New York, December 10, 2012 -- Moody's Investors Service upgraded Realogy Group LLC's ( "Realogy") Corporate Family and Probability of Default ratings to B3 and the 12.375% senior subordinated notes instrument rating to Caa2, and confirmed the B1 senior secured 1st lien, Caa1 one and a half lien and certain Caa2 senior unsecured debt ratings. Moody's also withdrew the ratings on the 2nd lien, certain senior unsecured and certain senior subordinated debt. In addition, the Speculative Grade Liquidity rating was raised to SGL-3 from SGL-4. The rating actions reflect Realogy's equity issuance, conversion of subordinated debt and repayment of certain other debt. This concludes the review of Realogy's long term debt ratings that began on October 4, 2012. The rating outlook is stable.

RATINGS RATIONALE

The B3 Corporate Family rating (CFR) incorporates Moody's view that Realogy's capital structure has made meaningful progress towards being stabilized following the issuance of primary equity, and is therefore more sustainable although still highly leveraged. The over $3 billion of debt reduction from the equity issuance and the conversion of subordinated debt to equity results in an approximately 50% annual interest expense reduction. In addition, existing home sale market conditions continue to improve, providing further support for the upgrade.

IMPROVING RESULTS EXPECTED IN 2013

"The better tone in the US housing market supports our expectations for 4% revenue growth and 12% EBITDA growth by Realogy in 2013," noted Edmond DeForest, Moody's Senior Analyst.

In the next 12 to 18 months, Moody's expects debt to EBITDA and EBITDA less capital expenditures over interest expense to make progress toward falling below 7.0 times and rising above 2.0 times, respectively (compared to pro-forma debt to EBITDA and interest coverage of 8.3 and 1.3 times, respectively, for the twelve months ended September 30, 2012). Even so, financial leverage will be elevated compared to other companies also rated in the B3 category. EBITDA growth combined with a lower interest burden should result in positive free cash flow of approximately $260 million in 2013. Moody's expects free cash flow to be applied to debt reduction. Moody's notes the limited operating history of Realogy Group LLC as a public company and the risk of further debt restructuring in a downside scenario.

The two notch increase in the Probability of Default rating reflects a 50% mean expected family recovery rate given Realogy's expected capital structure going forward; this results in the Probability of Default rating at the same level as the CFR. The Speculative Grade Liquidity rating of SGL-3 reflects Realogy's lower annual interest rate burden, approximately $60 million of cash (pro forma for the expected repayment of the 12.375 % senior subordinated notes in 2013) and the expectation for positive free cash flow.

The stable rating outlook reflects Moody's expectation for sales growth of 4% to 5% and EBITDA margin expansion that will drive adjusted EBITDA toward $750 million in the next 12 to 18 months. The ratings could be lowered if weaker than expected existing home sale market conditions results in declining revenues, profitability or free cash flow, or if Realogy does not continue to make steady progress to reduce financial leverage towards levels consistent with other companies at the B3 rating level. A downgrade could occur if Moody's comes to expect debt to EBITDA to be sustained at about 7.0 times and free cash flow to debt to remain near 0%. The ratings could be upgraded if Moody's expects debt to EBITDA and free cash flow to debt to be sustained at less than 6 times and about 5%, respectively.

The following ratings were upgraded:

Corporate Family rating, to B3 from Caa1

Probability of Default rating, to B3 from Caa2

Speculative grade liquidity rating, to SGL-3 from SGL-4

12.375% senior subordinated notes due 2015 to Caa2 (LGD6, 95%) from Caa3 (LGD5, 70%)

The following ratings were confirmed (and LGD assessments updated):

Senior secured revolving credit facility due 2016, B1 (to LGD2, 25% from LGD 1, 6%)

Senior secured term loan due 2016, B1 (to LGD2, 25% from LGD 1, 6%)

Senior secured synthetic letter of credit facility due 2013/2016, B1 (to LGD2, 25% from LGD 1, 6%)

Senior secured first lien notes due 2020, B1 (to LGD2, 25% from LGD 1, 6%)

Senior secured notes (one and half lien) due 2020, Caa1 (to LGD5, 71% from LGD 2, 22%)

Senior secured (one and half lien) notes due 2019, Caa1 (to LGD5, 71% from LGD 2, 22% )

11.5% senior unsecured notes due 2017, Caa2 (to LGD5, 88% from LGD 3, 44%)

12% senior unsecured notes due 2017, Caa2 (to LGD5, 88% from LGD 3, 44%)

The following ratings were withdrawn:

Second lien term loan due 2017

10.5% senior unsecured cash pay notes due 2014

11.00%/11.75% senior unsecured toggle notes due 2014

11% senior subordinated convertible notes due 2018

The principal methodology used in rating Realogy Corp was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Realogy is a provider of real estate and relocation services. The company operates in four segments: real estate franchise services, company owned real estate brokerage services, relocation services and title and settlement services. The franchise brand portfolio includes Century 21, Coldwell Banker, Coldwell Banker Commercial, ERA, Sotheby's International Realty and Better Homes and Gardens Real Estate. Realogy's largest shareholder, with a less than 50% equity stake, is an affiliate of Apollo Management, L.P.

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Edmond DeForest Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Robert Jankowitz Associate Managing Director Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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