject to the award on each of the first three anniversaries of the date of grant (October 10, 2012).

(4)	Restricted stock awards listed below in the second and third rows for each named executive officer vest in full one year from the date of grant on April 18, 2014 and July 22, 2014, respectively.

(5)	Calculated using closing price of our common stock on The New York Stock Exchange on December 31, 2013 of $49.47.

(1)

Mr. Kelleher exercised the following options with the following exercise prices and grant dates: 12,600 options at $20.75 per share granted on November 9, 2010; 1,980 options at $22.25 per share granted on April 15, 2011; 3,734 options at $22.00 per share granted on October 17, 2011; 6,500 options at $17.50 per share granted on April 30, 2012; 2,201 options at $17.50 per share granted on April 16, 2012; 18,000 options at $27.00 per share granted on October 10, 2012; and 1,198 options at $33.50 per share granted on October 15, 2012.

(2)	Represents the difference between the market price on the date of exercise (the $47.87 per share closing sale price of our common stock on the date of exercise) and the exercise prices of the options listed in footnote (1).

(3)	Based upon a fair market value share price of $43.73 on October 10, 2013, the date of vesting. A portion of the shares that vested were withheld by the Company to pay minimum withholding taxes due upon issuance. Accordingly, the named executive officers actually received fewer shares than the amounts set forth in the above table.

(4)	Pursuant to a deferral election made under the Realogy Executive Deferred Compensation Plan, Mr. Hull deferred receipt of 3,892 shares set forth in this column until October 10, 2015.

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(1)	The number of years of credited service shown in this column is calculated based on the actual years of service with us (or Cendant) for Mr. Kelleher through December 31, 2013.

(2)

The valuations included in this column have been calculated as of December 31, 2013 assuming Mr. Kelleher will retire at the normal retirement age of 65 and using the interest rate and other assumptions as described in Note 9, "Employee Benefit Plans—Defined Benefit Pension Plan" to our consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K for the year ended December 31, 2013.

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•	a lump sum payment of his unpaid annual base salary and unpaid earned bonus;

•

an aggregate amount equal to (x) if such termination occurs within twelve months after a "Sale of the Company," 200% of the sum of his (a) then-current annual base salary plus his (b) then-current annual target bonus; or (y) 100% (200% in the case of Mr. Hull) of the sum of his (a) then-current annual base salary plus his (b) then-current annual target bonus. Of such amount, 50% will be payable in a lump sum within 30 business days of the date of termination,

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•

from the period from the date of termination of employment to the earlier to occur of the second anniversary of such termination or the date on which the individual becomes eligible to participate in another employer's medical and dental benefit plans, participation in the medical and dental benefit plans maintained by us for active employees, on the same terms and conditions applicable to such active employees, as in effect from time to time during such period.

(1)

The vesting of options granted under the award agreements issued under the 2007 Stock Incentive Plan accelerate upon a change of control (defined as a Sale of the Company under that plan); provided, however, that in the event the individual terminates his employment without "good reason" or his employment is terminated for "cause" within one year of a change of control (defined as a Sale of the Company under that plan), the individual would be required to remit to the Company the proceeds realized in the change of control for those options, the vesting of which was accelerated due to the change of control. The value ascribed to the accelerated vesting of the options is based upon a fair market value of our common stock computed in accordance with FASB ASC Topic 718 of $49.47 per share as of December 31, 2013.

(2)	The vesting of options and restricted stock granted under the award agreements issued under the 2012 Long Term Incentive Plan accelerate in the event the individual terminates his employment for "good reason" or his employment is terminated for other than

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(3)	If Mr. Smith's employment is terminated for any reason, Mr. Smith and his dependents may continue to participate in all of our health care and group life insurance plans until the end of the plan year in which he reaches, or would have reached, age 75, subject to his continued payment of the employee portion of the premiums for such coverage.

(4)

Each NEO is entitled to payment of accrued but unpaid salary to the date of termination under his employment agreement and, pursuant to the terms of the 2013 EIP, compensation payable thereunder if the NEO was employed as of the last day of the year. See "Summary Compensation Table" for amounts earned by NEOs under 2013 EIP. The amounts set forth in the table do not include accrued compensation as of December 31, 2013. The amounts shown also do not include deferred compensation payable following the termination of an NEO who participates in the Amended and Restated Executive Deferred Compensation Plan or the Realogy Pension Plan.

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•	The Company had strong financial performance in 2013. Its Adjusted EBITDA grew 18% to $796 million, it continued to reduce its total indebtedness and its stock price from October 11, 2012—its first day of trading as a public company—through December 31, 2013 increased 45% or 1.6 times the total return on the S&P 500 index and 2.5 times the Historical 2013 ISS Peer Group average return.

•	In light of the payouts under the Phantom Value Plan referenced below and the long term equity awards made to the NEOs in connection with the Company's October 2012 IPO, no long-term incentive awards were made in 2013. The only action by the Company in 2013 was the payment of salary and the annual bonus.

•

The payouts under the Phantom Value Plan in 2013, which brought to a close all of the pre-IPO private equity based compensation plans, were performance-based—the payments reflected (1) performance incentives covering the Company's entire six-year period of private equity ownership and control and (2) performance on the long-term metric under the Phantom Value Plan—the return of 1.95 times (or nearly double) the face value of the debt that the private equity investors converted into the shares they sold in 2013.

•

Following the July 2013 conclusion of the six-year private equity period of ownership, the new wholly independent Compensation Committee determined it would substantially reset the executive compensation plans. In so doing, the Compensation Committee implemented certain "best practices" in executive compensation programs, including the elimination of the excise tax gross up in the CEO's employment agreement and the adoption of a clawback policy.

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(1)	Represents fees for the audit of our consolidated financial statements, the audit of internal controls, the review of interim financial statements included in Form 10-Qs and other attest services primarily related to financial accounting consultations, comfort letters and SEC consents, regulatory and statutory audits and Franchise Disclosure Document filings in various states.

(2)	Represents fees primarily related to statutory audits not required by state or regulations, accounting consultation for contemplated transactions and agreed-upon procedures.

(3)	Represents fees related to tax compliance, tax consultation, tax advice and tax planning.

(4)	Represents fees related to enterprise risk management and certain information technology advisory services.

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