Document_and_Entity_Informatio
Document and Entity Information Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 21, 2014 | Jun. 30, 2013 |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'REALOGY HOLDINGS CORP. | ' | ' |
Entity Central Index Key | '0001398987 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 146,133,171 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $5.80 |
Realogy [Member] | ' | ' | ' |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'REALOGY GROUP LLC | ' | ' |
Entity Central Index Key | '0001355001 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'Yes | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | |||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Revenues | ' | ' | ' | |||
Gross commission income | $3,946 | $3,428 | $2,926 | |||
Service revenue | 867 | 821 | 752 | |||
Franchise fees | 322 | 271 | 256 | |||
Other | 154 | 152 | 159 | |||
Net revenues | 5,289 | [1],[2] | 4,672 | [1],[2] | 4,093 | [1],[2] |
Expenses | ' | ' | ' | |||
Commission and other agent-related costs | 2,691 | 2,319 | 1,932 | |||
Operating | 1,371 | 1,313 | 1,270 | |||
Marketing | 199 | 190 | 185 | |||
General and administrative | 327 | 327 | 254 | |||
Former parent legacy costs (benefit), net | -4 | -8 | -15 | |||
Restructuring costs | 4 | 12 | 11 | |||
Depreciation and amortization | 176 | 173 | 186 | |||
Interest expense, net | 281 | 528 | 666 | |||
Loss on the early extinguishment of debt | 68 | 24 | 36 | |||
IPO related costs for Convertible Notes | 0 | 361 | 0 | |||
Other (income)/expense, net | 1 | -4 | 1 | |||
Total expenses | 5,114 | 5,235 | 4,526 | |||
Income (loss) before income taxes, equity in earnings and noncontrolling interests | 175 | -563 | -433 | |||
Income tax (benefit) expense | -242 | 39 | 32 | |||
Equity in earnings of unconsolidated entities | -26 | -62 | -26 | |||
Net income (loss) | 443 | -540 | -439 | |||
Less: Net income attributable to noncontrolling interests | -5 | -3 | -2 | |||
Net income (loss) attributable to Realogy Holdings and Realogy Group | $438 | ($543) | ($441) | |||
Earnings (loss) per share attributable to Realogy Holdings: | ' | ' | ' | |||
Basic earnings (loss) per share: | $3.01 | ($14.41) | ($55.01) | |||
Diluted earnings (loss) per share: | $2.99 | ($14.41) | ($55.01) | |||
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | ' | ' | ' | |||
Basic: | 145.4 | 37.7 | 8 | |||
Diluted: | 146.6 | 37.7 | 8 | |||
[1] | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $277 million for the year ended December 31, 2013, $245 million for the year ended December 31, 2012 and $216 million for the year ended December 31, 2011. Such amounts are eliminated through the Corporate and Other line. | |||||
[2] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $43 million for the year ended December 31, 2013, $39 million for the year ended December 31, 2012 and $37 million for the year ended December 31, 2011. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net income (loss) | $443 | ($540) | ($439) |
Currency translation adjustment | 0 | 3 | -1 |
Defined Benefit Plans: | ' | ' | ' |
Actuarial gain (loss) for the plans | 19 | -8 | -24 |
Less: amortization of actuarial loss to periodic pension cost | -2 | -6 | -3 |
Defined benefit plans | 21 | -2 | -21 |
Cash Flow Hedges: | ' | ' | ' |
Interest rate hedge losses to interest expense | 0 | 0 | 1 |
De-designation of interest rate hedges to interest expense | 0 | 0 | 17 |
Cash flow hedges | 0 | 0 | 18 |
Other comprehensive income (loss), before tax | 21 | 1 | -4 |
Income tax expense (benefit) related to items of other comprehensive income (loss) amounts | 9 | 0 | -2 |
Other comprehensive income (loss), net of tax | 12 | 1 | -2 |
Comprehensive income (loss) | 455 | -539 | -441 |
Less: comprehensive income attributable to noncontrolling interests | -5 | -3 | -2 |
Comprehensive income (loss) attributable to Realogy Holdings and Realogy Group | $450 | ($542) | ($443) |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $236 | $376 |
Trade receivables (net of allowance for doubtful accounts of $37 and $51) | 121 | 122 |
Relocation receivables | 270 | 324 |
Deferred income taxes | 186 | 54 |
Other current assets | 104 | 102 |
Total current assets | 917 | 978 |
Property and equipment, net | 205 | 188 |
Goodwill | 3,335 | 3,304 |
Trademarks | 732 | 732 |
Franchise agreements, net | 1,562 | 1,629 |
Other intangibles, net | 365 | 399 |
Other non-current assets | 210 | 215 |
Total assets | 7,326 | 7,445 |
Current liabilities: | ' | ' |
Accounts payable | 123 | 148 |
Securitization obligations | 252 | 261 |
Due to former parent | 63 | 69 |
Revolving credit facilities and current portion of long-term debt | 19 | 110 |
Accrued expenses and other current liabilities | 454 | 427 |
Total current liabilities | 911 | 1,015 |
Long-term debt | 3,886 | 4,256 |
Deferred income taxes | 337 | 444 |
Other non-current liabilities | 179 | 211 |
Total liabilities | 5,313 | 5,926 |
Commitments and contingencies (Notes 13 and 14) | ' | ' |
Equity: | ' | ' |
Realogy Holdings preferred stock: $.01 par value; 50,000,000 shares authorized, none issued and outstanding at December 31, 2013 and December 31, 2012. | 0 | 0 |
Realogy Holdings common stock: $.01 par value; 400,000,000 shares authorized, 146,125,337 shares outstanding at December 31, 2013 and 145,369,453 shares outstanding at December 31, 2012. | 1 | 1 |
Additional paid-in capital | 5,635 | 5,591 |
Accumulated deficit | -3,607 | -4,045 |
Accumulated other comprehensive loss | -19 | -31 |
Total stockholders' equity | 2,010 | 1,516 |
Noncontrolling interests | 3 | 3 |
Total equity | 2,013 | 1,519 |
Total liabilities and equity | $7,326 | $7,445 |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet Parenthetical (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $37 | $51 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares outstanding | 146,125,337 | 145,369,453 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating Activities | ' | ' | ' |
Net income (loss) | $443 | ($540) | ($439) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation and amortization | 176 | 173 | 186 |
Deferred income taxes | -249 | 36 | 18 |
Amortization and write-off of deferred financing costs and discount on unsecured notes | 12 | 15 | 18 |
Non-cash portion of the loss on the early extinguishment of debt | 14 | 24 | 36 |
Incremental common stock issued for Convertible Notes | 0 | 256 | 0 |
De-designation of interest rate hedge | 0 | 0 | 17 |
Equity in earnings of unconsolidated entities | -26 | -62 | -26 |
Stock-based compensation | 61 | 24 | 7 |
Other adjustments to net income (loss) | 1 | 8 | 5 |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | ' | ' | ' |
Trade receivables | 0 | -1 | -6 |
Relocation receivables and advances | 55 | 55 | 8 |
Other assets | 5 | 11 | 12 |
Accounts payable, accrued expenses and other liabilities | -14 | -128 | -23 |
Due (to) from former parent | -4 | -10 | -23 |
Dividends received from unconsolidated entities | 42 | 43 | 21 |
Taxes paid related to net share settlement for stock-based compensation | 22 | 7 | 0 |
Other, net | -2 | 0 | -3 |
Net cash provided by (used in) operating activities | 492 | -103 | -192 |
Investing Activities | ' | ' | ' |
Property and equipment additions | -62 | -54 | -49 |
Payments for acquisitions, net of cash acquired | -32 | -3 | -6 |
Change in restricted cash | -5 | -2 | 6 |
Other, net | -3 | -7 | 0 |
Net cash used in investing activities | -102 | -66 | -49 |
Financing Activities | ' | ' | ' |
Net change in revolving credit facilities | -110 | -198 | 145 |
Proceeds from amended term loan facility | 79 | 0 | 98 |
Repayments of term loan credit facility | -15 | -640 | -706 |
Proceeds from issuance of First Lien Notes | 0 | 593 | 0 |
Proceeds from issuance of First and a Half Lien Notes | 0 | 325 | 700 |
Repurchase of First and a Half Lien Notes | 100 | 0 | 0 |
Repayment of Second Lien Loans | 0 | -650 | 0 |
Proceeds from issuance of Senior Notes | 500 | 0 | 0 |
Redemption of Senior Notes and Senior Subordinated Notes | -821 | -105 | 0 |
Net change in securitization obligations | -9 | -67 | 0 |
Proceeds from new securitization obligations | 0 | 0 | 295 |
Repayment of prior securitization obligations | 0 | 0 | -299 |
Debt issuance costs | -28 | -17 | -35 |
Proceeds from issuance of common stock | 0 | 1,176 | 0 |
Proceeds from exercise of stock options | 5 | 0 | 0 |
Other, net | -31 | -16 | -6 |
Net cash (used in) provided by financing activities | -530 | 401 | 192 |
Effect of changes in exchange rates on cash and cash equivalents | 0 | 1 | 0 |
Net (decrease) increase in cash and cash equivalents | -140 | 233 | -49 |
Cash and cash equivalents, beginning of period | 376 | 143 | 192 |
Cash and cash equivalents, end of period | 236 | 376 | 143 |
Supplemental Disclosure of Cash Flow Information | ' | ' | ' |
Interest payments (including securitization interest expense) | 312 | 571 | 608 |
Income tax payments, net | $16 | $7 | $3 |
Consolidated_Statements_Of_Equ
Consolidated Statements Of Equity (Deficit) (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- controlling Interests | |
In Millions, except Share data | |||||||
Balance at Dec. 31, 2010 | ($1,063) | $0 | $2,026 | ($3,061) | ($30) | $2 | |
Balance (in shares) at at Dec. 31, 2010 | ' | 8,000,000 | ' | ' | ' | ' | |
Net income (loss) | -439 | ' | ' | -441 | ' | 2 | |
Other comprehensive income | -2 | ' | ' | ' | -2 | [1] | ' |
Stock-based compensation | 7 | ' | 7 | ' | ' | ' | |
Dividends | -2 | ' | ' | ' | ' | -2 | |
Balance at Dec. 31, 2011 | -1,499 | 0 | 2,033 | -3,502 | -32 | 2 | |
Balance (in shares) at at Dec. 31, 2011 | ' | 8,000,000 | ' | ' | ' | ' | |
Net income (loss) | -540 | ' | ' | -543 | ' | 3 | |
Other comprehensive income | 1 | ' | ' | ' | 1 | [1] | ' |
Issuance of common stock (in shares) | ' | 46,000,000 | ' | ' | ' | ' | |
Issuance of common stock in conjunction with the initial public offering | 1,176 | ' | 1,176 | ' | ' | ' | |
Issuance of common stock for Convertible Notes conversion (in shares) | ' | 81,000,000 | ' | ' | ' | ' | |
Issuance of common stock for Convertible Notes conversion | 2,110 | 1 | 2,109 | ' | ' | ' | |
Issuance of common stock pursuant to letter agreements with certain holders of Convertible Notes (in shares) | ' | 9,700,000 | ' | ' | ' | ' | |
Issuance of common stock pursuant to letter agreements with certain holders of Convertible Notes | 256 | ' | 256 | ' | ' | ' | |
Stock-based compensation (in shares) | ' | 600,000 | ' | ' | ' | ' | |
Stock-based compensation | 17 | ' | 17 | ' | ' | ' | |
Dividends | -2 | ' | ' | ' | ' | -2 | |
Balance at Dec. 31, 2012 | 1,519 | 1 | 5,591 | -4,045 | -31 | 3 | |
Balance (in shares) at at Dec. 31, 2012 | 145,369,453 | 145,300,000 | ' | ' | ' | ' | |
Net income (loss) | 443 | ' | ' | 438 | ' | 5 | |
Other comprehensive income | 12 | ' | ' | ' | 12 | [1] | ' |
Exercise of stock options (in shares) | ' | 200,000 | ' | ' | ' | ' | |
Exercise of stock options | 5 | ' | 5 | ' | ' | ' | |
Stock-based compensation | 19 | ' | 19 | ' | ' | ' | |
Issuance of common stock (in shares) | ' | 900,000 | ' | ' | ' | ' | |
Issuance of shares under the Phantom Value Plan | 42 | ' | 42 | ' | ' | ' | |
Issuance of shares for vesting of restricted stock awards, net of forfeitures | ' | 100,000 | ' | ' | ' | ' | |
Shares withheld for taxes on equity awards (in shares) | ' | -400,000 | ' | ' | ' | ' | |
Shares withheld for taxes on equity awards | -22 | ' | -22 | ' | ' | ' | |
Dividends | -5 | ' | ' | ' | ' | -5 | |
Balance at Dec. 31, 2013 | $2,013 | $1 | $5,635 | ($3,607) | ($19) | $3 | |
Balance (in shares) at at Dec. 31, 2013 | 146,125,337 | 146,100,000 | ' | ' | ' | ' | |
[1] | As of DecemberB 31, 2013, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. |
Note_1_Basis_of_Presentation_B
Note 1. Basis of Presentation Basis of Presentation (Notes) | 12 Months Ended | |
Dec. 31, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Business Description and Basis of Presentation [Text Block] | ' | |
BASIS OF PRESENTATION | ||
Realogy Holdings Corp. ("Realogy Holdings", "Realogy" or the "Company") is a holding company for its consolidated subsidiaries including Realogy Intermediate Holdings LLC ("Realogy Intermediate") and Realogy Group LLC ("Realogy Group") and its consolidated subsidiaries. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same. | ||
Realogy Holdings was incorporated on December 14, 2006. On April 10, 2007, Realogy Holdings, then wholly owned by investment funds affiliated with, or co-investment vehicles managed by, Apollo Management VI, L.P., an entity affiliated with Apollo Management, L.P. (collectively referred to as "Apollo"), acquired the outstanding shares of Realogy Group (then known as Realogy Corporation, a Delaware corporation) pursuant to a merger of its wholly owned subsidiary Domus Acquisition Corp., with and into Realogy Group with Realogy Holdings becoming the indirect parent company of Realogy Group. Prior to the consummation of the Realogy Holdings initial public offering and related transactions in October 2012, Realogy Holdings was owned by Apollo and members of the Company’s management. | ||
In October 2012, the Company raised net proceeds of approximately $1,176 million in the initial public offering of its common stock. The net proceeds were utilized to prepay or redeem outstanding indebtedness. In conjunction with the closing of the offering, holders of $2,110 million of Convertible Notes converted all of their Convertible Notes into common stock. | ||
On April 16, 2013, Apollo sold a portion of its shares of Realogy Holdings common stock in a public offering. On July 16, 2013, Apollo sold its remaining shares of Realogy Holdings common stock in a public offering. | ||
Realogy is a global provider of residential real estate services. Realogy Group (then Realogy Corporation) was incorporated in January 2006 to facilitate a plan by Cendant Corporation (now known as Avis Budget Group, Inc.) to separate into four independent companies—one for each of Cendant’s business units—real estate services or Realogy, travel distribution services ("Travelport"), hospitality services including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). On July 31, 2006, the separation ("Separation") from Cendant became effective. | ||
The accompanying consolidated financial statements include the financial statements of Realogy Holdings and Realogy Group. Realogy Holdings’ only asset is its investment in the common stock of Realogy Intermediate, and Realogy Intermediate’s only asset is its investment in Realogy Group. Realogy Holdings’ only obligations are its guarantees of certain borrowings and certain franchise obligations of Realogy Group. All expenses incurred by Realogy Holdings and Realogy Intermediate are for the benefit of Realogy Group and have been reflected in Realogy Group’s consolidated financial statements. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated. | ||
Business Description | ||
The Company reports its operations in the following business segments: | ||
• | Real Estate Franchise Services (known as Realogy Franchise Group or RFG)—franchises the Century 21®, Coldwell Banker®, ERA®, Sotheby’s International Realty®, Coldwell Banker Commercial® and Better Homes and Gardens® Real Estate brand names. As of December 31, 2013, the Company’s franchise systems had approximately 13,700 franchised and company owned offices and 247,800 independent sales associates operating under our franchised and proprietary brands in the U.S. and 102 other countries and territories around the world, which included more than 700 of our company owned and operated brokerage offices with approximately 42,300 independent sales associates. | |
• | Company Owned Real Estate Brokerage Services (known as NRT)—operates a full-service real estate brokerage business principally under the Coldwell Banker®, ERA®, Corcoran Group®, Sotheby’s International Realty® and Citi Habitats brand names. | |
• | Relocation Services (known as Cartus)—primarily offers clients employee relocation services such as homesale assistance, providing home equity advances to transferees (generally guaranteed by the client), home finding and other destination services, expense processing, relocation policy counseling and consulting services, arranging household goods moving services, coordinating visa and immigration support, intercultural and language training, and group move management services. We provide these relocation services to corporate clients for the transfer of their employees and members of affinity clients. | |
• | Title and Settlement Services (known as Title Resource Group or TRG)—provides full-service title, settlement and vendor management services to real estate companies, affinity groups, corporations and financial institutions with many of these services provided in connection with the Company’s real estate brokerage and relocation services business. |
Note_2_Summary_of_Significant_
Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
USE OF ESTIMATES | |
In presenting the consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. | |
REVENUE RECOGNITION | |
Real Estate Franchise Services | |
The Company franchises its real estate brokerage franchise systems to real estate brokerage businesses that are independently owned and operated. The Company provides operational and administrative services and systems to franchisees, which include national and local marketing programs, systems and tools that are designed to help the Company's franchisees serve their customers and attract new or retain existing independent sales associates, training and volume purchasing discounts through the Company’s preferred vendor program. Franchise revenue principally consists of royalty and marketing fees from the Company’s franchisees. The royalty received is primarily based on a percentage of the franchisee’s gross commission income. Royalty fees are accrued as the underlying franchisee revenue is earned (upon close of the homesale transaction). Annual volume incentives given to certain franchisees on royalty fees are recorded as a reduction to revenue and are accrued for in relative proportion to the recognition of the underlying gross franchise revenue. Franchise revenue also includes initial franchise fees, which are generally non-refundable and recognized by the Company as revenue when all material services or conditions relating to the sale have been substantially performed (generally when a franchised unit opens for business). The Company also earns marketing fees from its franchisees and utilizes such fees to fund marketing campaigns on behalf of its franchisees. | |
Company Owned Real Estate Brokerage Services | |
As an owner-operator of real estate brokerages, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue on a gross basis upon the closing of a real estate transaction (i.e., purchase or sale of a home), which are referred to as gross commission income. The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as the commission and other agent-related costs line item on the accompanying Consolidated Statements of Operations. | |
Relocation Services | |
The Company provides relocation services to corporate and government clients for the transfer of their employees. Such services include the purchasing and/or selling of a transferee’s home, providing home equity advances to transferees (generally guaranteed by the client), expense processing, arranging household goods moving services, home finding and other related services. The Company earns revenues from fees charged to clients for the performance and/or facilitation of these services and recognizes such revenue as services are provided, except for limited instances in which the Company assumes the risk of loss on the sale of a transferring employee’s home ("at-risk"). In such cases, revenues are recorded as earned with associated costs recorded within operating expenses. In the majority of relocation transactions, the gain or loss on the sale of a transferee’s home is generally borne by the client. However, there are limited instances in which the Company assumes the risk of loss. Under "at-risk" contracts, the Company records the value of the home on its Consolidated Balance Sheets within the Other current assets line item at the lower of cost or net realizable value less estimated direct costs to sell. The difference between the actual purchase price and proceeds received on the sale of the home is recorded within operating expenses on the Company’s Consolidated Statements of Operations and the gain or loss was not material for any period presented. The aggregate selling price of such homes was $62 million, $81 million and $123 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
The Company also earns referral commission revenue from real estate brokers, which is recognized at the time the underlying property closes, and revenues from other third-party service providers where the Company earns a referral commission, which is recognized at the time of completion of services. Additionally, the Company generally earns interest income on the funds it advances on behalf of the transferring employee, which is recorded within other revenue (as is the corresponding interest expense on the securitization obligations) in the accompanying Consolidated Statements of Operations. | |
Title and Settlement Services | |
The Company provides title and closing services, which include title search procedures for title insurance policies, homesale escrow and other closing services. Title revenues, which are recorded net of amounts remitted to third-party insurance underwriters, and title and closing service fees are recorded at the time a homesale transaction or refinancing closes. The Company also owns an underwriter of title insurance. For independent title agents, the underwriter recognizes policy premium revenue on a gross basis (before deduction of agent commission) upon notice of policy issuance from the agent. For affiliated title agents, the underwriter recognizes the incremental policy premium revenue upon the effective date of the title policy as the agent commission revenue is already recognized by the affiliated title agent. | |
CONSOLIDATION | |
Effective January 1, 2010, the Company adopted the FASB’s amended guidance on the consolidation of Variable Interest Entities ("VIE"), in which the Company consolidates any VIE for which it is the primary beneficiary with a controlling financial interest. Also, the Company consolidates an entity not deemed a VIE if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or that it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity or cost method, as appropriate. The Company applies the equity method of accounting when it has the ability to exercise significant influence over operating and financial policies of an investee. The Company uses the cost method for all other investments. | |
Effective January 1, 2009, the Company adopted the FASB’s new guidance on noncontrolling interests which established requirements for ownership interests in subsidiaries held by parties other than the Company ("noncontrolling interest") be clearly identified, presented and disclosed in the consolidated statement of financial position within equity, but separate from the parent’s equity. The presentation and disclosure requirements in the guidance were applied retrospectively to comparative financial statements. | |
CASH AND CASH EQUIVALENTS | |
The Company considers highly liquid investments with remaining maturities not exceeding three months at the date of purchase to be cash equivalents. | |
RESTRICTED CASH | |
Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $14 million and $9 million at December 31, 2013 and 2012, respectively and are primarily included within Other current assets on the Company’s Consolidated Balance Sheets. | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |
The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current developments and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues. | |
ADVERTISING EXPENSES | |
Advertising costs are generally expensed in the period incurred. Advertising expenses, recorded within the marketing expense line item on the Company’s Consolidated Statements of Operations, were approximately $174 million, $166 million and $164 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
DEFERRED FINANCING COSTS | |
Deferred financing costs include costs incurred in connection with obtaining debt and extending existing debt. These financing costs are capitalized and amortized on a straight-line basis over the term of the loan and are included as a component of interest expense. | |
INCOME TAXES | |
The Company’s provision for income taxes is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. These differences are based upon estimated differences between the book and tax basis of the assets and liabilities for the Company. Certain tax assets and liabilities of the Company may be adjusted in connection with the finalization of income tax audits. | |
The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax balances will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. | |
DERIVATIVE INSTRUMENTS | |
The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship. | |
The Company uses foreign currency forward contracts largely to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables. The Company primarily manages its foreign currency exposure to the Euro, British Pound, Canadian Dollar and Swiss Franc. The Company has elected not to utilize hedge accounting for these forward contracts; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. However, the fluctuations in the value of these forward contracts generally offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. | |
The Company also enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. The Company has five interest rate swaps with an aggregate notional value of $1,025 million to offset a portion of the variability in cash flows resulting from interest payments on the term loan facility. The first swap, with a notional value of $225 million, commenced in July 2012 and expires in February 2018, and the second swap, with a notional value of $200 million, commenced in January 2013 and expires in February 2018. The Company entered into three new interest rate swaps during the third quarter of 2013, each with a notional value of $200 million, which commence in August 2015 and expire in August 2020. As of December 31, 2013, the Company has elected not to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. | |
INVESTMENTS | |
At December 31, 2013 and 2012, the Company had various equity method investments aggregating $57 million and $73 million, respectively, which are primarily recorded within Other non-current assets on the accompanying Consolidated Balance Sheets. Included in such investments is a 49.9% interest in PHH Home Loans, a mortgage origination venture formed in 2005. This venture enables the Company to participate in the earnings generated from mortgages originated by customers of its real estate brokerage and relocation businesses. The Company’s maximum exposure to loss with respect to its investment in PHH Home Loans is limited to its equity investment of $50 million at December 31, 2013. See Note 13, "Separation Adjustments, Transactions with Former Parent and Subsidiaries and Related Parties" for a more detailed description of the Company’s relationship with PHH Home Loans. | |
PROPERTY AND EQUIPMENT | |
Property and equipment (including leasehold improvements) are initially recorded at cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization on the Consolidated Statements of Operations, is computed utilizing the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed utilizing the straight-line method over the estimated benefit period of the related assets or the lease term, if shorter. Useful lives are 30 years for buildings, up to 20 years for leasehold improvements, and from 3 to 7 years for furniture, fixtures and equipment. | |
The Company capitalizes the costs of software developed for internal use which commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis, from 1 to 10 years, when such software is substantially ready for use. The net carrying value of software developed or obtained for internal use was $74 million and $68 million at December 31, 2013 and 2012, respectively. | |
IMPAIRMENT OF GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS | |
Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Indefinite-lived intangible assets primarily consist of trademarks acquired in business combinations. Goodwill and indefinite-lived assets are not amortized, but are subject to impairment testing. The aggregate carrying value of our goodwill and other indefinite-lived intangible assets was $3,335 million and $742 million, respectively, at December 31, 2013 and are subject to impairment testing annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This testing compares carrying values to fair values and, when appropriate, the carrying value is reduced to fair value. In testing goodwill, the fair value of our reporting units is estimated utilizing a discounted cash flow approach utilizing long-term cash flow forecasts and our annual operating plans adjusted for terminal value assumptions. | |
We determine the fair value of our reporting units utilizing our best estimate of future revenues, operating expenses, cash flows, market and general economic conditions as well as assumptions that we believe marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. Although we believe our assumptions are reasonable, actual results may vary significantly. These impairment tests involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. To address this uncertainty we perform sensitivity analysis on key estimates and assumptions. | |
Based upon the impairment analysis performed in the fourth quarter of 2013, 2012 and 2011, there was no impairment of goodwill or other indefinite-lived intangible assets for these years. Management evaluated the effect of lowering the estimated fair value for each of the reporting units by 10% and determined that no impairment of goodwill would have been recognized under this evaluation for 2013, 2012 or 2011. | |
The Company evaluates the recoverability of its other long-lived assets, including amortizable intangible assets, if circumstances indicate an impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. Property and equipment is evaluated separately within each business unit. If such analysis indicates that the carrying value of these assets is not recoverable, then the carrying value of such assets is reduced to fair value through a charge to the Company’s Consolidated Statements of Operations. There were no impairments relating to other long-lived assets, including amortizable intangible assets, during 2013, 2012 or 2011. | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
Significant non-cash transactions in 2013 included the non-cash issuance of common stock of $22 million pursuant to the Phantom Value Plan, net of shares withheld for taxes. In addition, during 2013, the Company recorded $6 million in tenant improvements related to the new corporate headquarters and $14 million in capital lease additions, both of which resulted in non-cash accruals to fixed assets and other long-term liabilities. | |
Significant non-cash transactions in 2012 included non-cash issuances of common stock of $2,366 million related to the conversion of the Convertible Notes and $12 million for a portion of the 2012 Bonus Plan that was paid in common stock. In addition, during 2012, the Company recorded $21 million in tenant improvements related to the new corporate headquarters and $6 million in capital lease additions, both of which resulted in non-cash accruals to fixed assets and other long-term liabilities. | |
Significant non-cash transactions in 2011 included the Company’s election to satisfy the interest payment obligation by issuing $3 million of Senior Toggle Notes which resulted in non-cash transfers between accrued interest and long-term debt. | |
STOCK-BASED COMPENSATION | |
The Company grants stock-based awards to certain senior management, employees and directors. These awards are measured at the grant date based on the fair value as calculated using the Black-Scholes option pricing model and are recognized as expense over the service period based on the vesting requirements, or when requisite performance metrics or milestones are achieved. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating expected volatility, expected term, risk-free rate and estimated forfeiture rates. | |
For non-performance based employee stock awards, the fair value of the compensation cost is recognized on a straight-line basis over the requisite service period of the award. Compensation cost for restricted stock (non-vested stock) is recorded based on its market value on the date of grant and is expensed in the Company’s Consolidated Statements of Operations ratably over the vesting period. | |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | |
In July 2012, the FASB amended the guidance on impairment testing for indefinite-lived intangible assets that allows an entity to elect to qualitatively assess whether it is necessary to perform the current two-step impairment test. If the qualitative assessment determines that it is not more-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, then performing the two-step test is unnecessary. If the entity elects to bypass the qualitative assessment for any indefinite-lived intangible asset and proceed directly to Step One of the test and validate the conclusion by measuring fair value, it can resume performing the qualitative assessment in any subsequent period. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, however early adoption is permitted. The Company did not utilize the new qualitative analysis for its impairment test which was performed in the fourth quarter of 2013. | |
In February 2013, the FASB amended guidance requiring new footnote disclosures related to reclassifications out of accumulated other comprehensive income to net income. Companies are required to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by reclassification. A company would not need to show the income statement line item affected for certain components that are not required to be reclassified in their entirety to net income. If the component is not required to be reclassified to net income it its entirety, companies would instead cross reference that amount to the related footnote where additional details about the effect of the reclassification are disclosed. The Company disclosed the reclassifications for the years ended December 31, 2013, 2012 and 2011. | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
In July 2013, the FASB amended guidance requiring companies to present in the statement of financial position, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward. To the extent that a net operating loss carryforward or tax credit carryforward at the reporting date is not available under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, the unrecognized tax benefit would be presented in the statement of financial position as a liability. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company currently presents unrecognized tax benefits in accordance with the amended guidance and therefore the new standard will have no impact on the Company's financial statement presentation. |
Note_3_Acquisitions_Acquisitio
Note 3. Acquisitions Acquisitions (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
ACQUISITIONS | |
Assets acquired and liabilities assumed in business combinations were recorded in the Company’s Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Company’s Consolidated Statements of Operations since their respective dates of acquisition. | |
In connection with the Company’s acquisition of real estate brokerage operations, the Company obtains contractual pendings and listings intangible assets, which represent the estimated fair value of homesale transactions that are pending closing or homes listed for sale by the acquired brokerage operations. Pendings and listings intangible assets are amortized over the estimated closing period of the underlying contracts and homes listed for sale, which in most cases is approximately five months. | |
2013 ACQUISITIONS | |
During the year ended December 31, 2013, the Company acquired fifteen real estate brokerage operations through its wholly-owned subsidiary, NRT, for cash consideration of $32 million and established $4 million of liabilities related to contingent consideration. These acquisitions resulted in goodwill of $31 million and pendings and listings and other intangibles of $5 million that were assigned to the Company Owned Brokerage Services segment. | |
None of the 2013 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. | |
2012 ACQUISITIONS | |
During the year ended December 31, 2012, the Company acquired seven real estate brokerage operations through its wholly-owned subsidiary, NRT, for cash consideration of $3 million and established $2 million of liabilities related to contingent consideration. These acquisitions resulted in goodwill of $5 million that was assigned to the Company Owned Brokerage Services segment. | |
None of the 2012 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. | |
2011 ACQUISITIONS | |
During the year ended December 31, 2011, the Company acquired thirteen real estate brokerage operations through its wholly-owned subsidiary, NRT, for cash consideration of $3 million and established $2 million of liabilities related to contingent consideration. These acquisitions resulted in goodwill of $3 million that was assigned to the Company Owned Brokerage Services segment. | |
None of the 2011 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. |
Note_4_Intangible_Assets_Intan
Note 4. Intangible Assets Intangible Assets (Notes) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure | ' | |||||||||||||||||||||||
INTANGIBLE ASSETS | ||||||||||||||||||||||||
Goodwill by segment and changes in the carrying amount are as follows: | ||||||||||||||||||||||||
Real Estate | Company | Relocation | Title and | Total | ||||||||||||||||||||
Franchise | Owned | Services | Settlement | Company | ||||||||||||||||||||
Services | Brokerage | Services | ||||||||||||||||||||||
Services | ||||||||||||||||||||||||
Goodwill balance at January 1, 2011 | $ | 2,241 | $ | 622 | $ | 360 | $ | 73 | $ | 3,296 | ||||||||||||||
Goodwill acquired | — | 3 | — | — | 3 | |||||||||||||||||||
Balance at December 31, 2011 | 2,241 | 625 | 360 | 73 | 3,299 | |||||||||||||||||||
Goodwill acquired | — | 5 | — | — | 5 | |||||||||||||||||||
Balance at December 31, 2012 | 2,241 | 630 | 360 | 73 | 3,304 | |||||||||||||||||||
Goodwill acquired | — | 31 | — | — | 31 | |||||||||||||||||||
Balance at December 31, 2013 | $ | 2,241 | $ | 661 | $ | 360 | $ | 73 | $ | 3,335 | ||||||||||||||
Goodwill and accumulated impairment summary | ||||||||||||||||||||||||
Gross goodwill | $ | 3,264 | $ | 819 | $ | 641 | $ | 397 | $ | 5,121 | ||||||||||||||
Accumulated impairment losses (a) | (1,023 | ) | (158 | ) | (281 | ) | (324 | ) | (1,786 | ) | ||||||||||||||
Balance at December 31, 2013 | $ | 2,241 | $ | 661 | $ | 360 | $ | 73 | $ | 3,335 | ||||||||||||||
_______________ | ||||||||||||||||||||||||
(a) | During the fourth quarter of 2008, the Company recorded an impairment charge of $1,557 million, which reduced intangible assets by $278 million and reduced goodwill by $1,279 million. During the fourth quarter of 2007, the Company recorded an impairment charge of $637 million, which reduced intangible assets by $130 million and reduced goodwill by $507 million. | |||||||||||||||||||||||
During the fourth quarter of 2013, 2012 and 2011, the Company performed its annual impairment analysis of goodwill and unamortized intangible assets. These analyses resulted in no impairment charges. | ||||||||||||||||||||||||
Intangible assets are as follows: | ||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Amortizable—Franchise agreements (a) | $ | 2,019 | $ | 457 | $ | 1,562 | $ | 2,019 | $ | 390 | $ | 1,629 | ||||||||||||
Unamortizable—Trademarks (b) | $ | 732 | $ | 732 | $ | 732 | $ | 732 | ||||||||||||||||
Other Intangibles | ||||||||||||||||||||||||
Amortizable—License agreements (c) | $ | 45 | $ | 6 | $ | 39 | $ | 45 | $ | 5 | $ | 40 | ||||||||||||
Amortizable—Customer relationships (d) | 529 | 219 | 310 | 529 | 182 | 347 | ||||||||||||||||||
Unamortizable—Title plant shares (e) | 10 | 10 | 10 | 10 | ||||||||||||||||||||
Amortizable—Pendings and listings (f) | 2 | 1 | 1 | — | — | — | ||||||||||||||||||
Amortizable—Other (g) | 9 | 4 | 5 | 6 | 4 | 2 | ||||||||||||||||||
Total Other Intangibles | $ | 595 | $ | 230 | $ | 365 | $ | 590 | $ | 191 | $ | 399 | ||||||||||||
_______________ | ||||||||||||||||||||||||
(a) Generally amortized over a period of 30 years. | ||||||||||||||||||||||||
(b) | Relates to the Century 21, Coldwell Banker, ERA, The Corcoran Group, Coldwell Banker Commercial and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. | |||||||||||||||||||||||
(c) | Relates to the Sotheby’s International Realty and Better Homes and Gardens Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | |||||||||||||||||||||||
(d) | Relates to the customer relationships at the Title and Settlement Services segment and the Relocation Services segment. These relationships are being amortized over a period of 5 to 20 years. | |||||||||||||||||||||||
(e) | Primarily relates to the Texas American Title Company title plant shares. Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. | |||||||||||||||||||||||
(f) | Generally amortized over a period of 5 months. | |||||||||||||||||||||||
(g) | Generally amortized over periods ranging from 2 to 10 years. | |||||||||||||||||||||||
Intangible asset amortization expense is as follows: | ||||||||||||||||||||||||
For the Year Ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
Franchise agreements | $ | 67 | $ | 68 | $ | 67 | ||||||||||||||||||
License agreements | 1 | 1 | 1 | |||||||||||||||||||||
Customer relationships | 37 | 38 | 37 | |||||||||||||||||||||
Pendings and listings | 3 | — | 2 | |||||||||||||||||||||
Other | 1 | 1 | 5 | |||||||||||||||||||||
Total | $ | 109 | $ | 108 | $ | 112 | ||||||||||||||||||
Based on the Company’s amortizable intangible assets as of December 31, 2013, the Company expects related amortization expense to be approximately $107 million, $95 million, $95 million, $91 million, $90 million and $1,439 million in 2014, 2015, 2016, 2017, 2018 and thereafter, respectively. |
Note_5_Franchising_and_Marketi
Note 5. Franchising and Marketing Activities Franchising and Marketing Activities (Notes) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Franchising and Marketing Activities [Abstract] | ' | ||||||||
Franchisors [Text Block] | ' | ||||||||
FRANCHISING AND MARKETING ACTIVITIES | |||||||||
Franchise fee revenue includes domestic initial franchise fees and international area development fees of $12 million, $6 million, and $9 million for the year ended December 31, 2013, 2012 and 2011, respectively. In addition, franchise fee revenue is net of annual volume incentives provided to real estate franchisees of $48 million, $35 million and $25 million for the year ended December 31, 2013, 2012 and 2011, respectively. The Company’s real estate franchisees may receive volume incentives on their royalty payments. Such annual incentives are based upon the amount of the franchisees commission income earned and paid to the Company during the calendar year. Each brand has several different annual incentive schedules currently in effect. | |||||||||
The Company’s wholly-owned real estate brokerage services segment, NRT, pays royalties to the Company’s franchise business; however, such amounts are eliminated in consolidation. NRT paid royalties to the Real Estate Franchise Services segment of $265 million, $234 million and $204 million for the year ended December 31, 2013, 2012 and 2011, respectively. | |||||||||
Marketing fees are generally paid by the Company’s real estate franchisees and are calculated based on a specified percentage of gross closed commissions earned on the sale of real estate, subject to certain minimum and maximum payments. Such fees are recorded within Other revenues on the accompanying Consolidated Statements of Operations. As provided for in the franchise agreements and generally at the Company’s discretion, all of these fees are to be expended for marketing purposes. | |||||||||
The number of franchised and company owned outlets in operation are as follows: | |||||||||
(Unaudited) | |||||||||
As of December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Franchised: | |||||||||
Century 21® | 7,109 | 7,060 | 7,475 | ||||||
ERA® | 2,314 | 2,312 | 2,364 | ||||||
Coldwell Banker® | 2,489 | 2,461 | 2,485 | ||||||
Coldwell Banker Commercial® | 195 | 166 | 175 | ||||||
Sotheby’s International Realty® | 666 | 629 | 573 | ||||||
Better Homes and Gardens® Real Estate | 259 | 252 | 210 | ||||||
13,032 | 12,880 | 13,282 | |||||||
Company Owned: | |||||||||
ERA® | 11 | 10 | 10 | ||||||
Coldwell Banker® | 631 | 639 | 649 | ||||||
Sotheby’s International Realty® | 32 | 30 | 30 | ||||||
Corcoran®/Other | 32 | 33 | 35 | ||||||
706 | 712 | 724 | |||||||
The number of franchised and company owned outlets (in the aggregate) changed as follows: | |||||||||
(Unaudited) | |||||||||
For the Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Franchised: | |||||||||
Beginning balance | 12,880 | 13,282 | 13,939 | ||||||
Additions | 478 | 366 | 335 | ||||||
Terminations | (326 | ) | (768 | ) | (992 | ) | |||
Ending balance | 13,032 | 12,880 | 13,282 | ||||||
Company Owned: | |||||||||
Beginning balance | 712 | 724 | 746 | ||||||
Additions | 15 | 17 | 10 | ||||||
Closures | (21 | ) | (29 | ) | (32 | ) | |||
Ending balance | 706 | 712 | 724 | ||||||
As of December 31, 2013, there were an insignificant amount of franchise agreements that have been executed, but for which offices are not yet operating. Additionally, as of December 31, 2013, there were an insignificant number of franchise agreements pending termination. | |||||||||
In connection with ongoing fees the Company receives from its franchisees pursuant to the franchise agreements, the Company is required to provide certain services, such as training and marketing. In order to assist franchisees in converting to one of the Company’s brands, expand their operations, or as an incentive to renew their franchise agreement, the Company may at its discretion, provide non-standard incentives, primarily in the form of conversion notes (prior to 2009, the Company issued development advance notes). Provided the franchisee meets certain minimum annual revenue thresholds during the term of the notes and is in compliance with the terms of the franchise agreement, the amount of the note is forgiven annually in equal ratable amounts over the life of the franchise agreement. Otherwise, related principal is due and payable to the Company. The amount of such franchisee conversion notes and development advance notes were $93 million, net of $2 million of reserves, and $89 million, net of $3 million of reserves, at December 31, 2013 and 2012, respectively. These notes are principally classified within Other non-current assets in the Company’s Consolidated Balance Sheets. The Company recorded a charge in the statement of operations related to the forgiveness and impairment of these notes of $11 million, $16 million and $13 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
Note_6_Property_and_Equipment_
Note 6. Property and Equipment, Net Property and Equipment, Net (Notes) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment, Net | ' | |||||||
6 | PROPERTY AND EQUIPMENT, NET | |||||||
Property and equipment, net consisted of: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Furniture, fixtures and equipment | $ | 204 | $ | 194 | ||||
Capitalized software | 261 | 235 | ||||||
Building and leasehold improvements | 159 | 159 | ||||||
Land | 3 | 4 | ||||||
627 | 592 | |||||||
Less: accumulated depreciation and amortization | (422 | ) | (404 | ) | ||||
$ | 205 | $ | 188 | |||||
The Company recorded depreciation and amortization expense related to property and equipment of $67 million, $65 million and $74 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
Note_7_Accrued_Expenses_And_Ot
Note 7. Accrued Expenses And Other Current Liabilities Accrued Expenses And Other Current Liabilities (Notes) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses And Other Current Liabilities | ' | |||||||
7 | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||||||
Accrued expenses and other current liabilities consisted of: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Accrued payroll and related employee costs | $ | 146 | $ | 80 | ||||
Accrued volume incentives | 31 | 22 | ||||||
Accrued commissions | 21 | 22 | ||||||
Restructuring accruals | 6 | 11 | ||||||
Deferred income | 73 | 69 | ||||||
Accrued interest | 63 | 87 | ||||||
Other | 114 | 136 | ||||||
$ | 454 | $ | 427 | |||||
Note_8_Short_And_LongTerm_Debt
Note 8. Short And Long-Term Debt Short and Long-Term Debt (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Short And Long-Term Debt | ' | |||||||||||||||
SHORT AND LONG-TERM DEBT | ||||||||||||||||
Total indebtedness is as follows: | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility | $ | — | $ | 110 | ||||||||||||
Term loan facility | 1,887 | 1,822 | ||||||||||||||
7.625% First Lien Notes | 593 | 593 | ||||||||||||||
7.875% First and a Half Lien Notes | 700 | 700 | ||||||||||||||
9.00% First and a Half Lien Notes | 225 | 325 | ||||||||||||||
3.375% Senior Notes | 500 | — | ||||||||||||||
11.50% Senior Notes | — | 489 | ||||||||||||||
12.00% Senior Notes | — | 129 | ||||||||||||||
12.375% Senior Subordinated Notes | — | 188 | ||||||||||||||
13.375% Senior Subordinated Notes | — | 10 | ||||||||||||||
Securitization Obligations: | ||||||||||||||||
Apple Ridge Funding LLC | 229 | 235 | ||||||||||||||
Cartus Financing Limited | 23 | 26 | ||||||||||||||
$ | 4,157 | $ | 4,627 | |||||||||||||
Indebtedness Table | ||||||||||||||||
As of December 31, 2013, the total capacity, outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: | ||||||||||||||||
Interest | Expiration | Total | Outstanding | Available | ||||||||||||
Rate | Date | Capacity | Borrowings | Capacity | ||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility (1) | -2 | Mar-18 | $ | 475 | $ | — | $ | 450 | ||||||||
Term loan facility | -3 | Mar-20 | 1,905 | 1,887 | — | |||||||||||
First Lien Notes | 7.63% | Jan-20 | 593 | 593 | — | |||||||||||
First and a Half Lien Notes | 7.88% | Feb-19 | 700 | 700 | — | |||||||||||
First and a Half Lien Notes | 9.00% | Jan-20 | 225 | 225 | — | |||||||||||
Senior Notes | 3.38% | May-16 | 500 | 500 | — | |||||||||||
Securitization obligations: (4) | ||||||||||||||||
Apple Ridge Funding LLC | Sep-14 | 325 | 229 | 96 | ||||||||||||
Cartus Financing Limited (5) | Various | 66 | 23 | 43 | ||||||||||||
$ | 4,789 | $ | 4,157 | $ | 589 | |||||||||||
_______________ | ||||||||||||||||
-1 | The available capacity under this facility was reduced by $25 million of outstanding letters of credit. On February 21, 2014, the Company had $95 million outstanding on the extended revolving credit facility and $25 million outstanding letters of credit on such facility, leaving $355 million of available capacity. | |||||||||||||||
-2 | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Group’s option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75% in each case subject to reductions based on the attainment of certain leverage ratios. | |||||||||||||||
-3 | Consists of a $1,905 million term loan, less a discount of $18 million. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Group’s option, (a) adjusted LIBOR plus 3.50% (with a LIBOR floor of 1.00%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.50% (with an ABR floor of 2.00%). | |||||||||||||||
-4 | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||||||||||
-5 | Consists of a £35 million facility which expires in August 2015 and a £5 million annual working capital facility which expires in August 2014. | |||||||||||||||
Senior Secured Credit Facility | ||||||||||||||||
On March 5, 2013, Realogy Group entered into an amended and restated senior secured credit agreement (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement replaces the agreement that had been entered into on April 10, 2007 and refinances the prior term loan facility and prior revolving credit facility. | ||||||||||||||||
The Amended and Restated Credit Agreement provides for: | ||||||||||||||||
a. | a seven-year, $1,920 million term loan facility issued at 99% of par with a maturity date of March 5, 2020, the proceeds of which were utilized to pay off the $1,822 million principal amount of the existing term loan borrowings under the prior facility, to pay fees and expenses incurred in connection with the refinancing and for general corporate purposes; and | |||||||||||||||
b. | a five-year, $475 million revolving credit facility with a maturity date of March 5, 2018, which includes (i) a $250 million letter of credit subfacility and (ii) a swingline loan subfacility. Initial borrowings under the new revolving credit facility were used to repay the outstanding indebtedness under the prior revolving credit facility. | |||||||||||||||
The interest rate with respect to the term loan is based on, at Realogy Group's option, adjusted LIBOR plus 3.50% (with a LIBOR floor of 1.00%) or ABR plus 2.50% (with an ABR floor of 2.0%). The interest rate with respect to revolving loans under the revolving credit facility is based on, at Realogy Group's option, adjusted LIBOR plus 2.75% or ABR plus 1.75%. | ||||||||||||||||
The Amended and Restated Credit Agreement also retained a $155 million synthetic letter of credit facility, of which $36 million matured on October 10, 2013 and the remaining capacity of $119 million matures on October 10, 2016. | ||||||||||||||||
The synthetic letter of credit facility may be utilized for general corporate purposes, including the support of Realogy Group’s obligations with respect to Cendant contingent and other liabilities assumed under the Separation and Distribution Agreement. As of December 31, 2013, the facility was being utilized for a $53 million letter of credit with Cendant for potential contingent obligations and $59 million of letters of credit for other general corporate purposes. | ||||||||||||||||
The Amended and Restated Credit Agreement permits the Company to obtain up to $500 million of additional credit facilities from lenders reasonably satisfactory to the administrative agent and us, without the consent of the existing lenders under the new senior secured credit facility, plus an unlimited amount if Realogy Group's senior secured leverage ratio is less than 3.50 to 1.00 on a pro forma basis. Subject to certain restrictions, the Amended and Restated Credit Agreement also permits us to issue senior secured or unsecured notes in lieu of any incremental facility. | ||||||||||||||||
The term loan facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount of the term loan facility, which commenced on June 30, 2013, with the balance payable upon the final maturity date. The synthetic letter of credit facility provides for quarterly amortization payments totaling 1% per annum of the principal amount of the synthetic letter of credit facility outstanding with the balance payable upon the final maturity date. | ||||||||||||||||
The obligations under the Amended and Restated Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries. | ||||||||||||||||
Realogy Group’s senior secured credit facility contains financial, affirmative and negative covenants and requires Realogy Group to maintain a senior secured leverage ratio, in certain circumstances, not to exceed 4.75 to 1.00. This ratio is required if the amount of borrowings outstanding under the revolving credit facility together with the amount of letters of credit issued under the revolving credit facility at the end of the quarter, exceed 25% of the revolving credit facility capacity. In this report, the Company refers to the term "Adjusted EBITDA" to mean EBITDA as so defined for purposes of determining compliance with the senior secured leverage covenant. The senior secured leverage ratio measured at any applicable quarter end is Realogy Group's total senior secured net debt divided by the trailing twelve-month adjusted EBITDA. Total senior secured net debt does not include the First and a Half Lien Notes, other indebtedness secured by a lien that is pari passu or junior in priority to the First and a Half Lien Notes, unsecured indebtedness, including the 3.375% Senior Notes or securitization obligations. At December 31, 2013, Realogy Group’s borrowings and outstanding letters of credit issued under the revolving credit facility did not exceed 25% of the revolving credit facility capacity; however, the Company has continued to calculate the senior secured leverage ratio. At December 31, 2013, Realogy Group’s senior secured leverage ratio was 2.95 to 1.00. | ||||||||||||||||
Realogy Group has the right to cure an event of default of the senior secured leverage ratio in three of any of the four consecutive quarters through the issuance of additional equity for cash, which would be infused as capital into Realogy Group. If Realogy Group is unable to maintain compliance with the senior secured leverage ratio and fails to remedy a default through an equity cure as described above, there would be an "event of default" under the senior secured credit facility. Other events of default under the senior secured credit facility include, without limitation, nonpayment, material misrepresentations, insolvency, bankruptcy, certain material judgments, change of control and cross-events of default on material indebtedness. | ||||||||||||||||
If an event of default occurs under the senior secured credit facility, and Realogy Group fails to obtain a waiver from the lenders, Realogy Group’s financial condition, results of operations and business would be materially adversely affected. Upon the occurrence of an event of default under the senior secured credit facility, the lenders: | ||||||||||||||||
• | would not be required to lend any additional amounts to Realogy Group; | |||||||||||||||
• | could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable; | |||||||||||||||
• | could require Realogy Group to apply all of its available cash to repay these borrowings; or | |||||||||||||||
• | could prevent Realogy Group from making payments on the First Lien Notes, the First and a Half Lien Notes or the unsecured notes; | |||||||||||||||
any of which could result in an event of default under the First Lien Notes, the First and a Half Lien Notes, the unsecured notes and the Company’s Apple Ridge Funding LLC securitization program. | ||||||||||||||||
If Realogy Group were unable to repay those amounts, the lenders under the senior secured credit facility could proceed against the collateral granted to secure the senior secured credit facility, which assets also secure its other secured indebtedness. Realogy Group has pledged the majority of its assets as collateral to secure such indebtedness. If the lenders under the senior secured credit facility were to accelerate the repayment of borrowings, then Realogy Group may not have sufficient assets to repay the senior secured credit facility and other indebtedness, or be able to borrow sufficient funds to refinance such indebtedness. Even if Realogy Group is able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to Realogy Group. | ||||||||||||||||
First Lien Notes | ||||||||||||||||
The $593 million of First Lien Notes are senior secured obligations of Realogy Group and mature on January 15, 2020. The First Lien Notes bear interest at a rate of 7.625% per annum and interest is payable semiannually on January 15 and July 15 of each year. The First Lien Notes are guaranteed on a senior secured basis by Realogy Intermediate and each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility or certain of Realogy Group's outstanding debt securities. The First Lien Notes are also guaranteed by Realogy Holdings, on an unsecured senior subordinated basis. The First Lien Notes are secured by the same collateral as the Company’s existing secured obligations under its Senior Secured Credit Facility and the First and a Half Lien Notes. The priority of the collateral liens securing the First Lien Notes is (i) equal to the collateral liens securing the Company's first lien obligations under the Senior Secured Credit Facility, and (ii) senior to the collateral liens securing the Company’s other secured obligations not secured by a first priority lien, including the First and a Half Lien Notes. | ||||||||||||||||
First and a Half Lien Notes | ||||||||||||||||
The First and a Half Lien Notes are senior secured obligations of Realogy Group. The 7.875% First and a Half Lien Notes mature in February 2019 and interest is payable semiannually on February 15 and August 15 of each year. The 9.00% First and a Half Lien Notes mature in January 2020 and interest is payable semiannually on January 15 and July 15 of each year. The First and a Half Lien Notes are guaranteed on a senior secured basis by Realogy Intermediate and each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility or certain of Realogy Group's outstanding debt securities. The First and a Half Lien Notes are also guaranteed by Realogy Holdings, on an unsecured senior subordinated basis. The First and a Half Lien Notes are secured by the same collateral as the Company’s existing secured obligations under its Senior Secured Credit Facility and the First Lien Notes. The priority of the collateral liens securing the First and a Half Lien Notes is junior to the collateral liens securing the Company’s first lien obligations under its Senior Secured Credit Facility and the First Lien Notes. The priority of the collateral liens securing each series of the First and a Half Lien Notes is equal to one another. | ||||||||||||||||
During the third quarter of 2013, the Company repurchased $100 million of its 9.00% First and a Half Lien Notes through open market purchases for an aggregate purchase price of $120 million, including $2 million of accrued interest and a premium of $18 million. | ||||||||||||||||
Unsecured Notes | ||||||||||||||||
On April 16, 2013, Realogy Group utilized $201 million of the remaining $218 million of net proceeds from the Company's initial public offering to redeem all of the outstanding Senior Subordinated Notes. On April 23, 2013, Realogy Group utilized the remaining net proceeds from the Company's initial public offering, cash on hand and borrowings under its revolving credit facility to redeem all of the $130 million of its 12.00% Senior Notes at a premium of 106%. | ||||||||||||||||
On April 26, 2013, Realogy Group issued $500 million of 3.375% senior notes due 2016 (the "3.375% Senior Notes"). Realogy Group used the net proceeds from the offering of the 3.375% Senior Notes of $494 million, along with borrowings under its revolving credit facility, to redeem all $492 million of its 11.50% Senior Notes at a redemption premium of 106%, plus accrued interest to the redemption date of May 28, 2013. The 3.375% Senior Notes are unsecured senior obligations of Realogy Group that mature on May 1, 2016. Interest on the 3.375% Senior Notes is payable semiannually on May 1 and November 1 of each year, which commenced on November 1, 2013. The 3.375% Senior Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility, the First Lien Notes and the First and a Half Lien Notes. The 3.375% Senior Notes are guaranteed by Realogy Holdings on an unsecured senior subordinated basis. | ||||||||||||||||
Convertible Notes | ||||||||||||||||
On January 5, 2011, Realogy Group issued Convertible Notes which bore interest at a rate per annum of 11.00% payable semiannually on April 15 and October 15 of each year and were convertible into shares of our common stock. In October 2012, the Company issued shares of common stock and raised net proceeds of approximately $1,176 million in the initial public offering of its common stock. In conjunction with the closing of the offering, holders of approximately $2,110 million of Convertible Notes converted all of their Convertible Notes into shares of common stock. Certain of these holders, upon conversion of their Convertible Notes, were issued additional shares of common stock pursuant to letter agreements with the Company. The issuance of the additional shares of common stock resulted in a non-cash expense of $256 million. In addition, holders of approximately $1,901 million of the Convertible Notes who converted their Convertible Notes on October 12, 2012 in advance of the October 15, 2012 semiannual interest payment date received a non-recurring cash fee of $105 million upon conversion (attributable to the semiannual interest payment). These two expenses are recorded on the line "IPO related costs for Convertible Notes" in our Consolidated Statements of Operations. | ||||||||||||||||
Securitization Obligations | ||||||||||||||||
Realogy Group has secured obligations through Apple Ridge Funding LLC, a securitization program with a borrowing capacity of $325 million and an expiration date of September 2014. | ||||||||||||||||
Realogy Group, through a special purpose entity, known as Cartus Financing Limited, has agreements providing for a £35 million revolving loan facility which expires in August 2015 and a £5 million annual working capital facility which expires in August 2014. These Cartus Financing Limited facilities are secured by the relocation assets of a U.K. government contract in this special purpose entity and are therefore classified as permitted securitization financings as defined in Realogy Group’s senior secured credit facility and the indentures governing the 3.375% Senior Notes. | ||||||||||||||||
The Apple Ridge entities and the Cartus Financing Limited entity are consolidated special purpose entities that are utilized to securitize relocation receivables and related assets. These assets are generated from advancing funds on behalf of clients of Realogy Group’s relocation business in order to facilitate the relocation of their employees. Assets of these special purpose entities are not available to pay Realogy Group’s general obligations. Under the Apple Ridge program, provided no termination or amortization event has occurred, any new receivables generated under the designated relocation management agreements are sold into the securitization program and as new eligible relocation management agreements are entered into, the new agreements are designated to the program. The Apple Ridge program has restrictive covenants and trigger events, including performance triggers linked to the age and quality of the underlying assets, foreign obligor limits, multicurrency limits, financial reporting requirements, restrictions on mergers and change of control, any uncured breach of Realogy Group’s senior secured leverage ratio under Realogy Group’s senior secured credit facility, and cross-defaults to Realogy Group’s material indebtedness. The occurrence of a trigger event under the Apple Ridge securitization facility could restrict our ability to access new or existing funding under this facility or result in termination of the facility, either of which would adversely affect the operation of our relocation business. | ||||||||||||||||
Certain of the funds that Realogy Group receives from relocation receivables and related assets must be utilized to repay securitization obligations. These obligations were collateralized by $276 million and $309 million of underlying relocation receivables and other related relocation assets at December 31, 2013 and 2012, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Realogy Group’s securitization obligations are classified as current in the accompanying Consolidated Balance Sheets. | ||||||||||||||||
Interest incurred in connection with borrowings under these facilities amounted to $7 million and $9 million for the year ended December 31, 2013 and 2012, respectively. This interest is recorded within net revenues in the accompanying Consolidated Statements of Operations as related borrowings are utilized to fund Realogy Group’s relocation business where interest is generally earned on such assets. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.0% and 3.5% for the year ended December 31, 2013 and 2012, respectively. | ||||||||||||||||
Loss on the Early Extinguishment of Debt and Write-Off of Deferred Financing Costs | ||||||||||||||||
As a result of refinancing transactions and note redemptions, the Company recorded a loss on the early extinguishment of debt of $68 million and wrote off deferred financing costs of $2 million to interest expense during the year ended December 31, 2013. | ||||||||||||||||
As a result of the repayment and refinancing of certain of the Company's indebtedness in 2012, the Company recorded a loss on the early extinguishment of debt of $24 million during the year ended December 31, 2012. | ||||||||||||||||
As a result of refinancing transactions in 2011, the Company recorded a loss on the early extinguishment of debt of $36 million and wrote off deferred financing costs of $7 million to interest expense as a result of the debt modifications during the year ended December 31, 2011. |
Note_9_Employee_Benefit_Plans_
Note 9. Employee Benefit Plans Employee Benefit Plans (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||
Employee Benefit Plans | ' | |||||||||||||||
EMPLOYEE BENEFIT PLANS | ||||||||||||||||
DEFINED BENEFIT PENSION PLAN | ||||||||||||||||
At December 31, 2013 and 2012, the accumulated benefit obligation of this plan was $147 million and $164 million, respectively, and the fair value of the plan assets were $113 million and $104 million, respectively, resulting in an unfunded accumulated benefit obligation of $34 million and $60 million, respectively, which is recorded in Other non-current liabilities in the Consolidated Balance Sheets. Participation in this plan was frozen as of July 1, 1997. The projected benefit obligation of this plan is equal to the accumulated benefit obligation as almost all of the employees participating in this plan are no longer accruing benefits. | ||||||||||||||||
The following tables show the changes in benefit obligation and plan assets for the defined benefit pension plan during the years ended: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Change in benefit obligation | ||||||||||||||||
Benefit obligation at beginning of year | $ | 164 | $ | 154 | ||||||||||||
Interest cost | 5 | 6 | ||||||||||||||
Actuarial (gain) loss | (14 | ) | 12 | |||||||||||||
Net benefits paid | (8 | ) | (8 | ) | ||||||||||||
Benefit obligation at end of year | 147 | 164 | ||||||||||||||
Change in plan assets | ||||||||||||||||
Fair value of plan assets at beginning of year | $ | 104 | $ | 94 | ||||||||||||
Actual return on plan assets | 11 | 11 | ||||||||||||||
Employer contribution | 6 | 7 | ||||||||||||||
Net benefits paid | (8 | ) | (8 | ) | ||||||||||||
Fair value of plan assets at end of year | 113 | 104 | ||||||||||||||
Underfunded at end of year | $ | 34 | $ | 60 | ||||||||||||
The weighted average assumptions that were used to determine the Company’s benefit obligation and net periodic benefit cost for the following years ended December 31 are: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Discount rate for year-end obligation | 4.4 | % | 3.5 | % | ||||||||||||
Discount rate for net periodic pension cost | 3.5 | % | 4.1 | % | ||||||||||||
Expected long-term return on assets for year-end obligation | 7 | % | 7 | % | ||||||||||||
Expected long-term return on assets for net periodic pension cost | 7 | % | 7.25 | % | ||||||||||||
Compensation increase | — | — | ||||||||||||||
The net periodic pension cost for 2013 was less than $1 million and is comprised of interest cost of approximately $5 million and the amortization of the actuarial net loss of $2 million offset by a benefit of $7 million for the expected return on assets. The net periodic pension cost for 2012 was approximately $5 million and is comprised of interest cost of approximately $6 million and the amortization of the actuarial net loss of $6 million offset by a benefit of $7 million for the expected return on assets. The estimated actuarial loss of approximately $1 million will be amortized from the accumulated other comprehensive income into net periodic pension cost in 2014. | ||||||||||||||||
Estimated future benefit payments as of December 31, 2013 are as follows: | ||||||||||||||||
Year | Amount | |||||||||||||||
2014 | $ | 9 | ||||||||||||||
2015 | 9 | |||||||||||||||
2016 | 9 | |||||||||||||||
2017 | 9 | |||||||||||||||
2018 | 9 | |||||||||||||||
2019 through 2023 | 49 | |||||||||||||||
The minimum funding required during 2014 is estimated to be $8 million. | ||||||||||||||||
The Company recognized a gain of $20 million and a loss of $2 million in other comprehensive income for the years ended December 31, 2013 and 2012, respectively. The total amount recognized in net periodic pension cost (benefit) and other comprehensive income was a benefit of $20 million and a cost of $8 million for the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||
The amount in accumulated other comprehensive income not yet recognized as components of the periodic pension cost (benefit) is comprised of an actuarial loss of $37 million and $56 million as of December 31, 2013 and 2012, respectively. | ||||||||||||||||
It is the objective of the plan sponsor to maintain an adequate level of diversification to balance market risk, prudently invest to preserve capital and to provide sufficient liquidity under the plan. The assumption used for the expected long-term rate of return on plan assets is based on the long-term expected returns for the investment mix of assets currently in the portfolio. Historic real return trends for the various asset classes in the class portfolio are combined with anticipated future market conditions to estimate the real rate of return for each class. These rates are then adjusted for anticipated future inflation to determine estimated nominal rates of return for each class. | ||||||||||||||||
The following table presents the fair values of plan assets by category as of December 31, 2013: | ||||||||||||||||
Asset Category | Quoted Price in Active Market for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total | ||||||||||||
(Level I) | (Level II) | (Level III) | ||||||||||||||
Cash and cash equivalents | $ | 3 | $ | — | $ | — | $ | 3 | ||||||||
Equity Securities: | ||||||||||||||||
U.S. large-cap funds | — | 33 | — | 33 | ||||||||||||
U.S. small-cap funds | — | 9 | — | 9 | ||||||||||||
International funds | — | 23 | — | 23 | ||||||||||||
Real estate fund | — | 5 | — | 5 | ||||||||||||
Fixed Income Securities: | ||||||||||||||||
Bond funds | — | 40 | — | 40 | ||||||||||||
Total | $ | 3 | $ | 110 | $ | — | $ | 113 | ||||||||
The following table presents the fair values of plan assets by category as of December 31, 2012: | ||||||||||||||||
Asset Category | Quoted Price in Active Market for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total | ||||||||||||
(Level I) | (Level II) | (Level III) | ||||||||||||||
Cash and cash equivalents | $ | 3 | $ | — | $ | — | $ | 3 | ||||||||
Equity Securities: | ||||||||||||||||
U.S. large-cap funds | — | 26 | — | 26 | ||||||||||||
U.S. small-cap funds | — | 6 | — | 6 | ||||||||||||
International funds | — | 9 | — | 9 | ||||||||||||
Real estate fund | — | 3 | — | 3 | ||||||||||||
Fixed Income Securities: | ||||||||||||||||
Bond funds | — | 57 | — | 57 | ||||||||||||
Total | $ | 3 | $ | 101 | $ | — | $ | 104 | ||||||||
OTHER EMPLOYEE BENEFIT PLANS | ||||||||||||||||
The Company also maintains post-retirement health and welfare plans for certain subsidiaries and a non-qualified pension plan for certain individuals. At December 31, 2013 and 2012, the related projected benefit obligation for these plans accrued on the Company’s Consolidated Balance Sheets (primarily within Other non-current liabilities) was $8 million and $10 million, respectively. The expense recorded by the Company in 2013, 2012 and 2011 was less than $1 million. | ||||||||||||||||
DEFINED CONTRIBUTION SAVINGS PLAN | ||||||||||||||||
The Company sponsors a defined contribution savings plan that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. In July 2010, the Company reinstated the Company match for a portion of the contributions made by participating employees. In May 2013, the Company increased the Company match of the contributions made by participating employees. The Company’s cost for contributions to this plan was $10 million, $5 million and $5 million for the years ended December 31, 2013, 2012 and 2011 respectively. |
Note_10_Income_Taxes_Income_Ta
Note 10. Income Taxes Income Taxes (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Tax Disclosure [Text Block] | ' | |||||||||||
INCOME TAXES | ||||||||||||
The components of pretax income (loss) for domestic and foreign operations consisted of the following: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | 192 | $ | (513 | ) | $ | (420 | ) | ||||
Foreign | 9 | 12 | 13 | |||||||||
Pretax income (loss) | $ | 201 | $ | (501 | ) | $ | (407 | ) | ||||
The components of income tax (benefit) expense consisted of the following: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current: | ||||||||||||
Federal | $ | 4 | $ | — | $ | 1 | ||||||
State | — | (2 | ) | 5 | ||||||||
Foreign | 3 | 5 | 8 | |||||||||
7 | 3 | 14 | ||||||||||
Deferred: | ||||||||||||
Federal | (241 | ) | 26 | 28 | ||||||||
State | (8 | ) | 10 | (10 | ) | |||||||
(249 | ) | 36 | 18 | |||||||||
Income tax (benefit) expense | $ | (242 | ) | $ | 39 | $ | 32 | |||||
A reconciliation of the Company’s effective income tax rate at the U.S. federal statutory rate of 35% to the actual benefit was as follows: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal tax benefits | 2 | (1 | ) | 1 | ||||||||
Foreign rate differential | 1 | (1 | ) | (2 | ) | |||||||
Permanent differences | (1 | ) | 1 | 1 | ||||||||
Transaction costs | — | (20 | ) | — | ||||||||
Net change in valuation allowance | (157 | ) | (22 | ) | (43 | ) | ||||||
(120 | %) | (8 | %) | (8 | %) | |||||||
The Company’s combined federal, state and foreign effective income tax rate for 2013, 2012 and 2011 are not meaningful in these years since our net definite lived deferred tax assets were fully offset by a valuation allowance until 2013 when we substantially reversed the valuation allowance on our domestic deferred tax assets. The 2012 transaction costs reflect the impact of certain initial public offering related expenses, which were non-deductible for income tax purposes. | ||||||||||||
Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the deferred income tax assets and liabilities, as of December 31, are as follows: | ||||||||||||
2013 | 2012 | |||||||||||
Deferred income tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 839 | $ | 897 | ||||||||
Tax credit carryforwards | 5 | 4 | ||||||||||
Accrued liabilities and deferred income | 125 | 101 | ||||||||||
Minimum pension obligation | 15 | 23 | ||||||||||
Provision for doubtful accounts | 26 | 25 | ||||||||||
Liability for unrecognized tax benefits | 8 | 11 | ||||||||||
Other | 3 | 15 | ||||||||||
Total deferred tax assets | 1,021 | 1,076 | ||||||||||
Less: valuation allowance | (16 | ) | (357 | ) | ||||||||
Total deferred income tax assets after valuation allowance | 1,005 | 719 | ||||||||||
Deferred income tax liabilities: | ||||||||||||
Depreciation and amortization | 1,118 | 1,092 | ||||||||||
Change in tax return accounting methods (1) | 29 | — | ||||||||||
Prepaid expenses | 2 | 16 | ||||||||||
Undistributed foreign earnings | 7 | 1 | ||||||||||
Total deferred tax liabilities | 1,156 | 1,109 | ||||||||||
Net deferred income tax liabilities | $ | (151 | ) | $ | (390 | ) | ||||||
_______________ | ||||||||||||
-1 | During 2013, the Company filed applications with the Internal Revenue Service to change certain of its methods of accounting related to timing of income and deductions on its tax returns. The impact of these changes is reflected in the Change in tax return accounting methods line in the table above. | |||||||||||
Current deferred tax assets and current deferred tax liabilities are netted by tax jurisdiction and non-current deferred tax assets and non-current deferred tax liabilities are netted by tax jurisdiction, and are included in the accompanying Consolidated Balance Sheets as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred income taxes (current asset) | $ | 186 | $ | 54 | ||||||||
Deferred income taxes (non-current liability) | 337 | 444 | ||||||||||
Net deferred income tax liabilities | $ | (151 | ) | $ | (390 | ) | ||||||
As of December 31, 2013, the Company had gross federal and state net operating loss carryforwards of $2,112 million. The federal net operating loss carryforwards expire between 2027 and 2032 and the state net operating loss carryforwards expire between 2014 and 2033. The Company accounts for its deferred tax assets and liabilities related to excess tax benefits of share-based payments, based on the with-and-without method. For the year ended December 31, 2013, the Company generated $4 million of excess tax deductions related to share-based compensation which are not reflected in our NOL deferred tax assets. Equity will be increased by $2 million if and when such deferred tax assets are ultimately realized. | ||||||||||||
At December 31, 2013, the Company evaluated all available positive and negative evidence and determined that substantially all of the valuation allowance totaling $341 million associated with all U.S. federal and certain state deferred tax assets should be reversed because the Company believed that it had become more likely than not that the value of those deferred tax assets would be realized. In the Company’s evaluation of the need for and amount of a valuation allowance on its deferred tax assets at December 31, 2013, the Company placed the most weight on all objectively verifiable direct evidence, including its recent and historical operating results and the significant improvement in its debt leverage position. The specific positive factors and evidence considered in the realizability of its deferred tax assets included the following: | ||||||||||||
• | historical cumulative pretax losses over the past three years adjusted for the impact of significant reductions in our indebtedness and related interest expense as a result of the Company's initial public offering and related debt transactions in the fourth quarter of 2012 and subsequent note redemptions in 2013: | |||||||||||
While the Company has experienced cumulative pretax losses in recent years and must consider such negative evidence, the guidance also suggests that companies must consider their earnings history exclusive of circumstances that gave rise to losses ("core earnings") if such circumstances have changed or are an aberration, rather than a continuing condition. The significant reduction of our indebtedness of approximately $3.3 billion as a result of our initial public offering and related note conversions in the fourth quarter of 2012, combined with the subsequent note redemptions in 2013, has reduced our prospective annual interest expense by approximately $420 million a year (the benefit in 2012 and 2013 is less due to the timing of debt repayments). In addition, the Company incurred $361 million of IPO related costs for the Convertible Notes in 2012 which significantly increased the pretax loss for 2012. | ||||||||||||
Excluding these amounts from our historical pretax losses, the Company has a significant level of core earnings over the past three years. | ||||||||||||
• | a sustained trend in recent operating results and long-term projected taxable income: | |||||||||||
The Company reported full year pretax income for the year ended December 31, 2013 and now has demonstrated several sequential quarters of pretax income for the first time since early 2007. | ||||||||||||
The Company also generated strong positive cash flows from operations for the year ended December 31, 2013 and continues to further reduce its indebtedness with its excess cash from operations. | ||||||||||||
The Company prepared estimates of the amount of future pretax income and the number of years it expects will be required to utilize all net operating loss carryforwards under different scenarios of growth compared to the net operating loss carryforwards’ fixed expiration dates. Realogy’s federal net operating loss carryforwards expire between 2027 and 2032. Although the Company believes its positive pretax operating income will continue to grow during this sustained recovery in the residential real estate market, the Company estimates that even at zero growth in its annual pretax income from the 2013 level, the Company will generate sufficient taxable income to utilize all its Federal net operating losses in nine years or earlier. Furthermore, as the Company has demonstrated over the most recent economic recession, even if the market weakens, the Company expects to manage its operations and debt capital structure to maintain its long-term profitability and still realize its deferred tax assets. | ||||||||||||
• | the long-term sustainability of the ongoing recovery in the domestic residential real estate market and overall macroeconomic environment: | |||||||||||
The Company’s year-over-year growth in our homesale transactions and homesale price was 18% in 2013 and 18% in 2012. Although the Company continues to forecast modest growth in these indicators for the near future, another factor the Company considered was estimated homesale transactions and homesale price for the residential housing industry from NAR and Fannie Mae for 2014 and 2015. Although the industry forecasts typically do not project beyond two years, this information is useful to provide third-party estimates of the state of the residential real estate market. | ||||||||||||
As of their most recent releases, NAR is forecasting existing homesale transaction volume (i.e. the change in median homesale price plus the change in the number of existing homesale transactions) to increase 5% in 2014 compared to 2013 and an additional 9% in 2015 compared to 2014. Fannie Mae is forecasting existing homesale transaction volume to increase 8% in 2014 compared to 2013 and an additional 9% in 2015 compared to 2014. | ||||||||||||
Prior to the quarter ended December 31, 2013, the Company had placed significant weight to the objective, direct negative evidence of its cumulative three-year historical pretax losses primarily resulting from its substantial indebtedness and the prolonged downturn in the residential real estate and overall macroeconomic environment. However, given the significant changes in the Company’s indebtedness and related interest expense over the last 12 months; the positive developments in the growth of the Company’s pretax income and operating results during 2013; the continued sustained improvement in recent real estate market trends and industry outlook; as well as the Company’s expectation to generate sufficient taxable income to utilize all its Federal net operating losses within nine years at current year pretax levels, the Company believed the available positive, objectively verifiable evidence significantly outweighed the negative evidence at December 31, 2013. Accordingly, the Company concluded it was appropriate to reverse substantially all of its recorded valuation allowance for its domestic operations at December 31, 2013. | ||||||||||||
While the reversal of the valuation allowance had a material positive effect on the Company’s results of operations for the year ended December 31, 2013, the reversal will have the effect of reducing the Company’s net income in subsequent periods as a result of an increase in the provision for income taxes relating to anticipated positive operating results in such periods. As a result of the Company's realization of its deferred tax assets from net operating losses, the increase in the provision for income taxes will have a limited impact on the Company's cash outflows until such time as the net operating losses are fully utilized. | ||||||||||||
Accounting for Uncertainty in Income Taxes | ||||||||||||
The Company utilizes the FASB guidance for accounting for uncertainty in income taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company reflects changes in its liability for unrecognized tax benefits as income tax expense in the Consolidated Statements of Operations. As of December 31, 2013, the Company’s gross liability for unrecognized tax benefits was $113 million, of which $102 million would affect the Company’s effective tax rate, if recognized. | ||||||||||||
The Company files U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. Tax returns for the 2006 through 2013 tax years remain subject to examination by federal and certain state tax authorities. In significant foreign jurisdictions, tax returns for the 2008 through 2013 tax years generally remain subject to examination by their respective tax authorities. The Company believes that it is reasonably possible that the total amount of its unrecognized tax benefits could decrease by $2 million in certain taxing jurisdictions where the statute of limitations is set to expire within the next 12 months. | ||||||||||||
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense and operating expenses, respectively. The Company recognized a reduction of interest expense of $2 million for the year ended December 31, 2013, a reduction of interest expense of $1 million for the year ended December 31, 2012 and an increase of interest expense of $5 million and penalties of $1 million for the year ended December 31, 2011. | ||||||||||||
The rollforward of unrecognized tax benefits are summarized in the table below: | ||||||||||||
Unrecognized tax benefits—January 1, 2011 | $ | 34 | ||||||||||
Gross increases—tax positions in prior periods | 8 | |||||||||||
Gross increases—tax positions in current period | 5 | |||||||||||
Reduction due to lapse of statute of limitations | (5 | ) | ||||||||||
Unrecognized tax benefits—December 31, 2011 | 42 | |||||||||||
Gross increases—tax positions in prior periods | 1 | |||||||||||
Gross decreases—tax positions in prior periods | (1 | ) | ||||||||||
Gross increases—tax positions in current period | 76 | |||||||||||
Settlements | (1 | ) | ||||||||||
Reduction due to lapse of statute of limitations | (6 | ) | ||||||||||
Unrecognized tax benefits—December 31, 2012 | 111 | |||||||||||
Gross increases—tax positions in prior periods | 7 | |||||||||||
Gross increases—tax positions in current period | 3 | |||||||||||
Settlements | (3 | ) | ||||||||||
Reduction due to lapse of statute of limitations | (5 | ) | ||||||||||
Unrecognized tax benefits—December 31, 2013 | $ | 113 | ||||||||||
The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain. | ||||||||||||
Tax Sharing Agreement | ||||||||||||
Under the Tax Sharing Agreement with Cendant, Wyndham Worldwide and Travelport, the Company is generally responsible for 62.5% of payments made to settle claims with respect to tax periods ending on or prior to December 31, 2006 that relate to income taxes imposed on Cendant and certain of its subsidiaries, the operations (or former operations) of which were determined by Cendant not to relate specifically to the respective businesses of Realogy, Wyndham Worldwide, Avis Budget or Travelport. In July 2010, Cendant and the IRS agreed to settle the previously disclosed IRS examination of Cendant’s taxable years 2003 through 2006. With respect to any remaining residual legacy Cendant tax liabilities which remain after the IRS settlement, the Company and its former parent believe there is appropriate support for the positions taken on Cendant’s tax returns. However, tax audits and any related litigation, including disputes or litigation on the allocation of tax liabilities between parties under the Tax Sharing Agreement, could result in outcomes for the Company that are different from those reflected in the Company’s historical financial statements. |
Note_11_Restructuring_Costs_Re
Note 11. Restructuring Costs Restructuring Costs (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Restructuring and Related Activities [Abstract] | ' |
Restructuring Costs | ' |
RESTRUCTURING COSTS | |
2013 Corporate Headquarters Relocation | |
During the second quarter of 2013, the Company completed the relocation of its corporate headquarters from Parsippany, New Jersey to Madison, New Jersey. As a result of this relocation, the Company recognized a $4 million restructuring charge in 2013 which was primarily comprised of lease payments on the former corporate headquarters through October 2013. For the year ended December 31, 2013, the Company utilized all $4 million of the restructuring accrual. | |
2012 Restructuring Program | |
During 2012, the Company committed to various initiatives targeted principally at reducing costs, enhancing organizational efficiencies and consolidating existing facilities. The Company incurred restructuring charges of $12 million in 2012. The Company Owned Real Estate Brokerage Services segment recognized $3 million of facility related expenses, $3 million of personnel related expenses and $1 million of expenses related to asset impairments. The Relocation Services segment recognized $3 million of facility related expenses. The Title and Settlement Services segment recognized $2 million of facility related expenses. For the year ended December 31, 2013, the Company utilized $2 million of the remaining accrual resulting in a remaining liability of $3 million at December 31, 2013. | |
2011 Restructuring Program | |
During 2011, the Company committed to various initiatives targeted principally at reducing costs, enhancing organizational efficiencies and consolidating existing facilities. The Company incurred restructuring charges of $11 million in 2011. The Company Owned Real Estate Brokerage Services segment recognized $5 million of facility related expenses and $4 million of personnel related expenses. The Relocation Services and Title and Settlement Services segments each recognized $1 million of facility and personnel related expenses. At December 31, 2013, the remaining liability was less than $1 million. | |
Prior Restructuring Programs | |
The Company committed to restructuring activities targeted principally at reducing personnel-related costs and consolidating facilities from 2006 through 2010. At December 31, 2012, the remaining liability was $10 million. During the year ended December 31, 2013, the Company utilized $5 million of the remaining accrual resulting in a remaining liability of $5 million related to future lease payments. |
Note_12_StockBased_Compensatio
Note 12. Stock-Based Compensation Stock-Based Compensation (Notes) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||||||||||
In April 2007, Realogy Holdings adopted the Realogy Holdings Corp. 2007 Stock Incentive Plan under which non-qualified stock options, rights to purchase shares of common stock, restricted stock, restricted stock units and other awards settleable in, or based upon, Realogy Holdings common stock may be issued to employees, consultants or directors of Realogy. | ||||||||||||||||||||
On October 10, 2012, the Realogy Holdings Board adopted the 2012 Long-Term Incentive Plan to provide long-term incentives to those individuals with significant responsibility for the success and growth of the Company and its affiliates, to align the interests of such individuals with those of the Company's stockholders, to assist the Company in recruiting, retaining and motivating qualified employees and to provide an effective means to link pay to performance. | ||||||||||||||||||||
Time vested options and restricted stock units granted under the plans generally vest ratably over a four year period and have a ten year contractual term. Restricted stock granted under the plans generally vests over a three year period. Options granted under the Phantom Value Plan, defined below, generally vest over a three year period, subject to the participant's continued employment; however, the vested stock options did not become exercisable until one year following our qualified public offering on October 10, 2012. | ||||||||||||||||||||
The number of shares authorized for issuance under the Realogy 2007 Stock Incentive Plan and the 2012 Long Term Incentive Plan are 2.8 million shares and 6.8 million shares, respectively. As of December 31, 2013, the total number of shares available for future grant under the 2007 Stock Incentive Plan and the 2012 Long-Term Incentive Plan was approximately 0.1 million shares and 3.9 million shares, respectively. | ||||||||||||||||||||
Incentive Equity Awards Granted by Realogy Holdings | ||||||||||||||||||||
A summary of option, restricted stock and restricted stock unit activity is presented below (number of shares in millions): | ||||||||||||||||||||
Options | Weighted Average Exercise Price | Restricted | Weighted | Restricted | Weighted Average Grant Date Fair Value | |||||||||||||||
Stock | Average | Stock Units | ||||||||||||||||||
Grant Date | ||||||||||||||||||||
Fair Value | ||||||||||||||||||||
Outstanding at January 1, 2013 | 3.27 | $ | 26.32 | 0.29 | $ | 27.09 | — | $ | — | |||||||||||
Granted | 0.24 | 44.51 | 0.14 | 45.37 | 0.49 | 43.55 | ||||||||||||||
Exercised (a) (b) | (0.21 | ) | 21.9 | |||||||||||||||||
Vested | (0.09 | ) | 27.14 | (0.01 | ) | 27 | ||||||||||||||
Cancelled/Expired | (0.08 | ) | 23.64 | (0.03 | ) | 27 | (0.01 | ) | 44.52 | |||||||||||
Outstanding at December 31, 2013 (c) | 3.22 | $ | 28.04 | 0.31 | $ | 35.21 | 0.47 | $ | 43.73 | |||||||||||
_______________ | ||||||||||||||||||||
(a) | The intrinsic value of options exercised and shares vested during the year ended December 31, 2013 was $5.4 million and $4.1 million, respectively. | |||||||||||||||||||
(b) | Cash received from options exercised during the year ended December 31, 2013 was $4.7 million. | |||||||||||||||||||
(c) | Options outstanding at December 31, 2013 had an intrinsic value of $77 million and have a weighted average remaining contractual life of 8.3 years. | |||||||||||||||||||
The following table summarizes information regarding exercisable stock options as of December 31, 2013: | ||||||||||||||||||||
Range of Exercise Prices | Options Vested | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||
$15.00-$50.00 | 0.78 | $22.97 | 7.84 years | $20.70 | ||||||||||||||||
$50.00 and above | 0.07 | $141.93 | 6.75 years | — | ||||||||||||||||
The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following assumptions. Expected volatility was based on historical volatilities of comparable companies. The expected term of the options granted represents the period of time that options were expected to be outstanding and is based on the "simplified method" in accordance with accounting guidance. The Company utilizes the simplified method to determine the expected life of options as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of the grant, which corresponds to the expected term of the options. | ||||||||||||||||||||
2013 Options | 2012 Options | 2011 Options | ||||||||||||||||||
Weighted average grant date fair value | $ | 19.78 | $ | 11.18 | $ | 11.11 | ||||||||||||||
Expected volatility | 43.6 | % | 45.2 | % | 57.5 | % | ||||||||||||||
Expected term (years) | 6.25 | 6.18 | 5.19 | |||||||||||||||||
Risk-free interest rate | 1.7 | % | 1 | % | 1.7 | % | ||||||||||||||
Dividend yield | — | — | — | |||||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||||||
As of December 31, 2013, there was $46 million of unrecognized compensation cost related to options, restricted stock and restricted stock units under the plans. Unrecognized compensation costs for the options, restricted stock and restricted stock units will be recorded in future periods as compensation expense and have a remaining weighted average period of 2.4 years. The Company recorded stock-based compensation expense related to the incentive equity awards of $19 million, $5 million and $7 million for the years ended December 31, 2013, 2012 and 2011, respectively, as well as $42 million related to the issuance of common stock under the Phantom Value Plan for the year ended December 31, 2013. | ||||||||||||||||||||
Phantom Value Plan | ||||||||||||||||||||
On January 5, 2011, the Board of Directors of Realogy Group approved the Realogy Group LLC Phantom Value Plan (the "Phantom Value Plan"), which was intended to provide certain of the Company's executive officers with an incentive (the "Incentive Award") to remain in the service of the Company, increase interest in the success of Realogy and create the opportunity to receive compensation based upon Realogy’s success. On January 5, 2011, the Board of Directors of Realogy Group made initial grants of Incentive Awards in an aggregate amount of $22 million to certain executive officers of the Company. The amount of the Incentive Awards granted to certain of the Company's executive officers was determined by the sum of (1) the shares of common stock purchased by the executives at $250.00 per share in April 2007 (representing an aggregate purchase price of $19 million) and (2) the implied $250.00 per share grant date value in April 2007 of the executive's restricted stock grant (representing an aggregate of $3 million). | ||||||||||||||||||||
Incentive Awards under the Phantom Value Plan | ||||||||||||||||||||
Under the Phantom Value Plan, each participant was eligible to receive a cash payment based upon the cash received by RCIV Holdings ("RCIV"), an affiliate of Apollo, upon the transfer or sale of the 57.46 million shares of Common Stock (the "RCIV Shares") that RCIV received in connection with the Company's initial public offering upon conversion of the $1.3 billion of Convertible Notes that had been purchased by RCIV in January 2011 (the "RCIV Notes") in exchange for unsecured notes of the Company that it held. Each participant was eligible to receive a payment with respect to his or her Incentive Award at such time that RCIV received cash upon the transfer or exchange of RCIV Shares, including any third-party sale. Each payment was based on an amount which bore the same ratio to the dollar amount of the Incentive Award as (i) the aggregate amount of cash received by RCIV at such time for the transfer or exchange of all or a portion of the RCIV Shares to (ii) $1.3 billion, representing the amount of the RCIV Notes on the date of issuance. | ||||||||||||||||||||
For payments made with respect to an Incentive Award, a participant was able to elect to receive, in lieu of the cash payment, unrestricted shares of common stock with a fair market value, as determined in good faith by the Compensation Committee, equal to the dollar amount of such Incentive Award, plus restricted shares of such common stock with a fair market value, as determined in good faith by the Compensation Committee, equal to the amount then due multiplied by 0.15. | ||||||||||||||||||||
On April 16, 2013, as part of a secondary public offering, in which affiliates of Apollo sold 40.25 million shares of Realogy Holdings common stock at a public offering price of $44.00 per share, RCIV sold 35.38 million shares for gross proceeds of $1.56 billion. On July 16, 2013, as part of a secondary public offering, in which affiliates of Apollo sold the remaining 25.13 million shares of Realogy Holdings common stock at $47.57 per share, RCIV sold its remaining 22.08 million shares for $1.05 billion. The Company did not receive any proceeds from these offerings. The sale of shares by RCIV triggered a payment in April and a final payment in July under the Phantom Value Plan, which in the aggregate entitled the participants to an aggregate cash payment equal to approximately two times their Incentive Award amounts. All of the participants in the Phantom Value Plan elected to receive their payment in shares of common stock and therefore received unrestricted shares of common stock equal to the dollar amount then due, plus restricted shares of such common stock equal to the amount then due multiplied by 0.15. The restricted shares of common stock will vest based on the participants' continued employment, on the first anniversary of issuance. In total, the Company issued 0.94 million shares of common stock and granted 0.14 million restricted shares of common stock to such executive officers and recognized stock compensation expense of $42 million related to the issuance of common stock and $5 million related to the issuance of restricted shares of common stock during the year ended December 31, 2013. The Company will recognize expense of $2 million in the next quarter and $1 million in the subsequent quarter as restricted shares vest. The issuance of common stock and restricted stock under the Phantom Value Plan to these participants represented substantially all of the equity compensation awarded to them from April 2007 through September 2012 while the Company was privately owned. The payouts in 2013 are consistent with private equity executive compensation models of requiring executives to make equity investments in the portfolio company and to realize a return on their investment concurrently with the private equity sponsor's realization of its investment (in the Company's case, more than six years after the initial Apollo equity investment). |
Note_13_Separation_Adjustments
Note 13. Separation Adjustments, Transactions with Former Parent and Subsidiaries and Related Parties Separation Adjustments, Transactions With Former Parent And Subsidiaries And Related Parties (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||
Related Party Transactions Disclosure [Text Block] | ' | |||||||||||
SEPARATION ADJUSTMENTS, TRANSACTIONS WITH FORMER PARENT AND SUBSIDIARIES AND RELATED PARTIES | ||||||||||||
Transfer of Cendant Corporate Liabilities and Issuance of Guarantees to Cendant and Affiliates | ||||||||||||
The Company has certain guarantee commitments with Cendant (pursuant to the assumption of certain liabilities and the obligation to indemnify Cendant, Wyndham Worldwide and Travelport for such liabilities). These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and other corporate liabilities, of which the Company assumed and is generally responsible for 62.5%. Upon separation from Cendant, the liabilities assumed by the Company were comprised of certain Cendant corporate liabilities which were recorded on the historical books of Cendant as well as additional liabilities which were established for guarantees issued at the date of Separation related to certain unresolved contingent matters that could arise during the guarantee period. Regarding the guarantees, if any of the companies responsible for all or a portion of such liabilities were to default in its payment of costs or expenses related to any such liability, the Company would be responsible for a portion of the defaulting party or parties’ obligation. To the extent such recorded liabilities are in excess or are not adequate to cover the ultimate payment amounts, such excess or deficiency will be reflected in the results of operations in future periods. | ||||||||||||
The due to former parent balance was $63 million and $69 million at December 31, 2013 and 2012, respectively. At December 31, 2013, the due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining state and foreign contingent tax liabilities, (ii) accrued interest on contingent tax liabilities, (iii) potential liabilities related to Cendant’s terminated or divested businesses, and (iv) potential liabilities related to the residual portion of accruals for Cendant operations. | ||||||||||||
Transactions with PHH Corporation | ||||||||||||
In January 2005, Cendant completed the spin-off of its former mortgage, fleet leasing and appraisal businesses in a tax free distribution of 100% of the common stock of PHH Corporation ("PHH") to its stockholders. In connection with the spin-off, the Company entered into a venture, PHH Home Loans, with PHH for the purpose of originating and selling mortgage loans primarily sourced through the Company’s real estate brokerage and relocation businesses. The Company owns 49.9% of the venture. In connection with the venture, the Company entered into an agreement with PHH and PHH Home Loans regarding the operation of the venture and a marketing agreement with PHH whereby PHH is the recommended provider of mortgage products and services promoted by the Company to its independently owned and operated franchisees. The Company also entered into a license agreement with PHH whereby PHH Home Loans was granted a license to use certain of the Company’s real estate brand names. The Company also maintains a relocation agreement with PHH whereby PHH outsources its employee relocation function to the Company and the Company subleases office space to PHH Home Loans. In connection with these agreements, the Company recorded net revenues of $5 million, $6 million and $6 million, for the years ended December 31, 2013, 2012 and 2011, respectively. In addition, the Company recorded equity earnings of $24 million, $60 million and $24 million for the years ended December 31, 2013, 2012 and 2011, respectively. The Company received cash dividends from PHH Home Loans of $40 million, $41 million and $20 million during the years ended December 31, 2013, 2012 and 2011, respectively. The following presents the summarized financial information for PHH Home Loans: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Balance sheet data: | ||||||||||||
Total assets | $ | 418 | $ | 818 | ||||||||
Total liabilities | 322 | 689 | ||||||||||
Total members’ equity | 96 | 129 | ||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Statement of operations data: | ||||||||||||
Total revenues | $ | 282 | $ | 377 | $ | 248 | ||||||
Total expenses | 235 | 256 | 199 | |||||||||
Net income | 47 | 121 | 49 | |||||||||
Note_14_Commitments_And_Contin
Note 14. Commitments And Contingencies Commitments And Contingencies (Notes) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
COMMITMENTS AND CONTINGENCIES | ||||
Litigation | ||||
The Company is involved in claims, legal proceedings and governmental inquiries related to alleged contract disputes, business practices, intellectual property and other commercial, employment, regulatory and tax matters. Examples of such matters include but are not limited to allegations: | ||||
• | that the Company is vicariously liable for the acts of franchisees under theories of actual or apparent agency; | |||
• | by former franchisees that franchise agreements were breached including improper terminations; | |||
• | that residential real estate sales associates engaged by NRT—in certain states—are potentially employees instead of independent contractors, and therefore may bring claims against NRT for breach of contract, wrongful discharge and negligent supervision and obtain benefits, indemnification and expense reimbursement available to employees; | |||
• | concerning claims for alleged RESPA or state real estate law violations including but not limited to claims challenging the validity of sales associates indemnification and administrative fees; | |||
• | concerning claims generally against the company owned brokerage operations for negligence or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services; and | |||
• | concerning claims generally against the title company contending that, as the escrow company, the company knew or should have known that a transaction was fraudulent or concerning other title defects or settlement errors. | |||
Legal—Real Estate Business | ||||
Bararsani v. Coldwell Banker Residential Brokerage Company. On November 15, 2012, plaintiff Ali Bararsani filed a putative class action complaint in Los Angeles Superior Court, California, against Coldwell Banker Residential Brokerage Company ("CBRBC") alleging that CBRBC had misclassified current and former affiliated sales associates as independent contractors when they were actually employees. The complaint, as amended, further alleges that, because of the misclassification, CBRBC has violated several sections of the California Labor Code including one for failing to reimburse the plaintiff and purported class for business related expenses and a second for failing to keep proper records. The amended complaint also asserts an Unfair Business Practices claim for misclassifying the sales associates. The Plaintiff, on behalf of a purported class, seeks the benefit of the California labor laws for expenses and other sums, plus asserted penalties, attorneys’ fees and interest. The Company believes that CBRBC has properly classified the sales associates as independent contractors and that it has and continues to operate in a manner consistent with applicable law, and longstanding, widespread industry practice for many decades. | ||||
On July 31, 2013, CBRBC filed a Demurrer with the Court seeking to dismiss the amended complaint. The Demurrer asserted that the claims raised by the plaintiff were without basis under California law because the California Business and Professions Code sets out the applicable three-part test for classification of real estate sales associates—as independent contractors—and all elements of the test have been satisfied by CBRBC and the affiliated sales associates. Plaintiff filed an Opposition on August 12, 2013 and a hearing was held on August 28, 2013. The Court denied the Demurrer and stated that it would look to the more complex multi-factor common law test to determine whether the plaintiff was misclassified. CBRBC filed a Petition for a Writ of Mandate with the California Court of Appeals seeking its discretionary review of that decision on September 30, 2013 and on November 8, 2013, the Court of Appeal denied the Petition. | ||||
The case is now in the discovery phase, as to both class certification and the merits of the case. The Court also has conducted a hearing concerning the validity, for purposes of the case, of arbitration clauses in independent contractor agreements executed by purported members of the class following the commencement of the litigation. In connection with the state of discovery, the Court may soon direct the parties - consistent with practices in California class actions - to mail notices to purported class members notifying them of the case and seeking consent to provide their contact information to Plaintiff's counsel. | ||||
The case raises significant classification claims that potentially apply to the real estate industry in general and that have not been previously challenged in any significant manner in California or other jurisdictions. As with all class action litigation, the case is inherently complex and subject to many uncertainties. We believe that CBRBC has properly classified the current and former affiliated sales associates. There can be no assurance, however, that if the action continues and a large class is subsequently certified, the plaintiffs will not seek a substantial damage award, penalties and other remedies. Given the early stage of this case, the novel claims presented and the great uncertainties regarding which sales associates, if any, may be part of a class, if one is certified, we cannot estimate a range of reasonably potential losses for this litigation. The Company believes it has complied with all applicable laws and regulations and will vigorously defend this action. | ||||
The Company is involved in certain other claims and legal actions arising in the ordinary course of our business. Such litigation and other proceedings may include, but are not limited to, actions relating to intellectual property, commercial arrangements, franchising arrangements, actions against our title company alleging it knew or should have known that others were committing mortgage fraud, standard brokerage disputes like the failure to disclose hidden defects in the property such as mold, vicarious liability based upon conduct of individuals or entities outside of our control, including franchisees and independent sales associates, antitrust claims, general fraud claims, employment law claims, including claims challenging the classification of our sales associates as independent contractors, and claims alleging violations of RESPA or state consumer fraud statutes. While the results of such claims and legal actions cannot be predicted with certainty, we do not believe based on information currently available to us that the final outcome of current proceedings will have a material adverse effect on our consolidated financial position, results of operations or cash flows. | ||||
Legal—Cendant Corporate Litigation | ||||
Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Realogy Group, Wyndham Worldwide and Travelport, each of Realogy Group, Wyndham Worldwide and Travelport have assumed certain contingent and other corporate liabilities (and related costs and expenses), which are primarily related to each of their respective businesses. In addition, Realogy Group has assumed 62.5% and Wyndham Worldwide has assumed 37.5% of certain contingent and other corporate liabilities (and related costs and expenses) of Cendant or its subsidiaries, which are not primarily related to any of the respective businesses of Realogy Group, Wyndham Worldwide, Travelport and/or Cendant’s vehicle rental operations, in each case incurred or allegedly incurred on or prior to the date of the separation of Travelport from Cendant. | ||||
* * * | ||||
The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable. For legal proceedings for which (1) there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable) and (2) the Company is able to estimate a range of reasonably possible loss, the Company estimates the range of reasonably possible losses to be between zero and $10 million at December 31, 2013. | ||||
Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. In addition, class action lawsuits can be costly to defend and, depending on the class size and claims, could be costly to settle. As such, the Company could incur judgments or enter into settlements of claims with liability that are materially in excess of amounts accrued and these settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period. | ||||
Tax Matters | ||||
The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain. | ||||
Under the Tax Sharing Agreement with Cendant, Wyndham Worldwide and Travelport, the Company is generally responsible for 62.5% of payments made to settle claims with respect to tax periods ending on or prior to December 31, 2006 that relate to income taxes imposed on Cendant and certain of its subsidiaries, the operations (or former operations) of which were determined by Cendant not to relate specifically to the respective businesses of Realogy, Wyndham Worldwide, Avis Budget or Travelport. | ||||
With respect to any remaining legacy Cendant tax liabilities, the Company and its former parent believe there is appropriate support for the positions taken on Cendant’s tax returns. However, tax audits and any related litigation, including disputes or litigation on the allocation of tax liabilities between parties under the Tax Sharing Agreement, could result in outcomes for the Company that are different from those reflected in the Company’s historical financial statements. | ||||
Contingent Liability Letter of Credit | ||||
In April 2007, the Company established a standby irrevocable letter of credit for the benefit of Avis Budget Group in accordance with the Separation and Distribution Agreement. The synthetic letter of credit was utilized to support the Company’s payment obligations with respect to its share of Cendant contingent and other corporate liabilities. The stated amount of the standby irrevocable letter of credit is subject to periodic adjustment to reflect the then current estimate of Cendant contingent and other liabilities. The letter of credit was $53 million at December 31, 2013 and $70 million at December 31, 2012. The standby irrevocable letter of credit will be terminated if (i) the Company’s senior unsecured credit rating is raised to BB by Standard and Poor’s or Ba2 by Moody’s or (ii) the aggregate value of the former parent contingent liabilities falls below $30 million. | ||||
Escrow and Trust Deposits | ||||
As a service to the Company’s customers, it administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. With the passage of the Dodd-Frank Act in July 2010, deposits at FDIC-insured institutions are permanently insured up to $250 thousand. These escrow and trust deposits totaled $271 million and $330 million at December 31, 2013 and 2012, respectively. These escrow and trust deposits are not assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits. | ||||
Leases | ||||
The Company is committed to making rental payments under noncancelable operating leases covering various facilities and equipment. Future minimum lease payments required under noncancelable operating leases as of December 31, 2013 are as follows: | ||||
Year | Amount | |||
2014 | $ | 133 | ||
2015 | 105 | |||
2016 | 67 | |||
2017 | 48 | |||
2018 | 29 | |||
Thereafter | 126 | |||
$ | 508 | |||
Capital lease obligations were $19 million, net of $2 million of imputed interest, at December 31, 2013 and $12 million, net of $1 million of imputed interest, at December 31, 2012. | ||||
The Company incurred rent expense of $165 million, $164 million and $173 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||
Purchase Commitments and Minimum Licensing Fees | ||||
In the normal course of business, the Company makes various commitments to purchase goods or services from specific suppliers, including those related to capital expenditures. The purchase commitments made by the Company as of December 31, 2013 are approximately $73 million. | ||||
The Company is required to pay a minimum licensing fee to Sotheby’s which began in 2009 and continues through 2054. The annual minimum licensing fee is approximately $2 million per year. The Company is also required to pay a minimum licensing fee to Meredith Corporation for the licensing of the Better Homes and Gardens Real Estate brand. The annual minimum licensing fee began in 2009 at $0.5 million and will increase to $4 million by 2014 and generally remains the same through 2058. | ||||
Future minimum payments for these purchase commitments and minimum licensing fees as of December 31, 2013 are as follows: | ||||
Year | Amount | |||
2014 | $ | 48 | ||
2015 | 25 | |||
2016 | 14 | |||
2017 | 9 | |||
2018 | 8 | |||
Thereafter | 247 | |||
$ | 351 | |||
Standard Guarantees/Indemnifications | ||||
In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing: (i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the: (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) franchisees in licensing agreements, (iv) financial institutions in derivative contracts, and (v) underwriters in issuances of securities. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made. | ||||
Other Guarantees/Indemnifications | ||||
In the normal course of business, the Company coordinates numerous events for its franchisees and thus reserves a number of venues with certain minimum guarantees, such as room rentals at hotels local to the conference center. However, such room rentals are paid by each individual franchisee. If the franchisees do not meet the minimum guarantees, the Company is obligated to fulfill the minimum guaranteed fees. Such guarantees in effect at December 31, 2011 extend into 2013 and the maximum potential amount of future payments that the Company may be required to make under such guarantees is approximately $4 million. The Company would only be required to pay this maximum amount if none of the franchisees conducted their planned events at the reserved venues. Historically, the Company has not been required to make material payments under these guarantees. | ||||
Insurance and Self-Insurance | ||||
At December 31, 2013 and 2012, the Consolidated Balance Sheets include approximately $31 million and $38 million, respectively, of liabilities relating to: (i) self-insured risks for errors and omissions and other legal matters incurred in the ordinary course of business within the Company Owned Real Estate Brokerage Services segment, (ii) vacant dwellings and household goods in transit and storage within the Relocation Services segment, and (iii) premium and claim reserves for the Company’s title underwriting business. The Company may also be subject to legal claims arising from the handling of escrow transactions and closings. The Company’s subsidiary, NRT, carries errors and omissions insurance for errors made during the real estate settlement process of $15 million in the aggregate, subject to a deductible of $1 million per occurrence. In addition, the Company carries an additional errors and omissions insurance policy for Realogy Group and its subsidiaries for errors made for real estate related services up to $35 million in the aggregate, subject to a deductible of $2.5 million per occurrence. This policy also provides excess coverage to NRT creating an aggregate limit of $50 million, subject to the NRT deductible of $1 million per occurrence. | ||||
The Company issues title insurance policies which provide coverage for real property mortgage lenders and buyers of real property. When acting as a title agent issuing a policy on behalf of an underwriter, the Company’s insurance risk is limited to the first $5 thousand of claims on any one policy. The title underwriter which the Company acquired in January 2006 typically underwrites title insurance policies of up to $1.5 million. For policies in excess of $1.5 million, the Company typically obtains a reinsurance policy from a national underwriter to reinsure the excess amount. | ||||
Fraud, defalcation and misconduct by employees are also risks inherent in the business. The Company is the custodian of cash deposited by customers with specific instructions as to its disbursement from escrow, trust and account servicing files. The Company maintains Fidelity insurance covering the loss or theft of funds of up to $30 million annually in the aggregate, subject to a deductible of $750 thousand per occurrence. | ||||
The Company also maintains self-insurance arrangements relating to health and welfare, workers’ compensation, auto and general liability in addition to other benefits provided to the Company’s employees. The accruals for these self-insurance arrangements totaled approximately $19 million and $18 million at December 31, 2013 and 2012, respectively. |
Note_15_Equity_Deficit_Equity_
Note 15. Equity (Deficit) Equity (Deficit) (Notes) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||||||||||||
EQUITY (DEFICIT) | |||||||||||||||||||||||||||
Changes in Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||
The components of accumulated other comprehensive losses are as follows: | |||||||||||||||||||||||||||
Currency Translation Adjustments (1) | Minimum Pension Liability Adjustment | Unrealized Loss on Cash Flow Hedges | Accumulated Other Comprehensive Loss (2) | ||||||||||||||||||||||||
Balance at January 1, 2011 | $ | — | $ | (20 | ) | $ | (10 | ) | $ | (30 | ) | ||||||||||||||||
Other comprehensive loss before reclassifications | (1 | ) | (24 | ) | — | (25 | ) | ||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 3 | -3 | 18 | -4 | 21 | |||||||||||||||||||||
Income tax (expense) benefit | 1 | 9 | (8 | ) | 2 | ||||||||||||||||||||||
Current period change | — | (12 | ) | 10 | (2 | ) | |||||||||||||||||||||
Balance at December 31, 2011 | — | (32 | ) | — | (32 | ) | |||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | 3 | (8 | ) | — | (5 | ) | |||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 6 | -3 | — | 6 | ||||||||||||||||||||||
Income tax (expense) benefit | (1 | ) | 1 | — | — | ||||||||||||||||||||||
Current period change | 2 | (1 | ) | — | 1 | ||||||||||||||||||||||
Balance at December 31, 2012 | 2 | (33 | ) | — | (31 | ) | |||||||||||||||||||||
Other comprehensive income before reclassifications | — | 19 | — | 19 | |||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 2 | -3 | — | 2 | ||||||||||||||||||||||
Income tax expense | — | (9 | ) | — | (9 | ) | |||||||||||||||||||||
Current period change | — | 12 | — | 12 | |||||||||||||||||||||||
Balance at December 31, 2013 | $ | 2 | $ | (21 | ) | $ | — | $ | (19 | ) | |||||||||||||||||
_______________ | |||||||||||||||||||||||||||
-1 | Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statement of Operations. | ||||||||||||||||||||||||||
-2 | As of December 31, 2013, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. | ||||||||||||||||||||||||||
-3 | These reclassifications include the amortization of actuarial loss to periodic pension cost of $2 million, $6 million and $3 million for the years ended December 31, 2013, 2012 and 2011, respectively. These amounts were reclassified from accumulated other comprehensive income to the general and administrative expenses line on the statement of operations. | ||||||||||||||||||||||||||
-4 | This reclassification includes $17 million and $1 million reclassified from accumulated other comprehensive income to interest expense related to the fair value of interest rate swaps and interest rate hedge losses, respectively, as a result of the de-designation of cash flow hedging instruments. | ||||||||||||||||||||||||||
Dividend Policy | |||||||||||||||||||||||||||
The Company does not currently anticipate paying dividends on common stock. Any declaration and payment of future dividends to holders of the Company's common stock will be at the discretion of the Board of Directors and will depend on many factors, including the Company's financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that the Board of Directors deems relevant. Because Realogy Holdings is a holding company and has no direct operations, it will only be able to pay dividends from available cash on hand and any funds it receives from its subsidiaries. The terms of the Company's indebtedness restrict its subsidiaries from paying dividends to Realogy Holdings. The title insurance underwriter is subject to regulations that limit its ability to pay dividends or make loans or advances to the Company, principally to protect policyholders. Under Delaware law, dividends may be payable only out of surplus, which is net assets minus liabilities and capital, or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. As a result, the Company may not pay dividends according to its policy or at all if, among other things, the Company does not have sufficient cash to pay the intended dividends, if the Company's financial performance does not achieve expected results or the terms of our indebtedness prohibit it. | |||||||||||||||||||||||||||
Realogy Group Statements of Equity (Deficit) for the year ended December 31, 2013, December 31, 2012 and December 31, 2011 | |||||||||||||||||||||||||||
Total equity (deficit) for Realogy Group equals that of Realogy Holdings, but the components, common stock and additional paid-in capital are different. The table below presents information regarding the balances and changes in common stock and additional paid-in capital of Realogy Group for each of the three years ended December 31, 2013. | |||||||||||||||||||||||||||
Realogy Group Stockholder’s Equity | |||||||||||||||||||||||||||
Common Stock | Additional | Accumulated | Accumulated | Non- | Total | ||||||||||||||||||||||
Paid-In | Deficit | Other | controlling | Equity | |||||||||||||||||||||||
Capital | Comprehensive | Interests | (Deficit) | ||||||||||||||||||||||||
Shares | Amount | Loss | |||||||||||||||||||||||||
Balance at January 1, 2011 | — | $ | — | $ | 2,026 | $ | (3,061 | ) | $ | (30 | ) | $ | 2 | $ | (1,063 | ) | |||||||||||
Net loss | — | — | — | (441 | ) | — | 2 | (439 | ) | ||||||||||||||||||
Other comprehensive loss | — | — | — | — | (2 | ) | — | (2 | ) | ||||||||||||||||||
Stock-based compensation | — | — | 7 | — | — | — | 7 | ||||||||||||||||||||
Dividends | — | — | — | — | — | (2 | ) | (2 | ) | ||||||||||||||||||
Balance at December 31, 2011 | — | $ | — | $ | 2,033 | $ | (3,502 | ) | $ | (32 | ) | $ | 2 | $ | (1,499 | ) | |||||||||||
Net loss | — | — | — | (543 | ) | — | 3 | (540 | ) | ||||||||||||||||||
Other comprehensive income | — | — | — | — | 1 | — | 1 | ||||||||||||||||||||
Contributions from Realogy Holdings | — | — | 3,542 | — | — | — | 3,542 | ||||||||||||||||||||
Stock-based compensation | — | — | 17 | — | — | — | 17 | ||||||||||||||||||||
Dividends | — | — | — | — | — | (2 | ) | (2 | ) | ||||||||||||||||||
Balance at December 31, 2012 | — | $ | — | $ | 5,592 | $ | (4,045 | ) | $ | (31 | ) | $ | 3 | $ | 1,519 | ||||||||||||
Net income | — | — | — | 438 | — | 5 | 443 | ||||||||||||||||||||
Other comprehensive income | — | — | — | — | 12 | — | 12 | ||||||||||||||||||||
Contributions from Realogy Holdings | — | — | 5 | — | — | — | 5 | ||||||||||||||||||||
Stock-based compensation | — | — | 39 | — | — | — | 39 | ||||||||||||||||||||
Dividends | — | — | — | — | — | (5 | ) | (5 | ) | ||||||||||||||||||
Balance at December 31, 2013 | — | $ | — | $ | 5,636 | $ | (3,607 | ) | $ | (19 | ) | $ | 3 | $ | 2,013 | ||||||||||||
Earnings_Loss_Per_Share_Notes
Earnings (Loss) Per Share (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||
EARNINGS (LOSS) PER SHARE | |||||||||||||
Earnings (loss) per share attributable to Realogy Holdings | |||||||||||||
Basic earnings per share is computed based on net income attributable to Realogy Holdings stockholders divided by the basis weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Realogy Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options. | |||||||||||||
The following table sets forth the computation of basic and diluted earnings (loss) per share: | |||||||||||||
For the Year Ended December 31, | |||||||||||||
(in millions, except shares and per share data) | 2013 | 2012 | 2011 | ||||||||||
Net income (loss) attributable to Realogy Holdings shareholders | $ | 438 | $ | (543 | ) | $ | (441 | ) | |||||
Basic weighted average shares | 145.4 | 37.7 | 8 | ||||||||||
Stock options, restricted stock and restricted stock units (a) (b) | 1.2 | — | — | ||||||||||
Weighted average diluted shares | 146.6 | 37.7 | 8 | ||||||||||
Earnings (loss) per share: | |||||||||||||
Basic | $ | 3.01 | $ | (14.41 | ) | $ | (55.01 | ) | |||||
Diluted | $ | 2.99 | $ | (14.41 | ) | $ | (55.01 | ) | |||||
_______________ | |||||||||||||
(a) | Excludes 2.8 million of stock options, restricted stock and restricted stock units for the year ended December 31, 2013 that are anti-dilutive to the diluted earnings per share computation. | ||||||||||||
(b) | The Company was in a net loss position for the years ended December 31, 2012 and 2011 and therefore the impact of stock options, restricted stock and restricted stock units were excluded from the computation of dilutive earnings (loss) per share because they were anti-dilutive. |
Risk_Management_and_Fair_Value
Risk Management and Fair Value of Financial Instruments (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Risk Management and Fair Value of Financial Instruments | ' | |||||||||||||||
RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||
RISK | MANAGEMENT | |||||||||||||||
The following is a description of the Company’s risk management policies. | ||||||||||||||||
Interest Rate Risk | ||||||||||||||||
At December 31, 2013, the Company's primary interest rate exposure was to interest rate fluctuations, specifically LIBOR, due to its impact on variable rate borrowings under the revolving and term loan facilities under the senior secured credit agreement. Given that borrowings under the senior secured credit agreement are generally based upon LIBOR, this rate will be the primary market risk exposure for the foreseeable future. At December 31, 2013, the Company had variable interest rate long-term debt associated with our outstanding term loan of $1,905 million (the term loan facility is subject to a LIBOR floor of 1.00%), excluding $252 million of securitization obligations. | ||||||||||||||||
The Company has five swaps with an aggregate notional value of $1,025 million to help protect our outstanding variable rate borrowings from future interest rate volatility. The fixed interest rates on the swaps range from 2.24% to 2.89%. Although we have entered into these interest rate swaps, involving the exchange of floating for fixed rate interest payments, such interest rate swaps do not eliminate interest rate volatility for all of our variable rate indebtedness at December 31, 2013. In addition, the fair value of the interest rate swaps is also subject to movements in LIBOR and will fluctuate in future periods. The Company has recognized a liability of $18 million for the fair value of the interest rate swaps at December 31, 2013. Therefore, an increase in the LIBOR yield curve could increase the fair value of the interest rate swaps and decrease interest expense. | ||||||||||||||||
In the normal course of business, the Company borrows funds under its securitization facilities and utilizes such funds to generate assets on which it generally earns interest income. The Company does not believe it is exposed to significant interest rate risk in connection with these activities as the rate it incurs on such borrowings and the rate it earns on such assets are generally based on similar variable indices, thereby providing a natural hedge. | ||||||||||||||||
Credit Risk and Exposure | ||||||||||||||||
The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. | ||||||||||||||||
As of December 31, 2013, there were no significant concentrations of credit risk with any individual counterparty or a group of counterparties. The Company actively monitors the credit risk associated with the Company’s receivables. | ||||||||||||||||
Market Risk Exposure | ||||||||||||||||
The Company Owned Real Estate Brokerage Services segment, NRT, owns real estate brokerage offices located in and around large metropolitan areas in the U.S. NRT has more offices and realizes more of its revenues in California, Florida and the New York metropolitan area than any other regions of the country. For the year ended December 31, 2013, NRT generated approximately 28% of its revenues from California, 24% from the New York metropolitan area and 10% from Florida. For the year ended December 31, 2012, NRT generated approximately 29% of its revenues from California, 24% from the New York metropolitan area and 10% from Florida. For the year ended December 31, 2011, NRT generated approximately 28% of its revenues from California, 25% from the New York metropolitan area and 11% from Florida. | ||||||||||||||||
Derivative Instruments | ||||||||||||||||
The Company uses foreign currency forward contracts largely to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables. The Company primarily manages its foreign currency exposure to the Euro, British Pound, Canadian Dollar and Swiss Franc. The Company has elected not to utilize hedge accounting for these forward contracts; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. However, the fluctuations in the value of these forward contracts generally offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. As of December 31, 2013, the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $28 million. As of December 31, 2012, the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $28 million. | ||||||||||||||||
The Company enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. The Company has five interest rate swaps with an aggregate notional value of $1,025 million to offset the variability in cash flows resulting from the term loan facility. The first swap, with a notional value of $225 million, commenced in July 2012 and expires in February 2018, and the second swap, with a notional value of $200 million, commenced in January 2013 and expires in February 2018. In the third quarter of 2013, the Company entered into three new interest rate swaps, each with a notional value of $200 million, to commence in August 2015 and expire in August 2020. The Company has elected not to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. | ||||||||||||||||
Following the completion of the 2011 debt refinancing transactions, the Company was not able to maintain hedge effectiveness in accordance with the accounting guidance. As a result, the interest rate swaps which were previously being accounted for as cash flow hedges in accordance with the FASB’s derivative and hedging guidance with unfavorable fair market value changes being recorded within Accumulated Other Comprehensive Income/(Loss) ("AOCI") were de-designated as cash flow hedging instruments and the fair value of $17 million was reclassified from AOCI and recognized in interest expense in the Consolidated Statements of Operations in the first quarter of 2011. | ||||||||||||||||
The fair value of derivative instruments was as follows: | ||||||||||||||||
Liability Derivatives | Fair Value | |||||||||||||||
Not Designated as Hedging Instruments | Balance Sheet Location | 31-Dec-13 | 31-Dec-12 | |||||||||||||
Interest rate swap contracts | Other non-current liabilities | $ | 18 | $ | 29 | |||||||||||
The effect of derivative instruments on earnings is as follows: | ||||||||||||||||
Derivatives in Cash Flow | Location of (Gain) or Loss Reclassified from AOCI into Income | (Gain) or Loss Reclassified | ||||||||||||||
Hedge Relationships | from AOCI into Income | |||||||||||||||
For the Year Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Interest rate swap contracts | Interest expense | $ | — | $ | — | $ | 17 | |||||||||
Derivative Instruments Not | Location of (Gain) or Loss Recognized for Derivative Instruments | (Gain) or Loss Recognized on Derivatives | ||||||||||||||
Designated as Hedging Instruments | For the Year Ended December 31, | |||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Interest rate swap contracts | Interest expense | $ | (4 | ) | $ | 16 | $ | 7 | ||||||||
Foreign exchange contracts | Operating expense | — | 1 | — | ||||||||||||
Financial Instruments | ||||||||||||||||
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. | ||||||||||||||||
Level Input: | Input Definitions: | |||||||||||||||
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. | |||||||||||||||
Level II | Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. | |||||||||||||||
Level III | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. | |||||||||||||||
The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. | ||||||||||||||||
The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2013 for assets/liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Interest rate swaps (included in other non-current liabilities) | $ | — | $ | 18 | $ | — | $ | 18 | ||||||||
Deferred compensation plan assets | 2 | — | — | 2 | ||||||||||||
(included in other non-current assets) | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2012 for assets/liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Interest rate swaps (included in other non-current liabilities) | $ | — | $ | 29 | $ | — | $ | 29 | ||||||||
Deferred compensation plan assets | 1 | — | — | 1 | ||||||||||||
(included in other non-current assets) | ||||||||||||||||
The following table summarizes the carrying amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: | ||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value (a) | Amount | Fair Value (a) | |||||||||||||
Debt | ||||||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility | $ | — | $ | — | $ | 110 | $ | 110 | ||||||||
Term loan facility | 1,887 | 1,906 | 1,822 | 1,831 | ||||||||||||
7.625% First Lien Notes | 593 | 664 | 593 | 673 | ||||||||||||
7.875% First and a Half Lien Notes | 700 | 765 | 700 | 763 | ||||||||||||
9.00% First and a Half Lien Notes | 225 | 260 | 325 | 366 | ||||||||||||
3.375% Senior Notes | 500 | 504 | — | — | ||||||||||||
11.50% Senior Notes | — | — | 489 | 527 | ||||||||||||
12.00% Senior Notes | — | — | 129 | 140 | ||||||||||||
12.375% Senior Subordinated Notes | — | — | 188 | 192 | ||||||||||||
13.375% Senior Subordinated Notes | — | — | 10 | 11 | ||||||||||||
Securitization obligations | 252 | 252 | 261 | 261 | ||||||||||||
_______________ | ||||||||||||||||
(a) | The fair value of the Company's indebtedness is categorized as Level I. |
Segment_Information_Notes
Segment Information (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment Information | ' | |||||||||||
SEGMENT INFORMATION | ||||||||||||
The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management evaluates the operating results of each of its reportable segments based upon revenue and EBITDA, which is defined as net income (loss) before depreciation and amortization, interest (income) expense, net (other than Relocation Services interest for relocation receivables and securitization obligations) and income taxes, each of which is presented in the Company’s Consolidated Statements of Operations. The Company’s presentation of EBITDA may not be comparable to similar measures used by other companies. | ||||||||||||
Revenues (a) (b) | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Real Estate Franchise Services | $ | 690 | $ | 604 | $ | 557 | ||||||
Company Owned Real Estate Brokerage Services | 3,990 | 3,469 | 2,970 | |||||||||
Relocation Services | 419 | 423 | 423 | |||||||||
Title and Settlement Services | 467 | 421 | 359 | |||||||||
Corporate and Other (c) | (277 | ) | (245 | ) | (216 | ) | ||||||
Total Company | $ | 5,289 | $ | 4,672 | $ | 4,093 | ||||||
_______________ | ||||||||||||
(a) | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $277 million for the year ended December 31, 2013, $245 million for the year ended December 31, 2012 and $216 million for the year ended December 31, 2011. Such amounts are eliminated through the Corporate and Other line. | |||||||||||
(b) | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $43 million for the year ended December 31, 2013, $39 million for the year ended December 31, 2012 and $37 million for the year ended December 31, 2011. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||||||
(c) | Includes the elimination of transactions between segments. | |||||||||||
EBITDA (a) | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Real Estate Franchise Services | $ | 448 | $ | 364 | $ | 320 | ||||||
Company Owned Real Estate Brokerage Services | 206 | 165 | 56 | |||||||||
Relocation Services | 104 | 103 | 115 | |||||||||
Title and Settlement Services | 50 | 38 | 29 | |||||||||
Corporate and Other (b) | (155 | ) | (473 | ) | (77 | ) | ||||||
Total Company | $ | 653 | $ | 197 | $ | 443 | ||||||
______________ | ||||||||||||
(a) | Includes $68 million related to the loss on the early extinguishment of debt, $47 million related to the Phantom Value Plan and $4 million of restructuring costs, partially offset by a net benefit of $4 million of former parent legacy items for the year ended December 31, 2013. Includes $361 million of IPO related costs (of which $256 million was non-cash and related to the issuance of additional shares and $105 million was a cash fee payment), $39 million expense for the Apollo management fee termination agreement, $24 million loss on the early extinguishment of debt and, $12 million of restructuring costs, partially offset by a net benefit of $8 million of former parent legacy items for the year ended December 31, 2012. Includes $36 million loss on early extinguishment of debt and $11 million of restructuring costs, partially offset by a net benefit of $15 million of former parent legacy items for the year ended December 31, 2011. | |||||||||||
(b) | Includes the elimination of transactions between segments. | |||||||||||
Provided below is a reconciliation of EBITDA to Net income (loss) attributable to Realogy Holdings and Realogy Group: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
EBITDA | $ | 653 | $ | 197 | $ | 443 | ||||||
Less: Depreciation and amortization | 176 | 173 | 186 | |||||||||
Interest expense, net | 281 | 528 | 666 | |||||||||
Income tax (benefit) expense | (242 | ) | 39 | 32 | ||||||||
Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | 438 | $ | (543 | ) | $ | (441 | ) | ||||
Depreciation and Amortization | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Real Estate Franchise Services | $ | 75 | $ | 75 | $ | 77 | ||||||
Company Owned Real Estate Brokerage Services | 35 | 35 | 41 | |||||||||
Relocation Services | 44 | 45 | 47 | |||||||||
Title and Settlement Services | 11 | 10 | 12 | |||||||||
Corporate and Other | 11 | 8 | 9 | |||||||||
Total Company | $ | 176 | $ | 173 | $ | 186 | ||||||
Segment Assets | ||||||||||||
As of December 31 | ||||||||||||
2013 | 2012 | |||||||||||
Real Estate Franchise Services | $ | 4,606 | $ | 4,667 | ||||||||
Company Owned Real Estate Brokerage Services | 914 | 888 | ||||||||||
Relocation Services | 1,174 | 1,262 | ||||||||||
Title and Settlement Services | 320 | 313 | ||||||||||
Corporate and Other | 312 | 315 | ||||||||||
Total Company | $ | 7,326 | $ | 7,445 | ||||||||
Capital Expenditures | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Real Estate Franchise Services | $ | 6 | $ | 6 | $ | 7 | ||||||
Company Owned Real Estate Brokerage Services | 29 | 21 | 22 | |||||||||
Relocation Services | 6 | 8 | 7 | |||||||||
Title and Settlement Services | 11 | 10 | 8 | |||||||||
Corporate and Other | 10 | 9 | 5 | |||||||||
Total Company | $ | 62 | $ | 54 | $ | 49 | ||||||
The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries. | ||||||||||||
United | All Other | Total | ||||||||||
States | Countries | |||||||||||
On or for the year ended December 31, 2013 | ||||||||||||
Net revenues | $ | 5,167 | $ | 122 | $ | 5,289 | ||||||
Total assets | 7,232 | 94 | 7,326 | |||||||||
Net property and equipment | 204 | 1 | 205 | |||||||||
On or for the year ended December 31, 2012 | ||||||||||||
Net revenues | $ | 4,546 | $ | 126 | $ | 4,672 | ||||||
Total assets | 7,344 | 101 | 7,445 | |||||||||
Net property and equipment | 187 | 1 | 188 | |||||||||
On or for the year ended December 31, 2011 | ||||||||||||
Net revenues | $ | 3,968 | $ | 125 | $ | 4,093 | ||||||
Total assets | 7,246 | 104 | 7,350 | |||||||||
Net property and equipment | 164 | 1 | 165 | |||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||
Provided below is selected unaudited quarterly financial data for 2013 and 2012. | ||||||||||||||||
2013 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Net revenues | ||||||||||||||||
Real Estate Franchise Services | $ | 135 | $ | 193 | $ | 193 | $ | 169 | ||||||||
Company Owned Real Estate Brokerage Services | 686 | 1,182 | 1,178 | 944 | ||||||||||||
Relocation Services | 87 | 108 | 127 | 97 | ||||||||||||
Title and Settlement Services | 100 | 130 | 134 | 103 | ||||||||||||
Other (a) | (51 | ) | (80 | ) | (79 | ) | (67 | ) | ||||||||
$ | 957 | $ | 1,533 | $ | 1,553 | $ | 1,246 | |||||||||
Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) | ||||||||||||||||
Real Estate Franchise Services | $ | 53 | $ | 114 | $ | 114 | $ | 91 | ||||||||
Company Owned Real Estate Brokerage Services | (25 | ) | 81 | 79 | 12 | |||||||||||
Relocation Services | — | 17 | 35 | 13 | ||||||||||||
Title and Settlement Services | 3 | 18 | 14 | 6 | ||||||||||||
Other | (107 | ) | (148 | ) | (127 | ) | (68 | ) | ||||||||
$ | (76 | ) | $ | 82 | $ | 115 | $ | 54 | ||||||||
Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | (75 | ) | $ | 84 | $ | 109 | $ | 320 | |||||||
Income (loss) per share attributable to Realogy Holdings (c): | ||||||||||||||||
Basic income (loss) per share: | $ | (0.52 | ) | $ | 0.58 | $ | 0.75 | $ | 2.2 | |||||||
Diluted income (loss) per share: | $ | (0.52 | ) | $ | 0.57 | $ | 0.74 | $ | 2.18 | |||||||
_______________ | ||||||||||||||||
(a) | Represents the elimination of transactions primarily between the Real Estate Franchise Services segment and the Company Owned Real Estate Brokerage Services segment. | |||||||||||||||
(b) | The quarterly results include the following: | |||||||||||||||
• | A loss on the early extinguishment of debt of $3 million in the first quarter, $43 million in the second quarter, and $22 million in the third quarter; | |||||||||||||||
• | Former parent legacy cost (benefit) of $1 million, $(2) million, $1 million and $(4) million in the first, second, third and fourth quarters, respectively; and | |||||||||||||||
• | Restructuring charges of $4 million in the second quarter. | |||||||||||||||
(c) | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS (See Note 16 "Earnings (Loss) Per Share" for further information). | |||||||||||||||
2012 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Net revenues | ||||||||||||||||
Real Estate Franchise Services | $ | 129 | $ | 170 | $ | 161 | $ | 144 | ||||||||
Company Owned Real Estate Brokerage Services | 617 | 994 | 948 | 910 | ||||||||||||
Relocation Services | 88 | 109 | 124 | 102 | ||||||||||||
Title and Settlement Services | 88 | 106 | 114 | 113 | ||||||||||||
Other (a) | (47 | ) | (70 | ) | (66 | ) | (62 | ) | ||||||||
$ | 875 | $ | 1,309 | $ | 1,281 | $ | 1,207 | |||||||||
Loss before income taxes, equity in earnings and noncontrolling interests (b) | ||||||||||||||||
Real Estate Franchise Services | $ | 42 | $ | 80 | $ | 88 | $ | 79 | ||||||||
Company Owned Real Estate Brokerage Services | (37 | ) | 55 | 39 | 12 | |||||||||||
Relocation Services | (7 | ) | 19 | 35 | 14 | |||||||||||
Title and Settlement Services | (1 | ) | 12 | 9 | 9 | |||||||||||
Other | (192 | ) | (197 | ) | (207 | ) | (415 | ) | ||||||||
$ | (195 | ) | $ | (31 | ) | $ | (36 | ) | $ | (301 | ) | |||||
Net loss attributable to Realogy Holdings and Realogy Group | $ | (192 | ) | $ | (25 | ) | $ | (34 | ) | $ | (292 | ) | ||||
Loss per share attributable to Realogy Holdings (c): | ||||||||||||||||
Basic earnings (loss) per share: | $ | (23.95 | ) | $ | (3.12 | ) | $ | (4.24 | ) | $ | (2.32 | ) | ||||
Diluted earnings (loss) per share: | $ | (23.95 | ) | $ | (3.12 | ) | $ | (4.24 | ) | $ | (2.32 | ) | ||||
_______________ | ||||||||||||||||
(a) | Represents the elimination of transactions primarily between the Real Estate Franchise Services segment and the Company Owned Real Estate Brokerage Services segment. | |||||||||||||||
(b) | The quarterly results include the following: | |||||||||||||||
•A loss on the early extinguishment of debt of $6 million in the first quarter and $18 million in the fourth quarter; | ||||||||||||||||
• | Former parent legacy cost (benefit) of $(3) million, $(1) million and $(4) million in the first, third and fourth quarters, respectively; | |||||||||||||||
• | Restructuring charges of $3 million, $2 million, $2 million and $5 million in the first, second, third and fourth quarters, respectively; | |||||||||||||||
• | IPO related costs for the Convertible Notes of $361 million in the fourth quarter; and | |||||||||||||||
• | Apollo management fee termination agreement costs of $39 million in the fourth quarter. | |||||||||||||||
(c) | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS. |
Note_2_Summary_of_Significant_1
Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Use of Estimates, Policy [Policy Text Block] | ' |
USE OF ESTIMATES | |
In presenting the consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
REVENUE RECOGNITION | |
Real Estate Franchise Services | |
The Company franchises its real estate brokerage franchise systems to real estate brokerage businesses that are independently owned and operated. The Company provides operational and administrative services and systems to franchisees, which include national and local marketing programs, systems and tools that are designed to help the Company's franchisees serve their customers and attract new or retain existing independent sales associates, training and volume purchasing discounts through the Company’s preferred vendor program. Franchise revenue principally consists of royalty and marketing fees from the Company’s franchisees. The royalty received is primarily based on a percentage of the franchisee’s gross commission income. Royalty fees are accrued as the underlying franchisee revenue is earned (upon close of the homesale transaction). Annual volume incentives given to certain franchisees on royalty fees are recorded as a reduction to revenue and are accrued for in relative proportion to the recognition of the underlying gross franchise revenue. Franchise revenue also includes initial franchise fees, which are generally non-refundable and recognized by the Company as revenue when all material services or conditions relating to the sale have been substantially performed (generally when a franchised unit opens for business). The Company also earns marketing fees from its franchisees and utilizes such fees to fund marketing campaigns on behalf of its franchisees. | |
Company Owned Real Estate Brokerage Services | |
As an owner-operator of real estate brokerages, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue on a gross basis upon the closing of a real estate transaction (i.e., purchase or sale of a home), which are referred to as gross commission income. The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as the commission and other agent-related costs line item on the accompanying Consolidated Statements of Operations. | |
Relocation Services | |
The Company provides relocation services to corporate and government clients for the transfer of their employees. Such services include the purchasing and/or selling of a transferee’s home, providing home equity advances to transferees (generally guaranteed by the client), expense processing, arranging household goods moving services, home finding and other related services. The Company earns revenues from fees charged to clients for the performance and/or facilitation of these services and recognizes such revenue as services are provided, except for limited instances in which the Company assumes the risk of loss on the sale of a transferring employee’s home ("at-risk"). In such cases, revenues are recorded as earned with associated costs recorded within operating expenses. In the majority of relocation transactions, the gain or loss on the sale of a transferee’s home is generally borne by the client. However, there are limited instances in which the Company assumes the risk of loss. Under "at-risk" contracts, the Company records the value of the home on its Consolidated Balance Sheets within the Other current assets line item at the lower of cost or net realizable value less estimated direct costs to sell. The difference between the actual purchase price and proceeds received on the sale of the home is recorded within operating expenses on the Company’s Consolidated Statements of Operations and the gain or loss was not material for any period presented. The aggregate selling price of such homes was $62 million, $81 million and $123 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
The Company also earns referral commission revenue from real estate brokers, which is recognized at the time the underlying property closes, and revenues from other third-party service providers where the Company earns a referral commission, which is recognized at the time of completion of services. Additionally, the Company generally earns interest income on the funds it advances on behalf of the transferring employee, which is recorded within other revenue (as is the corresponding interest expense on the securitization obligations) in the accompanying Consolidated Statements of Operations. | |
Title and Settlement Services | |
The Company provides title and closing services, which include title search procedures for title insurance policies, homesale escrow and other closing services. Title revenues, which are recorded net of amounts remitted to third-party insurance underwriters, and title and closing service fees are recorded at the time a homesale transaction or refinancing closes. The Company also owns an underwriter of title insurance. For independent title agents, the underwriter recognizes policy premium revenue on a gross basis (before deduction of agent commission) upon notice of policy issuance from the agent. For affiliated title agents, the underwriter recognizes the incremental policy premium revenue upon the effective date of the title policy as the agent commission revenue is already recognized by the affiliated title agent. | |
Consolidation, Policy [Policy Text Block] | ' |
Effective January 1, 2010, the Company adopted the FASB’s amended guidance on the consolidation of Variable Interest Entities ("VIE"), in which the Company consolidates any VIE for which it is the primary beneficiary with a controlling financial interest. Also, the Company consolidates an entity not deemed a VIE if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or that it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity or cost method, as appropriate. The Company applies the equity method of accounting when it has the ability to exercise significant influence over operating and financial policies of an investee. The Company uses the cost method for all other investments. | |
Effective January 1, 2009, the Company adopted the FASB’s new guidance on noncontrolling interests which established requirements for ownership interests in subsidiaries held by parties other than the Company ("noncontrolling interest") be clearly identified, presented and disclosed in the consolidated statement of financial position within equity, but separate from the parent’s equity. The presentation and disclosure requirements in the guidance were applied retrospectively to comparative financial statements. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
CASH AND CASH EQUIVALENTS | |
The Company considers highly liquid investments with remaining maturities not exceeding three months at the date of purchase to be cash equivalents. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
RESTRICTED CASH | |
Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $14 million and $9 million at December 31, 2013 and 2012, respectively and are primarily included within Other current assets on the Company’s Consolidated Balance Sheets. | |
Receivables, Policy [Policy Text Block] | ' |
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |
The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current developments and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues. | |
Advertising Costs, Policy [Policy Text Block] | ' |
ADVERTISING EXPENSES | |
Advertising costs are generally expensed in the period incurred. Advertising expenses, recorded within the marketing expense line item on the Company’s Consolidated Statements of Operations, were approximately $174 million, $166 million and $164 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
Deferred Charges, Policy [Policy Text Block] | ' |
DEFERRED FINANCING COSTS | |
Deferred financing costs include costs incurred in connection with obtaining debt and extending existing debt. These financing costs are capitalized and amortized on a straight-line basis over the term of the loan and are included as a component of interest expense. | |
Income Tax, Policy [Policy Text Block] | ' |
INCOME TAXES | |
The Company’s provision for income taxes is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. These differences are based upon estimated differences between the book and tax basis of the assets and liabilities for the Company. Certain tax assets and liabilities of the Company may be adjusted in connection with the finalization of income tax audits. | |
The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax balances will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. | |
Derivatives, Policy [Policy Text Block] | ' |
DERIVATIVE INSTRUMENTS | |
The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship. | |
The Company uses foreign currency forward contracts largely to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables. The Company primarily manages its foreign currency exposure to the Euro, British Pound, Canadian Dollar and Swiss Franc. The Company has elected not to utilize hedge accounting for these forward contracts; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. However, the fluctuations in the value of these forward contracts generally offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. | |
The Company also enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. The Company has five interest rate swaps with an aggregate notional value of $1,025 million to offset a portion of the variability in cash flows resulting from interest payments on the term loan facility. The first swap, with a notional value of $225 million, commenced in July 2012 and expires in February 2018, and the second swap, with a notional value of $200 million, commenced in January 2013 and expires in February 2018. The Company entered into three new interest rate swaps during the third quarter of 2013, each with a notional value of $200 million, which commence in August 2015 and expire in August 2020. As of December 31, 2013, the Company has elected not to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. | |
Equity Method Investments, Policy [Policy Text Block] | ' |
INVESTMENTS | |
At December 31, 2013 and 2012, the Company had various equity method investments aggregating $57 million and $73 million, respectively, which are primarily recorded within Other non-current assets on the accompanying Consolidated Balance Sheets. Included in such investments is a 49.9% interest in PHH Home Loans, a mortgage origination venture formed in 2005. This venture enables the Company to participate in the earnings generated from mortgages originated by customers of its real estate brokerage and relocation businesses. The Company’s maximum exposure to loss with respect to its investment in PHH Home Loans is limited to its equity investment of $50 million at December 31, 2013. See Note 13, "Separation Adjustments, Transactions with Former Parent and Subsidiaries and Related Parties" for a more detailed description of the Company’s relationship with PHH Home Loans. | |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
PROPERTY AND EQUIPMENT | |
Property and equipment (including leasehold improvements) are initially recorded at cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization on the Consolidated Statements of Operations, is computed utilizing the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed utilizing the straight-line method over the estimated benefit period of the related assets or the lease term, if shorter. Useful lives are 30 years for buildings, up to 20 years for leasehold improvements, and from 3 to 7 years for furniture, fixtures and equipment. | |
The Company capitalizes the costs of software developed for internal use which commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis, from 1 to 10 years, when such software is substantially ready for use. The net carrying value of software developed or obtained for internal use was $74 million and $68 million at December 31, 2013 and 2012, respectively. | |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | ' |
IMPAIRMENT OF GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS | |
Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Indefinite-lived intangible assets primarily consist of trademarks acquired in business combinations. Goodwill and indefinite-lived assets are not amortized, but are subject to impairment testing. The aggregate carrying value of our goodwill and other indefinite-lived intangible assets was $3,335 million and $742 million, respectively, at December 31, 2013 and are subject to impairment testing annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This testing compares carrying values to fair values and, when appropriate, the carrying value is reduced to fair value. In testing goodwill, the fair value of our reporting units is estimated utilizing a discounted cash flow approach utilizing long-term cash flow forecasts and our annual operating plans adjusted for terminal value assumptions. | |
We determine the fair value of our reporting units utilizing our best estimate of future revenues, operating expenses, cash flows, market and general economic conditions as well as assumptions that we believe marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. Although we believe our assumptions are reasonable, actual results may vary significantly. These impairment tests involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. To address this uncertainty we perform sensitivity analysis on key estimates and assumptions. | |
Based upon the impairment analysis performed in the fourth quarter of 2013, 2012 and 2011, there was no impairment of goodwill or other indefinite-lived intangible assets for these years. Management evaluated the effect of lowering the estimated fair value for each of the reporting units by 10% and determined that no impairment of goodwill would have been recognized under this evaluation for 2013, 2012 or 2011. | |
The Company evaluates the recoverability of its other long-lived assets, including amortizable intangible assets, if circumstances indicate an impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. Property and equipment is evaluated separately within each business unit. If such analysis indicates that the carrying value of these assets is not recoverable, then the carrying value of such assets is reduced to fair value through a charge to the Company’s Consolidated Statements of Operations. There were no impairments relating to other long-lived assets, including amortizable intangible assets, during 2013, 2012 or 2011. | |
Cash Flow, Supplemental Disclosures [Text Block] | ' |
SUPPLEMENTAL CASH FLOW INFORMATION | |
Significant non-cash transactions in 2013 included the non-cash issuance of common stock of $22 million pursuant to the Phantom Value Plan, net of shares withheld for taxes. In addition, during 2013, the Company recorded $6 million in tenant improvements related to the new corporate headquarters and $14 million in capital lease additions, both of which resulted in non-cash accruals to fixed assets and other long-term liabilities. | |
Significant non-cash transactions in 2012 included non-cash issuances of common stock of $2,366 million related to the conversion of the Convertible Notes and $12 million for a portion of the 2012 Bonus Plan that was paid in common stock. In addition, during 2012, the Company recorded $21 million in tenant improvements related to the new corporate headquarters and $6 million in capital lease additions, both of which resulted in non-cash accruals to fixed assets and other long-term liabilities. | |
Significant non-cash transactions in 2011 included the Company’s election to satisfy the interest payment obligation by issuing $3 million of Senior Toggle Notes which resulted in non-cash transfers between accrued interest and long-term debt. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
STOCK-BASED COMPENSATION | |
The Company grants stock-based awards to certain senior management, employees and directors. These awards are measured at the grant date based on the fair value as calculated using the Black-Scholes option pricing model and are recognized as expense over the service period based on the vesting requirements, or when requisite performance metrics or milestones are achieved. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating expected volatility, expected term, risk-free rate and estimated forfeiture rates. | |
For non-performance based employee stock awards, the fair value of the compensation cost is recognized on a straight-line basis over the requisite service period of the award. Compensation cost for restricted stock (non-vested stock) is recorded based on its market value on the date of grant and is expensed in the Company’s Consolidated Statements of Operations ratably over the vesting period. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS | |
In July 2012, the FASB amended the guidance on impairment testing for indefinite-lived intangible assets that allows an entity to elect to qualitatively assess whether it is necessary to perform the current two-step impairment test. If the qualitative assessment determines that it is not more-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, then performing the two-step test is unnecessary. If the entity elects to bypass the qualitative assessment for any indefinite-lived intangible asset and proceed directly to Step One of the test and validate the conclusion by measuring fair value, it can resume performing the qualitative assessment in any subsequent period. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, however early adoption is permitted. The Company did not utilize the new qualitative analysis for its impairment test which was performed in the fourth quarter of 2013. | |
In February 2013, the FASB amended guidance requiring new footnote disclosures related to reclassifications out of accumulated other comprehensive income to net income. Companies are required to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by reclassification. A company would not need to show the income statement line item affected for certain components that are not required to be reclassified in their entirety to net income. If the component is not required to be reclassified to net income it its entirety, companies would instead cross reference that amount to the related footnote where additional details about the effect of the reclassification are disclosed. The Company disclosed the reclassifications for the years ended December 31, 2013, 2012 and 2011. | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
In July 2013, the FASB amended guidance requiring companies to present in the statement of financial position, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward. To the extent that a net operating loss carryforward or tax credit carryforward at the reporting date is not available under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, the unrecognized tax benefit would be presented in the statement of financial position as a liability. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company currently presents unrecognized tax benefits in accordance with the amended guidance and therefore the new standard will have no impact on the Company's financial statement presentation. |
Note_4_Intangible_Assets_Intan1
Note 4. Intangible Assets Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||||||||||||
Goodwill by segment and changes in the carrying amount are as follows: | ||||||||||||||||||||||||
Real Estate | Company | Relocation | Title and | Total | ||||||||||||||||||||
Franchise | Owned | Services | Settlement | Company | ||||||||||||||||||||
Services | Brokerage | Services | ||||||||||||||||||||||
Services | ||||||||||||||||||||||||
Goodwill balance at January 1, 2011 | $ | 2,241 | $ | 622 | $ | 360 | $ | 73 | $ | 3,296 | ||||||||||||||
Goodwill acquired | — | 3 | — | — | 3 | |||||||||||||||||||
Balance at December 31, 2011 | 2,241 | 625 | 360 | 73 | 3,299 | |||||||||||||||||||
Goodwill acquired | — | 5 | — | — | 5 | |||||||||||||||||||
Balance at December 31, 2012 | 2,241 | 630 | 360 | 73 | 3,304 | |||||||||||||||||||
Goodwill acquired | — | 31 | — | — | 31 | |||||||||||||||||||
Balance at December 31, 2013 | $ | 2,241 | $ | 661 | $ | 360 | $ | 73 | $ | 3,335 | ||||||||||||||
Goodwill and accumulated impairment summary | ||||||||||||||||||||||||
Gross goodwill | $ | 3,264 | $ | 819 | $ | 641 | $ | 397 | $ | 5,121 | ||||||||||||||
Accumulated impairment losses (a) | (1,023 | ) | (158 | ) | (281 | ) | (324 | ) | (1,786 | ) | ||||||||||||||
Balance at December 31, 2013 | $ | 2,241 | $ | 661 | $ | 360 | $ | 73 | $ | 3,335 | ||||||||||||||
_______________ | ||||||||||||||||||||||||
(a) | During the fourth quarter of 2008, the Company recorded an impairment charge of $1,557 million, which reduced intangible assets by $278 million and reduced goodwill by $1,279 million. During the fourth quarter of 2007, the Company recorded an impairment charge of $637 million, which reduced intangible assets by $130 million and reduced goodwill by $507 million. | |||||||||||||||||||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block] | ' | |||||||||||||||||||||||
Intangible assets are as follows: | ||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Amortizable—Franchise agreements (a) | $ | 2,019 | $ | 457 | $ | 1,562 | $ | 2,019 | $ | 390 | $ | 1,629 | ||||||||||||
Unamortizable—Trademarks (b) | $ | 732 | $ | 732 | $ | 732 | $ | 732 | ||||||||||||||||
Other Intangibles | ||||||||||||||||||||||||
Amortizable—License agreements (c) | $ | 45 | $ | 6 | $ | 39 | $ | 45 | $ | 5 | $ | 40 | ||||||||||||
Amortizable—Customer relationships (d) | 529 | 219 | 310 | 529 | 182 | 347 | ||||||||||||||||||
Unamortizable—Title plant shares (e) | 10 | 10 | 10 | 10 | ||||||||||||||||||||
Amortizable—Pendings and listings (f) | 2 | 1 | 1 | — | — | — | ||||||||||||||||||
Amortizable—Other (g) | 9 | 4 | 5 | 6 | 4 | 2 | ||||||||||||||||||
Total Other Intangibles | $ | 595 | $ | 230 | $ | 365 | $ | 590 | $ | 191 | $ | 399 | ||||||||||||
_______________ | ||||||||||||||||||||||||
(a) Generally amortized over a period of 30 years. | ||||||||||||||||||||||||
(b) | Relates to the Century 21, Coldwell Banker, ERA, The Corcoran Group, Coldwell Banker Commercial and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. | |||||||||||||||||||||||
(c) | Relates to the Sotheby’s International Realty and Better Homes and Gardens Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | |||||||||||||||||||||||
(d) | Relates to the customer relationships at the Title and Settlement Services segment and the Relocation Services segment. These relationships are being amortized over a period of 5 to 20 years. | |||||||||||||||||||||||
(e) | Primarily relates to the Texas American Title Company title plant shares. Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. | |||||||||||||||||||||||
(f) | Generally amortized over a period of 5 months. | |||||||||||||||||||||||
(g) | Generally amortized over periods ranging from 2 to 10 years. | |||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Table Text Block] | ' | |||||||||||||||||||||||
Intangible asset amortization expense is as follows: | ||||||||||||||||||||||||
For the Year Ended December 31, | ||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||
Franchise agreements | $ | 67 | $ | 68 | $ | 67 | ||||||||||||||||||
License agreements | 1 | 1 | 1 | |||||||||||||||||||||
Customer relationships | 37 | 38 | 37 | |||||||||||||||||||||
Pendings and listings | 3 | — | 2 | |||||||||||||||||||||
Other | 1 | 1 | 5 | |||||||||||||||||||||
Total | $ | 109 | $ | 108 | $ | 112 | ||||||||||||||||||
Note_5_Franchising_and_Marketi1
Note 5. Franchising and Marketing Activities Franchising and Marketing Activities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Franchising and Marketing Activities [Abstract] | ' | ||||||||
Schedule of the Number of Franchised and Company Owned Outlets in Operation [Table Text Block] | ' | ||||||||
The number of franchised and company owned outlets in operation are as follows: | |||||||||
(Unaudited) | |||||||||
As of December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Franchised: | |||||||||
Century 21® | 7,109 | 7,060 | 7,475 | ||||||
ERA® | 2,314 | 2,312 | 2,364 | ||||||
Coldwell Banker® | 2,489 | 2,461 | 2,485 | ||||||
Coldwell Banker Commercial® | 195 | 166 | 175 | ||||||
Sotheby’s International Realty® | 666 | 629 | 573 | ||||||
Better Homes and Gardens® Real Estate | 259 | 252 | 210 | ||||||
13,032 | 12,880 | 13,282 | |||||||
Company Owned: | |||||||||
ERA® | 11 | 10 | 10 | ||||||
Coldwell Banker® | 631 | 639 | 649 | ||||||
Sotheby’s International Realty® | 32 | 30 | 30 | ||||||
Corcoran®/Other | 32 | 33 | 35 | ||||||
706 | 712 | 724 | |||||||
Schedule of the Changes in the Number of Franchised and Company Owned Outlets [Table Text Block] | ' | ||||||||
The number of franchised and company owned outlets (in the aggregate) changed as follows: | |||||||||
(Unaudited) | |||||||||
For the Year Ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Franchised: | |||||||||
Beginning balance | 12,880 | 13,282 | 13,939 | ||||||
Additions | 478 | 366 | 335 | ||||||
Terminations | (326 | ) | (768 | ) | (992 | ) | |||
Ending balance | 13,032 | 12,880 | 13,282 | ||||||
Company Owned: | |||||||||
Beginning balance | 712 | 724 | 746 | ||||||
Additions | 15 | 17 | 10 | ||||||
Closures | (21 | ) | (29 | ) | (32 | ) | |||
Ending balance | 706 | 712 | 724 | ||||||
Note_6_Property_and_Equipment_1
Note 6. Property and Equipment, Net Property and Equipment, Net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and equipment, net consisted of: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Furniture, fixtures and equipment | $ | 204 | $ | 194 | ||||
Capitalized software | 261 | 235 | ||||||
Building and leasehold improvements | 159 | 159 | ||||||
Land | 3 | 4 | ||||||
627 | 592 | |||||||
Less: accumulated depreciation and amortization | (422 | ) | (404 | ) | ||||
$ | 205 | $ | 188 | |||||
Note_7_Accrued_Expenses_And_Ot1
Note 7. Accrued Expenses And Other Current Liabilities Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued expenses and other current liabilities | ' | |||||||
Accrued expenses and other current liabilities consisted of: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Accrued payroll and related employee costs | $ | 146 | $ | 80 | ||||
Accrued volume incentives | 31 | 22 | ||||||
Accrued commissions | 21 | 22 | ||||||
Restructuring accruals | 6 | 11 | ||||||
Deferred income | 73 | 69 | ||||||
Accrued interest | 63 | 87 | ||||||
Other | 114 | 136 | ||||||
$ | 454 | $ | 427 | |||||
Note_8_Short_And_LongTerm_Debt1
Note 8. Short And Long-Term Debt Short and Long-Term Debt (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Total Indebtedness | ' | |||||||||||||||
Total indebtedness is as follows: | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility | $ | — | $ | 110 | ||||||||||||
Term loan facility | 1,887 | 1,822 | ||||||||||||||
7.625% First Lien Notes | 593 | 593 | ||||||||||||||
7.875% First and a Half Lien Notes | 700 | 700 | ||||||||||||||
9.00% First and a Half Lien Notes | 225 | 325 | ||||||||||||||
3.375% Senior Notes | 500 | — | ||||||||||||||
11.50% Senior Notes | — | 489 | ||||||||||||||
12.00% Senior Notes | — | 129 | ||||||||||||||
12.375% Senior Subordinated Notes | — | 188 | ||||||||||||||
13.375% Senior Subordinated Notes | — | 10 | ||||||||||||||
Securitization Obligations: | ||||||||||||||||
Apple Ridge Funding LLC | 229 | 235 | ||||||||||||||
Cartus Financing Limited | 23 | 26 | ||||||||||||||
$ | 4,157 | $ | 4,627 | |||||||||||||
Schedule of Debt | ' | |||||||||||||||
As of December 31, 2013, the total capacity, outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: | ||||||||||||||||
Interest | Expiration | Total | Outstanding | Available | ||||||||||||
Rate | Date | Capacity | Borrowings | Capacity | ||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility (1) | -2 | Mar-18 | $ | 475 | $ | — | $ | 450 | ||||||||
Term loan facility | -3 | Mar-20 | 1,905 | 1,887 | — | |||||||||||
First Lien Notes | 7.63% | Jan-20 | 593 | 593 | — | |||||||||||
First and a Half Lien Notes | 7.88% | Feb-19 | 700 | 700 | — | |||||||||||
First and a Half Lien Notes | 9.00% | Jan-20 | 225 | 225 | — | |||||||||||
Senior Notes | 3.38% | May-16 | 500 | 500 | — | |||||||||||
Securitization obligations: (4) | ||||||||||||||||
Apple Ridge Funding LLC | Sep-14 | 325 | 229 | 96 | ||||||||||||
Cartus Financing Limited (5) | Various | 66 | 23 | 43 | ||||||||||||
$ | 4,789 | $ | 4,157 | $ | 589 | |||||||||||
_______________ | ||||||||||||||||
-1 | The available capacity under this facility was reduced by $25 million of outstanding letters of credit. On February 21, 2014, the Company had $95 million outstanding on the extended revolving credit facility and $25 million outstanding letters of credit on such facility, leaving $355 million of available capacity. | |||||||||||||||
-2 | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Group’s option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75% in each case subject to reductions based on the attainment of certain leverage ratios. | |||||||||||||||
-3 | Consists of a $1,905 million term loan, less a discount of $18 million. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Group’s option, (a) adjusted LIBOR plus 3.50% (with a LIBOR floor of 1.00%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.50% (with an ABR floor of 2.00%). | |||||||||||||||
-4 | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||||||||||
-5 | Consists of a £35 million facility which expires in August 2015 and a £5 million annual working capital facility which expires in August 2014. |
Note_9_Employee_Benefit_Plans_1
Note 9. Employee Benefit Plans Employee Benefit Plans (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Employee Benefit Plans [Abstract] | ' | |||||||||||||||
Schedule of Defined Benefit Pension Plan | ' | |||||||||||||||
The following tables show the changes in benefit obligation and plan assets for the defined benefit pension plan during the years ended: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Change in benefit obligation | ||||||||||||||||
Benefit obligation at beginning of year | $ | 164 | $ | 154 | ||||||||||||
Interest cost | 5 | 6 | ||||||||||||||
Actuarial (gain) loss | (14 | ) | 12 | |||||||||||||
Net benefits paid | (8 | ) | (8 | ) | ||||||||||||
Benefit obligation at end of year | 147 | 164 | ||||||||||||||
Change in plan assets | ||||||||||||||||
Fair value of plan assets at beginning of year | $ | 104 | $ | 94 | ||||||||||||
Actual return on plan assets | 11 | 11 | ||||||||||||||
Employer contribution | 6 | 7 | ||||||||||||||
Net benefits paid | (8 | ) | (8 | ) | ||||||||||||
Fair value of plan assets at end of year | 113 | 104 | ||||||||||||||
Underfunded at end of year | $ | 34 | $ | 60 | ||||||||||||
Schedule of Assumptions Used | ' | |||||||||||||||
The weighted average assumptions that were used to determine the Company’s benefit obligation and net periodic benefit cost for the following years ended December 31 are: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Discount rate for year-end obligation | 4.4 | % | 3.5 | % | ||||||||||||
Discount rate for net periodic pension cost | 3.5 | % | 4.1 | % | ||||||||||||
Expected long-term return on assets for year-end obligation | 7 | % | 7 | % | ||||||||||||
Expected long-term return on assets for net periodic pension cost | 7 | % | 7.25 | % | ||||||||||||
Compensation increase | — | — | ||||||||||||||
Schedule of Expected Benefit Payments | ' | |||||||||||||||
Estimated future benefit payments as of December 31, 2013 are as follows: | ||||||||||||||||
Year | Amount | |||||||||||||||
2014 | $ | 9 | ||||||||||||||
2015 | 9 | |||||||||||||||
2016 | 9 | |||||||||||||||
2017 | 9 | |||||||||||||||
2018 | 9 | |||||||||||||||
2019 through 2023 | 49 | |||||||||||||||
Schedule of Allocation of Plan Assets | ' | |||||||||||||||
The following table presents the fair values of plan assets by category as of December 31, 2013: | ||||||||||||||||
Asset Category | Quoted Price in Active Market for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total | ||||||||||||
(Level I) | (Level II) | (Level III) | ||||||||||||||
Cash and cash equivalents | $ | 3 | $ | — | $ | — | $ | 3 | ||||||||
Equity Securities: | ||||||||||||||||
U.S. large-cap funds | — | 33 | — | 33 | ||||||||||||
U.S. small-cap funds | — | 9 | — | 9 | ||||||||||||
International funds | — | 23 | — | 23 | ||||||||||||
Real estate fund | — | 5 | — | 5 | ||||||||||||
Fixed Income Securities: | ||||||||||||||||
Bond funds | — | 40 | — | 40 | ||||||||||||
Total | $ | 3 | $ | 110 | $ | — | $ | 113 | ||||||||
The following table presents the fair values of plan assets by category as of December 31, 2012: | ||||||||||||||||
Asset Category | Quoted Price in Active Market for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total | ||||||||||||
(Level I) | (Level II) | (Level III) | ||||||||||||||
Cash and cash equivalents | $ | 3 | $ | — | $ | — | $ | 3 | ||||||||
Equity Securities: | ||||||||||||||||
U.S. large-cap funds | — | 26 | — | 26 | ||||||||||||
U.S. small-cap funds | — | 6 | — | 6 | ||||||||||||
International funds | — | 9 | — | 9 | ||||||||||||
Real estate fund | — | 3 | — | 3 | ||||||||||||
Fixed Income Securities: | ||||||||||||||||
Bond funds | — | 57 | — | 57 | ||||||||||||
Total | $ | 3 | $ | 101 | $ | — | $ | 104 | ||||||||
Note_10_Income_Taxes_Income_Ta1
Note 10. Income Taxes Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of pre-tax income (loss) for domestic and foreign operations | ' | |||||||||||
The components of pretax income (loss) for domestic and foreign operations consisted of the following: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | 192 | $ | (513 | ) | $ | (420 | ) | ||||
Foreign | 9 | 12 | 13 | |||||||||
Pretax income (loss) | $ | 201 | $ | (501 | ) | $ | (407 | ) | ||||
Schedule of income tax provision | ' | |||||||||||
The components of income tax (benefit) expense consisted of the following: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current: | ||||||||||||
Federal | $ | 4 | $ | — | $ | 1 | ||||||
State | — | (2 | ) | 5 | ||||||||
Foreign | 3 | 5 | 8 | |||||||||
7 | 3 | 14 | ||||||||||
Deferred: | ||||||||||||
Federal | (241 | ) | 26 | 28 | ||||||||
State | (8 | ) | 10 | (10 | ) | |||||||
(249 | ) | 36 | 18 | |||||||||
Income tax (benefit) expense | $ | (242 | ) | $ | 39 | $ | 32 | |||||
Schedule of effective income tax rate | ' | |||||||||||
A reconciliation of the Company’s effective income tax rate at the U.S. federal statutory rate of 35% to the actual benefit was as follows: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal tax benefits | 2 | (1 | ) | 1 | ||||||||
Foreign rate differential | 1 | (1 | ) | (2 | ) | |||||||
Permanent differences | (1 | ) | 1 | 1 | ||||||||
Transaction costs | — | (20 | ) | — | ||||||||
Net change in valuation allowance | (157 | ) | (22 | ) | (43 | ) | ||||||
(120 | %) | (8 | %) | (8 | %) | |||||||
Schedule of deferred income tax assets and liabilities | ' | |||||||||||
as of December 31, are as follows: | ||||||||||||
2013 | 2012 | |||||||||||
Deferred income tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 839 | $ | 897 | ||||||||
Tax credit carryforwards | 5 | 4 | ||||||||||
Accrued liabilities and deferred income | 125 | 101 | ||||||||||
Minimum pension obligation | 15 | 23 | ||||||||||
Provision for doubtful accounts | 26 | 25 | ||||||||||
Liability for unrecognized tax benefits | 8 | 11 | ||||||||||
Other | 3 | 15 | ||||||||||
Total deferred tax assets | 1,021 | 1,076 | ||||||||||
Less: valuation allowance | (16 | ) | (357 | ) | ||||||||
Total deferred income tax assets after valuation allowance | 1,005 | 719 | ||||||||||
Deferred income tax liabilities: | ||||||||||||
Depreciation and amortization | 1,118 | 1,092 | ||||||||||
Change in tax return accounting methods (1) | 29 | — | ||||||||||
Prepaid expenses | 2 | 16 | ||||||||||
Undistributed foreign earnings | 7 | 1 | ||||||||||
Total deferred tax liabilities | 1,156 | 1,109 | ||||||||||
Net deferred income tax liabilities | $ | (151 | ) | $ | (390 | ) | ||||||
_______________ | ||||||||||||
-1 | During 2013, the Company filed applications with the Internal Revenue Service to change certain of its methods of accounting related to timing of income and deductions on its tax returns. The impact of these changes is reflected in the Change in tax return accounting methods line in the table above. | |||||||||||
Current deferred tax assets and current deferred tax liabilities are netted by tax jurisdiction and non-current deferred tax assets and non-current deferred tax liabilities are netted by tax jurisdiction, and are included in the accompanying Consolidated Balance Sheets as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred income taxes (current asset) | $ | 186 | $ | 54 | ||||||||
Deferred income taxes (non-current liability) | 337 | 444 | ||||||||||
Net deferred income tax liabilities | $ | (151 | ) | $ | (390 | ) | ||||||
Schedule of the rollforward of unrecognized tax benefits | ' | |||||||||||
The rollforward of unrecognized tax benefits are summarized in the table below: | ||||||||||||
Unrecognized tax benefits—January 1, 2011 | $ | 34 | ||||||||||
Gross increases—tax positions in prior periods | 8 | |||||||||||
Gross increases—tax positions in current period | 5 | |||||||||||
Reduction due to lapse of statute of limitations | (5 | ) | ||||||||||
Unrecognized tax benefits—December 31, 2011 | 42 | |||||||||||
Gross increases—tax positions in prior periods | 1 | |||||||||||
Gross decreases—tax positions in prior periods | (1 | ) | ||||||||||
Gross increases—tax positions in current period | 76 | |||||||||||
Settlements | (1 | ) | ||||||||||
Reduction due to lapse of statute of limitations | (6 | ) | ||||||||||
Unrecognized tax benefits—December 31, 2012 | 111 | |||||||||||
Gross increases—tax positions in prior periods | 7 | |||||||||||
Gross increases—tax positions in current period | 3 | |||||||||||
Settlements | (3 | ) | ||||||||||
Reduction due to lapse of statute of limitations | (5 | ) | ||||||||||
Unrecognized tax benefits—December 31, 2013 | $ | 113 | ||||||||||
Note_12_StockBased_Compensatio1
Note 12. Stock-Based Compensation Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||
Summary of Option and Restricted Share Activity | ' | |||||||||||||||||||
A summary of option, restricted stock and restricted stock unit activity is presented below (number of shares in millions): | ||||||||||||||||||||
Options | Weighted Average Exercise Price | Restricted | Weighted | Restricted | Weighted Average Grant Date Fair Value | |||||||||||||||
Stock | Average | Stock Units | ||||||||||||||||||
Grant Date | ||||||||||||||||||||
Fair Value | ||||||||||||||||||||
Outstanding at January 1, 2013 | 3.27 | $ | 26.32 | 0.29 | $ | 27.09 | — | $ | — | |||||||||||
Granted | 0.24 | 44.51 | 0.14 | 45.37 | 0.49 | 43.55 | ||||||||||||||
Exercised (a) (b) | (0.21 | ) | 21.9 | |||||||||||||||||
Vested | (0.09 | ) | 27.14 | (0.01 | ) | 27 | ||||||||||||||
Cancelled/Expired | (0.08 | ) | 23.64 | (0.03 | ) | 27 | (0.01 | ) | 44.52 | |||||||||||
Outstanding at December 31, 2013 (c) | 3.22 | $ | 28.04 | 0.31 | $ | 35.21 | 0.47 | $ | 43.73 | |||||||||||
_______________ | ||||||||||||||||||||
(a) | The intrinsic value of options exercised and shares vested during the year ended December 31, 2013 was $5.4 million and $4.1 million, respectively. | |||||||||||||||||||
(b) | Cash received from options exercised during the year ended December 31, 2013 was $4.7 million. | |||||||||||||||||||
(c) | Options outstanding at December 31, 2013 had an intrinsic value of $77 million and have a weighted average remaining contractual life of 8.3 years. | |||||||||||||||||||
Summary of Exercisable Stock Options | ' | |||||||||||||||||||
The following table summarizes information regarding exercisable stock options as of December 31, 2013: | ||||||||||||||||||||
Range of Exercise Prices | Options Vested | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||
$15.00-$50.00 | 0.78 | $22.97 | 7.84 years | $20.70 | ||||||||||||||||
$50.00 and above | 0.07 | $141.93 | 6.75 years | — | ||||||||||||||||
Summary of Stock Options Valuation Assumptions | ' | |||||||||||||||||||
2013 Options | 2012 Options | 2011 Options | ||||||||||||||||||
Weighted average grant date fair value | $ | 19.78 | $ | 11.18 | $ | 11.11 | ||||||||||||||
Expected volatility | 43.6 | % | 45.2 | % | 57.5 | % | ||||||||||||||
Expected term (years) | 6.25 | 6.18 | 5.19 | |||||||||||||||||
Risk-free interest rate | 1.7 | % | 1 | % | 1.7 | % | ||||||||||||||
Dividend yield | — | — | — | |||||||||||||||||
Note_13_Separation_Adjustments1
Note 13. Separation Adjustments, Transactions with Former Parent and Subsidiaries and Related Parties Separation Adjustments, Transactions With Former Parent And Subsidiaries And Related Parties (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||
Equity Method Investment, Summarized Financial Information [Table Text Block] | ' | |||||||||||
The following presents the summarized financial information for PHH Home Loans: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Balance sheet data: | ||||||||||||
Total assets | $ | 418 | $ | 818 | ||||||||
Total liabilities | 322 | 689 | ||||||||||
Total members’ equity | 96 | 129 | ||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Statement of operations data: | ||||||||||||
Total revenues | $ | 282 | $ | 377 | $ | 248 | ||||||
Total expenses | 235 | 256 | 199 | |||||||||
Net income | 47 | 121 | 49 | |||||||||
Note_14_Commitments_And_Contin1
Note 14. Commitments And Contingencies Commitments And Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
The Company is committed to making rental payments under noncancelable operating leases covering various facilities and equipment. Future minimum lease payments required under noncancelable operating leases as of December 31, 2013 are as follows: | ||||
Year | Amount | |||
2014 | $ | 133 | ||
2015 | 105 | |||
2016 | 67 | |||
2017 | 48 | |||
2018 | 29 | |||
Thereafter | 126 | |||
$ | 508 | |||
Schedule of Future Minimum Payments for Purchase Commitments and Licensing Fees | ' | |||
Future minimum payments for these purchase commitments and minimum licensing fees as of December 31, 2013 are as follows: | ||||
Year | Amount | |||
2014 | $ | 48 | ||
2015 | 25 | |||
2016 | 14 | |||
2017 | 9 | |||
2018 | 8 | |||
Thereafter | 247 | |||
$ | 351 | |||
Note_15_Equity_Deficit_Equity_1
Note 15. Equity (Deficit) Equity (Deficit) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | ||||||||||||||||||||||||||
The components of accumulated other comprehensive losses are as follows: | |||||||||||||||||||||||||||
Currency Translation Adjustments (1) | Minimum Pension Liability Adjustment | Unrealized Loss on Cash Flow Hedges | Accumulated Other Comprehensive Loss (2) | ||||||||||||||||||||||||
Balance at January 1, 2011 | $ | — | $ | (20 | ) | $ | (10 | ) | $ | (30 | ) | ||||||||||||||||
Other comprehensive loss before reclassifications | (1 | ) | (24 | ) | — | (25 | ) | ||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 3 | -3 | 18 | -4 | 21 | |||||||||||||||||||||
Income tax (expense) benefit | 1 | 9 | (8 | ) | 2 | ||||||||||||||||||||||
Current period change | — | (12 | ) | 10 | (2 | ) | |||||||||||||||||||||
Balance at December 31, 2011 | — | (32 | ) | — | (32 | ) | |||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | 3 | (8 | ) | — | (5 | ) | |||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 6 | -3 | — | 6 | ||||||||||||||||||||||
Income tax (expense) benefit | (1 | ) | 1 | — | — | ||||||||||||||||||||||
Current period change | 2 | (1 | ) | — | 1 | ||||||||||||||||||||||
Balance at December 31, 2012 | 2 | (33 | ) | — | (31 | ) | |||||||||||||||||||||
Other comprehensive income before reclassifications | — | 19 | — | 19 | |||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 2 | -3 | — | 2 | ||||||||||||||||||||||
Income tax expense | — | (9 | ) | — | (9 | ) | |||||||||||||||||||||
Current period change | — | 12 | — | 12 | |||||||||||||||||||||||
Balance at December 31, 2013 | $ | 2 | $ | (21 | ) | $ | — | $ | (19 | ) | |||||||||||||||||
_______________ | |||||||||||||||||||||||||||
-1 | Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statement of Operations. | ||||||||||||||||||||||||||
-2 | As of December 31, 2013, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. | ||||||||||||||||||||||||||
Schedule of Stockholders Equity [Table Text Block] | ' | ||||||||||||||||||||||||||
Realogy Group Stockholder’s Equity | |||||||||||||||||||||||||||
Common Stock | Additional | Accumulated | Accumulated | Non- | Total | ||||||||||||||||||||||
Paid-In | Deficit | Other | controlling | Equity | |||||||||||||||||||||||
Capital | Comprehensive | Interests | (Deficit) | ||||||||||||||||||||||||
Shares | Amount | Loss | |||||||||||||||||||||||||
Balance at January 1, 2011 | — | $ | — | $ | 2,026 | $ | (3,061 | ) | $ | (30 | ) | $ | 2 | $ | (1,063 | ) | |||||||||||
Net loss | — | — | — | (441 | ) | — | 2 | (439 | ) | ||||||||||||||||||
Other comprehensive loss | — | — | — | — | (2 | ) | — | (2 | ) | ||||||||||||||||||
Stock-based compensation | — | — | 7 | — | — | — | 7 | ||||||||||||||||||||
Dividends | — | — | — | — | — | (2 | ) | (2 | ) | ||||||||||||||||||
Balance at December 31, 2011 | — | $ | — | $ | 2,033 | $ | (3,502 | ) | $ | (32 | ) | $ | 2 | $ | (1,499 | ) | |||||||||||
Net loss | — | — | — | (543 | ) | — | 3 | (540 | ) | ||||||||||||||||||
Other comprehensive income | — | — | — | — | 1 | — | 1 | ||||||||||||||||||||
Contributions from Realogy Holdings | — | — | 3,542 | — | — | — | 3,542 | ||||||||||||||||||||
Stock-based compensation | — | — | 17 | — | — | — | 17 | ||||||||||||||||||||
Dividends | — | — | — | — | — | (2 | ) | (2 | ) | ||||||||||||||||||
Balance at December 31, 2012 | — | $ | — | $ | 5,592 | $ | (4,045 | ) | $ | (31 | ) | $ | 3 | $ | 1,519 | ||||||||||||
Net income | — | — | — | 438 | — | 5 | 443 | ||||||||||||||||||||
Other comprehensive income | — | — | — | — | 12 | — | 12 | ||||||||||||||||||||
Contributions from Realogy Holdings | — | — | 5 | — | — | — | 5 | ||||||||||||||||||||
Stock-based compensation | — | — | 39 | — | — | — | 39 | ||||||||||||||||||||
Dividends | — | — | — | — | — | (5 | ) | (5 | ) | ||||||||||||||||||
Balance at December 31, 2013 | — | $ | — | $ | 5,636 | $ | (3,607 | ) | $ | (19 | ) | $ | 3 | $ | 2,013 | ||||||||||||
Note_16_Earnings_Loss_Per_Shar
Note 16. Earnings (Loss) Per Share Earnings (Loss) Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||
The following table sets forth the computation of basic and diluted earnings (loss) per share: | |||||||||||||
For the Year Ended December 31, | |||||||||||||
(in millions, except shares and per share data) | 2013 | 2012 | 2011 | ||||||||||
Net income (loss) attributable to Realogy Holdings shareholders | $ | 438 | $ | (543 | ) | $ | (441 | ) | |||||
Basic weighted average shares | 145.4 | 37.7 | 8 | ||||||||||
Stock options, restricted stock and restricted stock units (a) (b) | 1.2 | — | — | ||||||||||
Weighted average diluted shares | 146.6 | 37.7 | 8 | ||||||||||
Earnings (loss) per share: | |||||||||||||
Basic | $ | 3.01 | $ | (14.41 | ) | $ | (55.01 | ) | |||||
Diluted | $ | 2.99 | $ | (14.41 | ) | $ | (55.01 | ) | |||||
Risk_Management_and_Fair_Value1
Risk Management and Fair Value of Financial Instruments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Risk Management and Fair Value of Financial Instruments [Abstract] | ' | |||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | ' | |||||||||||||||
The fair value of derivative instruments was as follows: | ||||||||||||||||
Liability Derivatives | Fair Value | |||||||||||||||
Not Designated as Hedging Instruments | Balance Sheet Location | 31-Dec-13 | 31-Dec-12 | |||||||||||||
Interest rate swap contracts | Other non-current liabilities | $ | 18 | $ | 29 | |||||||||||
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] | ' | |||||||||||||||
Derivatives in Cash Flow | Location of (Gain) or Loss Reclassified from AOCI into Income | (Gain) or Loss Reclassified | ||||||||||||||
Hedge Relationships | from AOCI into Income | |||||||||||||||
For the Year Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Interest rate swap contracts | Interest expense | $ | — | $ | — | $ | 17 | |||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | ' | |||||||||||||||
Derivative Instruments Not | Location of (Gain) or Loss Recognized for Derivative Instruments | (Gain) or Loss Recognized on Derivatives | ||||||||||||||
Designated as Hedging Instruments | For the Year Ended December 31, | |||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Interest rate swap contracts | Interest expense | $ | (4 | ) | $ | 16 | $ | 7 | ||||||||
Foreign exchange contracts | Operating expense | — | 1 | — | ||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2013 for assets/liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Interest rate swaps (included in other non-current liabilities) | $ | — | $ | 18 | $ | — | $ | 18 | ||||||||
Deferred compensation plan assets | 2 | — | — | 2 | ||||||||||||
(included in other non-current assets) | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2012 for assets/liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Interest rate swaps (included in other non-current liabilities) | $ | — | $ | 29 | $ | — | $ | 29 | ||||||||
Deferred compensation plan assets | 1 | — | — | 1 | ||||||||||||
(included in other non-current assets) | ||||||||||||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | ' | |||||||||||||||
The following table summarizes the carrying amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: | ||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value (a) | Amount | Fair Value (a) | |||||||||||||
Debt | ||||||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility | $ | — | $ | — | $ | 110 | $ | 110 | ||||||||
Term loan facility | 1,887 | 1,906 | 1,822 | 1,831 | ||||||||||||
7.625% First Lien Notes | 593 | 664 | 593 | 673 | ||||||||||||
7.875% First and a Half Lien Notes | 700 | 765 | 700 | 763 | ||||||||||||
9.00% First and a Half Lien Notes | 225 | 260 | 325 | 366 | ||||||||||||
3.375% Senior Notes | 500 | 504 | — | — | ||||||||||||
11.50% Senior Notes | — | — | 489 | 527 | ||||||||||||
12.00% Senior Notes | — | — | 129 | 140 | ||||||||||||
12.375% Senior Subordinated Notes | — | — | 188 | 192 | ||||||||||||
13.375% Senior Subordinated Notes | — | — | 10 | 11 | ||||||||||||
Securitization obligations | 252 | 252 | 261 | 261 | ||||||||||||
_______________ | ||||||||||||||||
(a) | The fair value of the Company's indebtedness is categorized as Level I. |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Revenues | ' | |||||||||||
Revenues (a) (b) | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Real Estate Franchise Services | $ | 690 | $ | 604 | $ | 557 | ||||||
Company Owned Real Estate Brokerage Services | 3,990 | 3,469 | 2,970 | |||||||||
Relocation Services | 419 | 423 | 423 | |||||||||
Title and Settlement Services | 467 | 421 | 359 | |||||||||
Corporate and Other (c) | (277 | ) | (245 | ) | (216 | ) | ||||||
Total Company | $ | 5,289 | $ | 4,672 | $ | 4,093 | ||||||
_______________ | ||||||||||||
(a) | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $277 million for the year ended December 31, 2013, $245 million for the year ended December 31, 2012 and $216 million for the year ended December 31, 2011. Such amounts are eliminated through the Corporate and Other line. | |||||||||||
(b) | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $43 million for the year ended December 31, 2013, $39 million for the year ended December 31, 2012 and $37 million for the year ended December 31, 2011. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||||||
(c) | Includes the elimination of transactions between segments. | |||||||||||
EBITDA | ' | |||||||||||
EBITDA (a) | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Real Estate Franchise Services | $ | 448 | $ | 364 | $ | 320 | ||||||
Company Owned Real Estate Brokerage Services | 206 | 165 | 56 | |||||||||
Relocation Services | 104 | 103 | 115 | |||||||||
Title and Settlement Services | 50 | 38 | 29 | |||||||||
Corporate and Other (b) | (155 | ) | (473 | ) | (77 | ) | ||||||
Total Company | $ | 653 | $ | 197 | $ | 443 | ||||||
______________ | ||||||||||||
(a) | Includes $68 million related to the loss on the early extinguishment of debt, $47 million related to the Phantom Value Plan and $4 million of restructuring costs, partially offset by a net benefit of $4 million of former parent legacy items for the year ended December 31, 2013. Includes $361 million of IPO related costs (of which $256 million was non-cash and related to the issuance of additional shares and $105 million was a cash fee payment), $39 million expense for the Apollo management fee termination agreement, $24 million loss on the early extinguishment of debt and, $12 million of restructuring costs, partially offset by a net benefit of $8 million of former parent legacy items for the year ended December 31, 2012. Includes $36 million loss on early extinguishment of debt and $11 million of restructuring costs, partially offset by a net benefit of $15 million of former parent legacy items for the year ended December 31, 2011. | |||||||||||
(b) | Includes the elimination of transactions between segments. | |||||||||||
Provided below is a reconciliation of EBITDA to Net income (loss) attributable to Realogy Holdings and Realogy Group: | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
EBITDA | $ | 653 | $ | 197 | $ | 443 | ||||||
Less: Depreciation and amortization | 176 | 173 | 186 | |||||||||
Interest expense, net | 281 | 528 | 666 | |||||||||
Income tax (benefit) expense | (242 | ) | 39 | 32 | ||||||||
Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | 438 | $ | (543 | ) | $ | (441 | ) | ||||
Depreciation, Amortization and Capital Expenditures | ' | |||||||||||
Capital Expenditures | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Real Estate Franchise Services | $ | 6 | $ | 6 | $ | 7 | ||||||
Company Owned Real Estate Brokerage Services | 29 | 21 | 22 | |||||||||
Relocation Services | 6 | 8 | 7 | |||||||||
Title and Settlement Services | 11 | 10 | 8 | |||||||||
Corporate and Other | 10 | 9 | 5 | |||||||||
Total Company | $ | 62 | $ | 54 | $ | 49 | ||||||
Depreciation and Amortization | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Real Estate Franchise Services | $ | 75 | $ | 75 | $ | 77 | ||||||
Company Owned Real Estate Brokerage Services | 35 | 35 | 41 | |||||||||
Relocation Services | 44 | 45 | 47 | |||||||||
Title and Settlement Services | 11 | 10 | 12 | |||||||||
Corporate and Other | 11 | 8 | 9 | |||||||||
Total Company | $ | 176 | $ | 173 | $ | 186 | ||||||
Segment Assets | ' | |||||||||||
Segment Assets | ||||||||||||
As of December 31 | ||||||||||||
2013 | 2012 | |||||||||||
Real Estate Franchise Services | $ | 4,606 | $ | 4,667 | ||||||||
Company Owned Real Estate Brokerage Services | 914 | 888 | ||||||||||
Relocation Services | 1,174 | 1,262 | ||||||||||
Title and Settlement Services | 320 | 313 | ||||||||||
Corporate and Other | 312 | 315 | ||||||||||
Total Company | $ | 7,326 | $ | 7,445 | ||||||||
Geographic Segment Information | ' | |||||||||||
The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries. | ||||||||||||
United | All Other | Total | ||||||||||
States | Countries | |||||||||||
On or for the year ended December 31, 2013 | ||||||||||||
Net revenues | $ | 5,167 | $ | 122 | $ | 5,289 | ||||||
Total assets | 7,232 | 94 | 7,326 | |||||||||
Net property and equipment | 204 | 1 | 205 | |||||||||
On or for the year ended December 31, 2012 | ||||||||||||
Net revenues | $ | 4,546 | $ | 126 | $ | 4,672 | ||||||
Total assets | 7,344 | 101 | 7,445 | |||||||||
Net property and equipment | 187 | 1 | 188 | |||||||||
On or for the year ended December 31, 2011 | ||||||||||||
Net revenues | $ | 3,968 | $ | 125 | $ | 4,093 | ||||||
Total assets | 7,246 | 104 | 7,350 | |||||||||
Net property and equipment | 164 | 1 | 165 | |||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Unaudited Quarterly Financial Data | ' | |||||||||||||||
Provided below is selected unaudited quarterly financial data for 2013 and 2012. | ||||||||||||||||
2013 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Net revenues | ||||||||||||||||
Real Estate Franchise Services | $ | 135 | $ | 193 | $ | 193 | $ | 169 | ||||||||
Company Owned Real Estate Brokerage Services | 686 | 1,182 | 1,178 | 944 | ||||||||||||
Relocation Services | 87 | 108 | 127 | 97 | ||||||||||||
Title and Settlement Services | 100 | 130 | 134 | 103 | ||||||||||||
Other (a) | (51 | ) | (80 | ) | (79 | ) | (67 | ) | ||||||||
$ | 957 | $ | 1,533 | $ | 1,553 | $ | 1,246 | |||||||||
Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) | ||||||||||||||||
Real Estate Franchise Services | $ | 53 | $ | 114 | $ | 114 | $ | 91 | ||||||||
Company Owned Real Estate Brokerage Services | (25 | ) | 81 | 79 | 12 | |||||||||||
Relocation Services | — | 17 | 35 | 13 | ||||||||||||
Title and Settlement Services | 3 | 18 | 14 | 6 | ||||||||||||
Other | (107 | ) | (148 | ) | (127 | ) | (68 | ) | ||||||||
$ | (76 | ) | $ | 82 | $ | 115 | $ | 54 | ||||||||
Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | (75 | ) | $ | 84 | $ | 109 | $ | 320 | |||||||
Income (loss) per share attributable to Realogy Holdings (c): | ||||||||||||||||
Basic income (loss) per share: | $ | (0.52 | ) | $ | 0.58 | $ | 0.75 | $ | 2.2 | |||||||
Diluted income (loss) per share: | $ | (0.52 | ) | $ | 0.57 | $ | 0.74 | $ | 2.18 | |||||||
_______________ | ||||||||||||||||
(a) | Represents the elimination of transactions primarily between the Real Estate Franchise Services segment and the Company Owned Real Estate Brokerage Services segment. | |||||||||||||||
(b) | The quarterly results include the following: | |||||||||||||||
• | A loss on the early extinguishment of debt of $3 million in the first quarter, $43 million in the second quarter, and $22 million in the third quarter; | |||||||||||||||
• | Former parent legacy cost (benefit) of $1 million, $(2) million, $1 million and $(4) million in the first, second, third and fourth quarters, respectively; and | |||||||||||||||
• | Restructuring charges of $4 million in the second quarter. | |||||||||||||||
(c) | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS (See Note 16 "Earnings (Loss) Per Share" for further information). | |||||||||||||||
2012 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Net revenues | ||||||||||||||||
Real Estate Franchise Services | $ | 129 | $ | 170 | $ | 161 | $ | 144 | ||||||||
Company Owned Real Estate Brokerage Services | 617 | 994 | 948 | 910 | ||||||||||||
Relocation Services | 88 | 109 | 124 | 102 | ||||||||||||
Title and Settlement Services | 88 | 106 | 114 | 113 | ||||||||||||
Other (a) | (47 | ) | (70 | ) | (66 | ) | (62 | ) | ||||||||
$ | 875 | $ | 1,309 | $ | 1,281 | $ | 1,207 | |||||||||
Loss before income taxes, equity in earnings and noncontrolling interests (b) | ||||||||||||||||
Real Estate Franchise Services | $ | 42 | $ | 80 | $ | 88 | $ | 79 | ||||||||
Company Owned Real Estate Brokerage Services | (37 | ) | 55 | 39 | 12 | |||||||||||
Relocation Services | (7 | ) | 19 | 35 | 14 | |||||||||||
Title and Settlement Services | (1 | ) | 12 | 9 | 9 | |||||||||||
Other | (192 | ) | (197 | ) | (207 | ) | (415 | ) | ||||||||
$ | (195 | ) | $ | (31 | ) | $ | (36 | ) | $ | (301 | ) | |||||
Net loss attributable to Realogy Holdings and Realogy Group | $ | (192 | ) | $ | (25 | ) | $ | (34 | ) | $ | (292 | ) | ||||
Loss per share attributable to Realogy Holdings (c): | ||||||||||||||||
Basic earnings (loss) per share: | $ | (23.95 | ) | $ | (3.12 | ) | $ | (4.24 | ) | $ | (2.32 | ) | ||||
Diluted earnings (loss) per share: | $ | (23.95 | ) | $ | (3.12 | ) | $ | (4.24 | ) | $ | (2.32 | ) | ||||
_______________ | ||||||||||||||||
(a) | Represents the elimination of transactions primarily between the Real Estate Franchise Services segment and the Company Owned Real Estate Brokerage Services segment. | |||||||||||||||
(b) | The quarterly results include the following: | |||||||||||||||
•A loss on the early extinguishment of debt of $6 million in the first quarter and $18 million in the fourth quarter; | ||||||||||||||||
• | Former parent legacy cost (benefit) of $(3) million, $(1) million and $(4) million in the first, third and fourth quarters, respectively; | |||||||||||||||
• | Restructuring charges of $3 million, $2 million, $2 million and $5 million in the first, second, third and fourth quarters, respectively; | |||||||||||||||
• | IPO related costs for the Convertible Notes of $361 million in the fourth quarter; and | |||||||||||||||
• | Apollo management fee termination agreement costs of $39 million in the fourth quarter. | |||||||||||||||
(c) | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS. |
Note_1_Basis_of_Presentation_B1
Note 1. Basis of Presentation Basis of Presentation (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2006 |
Independent_Companies | ||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' |
Number of New Independent Companies per Cendant Business Unit | ' | ' | ' | 1 |
Cendant Spin-off Number of New Independent Companies | ' | ' | ' | 4 |
Original amount of Convertible Notes converted into common stock | ' | $2,110 | ' | ' |
Proceeds from issuance of common stock | $0 | $1,176 | $0 | ' |
Note_1_Basis_of_Presentation_B2
Note 1. Basis of Presentation Business Description (Details) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
employees | franchisedandcompanyownedoffices | franchisedandcompanyownedoffices | franchisedandcompanyownedoffices | |
franchisedandcompanyownedoffices | ||||
Number of International Countries in which Entity Operates | 102 | ' | ' | ' |
Franchised and Company Owned [Member] | ' | ' | ' | ' |
Number of offices | 13,700 | ' | ' | ' |
Number of Independent Sales Associates | 247,800 | ' | ' | ' |
Company Owned: | ' | ' | ' | ' |
Number of offices | 706 | 712 | 724 | 746 |
Number of Independent Sales Associates | 42,300 | ' | ' | ' |
Note_2_Summary_of_Significant_2
Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Aggregate selling price of relocation properties | $62 | $81 | $123 | ' |
Restricted Cash and Cash Equivalents | 14 | 9 | ' | ' |
Advertising Expense | 174 | 166 | 164 | ' |
Goodwill | 3,335 | 3,304 | 3,299 | 3,296 |
Gross carrying amount of indefinite-lived intangible assets | $742 | ' | ' | ' |
Percentage by which the estimated fair value of each reporting unit is lowered during goodwill evaluation | 10.00% | 10.00% | 10.00% | ' |
Minimum [Member] | ' | ' | ' | ' |
Minimum ownership percentage for consolidation | 50.00% | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Remaining maturity of highly-liquid investments | '3 months | ' | ' | ' |
Note_2_Summary_of_Significant_3
Note 2. Summary of Significant Accounting Policies Derivative Instruments (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2013 |
Interest_Rate_Swaps | Interest_Rate_Swaps | |
Swap [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Notional value of derivative instrument | ' | 1,025 |
Swap One [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Notional value of derivative instrument | ' | 225 |
Swap Two [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Notional value of derivative instrument | ' | 200 |
Swap Three [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Notional value of derivative instrument | ' | 200 |
Swap Four [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Notional value of derivative instrument | ' | 200 |
Swap Five [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Notional value of derivative instrument | ' | 200 |
Interest rate swap contracts | ' | ' |
Derivative [Line Items] | ' | ' |
Number of interest rate derivatives held | ' | 5 |
Number of Interest Rate Swaps Entered Into | 3 | ' |
Note_2_Summary_of_Significant_4
Note 2. Summary of Significant Accounting Policies Investments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity Method Investments | $57 | $73 |
PHH Home Loans [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity Method Investments | $50 | ' |
Joint venture investment, ownership percentage | 49.90% | ' |
Note_2_Summary_of_Significant_5
Note 2. Summary of Significant Accounting Policies Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Building [Member] | Leasehold Improvements [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Software [Member] | Software [Member] | Software [Member] | Software [Member] | |
Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '30 years | '20 years | '3 years | '7 years | ' | ' | '1 year | '10 years |
Capitalized Computer Software, Net | ' | ' | ' | ' | $74 | $68 | ' | ' |
Note_2_Summary_of_Significant_6
Note 2. Summary of Significant Accounting Policies Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stock Issued | $22 | ' | ' |
Noncash tenant improvements | 6 | 21 | ' |
Capital Lease Obligations Incurred | 14 | 6 | ' |
Notes Issued | ' | ' | 3 |
2012 Bonus Plan [Member] | ' | ' | ' |
Stock Issued | ' | 12 | ' |
Convertible Debt [Member] | ' | ' | ' |
Stock Issued | ' | $2,366 | ' |
Note_3_Acquisitions_Acquisitio1
Note 3. Acquisitions Acquisitions (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Acquisition [Line Items] | ' | ' | ' |
Goodwill acquired | $31 | $5 | $3 |
Company Owned: | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Number of business acquired (in real estate brokerage operations) | 15 | 7 | 13 |
Cash consideration paid for acquisition | 32 | 3 | 3 |
Liabilities established related to contingent consideration | 4 | 2 | 2 |
Goodwill acquired | 31 | 5 | 3 |
AmortizablebPendings and listings (f) | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Useful life of pendings and listings | '5 months | ' | ' |
AmortizablebPendings and listings (f) | Company Owned: | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Finite-lived Intangible Assets Acquired | $5 | ' | ' |
Note_4_Intangible_Assets_Goodw
Note 4. Intangible Assets Goodwill (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill Balance, beginning of period | ' | ' | $3,304 | $3,299 | $3,296 |
Goodwill acquired | ' | ' | 31 | 5 | 3 |
Goodwill Balance, end of period | ' | ' | 3,335 | 3,304 | 3,299 |
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ' | ' | ' | ' | ' |
Gross goodwill | ' | ' | 5,121 | ' | ' |
Accumulated impairment losses (a) | ' | ' | -1,786 | ' | ' |
Balance at December 31, 2013 | ' | ' | 3,335 | 3,304 | 3,299 |
Goodwill and Intangible Asset Impairment [Abstract] | ' | ' | ' | ' | ' |
Goodwill and Intangible Asset Impairment | 1,557 | 637 | ' | ' | ' |
Impairment of Intangible Assets (Excluding Goodwill) | 278 | 130 | ' | ' | ' |
Impairment of Goodwill | 1,279 | 507 | ' | ' | ' |
Franchised: | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill Balance, beginning of period | ' | ' | 2,241 | 2,241 | 2,241 |
Goodwill acquired | ' | ' | 0 | 0 | 0 |
Goodwill Balance, end of period | ' | ' | 2,241 | 2,241 | 2,241 |
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ' | ' | ' | ' | ' |
Gross goodwill | ' | ' | 3,264 | ' | ' |
Accumulated impairment losses (a) | ' | ' | -1,023 | ' | ' |
Balance at December 31, 2013 | ' | ' | 2,241 | 2,241 | 2,241 |
Company Owned: | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill Balance, beginning of period | ' | ' | 630 | 625 | 622 |
Goodwill acquired | ' | ' | 31 | 5 | 3 |
Goodwill Balance, end of period | ' | ' | 661 | 630 | 625 |
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ' | ' | ' | ' | ' |
Gross goodwill | ' | ' | 819 | ' | ' |
Accumulated impairment losses (a) | ' | ' | -158 | ' | ' |
Balance at December 31, 2013 | ' | ' | 661 | 630 | 625 |
Relocation Services | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill Balance, beginning of period | ' | ' | 360 | 360 | 360 |
Goodwill acquired | ' | ' | 0 | 0 | 0 |
Goodwill Balance, end of period | ' | ' | 360 | 360 | 360 |
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ' | ' | ' | ' | ' |
Gross goodwill | ' | ' | 641 | ' | ' |
Accumulated impairment losses (a) | ' | ' | -281 | ' | ' |
Balance at December 31, 2013 | ' | ' | 360 | 360 | 360 |
Title and Settlement Services | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill Balance, beginning of period | ' | ' | 73 | 73 | 73 |
Goodwill acquired | ' | ' | 0 | 0 | 0 |
Goodwill Balance, end of period | ' | ' | 73 | 73 | 73 |
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ' | ' | ' | ' | ' |
Gross goodwill | ' | ' | 397 | ' | ' |
Accumulated impairment losses (a) | ' | ' | -324 | ' | ' |
Balance at December 31, 2013 | ' | ' | $73 | $73 | $73 |
Note_4_Intangible_Assets_Intan2
Note 4. Intangible Assets Intangible Assets (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross carrying amount of indefinite-lived intangible assets | $742 | ' | ||
Carrying amount of total other intangibles | 595 | 590 | ||
Accumulated Amortization | 230 | 191 | ||
Net carrying amount of finite-lived and indefinite-lived intangible assets | 365 | 399 | ||
UnamortizablebTrademarks (b) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross carrying amount of indefinite-lived intangible assets | 732 | [1] | 732 | [1] |
UnamortizablebTitle plant shares (e) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross carrying amount of indefinite-lived intangible assets | 10 | [2] | 10 | [2] |
AmortizablebFranchise agreements (a) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross carrying amount of finite-lived intangible assets | 2,019 | [3] | 2,019 | [3] |
Accumulated Amortization | 457 | [3] | 390 | [3] |
Net carrying amount of finite-lived intangible assets | 1,562 | [3] | 1,629 | [3] |
Amortization period | '30 years | ' | ||
AmortizablebLicense agreements (c) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross carrying amount of finite-lived intangible assets | 45 | [4] | 45 | [4] |
Accumulated Amortization | 6 | [4] | 5 | [4] |
Net carrying amount of finite-lived intangible assets | 39 | [4] | 40 | [4] |
Amortization period | '50 years | ' | ||
AmortizablebCustomer relationships (d) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross carrying amount of finite-lived intangible assets | 529 | [5] | 529 | [5] |
Accumulated Amortization | 219 | [5] | 182 | [5] |
Net carrying amount of finite-lived intangible assets | 310 | [5] | 347 | [5] |
AmortizablebPendings and listings (f) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross carrying amount of finite-lived intangible assets | 2 | 0 | ||
Accumulated Amortization | 1 | 0 | ||
Net carrying amount of finite-lived intangible assets | 1 | 0 | ||
Amortization period | '5 months | ' | ||
AmortizablebOther (g) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Gross carrying amount of finite-lived intangible assets | 9 | [6] | 6 | [6] |
Accumulated Amortization | 4 | [6] | 4 | [6] |
Net carrying amount of finite-lived intangible assets | $5 | [6] | $2 | [6] |
Maximum [Member] | AmortizablebCustomer relationships (d) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Amortization period | '20 years | ' | ||
Maximum [Member] | AmortizablebOther (g) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Amortization period | '10 years | ' | ||
Minimum [Member] | AmortizablebCustomer relationships (d) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Amortization period | '5 years | ' | ||
Minimum [Member] | AmortizablebOther (g) | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Amortization period | '2 years | ' | ||
[1] | Relates to the Century 21, Coldwell Banker, ERA, The Corcoran Group, Coldwell Banker Commercial and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. | |||
[2] | Primarily relates to the Texas American Title Company title plant shares. Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. | |||
[3] | Generally amortized over a period of 30 years. | |||
[4] | Relates to the Sothebybs International Realty and Better Homes and Gardens Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | |||
[5] | Relates to the customer relationships at the Title and Settlement Services segment and the Relocation Services segment. These relationships are being amortized over a period of 5 to 20 years. | |||
[6] | Generally amortized over periods ranging from 2 to 10 years. |
Note_4_Intangible_Assets_Amort
Note 4. Intangible Assets Amortization Expense (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | ' | ' | ' |
Amortization of Intangible Assets | $109 | $108 | $112 |
Expected amortization expense for 2014 | 107 | ' | ' |
Expected amortization expense for 2015 | 95 | ' | ' |
Expected amortization expense for 2016 | 95 | ' | ' |
Expected amortization expense for 2017 | 91 | ' | ' |
Expected amortization expense for 2018 | 90 | ' | ' |
Expected amortization expense thereafter | 1,439 | ' | ' |
AmortizablebFranchise agreements (a) | ' | ' | ' |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | ' | ' | ' |
Amortization of Intangible Assets | 67 | 68 | 67 |
AmortizablebLicense agreements (c) | ' | ' | ' |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | ' | ' | ' |
Amortization of Intangible Assets | 1 | 1 | 1 |
AmortizablebCustomer relationships (d) | ' | ' | ' |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | ' | ' | ' |
Amortization of Intangible Assets | 37 | 38 | 37 |
AmortizablebPendings and listings (f) | ' | ' | ' |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | ' | ' | ' |
Amortization of Intangible Assets | 3 | 0 | 2 |
AmortizablebOther (g) | ' | ' | ' |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | ' | ' | ' |
Amortization of Intangible Assets | $1 | $1 | $5 |
Note_5_Franchising_and_Marketi2
Note 5. Franchising and Marketing Activities Franchising and Marketing Activities (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Brokerage_Offices | franchisedandcompanyownedoffices | franchisedandcompanyownedoffices | franchisedandcompanyownedoffices | |
franchisedandcompanyownedoffices | ||||
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Initial franchise and area development fees | $12 | $6 | $9 | ' |
Annual volume incentives from Real Estate Franchisees | 48 | 35 | 25 | ' |
Franchised: | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 13,032 | 12,880 | 13,282 | 13,939 |
Franchised: | Century 21B. | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 7,109 | 7,060 | 7,475 | ' |
Franchised: | ERAB. | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 2,314 | 2,312 | 2,364 | ' |
Franchised: | Coldwell BankerB. | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 2,489 | 2,461 | 2,485 | ' |
Franchised: | Coldwell Banker CommercialB. | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 195 | 166 | 175 | ' |
Franchised: | Sothebybs International RealtyB. | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 666 | 629 | 573 | ' |
Franchised: | Better Homes and GardensB. Real Estate | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 259 | 252 | 210 | ' |
Company Owned: | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Royalty expense | $265 | $234 | $204 | ' |
Number of offices | 706 | 712 | 724 | 746 |
Company Owned: | ERAB. | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 11 | 10 | 10 | ' |
Company Owned: | Coldwell BankerB. | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 631 | 639 | 649 | ' |
Company Owned: | Sothebybs International RealtyB. | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 32 | 30 | 30 | ' |
Company Owned: | Corcoran Other [Member] | ' | ' | ' | ' |
Franchisor Disclosure [Line Items] | ' | ' | ' | ' |
Number of offices | 32 | 33 | 35 | ' |
Note_5_Franchising_and_Marketi3
Note 5. Franchising and Marketing Activities Change in the Number of Franchised and Company Owned Outlets (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | ' | ' | ' |
Franchise conversion and development advance notes | $93 | $89 | ' |
Allowance for franchise conversion and development advance notes | 2 | 3 | ' |
Forgiveness of franchise conversion and development advance notes | $11 | $16 | $13 |
Franchised: | ' | ' | ' |
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | ' | ' | ' |
Beginning balance | 12,880 | 13,282 | 13,939 |
Additions | 478 | 366 | 335 |
Terminations/Closures | -326 | -768 | -992 |
Ending balance | 13,032 | 12,880 | 13,282 |
Company Owned: | ' | ' | ' |
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | ' | ' | ' |
Beginning balance | 712 | 724 | 746 |
Additions | 15 | 17 | 10 |
Terminations/Closures | -21 | -29 | -32 |
Ending balance | 706 | 712 | 724 |
Note_6_Property_and_Equipment_2
Note 6. Property and Equipment, Net Property and Equipment, Net (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $627 | $592 | ' |
Less: accumulated depreciation and amortization | -422 | -404 | ' |
Property and equipment, net | 205 | 188 | 165 |
Depreciation and amortization expense | 67 | 65 | 74 |
Furniture, fixtures and equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 204 | 194 | ' |
Capitalized software | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 261 | 235 | ' |
Building and leasehold improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 159 | 159 | ' |
Land | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $3 | $4 | ' |
Note_7_Accrued_Expenses_And_Ot2
Note 7. Accrued Expenses And Other Current Liabilities Accrued Expenses And Other Current Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accrued payroll and related employee costs | $146 | $80 |
Accrued volume incentives | 31 | 22 |
Accrued commissions | 21 | 22 |
Restructuring accruals | 6 | 11 |
Deferred income | 73 | 69 |
Accrued interest | 63 | 87 |
Other | 114 | 136 |
Accrued expenses and other current liabilities | $454 | $427 |
Note_8_Short_And_LongTerm_Debt2
Note 8. Short And Long-Term Debt Schedule of Total Indebtedness (Details) (USD $) | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | |
In Millions, unless otherwise specified | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Total long-term and short-term debt | $4,157 | ' | $4,627 | |
Line of Credit [Member] | Revolving credit facility | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Line of credit facility outstanding amount | 0 | [1],[2] | ' | 110 |
Securitization obligations | Apple Ridge Funding LLC | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Short-term debt | 229 | [3] | ' | 235 |
Securitization obligations | Cartus Financing Limited | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Short-term debt | 23 | [3],[4] | ' | 26 |
Secured Debt [Member] | Term loan facility | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | 1,887 | [5] | 1,920 | 1,822 |
Secured Debt [Member] | 7.625% First Lien Notes | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | 593 | ' | 593 | |
Secured Debt [Member] | 7.875% First and a Half Lien Notes | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | 700 | ' | 700 | |
Secured Debt [Member] | 9.00% First and a Half Lien Notes | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | 225 | ' | 325 | |
Senior Notes [Member] | 3.375% Senior Notes | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | 500 | ' | 0 | |
Senior Notes [Member] | 11.50% Senior Notes | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | 0 | ' | 489 | |
Senior Notes [Member] | 12.00% Senior Notes | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | 0 | ' | 129 | |
Senior Subordinated Notes [Member] | 12.375% Senior Subordinated Notes | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | 0 | ' | 188 | |
Senior Subordinated Notes [Member] | 13.375% Senior Subordinated Notes | ' | ' | ' | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ' | ' | ' | |
Long-term Debt | $0 | ' | $10 | |
[1] | The available capacity under this facility was reduced by $25 million of outstanding letters of credit. On February 21, 2014, the Company had $95 million outstanding on the extended revolving credit facility and $25 million outstanding letters of credit on such facility, leaving $355 million of available capacity. | |||
[2] | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75% in each case subject to reductions based on the attainment of certain leverage ratios. | |||
[3] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||
[4] | Consists of a £35 million facility which expires in August 2015 and a £5 million annual working capital facility which expires in August 2014. | |||
[5] | Consists of a $1,905 million term loan, less a discount of $18 million. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 3.50% (with a LIBOR floor of 1.00%) or (b) JPMorgan Chase Bank, N.A.bs prime rate ("ABR") plus 2.50% (with an ABR floor of 2.00%). |
Note_8_Short_And_LongTerm_Debt3
Note 8. Short And Long-Term Debt Schedule of Debt (Details) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 03, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 02, 2012 | Dec. 31, 2013 | Apr. 26, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 21, 2014 | Feb. 21, 2014 | ||||
In Millions, unless otherwise specified | USD ($) | USD ($) | Revolving credit facility | Revolving credit facility | Revolving credit facility | Term loan facility | Term loan facility | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Securitization obligations | Securitization obligations | Securitization obligations | Securitization obligations | Securitization obligations | Securitization obligations | August 2014 [Member] | August 2015 [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
USD ($) | LIBOR [Member] | ABR [Member] | LIBOR [Member] | ABR [Member] | Term loan facility | Term loan facility | Term loan facility | 7.625% First Lien Notes | 7.625% First Lien Notes | 7.625% First Lien Notes | 7.875% First and a Half Lien Notes | 7.875% First and a Half Lien Notes | 7.875% First and a Half Lien Notes | 9.00% First and a Half Lien Notes | 9.00% First and a Half Lien Notes | 9.00% First and a Half Lien Notes | 3.375% Senior Notes | 3.375% Senior Notes | 3.375% Senior Notes | Revolving credit facility | Revolving credit facility | Revolving credit facility | USD ($) | USD ($) | Apple Ridge Funding LLC | Apple Ridge Funding LLC | Cartus Financing Limited | Cartus Financing Limited | Securitization obligations | Securitization obligations | Revolving credit facility | Line of Credit [Member] | |||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Cartus Financing Limited | Cartus Financing Limited | USD ($) | Revolving credit facility | ||||||||||||||||
GBP (£) | GBP (£) | USD ($) | |||||||||||||||||||||||||||||||||||||
Total Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total capacity, short-term debt, line of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $475 | [1],[2] | $475 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total capacity, long-term debt | ' | ' | ' | ' | ' | ' | ' | 1,905 | [3] | ' | ' | 593 | ' | 593 | 700 | ' | ' | 225 | ' | ' | 500 | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total capacity, securitization obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 252 | 261 | 325 | [4] | ' | 66 | [4],[5] | ' | 5 | 35 | ' | ' | ||
Total capacity, total long-term and short-term debt | 4,789 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding Borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding borrowings, short-term debt, line of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [1],[2] | ' | 110 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95 | |||
Outstanding borrowings, long-term debt | ' | ' | ' | ' | ' | ' | ' | 1,887 | [3] | 1,920 | 1,822 | 593 | 593 | ' | 700 | 700 | ' | 225 | 325 | ' | 500 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Outstanding borrowings, securitization obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 229 | [4] | 235 | 23 | [4],[5] | 26 | ' | ' | ' | ' | ||
Outstanding borrowings, total long-term and short-term debt | 4,157 | 4,627 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Available Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Available capacity, line or credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450 | [1],[2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 355 | |||
Available capacity, debt | 589 | ' | ' | ' | ' | ' | ' | 0 | [3] | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | 96 | [4] | ' | 43 | [4],[5] | ' | ' | ' | ' | ' | |
Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.63% | ' | 7.63% | 7.88% | ' | 7.88% | 9.00% | ' | 9.00% | 3.38% | 3.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding letter of credit | ' | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25 | ' | ||||
Description of variable interest rate basis | ' | ' | ' | 'LIBOR | 'ABR | 'LIBOR | 'ABR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Debt Instrument, basis spread on variable rate, floor | ' | ' | ' | ' | ' | 1.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Debt Instrument, basis spread on variable rate | ' | ' | ' | 2.75% | 1.75% | 3.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | $18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
[1] | The available capacity under this facility was reduced by $25 million of outstanding letters of credit. On February 21, 2014, the Company had $95 million outstanding on the extended revolving credit facility and $25 million outstanding letters of credit on such facility, leaving $355 million of available capacity. | ||||||||||||||||||||||||||||||||||||||
[2] | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75% in each case subject to reductions based on the attainment of certain leverage ratios. | ||||||||||||||||||||||||||||||||||||||
[3] | Consists of a $1,905 million term loan, less a discount of $18 million. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 3.50% (with a LIBOR floor of 1.00%) or (b) JPMorgan Chase Bank, N.A.bs prime rate ("ABR") plus 2.50% (with an ABR floor of 2.00%). | ||||||||||||||||||||||||||||||||||||||
[4] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||||||||||||||||||||||||||||||||
[5] | Consists of a £35 million facility which expires in August 2015 and a £5 million annual working capital facility which expires in August 2014. |
Note_8_Short_And_LongTerm_Debt4
Note 8. Short And Long-Term Debt Senior Secured Credit Facility (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 60 Months Ended | 84 Months Ended | ||||||||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 05, 2018 | Dec. 31, 2013 | Mar. 05, 2013 | Mar. 05, 2020 | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | Mar. 05, 2013 | ||
Quarters | Scenario, Actual [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Synthetic Letter of Credit Facility [Member] | Synthetic Letter of Credit Facility [Member] | Synthetic Letter of Credit Facility [Member] | Synthetic Letter of Credit Facility [Member] | Synthetic Letter of Credit Facility - General Corporate Purposes [Member] | Term loan facility | Term loan facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | ||||
months | Required Covenant Ratio to Receive Additional Credit Facilities [Member] | Required Covenant Ratio [Member] | October 2013 [Member] | October 2016 [Member] | LIBOR [Member] | ABR [Member] | LIBOR [Member] | ABR [Member] | Revolving credit facility | Revolving credit facility | Revolving credit facility | Term loan facility | Term loan facility | Term loan facility | Term loan facility | Old Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt Instrument, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | '7 years | ' | ' | ' | ' | ||
Debt Instrument, percent of par | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99.00% | ' | ' | ||
Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,887 | [1] | $1,920 | $1,822 | $1,822 | |
Line of credit facility borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 475 | [2],[3] | 475 | ' | ' | ' | ' | ' | |
Letter of credit borrowing capacity | ' | 250 | ' | ' | ' | ' | 155 | ' | 36 | 119 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Description of variable interest rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | 'ABR | ' | 'LIBOR | 'ABR | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt Instrument, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | 2.50% | ' | 2.75% | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt Instrument, basis spread on variable rate, floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Outstanding letter of credit | ' | ' | ' | ' | ' | ' | 53 | 70 | ' | ' | 59 | ' | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Additional Credit Facilities | ' | $500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Senior secured leverage ratio | ' | ' | 2.95 | 3.5 | 4.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Ratio of Indebtedness to Net Capital Denominator | ' | ' | 1 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Annual percentage of original principal amount for quarterly amortization payments | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ||
Borrowings under the revolving credit facility as a percentage of total commitments | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt Instrument, EBITDA term related to indebtedness ratio | ' | ' | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Event of Default, Right to Cure Leverage Ratio, Number of Quarters | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of Consecutive Quarters | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | Consists of a $1,905 million term loan, less a discount of $18 million. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 3.50% (with a LIBOR floor of 1.00%) or (b) JPMorgan Chase Bank, N.A.bs prime rate ("ABR") plus 2.50% (with an ABR floor of 2.00%). | |||||||||||||||||||||||||
[2] | The available capacity under this facility was reduced by $25 million of outstanding letters of credit. On February 21, 2014, the Company had $95 million outstanding on the extended revolving credit facility and $25 million outstanding letters of credit on such facility, leaving $355 million of available capacity. | |||||||||||||||||||||||||
[3] | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75% in each case subject to reductions based on the attainment of certain leverage ratios. |
Note_8_Short_And_LongTerm_Debt5
Note 8. Short And Long-Term Debt First Lien Notes (Details) (Secured Debt [Member], 7.625% First Lien Notes, USD $) | Dec. 31, 2013 | Feb. 02, 2012 |
In Millions, unless otherwise specified | ||
Secured Debt [Member] | 7.625% First Lien Notes | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, face amount | $593 | $593 |
Interest Rate | 7.63% | 7.63% |
Note_8_Short_And_LongTerm_Debt6
Note 8. Short And Long-Term Debt First and a Half Lien Notes (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 03, 2011 | Dec. 31, 2013 | Feb. 02, 2012 |
Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | ||||
7.875% First and a Half Lien Notes | 7.875% First and a Half Lien Notes | 9.00% First and a Half Lien Notes | 9.00% First and a Half Lien Notes | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Interest Rate | ' | ' | ' | 7.88% | 7.88% | 9.00% | 9.00% |
Repurchase of First and a Half Lien Notes | $100 | $0 | $0 | ' | ' | ' | ' |
Payment for Repurchase of Debt including Accrued Interest and Premium | ' | ' | ' | ' | ' | 120 | ' |
Accrued Interest Paid on Debt Repurchase | ' | ' | ' | ' | ' | 2 | ' |
Redemption Price Paid on Debt Repurchase | ' | ' | ' | ' | ' | $18 | ' |
Note_8_Short_And_LongTerm_Debt7
Note 8. Short And Long-Term Debt Unsecured Notes (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 4 Months Ended | 1 Months Ended | 1 Months Ended | ||||||
In Millions, unless otherwise specified | Apr. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2013 | 29-May-13 | Aug. 31, 2013 | Apr. 26, 2013 | Apr. 30, 2013 | Apr. 16, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Apr. 26, 2013 |
Senior Subordinated Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | |||||
11.50% Senior Notes | 11.50% Senior Notes | 11.50% Senior Notes | 12.00% Senior Notes | 12.00% Senior Notes | 3.375% Senior Notes | 3.375% Senior Notes | 3.375% Senior Notes | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption of Senior Notes and Senior Subordinated Notes | ' | $821 | $105 | $0 | $201 | ' | $492 | ' | $130 | ' | ' | ' | ' |
Remaining Proceeds from IPO used to Redeem Debt | 218 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate | ' | ' | ' | ' | ' | ' | ' | 11.50% | ' | 12.00% | ' | 3.38% | 3.38% |
Proceeds from issuance of 3.375% Senior Notes | ' | 500 | 0 | 0 | ' | ' | ' | ' | ' | ' | 494 | ' | ' |
Debt Redemption Premium | ' | ' | ' | ' | ' | 106.00% | ' | ' | 106.00% | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500 | $500 |
Note_8_Short_And_LongTerm_Debt8
Note 8. Short And Long-Term Debt Convertible Notes (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 05, 2011 | Dec. 31, 2012 |
Convertible Debt [Member] | Significant Noteholders [Member] | ||||
11.00% Interest Rate [Member] | |||||
Interest Rate | ' | ' | ' | 11.00% | ' |
Proceeds from issuance of common stock | $0 | $1,176 | $0 | ' | ' |
Original amount of Convertible Notes converted into common stock | ' | 2,110 | ' | ' | 1,901 |
Incremental common stock issued for Convertible Notes | 0 | 256 | 0 | ' | ' |
Cash fee paid to induce conversion of convertible debt | ' | $105 | ' | ' | ' |
Note_8_Short_And_LongTerm_Debt9
Note 8. Short And Long-Term Debt Securitization Obligations (Details) | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 26, 2013 | ||
Securitization obligations | Securitization obligations | Apple Ridge Funding LLC | Cartus Financing Limited | Cartus Financing Limited | Cartus Financing Limited | Senior Notes [Member] | Senior Notes [Member] | |||
USD ($) | USD ($) | Securitization obligations | Securitization obligations | Securitization obligations | Securitization obligations | 3.375% Senior Notes | 3.375% Senior Notes | |||
USD ($) | USD ($) | August 2015 [Member] | August 2014 [Member] | |||||||
GBP (£) | GBP (£) | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total capacity, securitization obligations | $252 | $261 | $325 | [1] | $66 | [1],[2] | £ 35 | £ 5 | ' | ' |
Interest Rate | ' | ' | ' | ' | ' | ' | 3.38% | 3.38% | ||
Relocation receivables and other related relocation assets that collateralize securitization obligations | 276 | 309 | ' | ' | ' | ' | ' | ' | ||
Interest expense on securitization obligations | $7 | $9 | ' | ' | ' | ' | ' | ' | ||
Weighted average interest rate on securitization obligations | 3.00% | 3.50% | ' | ' | ' | ' | ' | ' | ||
[1] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||||
[2] | Consists of a £35 million facility which expires in August 2015 and a £5 million annual working capital facility which expires in August 2014. |
Recovered_Sheet1
Note 8. Short And Long-Term Debt Loss on the Early Extinguishment of Debt and Write-Off of Deferred Financing Costs (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on the early extinguishment of debt | $22 | $43 | $3 | $18 | $6 | $68 | $24 | $36 |
Write off of Deferred Debt Issuance Cost | ' | ' | ' | ' | ' | $2 | ' | $7 |
Note_9_Employee_Benefit_Plans_2
Note 9. Employee Benefit Plans Changes in Benefit Obligations and Plan Assets Table (Details) (Pension Plans, Defined Benefit [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Pension Plans, Defined Benefit [Member] | ' | ' |
Change in benefit obligation | ' | ' |
Benefit obligation at beginning of year | $164 | $154 |
Interest cost | 5 | 6 |
Actuarial (gain) loss | -14 | 12 |
Net benefits paid | -8 | -8 |
Benefit obligation at end of year | 147 | 164 |
Change in plan assets | ' | ' |
Fair value of plan assets at beginning of year | 104 | 94 |
Actual return on plan assets | 11 | 11 |
Employer contribution | 6 | 7 |
Net benefits paid | -8 | -8 |
Fair value of plan assets at end of year | 113 | 104 |
Underfunded at end of year | $34 | $60 |
Note_9_Employee_Benefit_Plans_3
Note 9. Employee Benefit Plans Weighted Average Assumptions (Details) (Pension Plans, Defined Benefit [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation and Net Periodic Benefit Cost [Abstract] | ' | ' |
Discount rate for year-end obligation | 4.40% | 3.50% |
Discount rate for net periodic pension cost | 3.50% | 4.10% |
Expected long-term return on assets for year-end obligation | 7.00% | 7.25% |
Expected long-term return on assets for net periodic pension cost | 7.00% | 7.00% |
Compensation increase | 0.00% | 0.00% |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' |
Net periodic pension cost | ' | $5 |
Interest cost | 5 | 6 |
Actuarial loss | 2 | 6 |
Expected return on plan assets | -7 | -7 |
Estimated amortization of actuarial loss in following year | 1 | ' |
Maximum [Member] | ' | ' |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' |
Net periodic pension cost | $1 | ' |
Note_9_Employee_Benefit_Plans_4
Note 9. Employee Benefit Plans Estimated Future Funding (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Pension Plans, Defined Benefit [Member] | Pension Plans, Defined Benefit [Member] | Scenario, Forecast [Member] | ||||
Pension Plans, Defined Benefit [Member] | ||||||
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract] | ' | ' | ' | ' | ' | ' |
2014 | ' | ' | ' | $9 | ' | ' |
2015 | ' | ' | ' | 9 | ' | ' |
2016 | ' | ' | ' | 9 | ' | ' |
2017 | ' | ' | ' | 9 | ' | ' |
2018 | ' | ' | ' | 9 | ' | ' |
2019 through 2023 | ' | ' | ' | 49 | ' | ' |
Estimated minimum funding required during 2013 | ' | ' | ' | ' | ' | 8 |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | -21 | 2 | 21 | -20 | 2 | ' |
Amount recognized in net periodic pension cost (benefit) and OCI | ' | ' | ' | -20 | 8 | ' |
Amount in accumulated other comprehensive income not yet recognized as components of periodic pension cost | ' | ' | ' | $37 | $56 | ' |
Note_9_Employee_Benefit_Plans_5
Note 9. Employee Benefit Plans Fair Value of Plan Assets by Category (Details) (Pension Plans, Defined Benefit [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | $113 | $104 | $94 |
Quoted Price in Active Market for Identical Assets (Level I) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 3 | 3 | ' |
Significant Other Observable Inputs (Level II) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 110 | 101 | ' |
Significant Unobservable Inputs (Level III) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
Cash and cash equivalents | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 3 | 3 | ' |
Cash and cash equivalents | Quoted Price in Active Market for Identical Assets (Level I) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 3 | 3 | ' |
Cash and cash equivalents | Significant Other Observable Inputs (Level II) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
Cash and cash equivalents | Significant Unobservable Inputs (Level III) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
U.S. large-cap funds | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 33 | 26 | ' |
U.S. large-cap funds | Quoted Price in Active Market for Identical Assets (Level I) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
U.S. large-cap funds | Significant Other Observable Inputs (Level II) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 33 | 26 | ' |
U.S. large-cap funds | Significant Unobservable Inputs (Level III) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
U.S. small-cap funds | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 9 | 6 | ' |
U.S. small-cap funds | Quoted Price in Active Market for Identical Assets (Level I) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
U.S. small-cap funds | Significant Other Observable Inputs (Level II) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 9 | 6 | ' |
U.S. small-cap funds | Significant Unobservable Inputs (Level III) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
International funds | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 23 | 9 | ' |
International funds | Quoted Price in Active Market for Identical Assets (Level I) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
International funds | Significant Other Observable Inputs (Level II) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 23 | 9 | ' |
International funds | Significant Unobservable Inputs (Level III) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
Real estate fund | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 5 | 3 | ' |
Real estate fund | Quoted Price in Active Market for Identical Assets (Level I) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
Real estate fund | Significant Other Observable Inputs (Level II) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 5 | 3 | ' |
Real estate fund | Significant Unobservable Inputs (Level III) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
Bond funds | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 40 | 57 | ' |
Bond funds | Quoted Price in Active Market for Identical Assets (Level I) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | 0 | ' |
Bond funds | Significant Other Observable Inputs (Level II) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 40 | 57 | ' |
Bond funds | Significant Unobservable Inputs (Level III) | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | $0 | $0 | ' |
Note_9_Employee_Benefit_Plans_6
Note 9. Employee Benefit Plans Other Employee Benefit Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Post-retirement Health and Welfare Plans and Non-qualified Pension Plan [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Defined Benefit Plan, Benefit Obligation | $8 | $10 | ' |
Defined Contribution Savings Plan [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Benefit Expense | 10 | 5 | 5 |
Maximum [Member] | Post-retirement Health and Welfare Plans and Non-qualified Pension Plan [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Benefit Expense | $1 | $1 | ' |
Note_10_Income_Taxes_Pretax_In
Note 10. Income Taxes Pre-tax Income (Loss) for Domestic and Foreign Operations (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Domestic | $192 | ($513) | ($420) |
Foreign | 9 | 12 | 13 |
Pretax income (loss) | $201 | ($501) | ($407) |
Note_10_Income_Taxes_Income_Ta2
Note 10. Income Taxes Income Tax Provision (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' |
Federal | $4 | $0 | $1 |
State | 0 | -2 | 5 |
Foreign | 3 | 5 | 8 |
Current Income Tax Expense (Benefit) | 7 | 3 | 14 |
Deferred: | ' | ' | ' |
Federal | -241 | 26 | 28 |
State | -8 | 10 | -10 |
Deferred Income Tax Expense (Benefit) | -249 | 36 | 18 |
Income tax (benefit) expense | ($242) | $39 | $32 |
Note_10_Income_Taxes_Reconcili
Note 10. Income Taxes Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ' | ' | ' |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal tax benefits | 2.00% | -1.00% | 1.00% |
Foreign rate differential | 1.00% | -1.00% | -2.00% |
Permanent differences | -1.00% | 1.00% | 1.00% |
Transaction costs | 0.00% | -20.00% | 0.00% |
Net change in valuation allowance | -157.00% | -22.00% | -43.00% |
Effective income tax rate | -120.00% | -8.00% | -8.00% |
Note_10_Income_Taxes_Deferred_
Note 10. Income Taxes Deferred Income Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Millions, unless otherwise specified | ||||
Deferred income tax assets: | ' | ' | ||
Net operating loss carryforwards | $839 | $897 | ||
Tax credit carryforwards | 5 | 4 | ||
Accrued liabilities and deferred income | 125 | 101 | ||
Minimum pension obligation | 15 | 23 | ||
Provision for doubtful accounts | 26 | 25 | ||
Liability for unrecognized tax benefits | 8 | 11 | ||
Other | 3 | 15 | ||
Total deferred tax assets | 1,021 | 1,076 | ||
Less: valuation allowance | -16 | -357 | ||
Total deferred income tax assets after valuation allowance | 1,005 | 719 | ||
Deferred income tax liabilities: | ' | ' | ||
Depreciation and amortization | 1,118 | 1,092 | ||
Change in tax return accounting methods (1) | 29 | [1] | 0 | [1] |
Prepaid expenses | 2 | 16 | ||
Undistributed foreign earnings | 7 | 1 | ||
Total deferred tax liabilities | 1,156 | 1,109 | ||
Net deferred income tax liabilities | -151 | -390 | ||
Deferred Tax Assets, Net, Classification [Abstract] | ' | ' | ||
Deferred income taxes (current asset) | 186 | 54 | ||
Deferred income taxes (non-current liability) | 337 | 444 | ||
Net deferred income tax liabilities | -151 | -390 | ||
Operating Loss Carryforwards | 2,112 | ' | ||
Excess tax deductions not reflected in NOL deferred tax assets | 4 | ' | ||
Amount equity will be reduced by when NOL deferred tax assets are realized | $2 | ' | ||
[1] | During 2013, the Company filed applications with the Internal Revenue Service to change certain of its methods of accounting related to timing of income and deductions on its tax returns. The impact of these changes is reflected in the Change in tax return accounting methods line in the table above. |
Note_10_Income_Taxes_Valuation
Note 10. Income Taxes Valuation Allowance Reversal Discussion (Details) (USD $) | 12 Months Ended | 15 Months Ended | 36 Months Ended | 12 Months Ended | 24 Months Ended | 108 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2022 | |
Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | ||||||
Maximum [Member] | |||||||||
Decrease in the valuation allowance amount | ($341,000,000) | ' | ' | ' | ' | ' | ' | ' | ' |
Evaluation period for core earnings (years) | ' | ' | ' | ' | '3 years | ' | ' | ' | ' |
Debt Reduction | ' | ' | ' | 3,300,000,000 | ' | ' | ' | ' | ' |
Reduction in Prospective Annual Interest Expense | 420,000,000 | ' | ' | 420,000,000 | 420,000,000 | ' | ' | ' | ' |
Induced Conversion of Convertible Debt Expense | $0 | $361,000,000 | $0 | ' | ' | ' | ' | ' | ' |
Number of years to recognize federal NOLs | ' | ' | ' | ' | ' | ' | ' | ' | '9 years |
Year over Year Growth in Transaction Volume | 18.00% | 18.00% | ' | ' | ' | ' | ' | ' | ' |
Industry forecasts projection period | ' | ' | ' | ' | ' | ' | ' | '2 years | ' |
Year over Year Percentage Increase in Transaction Volume per NAR | ' | ' | ' | ' | ' | 9.00% | 5.00% | ' | ' |
Year over Year Percentage Increase in Median Existing Homesale Price per Fannie Mae | ' | ' | ' | ' | ' | 9.00% | 8.00% | ' | ' |
Evaluation period for significant changes in indebtedness and related interest expense | '12 months | ' | ' | ' | ' | ' | ' | ' | ' |
Note_10_Income_Taxes_Accountin
Note 10. Income Taxes Accounting for Uncertainty in Income Taxes (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 |
Scenario, Forecast [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ' | ' | ' | ' |
Unrecognized Tax Benefits | $113 | $111 | $42 | ' |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 102 | ' | ' | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 2 | ' | ' | ' |
Unrecognized Tax Benefits, Statute of Limitations, Scheduled Expiration as of Reporting Date | ' | ' | ' | '12 months |
Unrecognized Tax Benefits, Interest on Income Taxes Expense | -2 | -1 | 5 | ' |
Unrecognized Tax Benefits, Income Tax Penalties Expense | ' | ' | 1 | ' |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ' | ' | ' | ' |
Unrecognized Tax Benefits, Beginning of Period | 111 | 42 | 34 | ' |
Gross increasesbtax positions in prior periods | 7 | 1 | 8 | ' |
Gross decreasesbtax positions in prior periods | ' | -1 | ' | ' |
Gross increasesbtax positions in current period | 3 | 76 | 5 | ' |
Settlements | -3 | -1 | ' | ' |
Reduction due to lapse of statute of limitations | -5 | -6 | -5 | ' |
Unrecognized Tax Benefits, End of Period | $113 | $111 | $42 | ' |
Note_10_Income_Taxes_Tax_Shari
Note 10. Income Taxes Tax Sharing Agreement (Details) (Cendant Corporate Litigation [Member]) | Dec. 31, 2013 |
Cendant Corporate Litigation [Member] | ' |
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% |
Note_11_Restructuring_Costs_Re1
Note 11. Restructuring Costs Restructuring Costs (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | $4 | $5 | $2 | $2 | $3 | $4 | $12 | $11 |
2013 Corporate Headquarters Relocation [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring reserve utilized | ' | ' | ' | ' | ' | 4 | ' | ' |
2013 Corporate Headquarters Relocation [Member] | Corporate [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | 4 | ' | ' |
2012 Restructuring Program [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | 12 | ' |
Restructuring accruals | ' | ' | ' | ' | ' | 3 | ' | ' |
Restructuring reserve utilized | ' | ' | ' | ' | ' | 2 | ' | ' |
2011 Restructuring Program [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | ' | 11 |
Restructuring accruals | ' | 1 | ' | ' | ' | ' | 1 | ' |
Prior Restructuring Programs 2006 through 2009 [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring accruals | ' | 10 | ' | ' | ' | 5 | 10 | ' |
Restructuring reserve utilized | ' | ' | ' | ' | ' | 5 | ' | ' |
Facility Related [Member] | 2012 Restructuring Program [Member] | Company Owned: | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | 3 | ' |
Facility Related [Member] | 2012 Restructuring Program [Member] | Relocation Services | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | 3 | ' |
Facility Related [Member] | 2012 Restructuring Program [Member] | Title and Settlement Services | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | ' | 2 |
Facility Related [Member] | 2011 Restructuring Program [Member] | Company Owned: | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | ' | 5 |
Facility Related [Member] | 2011 Restructuring Program [Member] | Relocation Services | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | ' | 1 |
Personnel Related [Member] | 2012 Restructuring Program [Member] | Company Owned: | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | 3 | ' |
Personnel Related [Member] | 2011 Restructuring Program [Member] | Company Owned: | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | ' | 4 |
Asset Impairments [Member] | 2012 Restructuring Program [Member] | Company Owned: | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring costs | ' | ' | ' | ' | ' | ' | $1 | ' |
Note_12_StockBased_Compensatio2
Note 12. Stock-Based Compensation Introduction Narrative (Details) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Realogy Holdings 2007 Stock Incentive Plan [Member] | ' |
Shares authorized for issuance under the plan (in shares) | 2.8 |
Shares available for future grant under the plan (in shares) | 0.1 |
Realogy 2012 Long-Term Incentive Plan [Member] | ' |
Shares authorized for issuance under the plan (in shares) | 6.8 |
Shares available for future grant under the plan (in shares) | 3.9 |
Time-vesting Options | ' |
Stock options vesting period | '4 years |
Stock options contractual term | '10 years |
Restricted Stock | ' |
Stock options vesting period | '3 years |
Phantom Plan Options | ' |
Stock options vesting period | '3 years |
Period of time required following IPO until vested options become exercisable | '1 year |
Note_12_StockBased_Compensatio3
Note 12. Stock-Based Compensation Summary of Option and Restricted Share Activity (Details) (USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | $5.40 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 4.1 |
Proceeds from Stock Options Exercised | 4.7 |
Intrinsic value of outstanding options | $77 |
Weighted average remaining contractual life of outstanding options | '8 years 3 months 21 days |
Time-vesting Options | ' |
Options | ' |
Outstanding at January 1, 2013 | 3.27 |
Granted | 0.24 |
Exercised (a) (b) | -0.21 |
Cancelled/Expired | -0.08 |
Outstanding at December 31, 2013 (c) | 3.22 |
Weighted Average Exercise Price | ' |
Outstanding at January 1, 2013 | $26.32 |
Granted | $44.51 |
Exercised (a) (b) | ($21.90) |
Cancelled/Expired | ($23.64) |
Outstanding at December 31, 2013 (c) | $28.04 |
Restricted Stock | ' |
Restricted Stock & RSU- Number of Shares [Roll Forward] | ' |
Outstanding at January 1, 2013 | 0.29 |
Granted | 0.14 |
Vested | -0.09 |
Cancelled/Expired | -0.03 |
Outstanding at December 31, 2013 (c) | 0.31 |
Restricted Stock & RSU - Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Outstanding at January 1, 2013 | $27.09 |
Granted | $45.37 |
Vested | ($27.14) |
Cancelled/Expired | ($27) |
Outstanding at December 31, 2013 (c) | $35.21 |
Restricted Stock Units (RSUs) [Member] | ' |
Restricted Stock & RSU- Number of Shares [Roll Forward] | ' |
Outstanding at January 1, 2013 | 0 |
Granted | 0.49 |
Vested | -0.01 |
Cancelled/Expired | -0.01 |
Outstanding at December 31, 2013 (c) | 0.47 |
Restricted Stock & RSU - Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Outstanding at January 1, 2013 | $0 |
Granted | $43.55 |
Vested | ($27) |
Cancelled/Expired | ($44.52) |
Outstanding at December 31, 2013 (c) | $43.73 |
Note_12_StockBased_Compensatio4
Note 12. Stock-Based Compensation Summary of Exercisable Stock Options (Details) (Time-vesting Options, USD $) | 12 Months Ended |
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
$15.00-$50.00 | ' |
Exercisable Stock Options, Additional Disclosures | ' |
Options Vested | 0.78 |
Weighted Average Exercise Price | $22.97 |
Weighted Average Remaining Contractual Term | '7 years 10 months 1 day |
Aggregate Intrinsic Value | $20,700,000 |
$50.00 and above | ' |
Exercisable Stock Options, Additional Disclosures | ' |
Options Vested | 0.07 |
Weighted Average Exercise Price | $141.93 |
Weighted Average Remaining Contractual Term | '6 years 9 months 0 days |
Aggregate Intrinsic Value | $0 |
Note_12_StockBased_Compensatio5
Note 12. Stock-Based Compensation Summary of Stock Options Valuation Assumptions (Details) (Time-vesting Options, USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Time-vesting Options | ' | ' | ' |
Fair Value Assumptions | ' | ' | ' |
Weighted average grant date fair value | $19.78 | $11.18 | $11.11 |
Expected volatility | 43.60% | 45.20% | 57.50% |
Expected term (years) | '6 years 3 months | '6 years 2 months 5 days | '5 years 2 months 9 days |
Risk-free interest rate | 1.70% | 1.00% | 1.70% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Note_12_StockBased_Compensatio6
Note 12. Stock-Based Compensation Stock-Based Compensation Expense (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $46 | ' | ' |
Unrecognized compensation cost remaining weighted average period | '2 years 5 months 11 days | ' | ' |
Stock Options, Restricted Stock, RSUs [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation expense | $19 | $5 | $7 |
Note_12_StockBased_Compensatio7
Note 12. Stock-Based Compensation Phantom Value Plan and Bonus Plan (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2013 | Apr. 16, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 05, 2011 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 05, 2011 | Apr. 30, 2007 | Jul. 16, 2013 | Apr. 16, 2013 | Jul. 16, 2013 | Apr. 16, 2013 | Dec. 31, 2013 |
Rate | RCIV [Member] | Restricted Stock | Phantom Value Plan [Member] | Phantom Value Plan [Member] | Phantom Value Plan [Member] | Phantom Value Plan [Member] | Phantom Value Plan [Member] | Phantom Value Plan [Member] | Realogy Holdings 2007 Stock Incentive Plan [Member] | Realogy Holdings 2007 Stock Incentive Plan [Member] | RCIV [Member] | RCIV [Member] | Apollo [Member] | Apollo [Member] | Minimum [Member] | ||||
Common Stock | Common Stock | Common Stock | Restricted Stock | Phantom Plan Options | Phantom Plan Options | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate amount of initial grants of incentive awards granted to executives under the Phantom Value Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22,000,000 | ' | ' | ' | ' | ' | ' |
Dollar per share of common stock purchased by executives under the Phantom Value Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250 | ' | ' | ' | ' | ' |
Aggregate purchase price of common stock purchased by executives under the Phantom Value Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | ' | ' | ' | ' | ' |
Implied dollar per share grant date fair value of restricted stock purchased by executives under the Phantom Value Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250 | ' | ' | ' | ' | ' |
Aggregate implied grant date fair value of restricted shares purchased by executives under the Phantom Value Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Issuance of common stock for Convertible Notes conversion (in shares) | ' | ' | ' | ' | 57.46 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original amount of Convertible Notes converted into common stock | ' | 2,110,000,000 | ' | ' | 1,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of additional awards received if executive elects to receive shares in lieu of cash under the Phantom Value Plan | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares Sold by Apollo in April 2013 Secondary Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.25 | ' |
April 2013 Secondary Offering Price Per Share | ' | ' | ' | $44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares Sold by RCIV in April 2013 Secondary Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.38 | ' | ' | ' |
RCIV Proceeds from Secondary Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,050,000,000 | 1,560,000,000 | ' | ' | ' |
Number of Shares Sold by Apollo in July 2013 Secondary Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.13 | ' | ' |
July 2013 Secondary Offering Price per Share | ' | ' | $47.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares Sold by RCIV in July 2013 Secondary Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.08 | ' | ' | ' | ' |
Aggregate cash payment under the Phantom Value Plan as a ratio of initial incentive award amounts | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares under the Phantom Value Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.94 | ' | ' | ' | ' | ' | ' | ' | ' |
Granted | ' | ' | ' | ' | ' | 0.14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | ' | $47,000,000 | ' | $1,000,000 | $2,000,000 | $42,000,000 | $5,000,000 | ' | ' | ' | ' | ' | ' | ' |
Number of years after the initial Apollo equity investment that executives realized a return on their investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years |
Note_13_Separation_Adjustments2
Note 13. Separation Adjustments, Transactions with Former Parent and Subsidiaries and Related Parties Transfer of Cendant Corporate Liabilities and Issuance of Guarantees to Cendant and Affiliates (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Related Party Transaction [Line Items] | ' | ' |
Due to former parent | $63 | $69 |
Cendant Corporate Litigation [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | ' |
Note_13_Separation_Adjustments3
Note 13. Separation Adjustments, Transactions with Former Parent and Subsidiaries and Related Parties Transactions with PHH Corporation (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2005 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
PHH and PHH Home Loans [Member] | PHH Home Loans [Member] | PHH Home Loans [Member] | PHH Home Loans [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Business Disposition, Spin-off, Distribution of Parent's Ownership Interest to Stockholders, Percentage | ' | ' | ' | 100.00% | ' | ' | ' |
Joint venture investment, ownership percentage | ' | ' | ' | ' | 49.90% | ' | ' |
Revenue from Related Parties | ' | ' | ' | ' | $5 | $6 | $6 |
Income (Loss) from Equity Method Investments | 26 | 62 | 26 | ' | 24 | 60 | 24 |
Proceeds from Equity Method Investment, Dividends or Distributions | ' | ' | ' | ' | 40 | 41 | 20 |
Balance sheet data: | ' | ' | ' | ' | ' | ' | ' |
Total assets | ' | ' | ' | ' | 418 | 818 | ' |
Total liabilities | ' | ' | ' | ' | 322 | 689 | ' |
Total membersb equity | ' | ' | ' | ' | 96 | 129 | ' |
Income Statement [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | ' | ' | ' | 282 | 377 | 248 |
Total expenses | ' | ' | ' | ' | 235 | 256 | 199 |
Net income | ' | ' | ' | ' | $47 | $121 | $49 |
Note_14_Commitments_And_Contin2
Note 14. Commitments And Contingencies Litigation and Tax Matters (Details) (USD $) | Dec. 31, 2013 |
Loss Contingencies [Line Items] | ' |
Loss contingency, range of possible loss, minimum | $0 |
Loss contingency, range of possible loss, maximum | $10,000,000 |
Cendant Corporate Litigation [Member] | ' |
Loss Contingencies [Line Items] | ' |
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% |
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% |
Note_14_Commitments_And_Contin3
Note 14. Commitments And Contingencies Contingent Liability Letter of Credit (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Minimum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Contingent liabilities of former parent, aggregate value | $30 | ' |
Synthetic Letter of Credit Facility [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Outstanding letter of credit | $53 | $70 |
Note_14_Commitments_And_Contin4
Note 14. Commitments And Contingencies Escrow and Trust Deposits (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Loss Contingencies [Line Items] | ' | ' |
Escrow and trust deposits | $271,000,000 | $330,000,000 |
Maximum [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Cash, FDIC insured amount | $250,000 | ' |
Note_14_Commitments_And_Contin5
Note 14. Commitments And Contingencies Future Minimum Lease Payments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' |
2014 | $133 | ' |
2015 | 105 | ' |
2016 | 67 | ' |
2017 | 48 | ' |
2018 | 29 | ' |
Thereafter | 126 | ' |
Total future minimum operating lease payments due | 508 | ' |
Capital lease obligations | 19 | 12 |
Imputed interest | $2 | $1 |
Note_14_Commitments_And_Contin6
Note 14. Commitments And Contingencies Rent Expense (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating Leases, Rent Expense, Net [Abstract] | ' | ' | ' |
Gross rent expense | $165 | $164 | $173 |
Note_14_Commitments_And_Contin7
Note 14. Commitments And Contingencies Purchase Commitments and Minimum Licensing Fees (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Long-term Purchase Commitment [Line Items] | ' |
Purchase commitments | $73 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | ' |
2014 | 48 |
2015 | 25 |
2016 | 14 |
2017 | 9 |
2018 | 8 |
Thereafter | 247 |
Total purchase obligations | 351 |
Sothebybs International RealtyB. | ' |
Long-term Purchase Commitment [Line Items] | ' |
Licensing fees | 2 |
Meredith Corporation [Member] | Minimum [Member] | ' |
Long-term Purchase Commitment [Line Items] | ' |
Licensing fees | 0.5 |
Meredith Corporation [Member] | Maximum [Member] | ' |
Long-term Purchase Commitment [Line Items] | ' |
Licensing fees | $4 |
Note_14_Commitments_And_Contin8
Note 14. Commitments And Contingencies Other Guarantees, Insurance and Self-Insurance (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Loss Contingencies [Line Items] | ' | ' |
Insurance liabilities | $31,000,000 | $38,000,000 |
Self insurance accruals | 19,000,000 | 18,000,000 |
Maximum [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Guarantees, gross | 4,000,000 | ' |
Fidelity Insurance [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Insurance liabilities | 30,000,000 | ' |
Insurance deductible | 750,000 | ' |
Company Owned: | Errors and Omissions Insurance [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Insurance liabilities | 15,000,000 | ' |
Insurance deductible | 1,000,000 | ' |
Company Owned: | Errors and Omissions Insurance including additional Realogy Group Coverage | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Insurance liabilities | 50,000,000 | ' |
Insurance deductible | 1,000,000 | ' |
Realogy Group | Errors and Omissions Insurance [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Insurance liabilities | 35,000,000 | ' |
Insurance deductible | 2,500,000 | ' |
Title and Settlement Services | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Insurance risk, title agent for an underwriter, per policy | 5,000 | ' |
Number of insurance policies | 1 | ' |
Title and Settlement Services | Maximum [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Underwriter of title insurance policies, value, per policy | 1,500,000 | ' |
Title and Settlement Services | Minimum [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Underwriter of title insurance policy, reinsurance policy obtained from national underwriter, value per policy | $1,500,000 | ' |
Note_15_Equity_Deficit_Accumul
Note 15. Equity (Deficit) Accumulated Other Comprehensive Loss (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | ($31) | ' | ' | |||
Income tax (expense) benefit | 9 | 0 | -2 | |||
Current period change | 12 | 1 | -2 | |||
Accumulated Other Comprehensive Income (Loss), End of Period Balance | -19 | -31 | ' | |||
Less: amortization of actuarial loss to periodic pension cost | -2 | -6 | -3 | |||
Other Comprehensive Income Dedesignation of Interest Rate Hedges | 0 | 0 | -17 | |||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | 0 | 0 | -1 | |||
Currency Translation Adjustments (1) | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | 2 | [1] | 0 | [1] | 0 | [1] |
Other comprehensive income (loss) before reclassifications | 0 | [1] | 3 | [1] | -1 | [1] |
Amounts reclassified from accumulated other comprehensive income | 0 | [1] | 0 | [1] | 0 | [1] |
Income tax (expense) benefit | 0 | [1] | -1 | [1] | 1 | [1] |
Current period change | 0 | [1] | 2 | [1] | 0 | [1] |
Accumulated Other Comprehensive Income (Loss), End of Period Balance | 2 | [1] | 2 | [1] | 0 | [1] |
Minimum Pension Liability Adjustment | Minimum [Member] | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | -33 | -32 | -20 | |||
Other comprehensive income (loss) before reclassifications | 19 | -8 | -24 | |||
Amounts reclassified from accumulated other comprehensive income | 2 | [2] | 6 | [2] | 3 | [2] |
Income tax (expense) benefit | -9 | 1 | 9 | |||
Current period change | 12 | -1 | -12 | |||
Accumulated Other Comprehensive Income (Loss), End of Period Balance | -21 | -33 | -32 | |||
Unrealized Loss on Cash Flow Hedges | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | 0 | 0 | -10 | |||
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | |||
Amounts reclassified from accumulated other comprehensive income | 0 | [3] | 0 | [3] | 18 | [3] |
Income tax (expense) benefit | 0 | 0 | -8 | |||
Current period change | 0 | 0 | 10 | |||
Accumulated Other Comprehensive Income (Loss), End of Period Balance | 0 | 0 | 0 | |||
Accumulated Other Comprehensive Loss (2) | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | |||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | -31 | [4] | -32 | [4] | -30 | [4] |
Other comprehensive income (loss) before reclassifications | 19 | [4] | -5 | [4] | -25 | [4] |
Amounts reclassified from accumulated other comprehensive income | 2 | [4] | 6 | [4] | 21 | [4] |
Income tax (expense) benefit | -9 | [4] | 0 | [4] | 2 | [4] |
Current period change | 12 | [4] | 1 | [4] | -2 | [4] |
Accumulated Other Comprehensive Income (Loss), End of Period Balance | ($19) | [4] | ($31) | [4] | ($32) | [4] |
[1] | Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statement of Operations. | |||||
[2] | These reclassifications include the amortization of actuarial loss to periodic pension cost of $2 million, $6 million and $3 million for the years ended DecemberB 31, 2013, 2012 and 2011, respectively. These amounts were reclassified from accumulated other comprehensive income to the general and administrative expenses line on the statement of operations. | |||||
[3] | This reclassification includes $17 million and $1 million reclassified from accumulated other comprehensive income to interest expense related to the fair value of interest rate swaps and interest rate hedge losses, respectively, as a result of the de-designation of cash flow hedging instruments. | |||||
[4] | As of DecemberB 31, 2013, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. |
Note_15_Equity_Deficit_Stateme
Note 15. Equity (Deficit) Statement of Equity (Deficit) (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Accumulated Deficit | Accumulated Deficit | Accumulated Deficit | Accumulated Deficit | Accumulated Deficit | Accumulated Deficit | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | Non- controlling Interests | Non- controlling Interests | Non- controlling Interests | Non- controlling Interests | Non- controlling Interests | Non- controlling Interests | |||||||
Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | Realogy Group [Member] | ||||||||||||||||||||||||||
Statement of Equity Table [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Balance | $1,519 | ($1,499) | ($1,063) | $1,519 | ($1,499) | ($1,063) | $1 | $1 | $0 | $0 | $0 | $0 | $0 | $0 | $2,033 | $2,026 | $5,635 | $5,592 | $2,033 | $2,026 | ($4,045) | ($3,502) | ($3,061) | ($4,045) | ($3,502) | ($3,061) | ($31) | ($32) | ($30) | ($31) | ($32) | ($30) | $3 | $2 | $2 | $3 | $2 | $2 | |||
Net income (loss) | 443 | -540 | -439 | 443 | -540 | -439 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 438 | -543 | -441 | 438 | -543 | -441 | ' | ' | ' | ' | ' | ' | 5 | 3 | 2 | 5 | 3 | 2 | |||
Other comprehensive income | 12 | 1 | -2 | 12 | 1 | -2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | [1] | 1 | [1] | -2 | [1] | 12 | 1 | -2 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | ' | 17 | 7 | 39 | 17 | 7 | ' | ' | ' | ' | ' | ' | ' | ' | 17 | 7 | ' | 39 | 17 | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Contributions from Realogy Holdings | ' | ' | ' | 5 | 3,542 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | 3,542 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Dividends | -5 | -2 | -2 | -5 | -2 | -2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5 | -2 | -2 | -5 | -2 | -2 | |||
Balance | $2,013 | $1,519 | ($1,499) | $2,013 | $1,519 | ($1,499) | $1 | $1 | $0 | $0 | $0 | $0 | $0 | $0 | $5,591 | $2,033 | $5,635 | $5,636 | $5,592 | $2,033 | ($3,607) | ($4,045) | ($3,502) | ($3,607) | ($4,045) | ($3,502) | ($19) | ($31) | ($32) | ($19) | ($31) | ($32) | $3 | $3 | $2 | $3 | $3 | $2 | |||
[1] | As of DecemberB 31, 2013, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | ' | ' | ' | ' | ' | ' | ' | 2.8 | ' | ' | ||||||||
Net income (loss) attributable to Realogy Holdings shareholders | $320 | $109 | $84 | ($75) | ($292) | ($34) | ($25) | ($192) | $438 | ($543) | ($441) | ||||||||
Basic: | ' | ' | ' | ' | ' | ' | ' | ' | 145.4 | 37.7 | 8 | ||||||||
Stock options, restricted stock and restricted stock units (a) (b) | ' | ' | ' | ' | ' | ' | ' | ' | 1.2 | 0 | 0 | ||||||||
Diluted: | ' | ' | ' | ' | ' | ' | ' | ' | 146.6 | 37.7 | 8 | ||||||||
Basic earnings (loss) per share: | $2.20 | [1] | $0.75 | [1] | $0.58 | [1] | ($0.52) | [1] | ($2.32) | [2] | ($4.24) | [2] | ($3.12) | [2] | ($23.95) | [2] | $3.01 | ($14.41) | ($55.01) |
Diluted earnings (loss) per share: | $2.18 | [1] | $0.74 | [1] | $0.57 | [1] | ($0.52) | [1] | ($2.32) | [2] | ($4.24) | [2] | ($3.12) | [2] | ($23.95) | [2] | $2.99 | ($14.41) | ($55.01) |
[1] | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quartersb basic or diluted EPS may not equal the full year basic or diluted EPS (See Note 16 "Earnings (Loss) Per Share" for further information). | ||||||||||||||||||
[2] | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quartersb basic or diluted EPS may not equal the full year basic or diluted EPS. |
Interest_Rate_Credit_and_Marke
Interest Rate, Credit, and Market Risk Exposures (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Company Owned: | California [Member] | ' | ' | ' | |
Concentration risk, geographic area, revenue | 28.00% | 29.00% | 28.00% | |
Company Owned: | Florida [Member] | ' | ' | ' | |
Concentration risk, geographic area, revenue | 10.00% | 10.00% | 11.00% | |
Company Owned: | New York [Member] | ' | ' | ' | |
Concentration risk, geographic area, revenue | 24.00% | 24.00% | 25.00% | |
Term loan facility | LIBOR [Member] | ' | ' | ' | |
Description of variable interest rate basis | 'LIBOR | ' | ' | |
Debt Instrument, basis spread on variable rate, floor | 1.00% | ' | ' | |
Secured Debt [Member] | Term loan facility | ' | ' | ' | |
Debt instrument, face amount | 1,905 | [1] | ' | ' |
Interest rate swap contracts | ' | ' | ' | |
Number of interest rate derivatives held | 5 | ' | ' | |
Interest rate swap contracts | Not Designated as Hedging Instruments | Other non-current liabilities | ' | ' | ' | |
Interest rate derivative liabilities, at fair value | 18 | 29 | ' | |
Minimum [Member] | ' | ' | ' | |
Derivative, Fixed Interest Rate | 2.24% | ' | ' | |
Maximum [Member] | ' | ' | ' | |
Derivative, Fixed Interest Rate | 2.89% | ' | ' | |
Swap [Member] | ' | ' | ' | |
Notional value of derivative instrument | 1,025 | ' | ' | |
Securitization obligations | ' | ' | ' | |
Total capacity, securitization obligations | 252 | 261 | ' | |
[1] | Consists of a $1,905 million term loan, less a discount of $18 million. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 3.50% (with a LIBOR floor of 1.00%) or (b) JPMorgan Chase Bank, N.A.bs prime rate ("ABR") plus 2.50% (with an ABR floor of 2.00%). |
Derivative_Instruments_Details
Derivative Instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | Swap One [Member] | Swap Two [Member] | Swap Three [Member] | Swap Four [Member] | Swap Five [Member] | Foreign exchange contracts | Foreign exchange contracts | Interest rate swap contracts | Interest rate swap contracts | Maximum [Member] | Maximum [Member] | Interest expense | Interest expense | Interest expense | Not Designated as Hedging Instruments | Not Designated as Hedging Instruments | Not Designated as Hedging Instruments | Not Designated as Hedging Instruments | Not Designated as Hedging Instruments | Not Designated as Hedging Instruments | Other non-current liabilities | Other non-current liabilities |
Interest_Rate_Swaps | Interest_Rate_Swaps | Foreign exchange contracts | Foreign exchange contracts | Interest rate swap contracts | Interest rate swap contracts | Interest rate swap contracts | Interest expense | Interest expense | Interest expense | Operating expense | Operating expense | Operating expense | Not Designated as Hedging Instruments | Not Designated as Hedging Instruments | ||||||||
Interest rate swap contracts | Interest rate swap contracts | Interest rate swap contracts | Foreign exchange contracts | Foreign exchange contracts | Foreign exchange contracts | Interest rate swap contracts | Interest rate swap contracts | |||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Fair Value, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional value of derivative instrument | 225 | 200 | 200 | 200 | 200 | 28 | 28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of interest rate derivatives held | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Interest Rate Swaps Entered Into | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate derivative liabilities, at fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18 | 29 |
(Gain) or Loss Reclassified from AOCI into Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 17 | ' | ' | ' | ' | ' | ' | ' | ' |
(Gain) or Loss Recognized on Derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($4) | $16 | $7 | $0 | $1 | $0 | ' | ' |
Financial_Instruments_Details
Financial Instruments (Details) (Fair Value Measurements Recurring Member, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Level I | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets (included in other non-current assets) | $2 | $1 |
Level II | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Level III | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Total | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation plan assets (included in other non-current assets) | 2 | 1 |
Interest rate swap contracts | Level I | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swaps (included in other current and non-current liabilities) | 0 | 0 |
Interest rate swap contracts | Level II | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swaps (included in other current and non-current liabilities) | 18 | 29 |
Interest rate swap contracts | Level III | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swaps (included in other current and non-current liabilities) | 0 | 0 |
Interest rate swap contracts | Total | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swaps (included in other current and non-current liabilities) | $18 | $29 |
Fair_Value_Indebtedness_Table_
Fair Value Indebtedness Table (Details) (USD $) | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | |
In Millions, unless otherwise specified | ||||
Secured Debt [Member] | Term loan facility | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | $1,887 | [1] | $1,920 | $1,822 |
Long-term Debt, Fair Value | 1,906 | ' | 1,831 | |
Secured Debt [Member] | 7.625% First Lien Notes | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | 593 | ' | 593 | |
Long-term Debt, Fair Value | 664 | ' | 673 | |
Secured Debt [Member] | 7.875% First and a Half Lien Notes | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | 700 | ' | 700 | |
Long-term Debt, Fair Value | 765 | ' | 763 | |
Secured Debt [Member] | 9.00% First and a Half Lien Notes | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | 225 | ' | 325 | |
Long-term Debt, Fair Value | 260 | ' | 366 | |
Senior Notes [Member] | 3.375% Senior Notes | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | 500 | ' | 0 | |
Long-term Debt, Fair Value | 504 | ' | 0 | |
Senior Notes [Member] | 11.50% Senior Notes | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | 0 | ' | 489 | |
Long-term Debt, Fair Value | 0 | ' | 527 | |
Senior Notes [Member] | 12.00% Senior Notes | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | 0 | ' | 129 | |
Long-term Debt, Fair Value | 0 | ' | 140 | |
Senior Subordinated Notes [Member] | 12.375% Senior Subordinated Notes | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | 0 | ' | 188 | |
Long-term Debt, Fair Value | 0 | ' | 192 | |
Senior Subordinated Notes [Member] | 13.375% Senior Subordinated Notes | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Long-term Debt | 0 | ' | 10 | |
Long-term Debt, Fair Value | 0 | ' | 11 | |
Line of Credit [Member] | Revolving credit facility | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Line of credit facility outstanding amount | 0 | [2],[3] | ' | 110 |
Lines of Credit, Fair Value Disclosure | 0 | ' | 110 | |
Securitization obligations | ' | ' | ' | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | |
Total capacity, securitization obligations | 252 | ' | 261 | |
Short-term Debt, Fair Value | $252 | ' | $261 | |
[1] | Consists of a $1,905 million term loan, less a discount of $18 million. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 3.50% (with a LIBOR floor of 1.00%) or (b) JPMorgan Chase Bank, N.A.bs prime rate ("ABR") plus 2.50% (with an ABR floor of 2.00%). | |||
[2] | The available capacity under this facility was reduced by $25 million of outstanding letters of credit. On February 21, 2014, the Company had $95 million outstanding on the extended revolving credit facility and $25 million outstanding letters of credit on such facility, leaving $355 million of available capacity. | |||
[3] | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75% in each case subject to reductions based on the attainment of certain leverage ratios. |
Reconciliation_of_Revenue_from
Reconciliation of Revenue from Segments to Consolidated (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | $1,246 | $1,553 | $1,533 | $957 | $1,207 | $1,281 | $1,309 | $875 | $5,289 | [1],[2] | $4,672 | [1],[2] | $4,093 | [1],[2] | ||||||||
Franchised: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | 169 | 193 | 193 | 135 | 144 | 161 | 170 | 129 | 690 | [1],[2] | 604 | [1],[2] | 557 | [1],[2] | ||||||||
Franchised: | Royalties and Marketing Fees [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 277 | ' | ' | |||||||||||
Company Owned: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | 944 | 1,178 | 1,182 | 686 | 910 | 948 | 994 | 617 | 3,990 | [1],[2] | 3,469 | [1],[2] | 2,970 | [1],[2] | ||||||||
Company Owned: | Royalties and Marketing Fees [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 245 | 216 | |||||||||||
Company Owned: | Referral and Relocation Fees [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39 | 37 | |||||||||||
Relocation Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | 97 | 127 | 108 | 87 | 102 | 124 | 109 | 88 | 419 | [1],[2] | 423 | [1],[2] | 423 | [1],[2] | ||||||||
Relocation Services | Referral and Relocation Fees [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 43 | ' | ' | |||||||||||
Title and Settlement Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | 103 | 134 | 130 | 100 | 113 | 114 | 106 | 88 | 467 | [1],[2] | 421 | [1],[2] | 359 | [1],[2] | ||||||||
Corporate and Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | ($67) | [3] | ($79) | [3] | ($80) | [3] | ($51) | [3] | ($62) | [3] | ($66) | [3] | ($70) | [3] | ($47) | [3] | ($277) | [1],[2],[4] | ($245) | [1],[2],[4] | ($216) | [1],[2],[4] |
[1] | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $277 million for the year ended DecemberB 31, 2013, $245 million for the year ended DecemberB 31, 2012 and $216 million for the year ended DecemberB 31, 2011. Such amounts are eliminated through the Corporate and Other line. | |||||||||||||||||||||
[2] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $43 million for the year ended DecemberB 31, 2013, $39 million for the year ended DecemberB 31, 2012 and $37 million for the year ended DecemberB 31, 2011. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||||||||||||||||
[3] | Represents the elimination of transactions primarily between the Real Estate Franchise Services segment and the Company Owned Real Estate Brokerage Services segment. | |||||||||||||||||||||
[4] | Includes the elimination of transactions between segments. |
EBITDA_Details
EBITDA (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
IPO related costs for Convertible Notes | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $361 | $0 | |||
Incremental common stock issued for Convertible Notes | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 256 | 0 | |||
Cash fee paid to induce conversion of convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105 | ' | |||
Apollo management fee termination fee | ' | ' | ' | ' | 39 | ' | ' | ' | ' | 39 | ' | |||
Loss on the early extinguishment of debt | ' | 22 | 43 | 3 | 18 | ' | ' | 6 | 68 | 24 | 36 | |||
Restructuring costs | ' | ' | 4 | ' | 5 | 2 | 2 | 3 | 4 | 12 | 11 | |||
Former parent legacy items, net benefit | 4 | -1 | 2 | -1 | 4 | 1 | ' | 3 | 4 | 8 | 15 | |||
EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 653 | [1] | 197 | [1] | 443 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 176 | 173 | 186 | |||
Interest expense, net | ' | ' | ' | ' | ' | ' | ' | ' | 281 | 528 | 666 | |||
Income tax (benefit) expense | ' | ' | ' | ' | ' | ' | ' | ' | -242 | 39 | 32 | |||
Net income (loss) attributable to Realogy Holdings and Realogy Group | 320 | 109 | 84 | -75 | -292 | -34 | -25 | -192 | 438 | -543 | -441 | |||
Franchised: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 448 | [1] | 364 | [1] | 320 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 75 | 75 | 77 | |||
Company Owned: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 206 | [1] | 165 | [1] | 56 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 35 | 35 | 41 | |||
Relocation Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 104 | [1] | 103 | [1] | 115 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 44 | 45 | 47 | |||
Title and Settlement Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 50 | [1] | 38 | [1] | 29 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 11 | 10 | 12 | |||
Corporate and Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | -155 | [1],[2] | -473 | [1],[2] | -77 | [1],[2] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 11 | 8 | 9 | |||
Phantom Value Plan [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | $47 | ' | ' | |||
[1] | Includes $68 million related to the loss on the early extinguishment of debt, $47 million related to the Phantom Value Plan and $4 million of restructuring costs, partially offset by a net benefit of $4 million of former parent legacy items for the year ended DecemberB 31, 2013. Includes $361 million of IPO related costs (of which $256 million was non-cash and related to the issuance of additional shares and $105 million was a cash fee payment), $39 million expense for the Apollo management fee termination agreement, $24 million loss on the early extinguishment of debt and, $12 million of restructuring costs, partially offset by a net benefit of $8 million of former parent legacy items for the year ended DecemberB 31, 2012. Includes $36 million loss on early extinguishment of debt and $11 million of restructuring costs, partially offset by a net benefit of $15 million of former parent legacy items for the year ended DecemberB 31, 2011. | |||||||||||||
[2] | Includes the elimination of transactions between segments. |
Reconciliation_of_Depreciation
Reconciliation of Depreciation and Amortization from Segments to Consolidated (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Depreciation and amortization | $176 | $173 | $186 |
Franchised: | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Depreciation and amortization | 75 | 75 | 77 |
Company Owned: | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Depreciation and amortization | 35 | 35 | 41 |
Relocation Services | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Depreciation and amortization | 44 | 45 | 47 |
Title and Settlement Services | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Depreciation and amortization | 11 | 10 | 12 |
Corporate and Other | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Depreciation and amortization | $11 | $8 | $9 |
Reconciliation_of_Assets_from_
Reconciliation of Assets from Segment to Consolidated (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Segment Assets | $7,326 | $7,445 | $7,350 |
Franchised: | ' | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Segment Assets | 4,606 | 4,667 | ' |
Company Owned: | ' | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Segment Assets | 914 | 888 | ' |
Relocation Services | ' | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Segment Assets | 1,174 | 1,262 | ' |
Title and Settlement Services | ' | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Segment Assets | 320 | 313 | ' |
Corporate and Other | ' | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Segment Assets | $312 | $315 | ' |
Reconciliation_of_Capital_Expe
Reconciliation of Capital Expenditures from Segment to Consolidated (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Capital expenditures | $62 | $54 | $49 |
Franchised: | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Capital expenditures | 6 | 6 | 7 |
Company Owned: | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Capital expenditures | 29 | 21 | 22 |
Relocation Services | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Capital expenditures | 6 | 8 | 7 |
Title and Settlement Services | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Capital expenditures | 11 | 10 | 8 |
Corporate and Other | ' | ' | ' |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ' | ' | ' |
Capital expenditures | $10 | $9 | $5 |
Geographic_Region_Details
Geographic Region (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net revenues | $1,246 | $1,553 | $1,533 | $957 | $1,207 | $1,281 | $1,309 | $875 | $5,289 | [1],[2] | $4,672 | [1],[2] | $4,093 | [1],[2] |
Total assets | 7,326 | ' | ' | ' | 7,445 | ' | ' | ' | 7,326 | 7,445 | 7,350 | |||
Net property and equipment | 205 | ' | ' | ' | 188 | ' | ' | ' | 205 | 188 | 165 | |||
United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 5,167 | 4,546 | 3,968 | |||
Total assets | 7,232 | ' | ' | ' | 7,344 | ' | ' | ' | 7,232 | 7,344 | 7,246 | |||
Net property and equipment | 204 | ' | ' | ' | 187 | ' | ' | ' | 204 | 187 | 164 | |||
All Other Countries [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 122 | 126 | 125 | |||
Total assets | 94 | ' | ' | ' | 101 | ' | ' | ' | 94 | 101 | 104 | |||
Net property and equipment | $1 | ' | ' | ' | $1 | ' | ' | ' | $1 | $1 | $1 | |||
[1] | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $277 million for the year ended DecemberB 31, 2013, $245 million for the year ended DecemberB 31, 2012 and $216 million for the year ended DecemberB 31, 2011. Such amounts are eliminated through the Corporate and Other line. | |||||||||||||
[2] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $43 million for the year ended DecemberB 31, 2013, $39 million for the year ended DecemberB 31, 2012 and $37 million for the year ended DecemberB 31, 2011. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | $1,246 | $1,553 | $1,533 | $957 | $1,207 | $1,281 | $1,309 | $875 | $5,289 | [1],[2] | $4,672 | [1],[2] | $4,093 | [1],[2] | ||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) | 54 | [3] | 115 | [3] | 82 | [3] | -76 | [3] | -301 | [4] | -36 | [4] | -31 | [4] | -195 | [4] | 175 | -563 | -433 | |||
Net income (loss) attributable to Realogy Holdings and Realogy Group | 320 | 109 | 84 | -75 | -292 | -34 | -25 | -192 | 438 | -543 | -441 | |||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Basic income (loss) per share: | $2.20 | [5] | $0.75 | [5] | $0.58 | [5] | ($0.52) | [5] | ($2.32) | [6] | ($4.24) | [6] | ($3.12) | [6] | ($23.95) | [6] | $3.01 | ($14.41) | ($55.01) | |||
Diluted income (loss) per share: | $2.18 | [5] | $0.74 | [5] | $0.57 | [5] | ($0.52) | [5] | ($2.32) | [6] | ($4.24) | [6] | ($3.12) | [6] | ($23.95) | [6] | $2.99 | ($14.41) | ($55.01) | |||
Selected Quarterly Financial Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Loss on the early extinguishment of debt | ' | 22 | 43 | 3 | 18 | ' | ' | 6 | 68 | 24 | 36 | |||||||||||
Former parent legacy costs (benefit), net | -4 | 1 | -2 | 1 | -4 | -1 | ' | -3 | -4 | -8 | -15 | |||||||||||
Restructuring charges | ' | ' | 4 | ' | 5 | 2 | 2 | 3 | 4 | 12 | 11 | |||||||||||
IPO related costs for Convertible Notes | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 361 | 0 | |||||||||||
Apollo management fee termination fee | ' | ' | ' | ' | 39 | ' | ' | ' | ' | 39 | ' | |||||||||||
Franchised: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | 169 | 193 | 193 | 135 | 144 | 161 | 170 | 129 | 690 | [1],[2] | 604 | [1],[2] | 557 | [1],[2] | ||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) | 91 | [3] | 114 | [3] | 114 | [3] | 53 | [3] | 79 | [4] | 88 | [4] | 80 | [4] | 42 | [4] | ' | ' | ' | |||
Company Owned: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | 944 | 1,178 | 1,182 | 686 | 910 | 948 | 994 | 617 | 3,990 | [1],[2] | 3,469 | [1],[2] | 2,970 | [1],[2] | ||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) | 12 | [3] | 79 | [3] | 81 | [3] | -25 | [3] | 12 | [4] | 39 | [4] | 55 | [4] | -37 | [4] | ' | ' | ' | |||
Relocation Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | 97 | 127 | 108 | 87 | 102 | 124 | 109 | 88 | 419 | [1],[2] | 423 | [1],[2] | 423 | [1],[2] | ||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) | 13 | [3] | 35 | [3] | 17 | [3] | 0 | [3] | 14 | [4] | 35 | [4] | 19 | [4] | -7 | [4] | ' | ' | ' | |||
Title and Settlement Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | 103 | 134 | 130 | 100 | 113 | 114 | 106 | 88 | 467 | [1],[2] | 421 | [1],[2] | 359 | [1],[2] | ||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) | 6 | [3] | 14 | [3] | 18 | [3] | 3 | [3] | 9 | [4] | 9 | [4] | 12 | [4] | -1 | [4] | ' | ' | ' | |||
Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net revenues | -67 | [7] | -79 | [7] | -80 | [7] | -51 | [7] | -62 | [7] | -66 | [7] | -70 | [7] | -47 | [7] | -277 | [1],[2],[8] | -245 | [1],[2],[8] | -216 | [1],[2],[8] |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) | ($68) | [3] | ($127) | [3] | ($148) | [3] | ($107) | [3] | ($415) | [4] | ($207) | [4] | ($197) | [4] | ($192) | [4] | ' | ' | ' | |||
[1] | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $277 million for the year ended DecemberB 31, 2013, $245 million for the year ended DecemberB 31, 2012 and $216 million for the year ended DecemberB 31, 2011. Such amounts are eliminated through the Corporate and Other line. | |||||||||||||||||||||
[2] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $43 million for the year ended DecemberB 31, 2013, $39 million for the year ended DecemberB 31, 2012 and $37 million for the year ended DecemberB 31, 2011. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||||||||||||||||
[3] | The quarterly results include the following: b"A loss on the early extinguishment of debt of $3 million in the first quarter, $43 million in the second quarter, and $22 million in the third quarter;b"Former parent legacy cost (benefit) of $1 million, $(2) million, $1 million and $(4) million in the first, second, third and fourth quarters, respectively; andb"Restructuring charges of $4 million in the second quarter. | |||||||||||||||||||||
[4] | The quarterly results include the following: b"A loss on the early extinguishment of debt of $6 million in the first quarter and $18 million in the fourth quarter;b"Former parent legacy cost (benefit) of $(3) million, $(1) million and $(4) million in the first, third and fourth quarters, respectively; b"Restructuring charges of $3 million, $2 million, $2 million and $5 million in the first, second, third and fourth quarters, respectively;b"IPO related costs for the Convertible Notes of $361 million in the fourth quarter; and b"Apollo management fee termination agreement costs of $39 million in the fourth quarter. | |||||||||||||||||||||
[5] | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quartersb basic or diluted EPS may not equal the full year basic or diluted EPS (See Note 16 "Earnings (Loss) Per Share" for further information). | |||||||||||||||||||||
[6] | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quartersb basic or diluted EPS may not equal the full year basic or diluted EPS. | |||||||||||||||||||||
[7] | Represents the elimination of transactions primarily between the Real Estate Franchise Services segment and the Company Owned Real Estate Brokerage Services segment. | |||||||||||||||||||||
[8] | Includes the elimination of transactions between segments. |