8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 9, 2019

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Realogy Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35674	20-8050955
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-148153	20-4381990
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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175 Park Avenue

Madison, NJ 07940

(Address of principal executive offices) (Zip Code)

(973) 407-2000

(Registrant’s telephone number, including area code)

None

(Former name or former address if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Realogy Holdings Corp.	Common Stock, par value $0.01 per share	RLGY	New York Stock Exchange
Realogy Group LLC	None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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Item 7.01. Regulation FD Disclosure.

On September 7, 2019, Realogy Holdings Corp. (the “Company”) issued a written communication to its employees, which is furnished as Exhibit 99.1. The employee communication related to ongoing Company litigation against Urban Compass, Inc. and Compass, Inc. and addressed related unsubstantiated and inaccurate media reports.

Item 9.01.			Financial Statements and Exhibits.
	(d)	Exhibits
	Exhibit No.			Description
	99.1			Realogy Employee Communication dated September 7, 2019.
	101.INS			Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REALOGY HOLDINGS CORP.
By:	/s/ Marilyn J. Wasser
Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary

Date: September 9, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REALOGY GROUP LLC
By:	/s/ Marilyn J. Wasser
Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary

Date: September 9, 2019

EXHIBIT INDEX

Item 9.01.			Financial Statements and Exhibits.
	(d)	Exhibits
	Exhibit No.			Description
	99.1			Realogy Employee Communication dated September 7, 2019.
	101.INS			Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

EX-99.1

Exhibit 99.1

On July 10, 2019, we filed a lawsuit because of Compass’s illegal and unfair business practices. We did not make that decision lightly and did so with the full support of our Board of Directors. We believed then – as we do now – that it was 100 percent the right thing to do in standing up for ourselves and fighting for open, honest and fair competition in the industry.

On Friday night, as we expected, Compass filed a motion to dismiss our lawsuit. Not surprising to us, they issued a media statement designed to inspire sensational news coverage about Realogy that is simply not true. Compass’s misleading statement was clearly designed to create distraction for Realogy employees, agents and franchisees on which they could later try to capitalize. While we generally do not comment on pending litigation outside the company or even within the company, we want to be clear with you that we have never had discussions to sell or merge Realogy with Compass.

The reality is that Compass is trying to distract the media and the industry from the core issue of its illegal and unfair business practices, which are part of our lawsuit against them. Most recently, a judge in New Jersey ruled that Compass, in connection with the hiring of a Realogy employee, was complicit in improperly accepting Realogy’s confidential information from that employee, and Compass created a ‘dummy job’ to circumvent his non-compete provisions. The judge issued a preliminary injunction against Compass and the former employee.

We stand by the allegations in our complaint. But most importantly, I ask that you not allow Compass’s misleading and intentionally provocative statements to distract you from what you are doing to support our agents and our franchisees every day.

Ryan

XML

Cover Page and DEI	Sep. 09, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 09, 2019
Entity Registrant Name	Realogy Holdings Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35674
Entity Tax Identification Number	20-8050955
Entity Address, Address Line One	175 Park Avenue
Entity Address, City or Town	Madison
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07940
City Area Code	973
Local Phone Number	407-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RLGY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001398987
Realogy Group LLC [Member]
Entity Information [Line Items]
Entity Registrant Name	Realogy Group LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	333-148153
Entity Tax Identification Number	20-4381990
Entity Central Index Key	0001355001