Document and Entity Information
Document and Entity Information Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | REALOGY HOLDINGS CORP. | ||
Entity Central Index Key | 1,398,987 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 146,752,841 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 6.8 | ||
Realogy [Member] | |||
Document Information [Line Items] | |||
Entity Registrant Name | REALOGY GROUP LLC | ||
Entity Central Index Key | 1,355,001 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | |||
Gross commission income | $ 4,288 | $ 4,028 | $ 3,946 |
Service revenue | 882 | 802 | 867 |
Franchise fees | 353 | 333 | 322 |
Other | 183 | 165 | 154 |
Net revenues | 5,706 | 5,328 | 5,289 |
Expenses | |||
Commission and other agent-related costs | 2,931 | 2,755 | 2,691 |
Operating | 1,458 | 1,350 | 1,371 |
Marketing | 226 | 214 | 199 |
General and administrative | 337 | 293 | 327 |
Former parent legacy benefit, net | (15) | (10) | (4) |
Restructuring costs, net | 10 | (1) | 4 |
Depreciation and amortization | 201 | 190 | 176 |
Interest expense, net | 231 | 267 | 281 |
Loss on the early extinguishment of debt | 48 | 47 | 68 |
Other (income)/expense, net | (3) | (2) | 1 |
Total expenses | 5,424 | 5,103 | 5,114 |
Income before income taxes, equity in earnings and noncontrolling interests | 282 | 225 | 175 |
Income tax expense (benefit) | 110 | 87 | (242) |
Equity in earnings of unconsolidated entities | (16) | (9) | (26) |
Net income | 188 | 147 | 443 |
Less: Net income attributable to noncontrolling interests | (4) | (4) | (5) |
Net income attributable to Realogy Holdings and Realogy Group | $ 184 | $ 143 | $ 438 |
Earnings per share attributable to Realogy Holdings: | |||
Basic earnings per share | $ 1.26 | $ 0.98 | $ 3.01 |
Diluted earnings per share | $ 1.24 | $ 0.97 | $ 2.99 |
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | |||
Basic | 146.5 | 146 | 145.4 |
Diluted | 148.1 | 147.2 | 146.6 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income | $ 188 | $ 147 | $ 443 |
Currency translation adjustment | (4) | (4) | 0 |
Defined Benefit Plans: | |||
Actuarial gain (loss) for the plans | 1 | (24) | 19 |
Less: amortization of actuarial loss to periodic pension cost | (2) | (1) | (2) |
Defined benefit plans | 3 | (23) | 21 |
Other comprehensive income (loss), before tax | (1) | (27) | 21 |
Income tax expense (benefit) related to items of other comprehensive income (loss) amounts | 0 | (11) | 9 |
Other comprehensive income (loss), net of tax | (1) | (16) | 12 |
Comprehensive income | 187 | 131 | 455 |
Less: comprehensive income attributable to noncontrolling interests | (4) | (4) | (5) |
Comprehensive income attributable to Realogy Holdings and Realogy Group | $ 183 | $ 127 | $ 450 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 415 | $ 313 |
Trade receivables (net of allowance for doubtful accounts of $20 and $27) | 141 | 116 |
Relocation receivables | 279 | 297 |
Other current assets | 126 | 120 |
Total current assets | 961 | 846 |
Property and equipment, net | 254 | 233 |
Goodwill | 3,618 | 3,477 |
Trademarks | 745 | 736 |
Franchise agreements, net | 1,428 | 1,495 |
Other intangibles, net | 316 | 341 |
Other non-current assets | 209 | 176 |
Total assets | 7,531 | 7,304 |
Current liabilities: | ||
Accounts payable | 139 | 128 |
Securitization obligations | 247 | 269 |
Due to former parent | 31 | 51 |
Current portion of long-term debt | 740 | 19 |
Accrued expenses and other current liabilities | 448 | 411 |
Total current liabilities | 1,605 | 878 |
Long-term debt | 2,962 | 3,836 |
Deferred income taxes | 267 | 171 |
Other non-current liabilities | 275 | 236 |
Total liabilities | $ 5,109 | $ 5,121 |
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, 2015 and December 31, 2014 | $ 0 | $ 0 |
Realogy Holdings common stock: $.01 par value; 400,000,000 shares authorized 146,746,537 shares outstanding at December 31, 2015 and 146,382,923 shares outstanding at December 31, 2014 | 1 | 1 |
Additional paid-in capital | 5,733 | 5,677 |
Accumulated deficit | (3,280) | (3,464) |
Accumulated other comprehensive loss | (36) | (35) |
Total stockholders' equity | 2,418 | 2,179 |
Noncontrolling interests | 4 | 4 |
Total equity | 2,422 | 2,183 |
Total liabilities and equity | $ 7,531 | $ 7,304 |
Consolidated Balance Sheet Pare
Consolidated Balance Sheet Parenthetical - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 20 | $ 27 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares outstanding | 147,000,000 | 146,382,923 |
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 Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | |||
Net income | $ 188 | $ 147 | $ 443 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 201 | 190 | 176 |
Deferred income taxes | 96 | 77 | (249) |
Amortization of deferred financing costs and discount | 18 | 17 | 12 |
Non-cash portion of the loss on the early extinguishment of debt | 9 | 24 | 14 |
Equity in earnings of unconsolidated entities | (16) | (9) | (26) |
Stock-based compensation | 57 | 42 | 61 |
Mark-to-market adjustments on derivatives | 18 | 29 | (4) |
Other adjustments to net income | (4) | (1) | 5 |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | |||
Trade receivables | (27) | 4 | 0 |
Relocation receivables | 17 | (29) | 55 |
Other assets | (25) | (5) | 5 |
Accounts payable, accrued expenses and other liabilities | 28 | (53) | (14) |
Due to former parent | (20) | (11) | (4) |
Dividends received from unconsolidated entities | 13 | 5 | 42 |
Taxes paid related to net share settlement for stock-based compensation | (6) | (6) | (22) |
Other, net | (3) | 2 | (2) |
Net cash provided by operating activities | 544 | 423 | 492 |
Investing Activities | |||
Property and equipment additions | (84) | (71) | (62) |
Payments for acquisitions, net of cash acquired | (127) | (215) | (32) |
Change in restricted cash | 2 | 4 | (5) |
Other, net | 0 | (16) | (3) |
Net cash used in investing activities | (209) | (298) | (102) |
Financing Activities | |||
Net change in revolving credit facilities | 200 | 0 | (110) |
Proceeds from issuance of Term Loan A Facility | 435 | 0 | 0 |
Proceeds from amended Term Loan B Facility | 0 | 0 | 79 |
Repayments of Term Loan B Facility | (19) | (19) | (15) |
Redemption of First Lien Notes | (593) | 0 | 0 |
Repurchases of First and a Half Lien Notes | (196) | (729) | (100) |
Proceeds from issuance of Senior Notes | 0 | 750 | 500 |
Redemption of Senior Notes and Senior Subordinated Notes | 0 | 0 | (821) |
Net change in securitization obligations | (21) | 17 | (9) |
Debt transaction costs | (10) | (44) | (28) |
Proceeds from exercise of stock options | 5 | 6 | 5 |
Other, net | (32) | (27) | (31) |
Net cash used in financing activities | (231) | (46) | (530) |
Effect of changes in exchange rates on cash and cash equivalents | (2) | (2) | 0 |
Net increase (decrease) in cash and cash equivalents | 102 | 77 | (140) |
Cash and cash equivalents, beginning of period | 313 | 236 | 376 |
Cash and cash equivalents, end of period | 415 | 313 | 236 |
Supplemental Disclosure of Cash Flow Information | |||
Interest payments (including securitization interest of $6, $6 and $7, respectively) | 244 | 249 | 312 |
Income tax payments, net | 17 | 10 | 16 |
Securitization Interest | $ 6 | $ 6 | $ 7 |
Consolidated Statements Of Equi
Consolidated Statements Of Equity (Deficit) - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- controlling Interests | |
Balance (in shares) at at Dec. 31, 2012 | 145,300,000 | ||||||
Balance at Dec. 31, 2012 | $ 1,519 | $ 1 | $ 5,591 | $ (4,045) | $ (31) | $ 3 | |
Net income | 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 (in shares) at at Dec. 31, 2013 | 146,100,000 | ||||||
Balance at Dec. 31, 2013 | 2,013 | $ 1 | 5,635 | (3,607) | (19) | 3 | |
Net income | 147 | 143 | 4 | ||||
Other comprehensive income | (16) | (16) | [1] | ||||
Exercise of stock options (in shares) | 300,000 | ||||||
Exercise of stock options | 6 | 6 | |||||
Stock-based compensation | 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) | (100,000) | ||||||
Shares withheld for taxes on equity awards | (6) | (6) | |||||
Dividends | (4) | (4) | |||||
Capital contributions from noncontrolling interests | $ 1 | ||||||
Balance (in shares) at at Dec. 31, 2014 | 146,382,923 | 146,400,000 | |||||
Balance at Dec. 31, 2014 | $ 2,183 | $ 1 | 5,677 | (3,464) | (35) | 4 | |
Net income | 188 | 184 | 4 | ||||
Other comprehensive income | (1) | (1) | [1] | ||||
Exercise of stock options (in shares) | 200,000 | ||||||
Exercise of stock options | 5 | 5 | |||||
Stock-based compensation | 57 | 57 | |||||
Issuance of shares for vesting of restricted stock awards, net of forfeitures | 200,000 | ||||||
Shares withheld for taxes on equity awards (in shares) | (100,000) | ||||||
Shares withheld for taxes on equity awards | (6) | (6) | |||||
Dividends | $ (4) | (4) | |||||
Balance (in shares) at at Dec. 31, 2015 | 147,000,000 | 146,700,000 | |||||
Balance at Dec. 31, 2015 | $ 2,422 | $ 1 | $ 5,733 | $ (3,280) | $ (36) | $ 4 | |
[1] | As of December 31, 2015, 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, 2015 | |
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. Realogy, through its subsidiaries, is a global provider of residential real estate services. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy 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, comprehensive income and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same. 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 four business segments: • Real Estate Franchise Services (known as Realogy Franchise Group or RFG)—franchises the Century 21 ® , Coldwell Banker ® , Coldwell Banker Commercial ® , ERA ® , Sotheby's International Realty ® and Better Homes and Gardens ® Real Estate brand names. As of December 31, 2015 , our franchise systems had approximately 13,600 franchised and company owned offices and approximately 256,800 independent sales associates operating under our franchise and proprietary brands in the U.S. and 109 other countries and territories around the world, which included approximately 790 of our company owned and operated brokerage offices with approximately 47,000 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 ® , Corcoran ® , Sotheby’s International Realty ® , Citi Habitats SM and ZipRealty ® brand names in more than 50 of the 100 largest metropolitan areas in the U.S. This segment also includes the Company's share of earnings for our PHH Home Loans venture. • 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. Cartus also serves affinity organizations such as insurance companies and credit unions that provide Cartus' services to their members. • Title and Settlement Services (known as Title Resource Group or TRG)—provides full-service title and settlement 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, 2015 | |
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 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 alliance 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. Non-standard incentives are recorded as a reduction to revenue ratably over the related performance period or from the date of issuance through the remaining life of the related franchise agreement. Franchise revenue also includes initial franchise fees and initial area development 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. 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 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 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 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. 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 $8 million and $10 million at December 31, 2015 and 2014 , 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 $194 million , $188 million and $174 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. DEBT ISSUANCE COSTS Debt issuance 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. In the fourth quarter of 2015, the Company early adopted Accounting Standards Update— Simplifying the Presentation of Debt Issuance Costs , requiring that debt issuance costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The change in presentation is reflected retroactively. 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. In the fourth quarter of 2015, the Company early adopted Accounting Standards Update —Balance Sheet Classification of Deferred Taxes , requiring that deferred tax assets and deferred tax liabilities be presented as non-current in a classified balance sheet. This standard simplifies current guidance, which requires that deferred tax assets and deferred tax liabilities be separately presented as current and non-current in a classified balance sheet. The change in presentation is reflected retroactively. DERIVATIVE INSTRUMENTS The Company records derivatives and hedging activities on the balance sheet at their respective fair values. 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, Swiss Franc, Canadian Dollar and British Pound. The Company has not elected 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 interest rate swaps with an aggregate notional value of $1,475 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $225 July 2012 February 2018 $200 January 2013 February 2018 $600 August 2015 August 2020 $450 November 2017 November 2022 The Company has not elected 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, 2015 and 2014 , the Company had various equity method investments aggregating $65 million and $61 million , respectively, which are 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 created for the purpose of originating and selling mortgage loans primarily sourced through the Company’s real estate brokerage and relocation businesses. PHH Corporation ("PHH") owns the remaining percentage. The Company’s maximum exposure to loss with respect to its investment in PHH Home Loans is limited to its equity investment of $58 million at December 31, 2015 . In connection with the joint venture, the Company recorded equity earnings related to its investment in PHH Home Loans of $14 million , $8 million and $24 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company received cash dividends from PHH Home Loans of $10 million , $3 million and $40 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. The following presents the summarized financial information for PHH Home Loans: December 31, 2015 2014 Balance sheet data: Total assets $ 491 $ 480 Total liabilities 379 375 Total members’ equity 112 105 Year Ended December 31, 2015 2014 2013 Statement of operations data: Total revenues $ 233 $ 200 $ 282 Total expenses 205 185 235 Net income 28 15 47 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, generally from 1 to 5 years, when such software is substantially ready for use. The net carrying value of software developed or obtained for internal use was $79 million and $85 million at December 31, 2015 and 2014 , 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 $3,618 million and $756 million , respectively, at December 31, 2015 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 2015 , 2014 and 2013 , 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 2015 , 2014 or 2013 . 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 2015 , 2014 or 2013 . SUPPLEMENTAL CASH FLOW INFORMATION Significant non-cash transactions in 2015 included $17 million in capital lease additions, which resulted in non-cash accruals to fixed assets and other long-term liabilities. Significant non-cash transactions in 2014 included $8 million in capital lease additions, which resulted in non-cash accruals to fixed assets and other long-term liabilities. Significant non-cash transactions in 2013 included non-cash issuances 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. STOCK-BASED COMPENSATION The Company grants stock-based awards to certain senior management, employees and directors including non-qualified stock options, restricted stock, restricted stock units and performance share units . The fair value of non-qualified stock options is estimated using the Black-Scholes option pricing model on the grant date and is recognized as expense over the service period based on the vesting requirements. The fair value of r estricted stock, restricted stock units and performance share units without a market condition is measured based on the closing price of the Company's common stock on the grant date and is recognized as expense over the service period of the award, or when requisite performance metrics or milestones are probable of being achieved . The fair value of awards with a market condition are estimated using the Monte Carlo simulation method and expense is recognized on a straight-line basis over the requisite service period of the award. 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. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") —Simplifying the Presentation of Debt Issuance Costs , requiring that debt issuance costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the amendment, debt issuance costs were recognized as deferred charges and recorded as other assets. The amendments in this ASU are effective for the Company’s fiscal year beginning January 1, 2016 and subsequent interim periods, with earlier adoption permitted. The Company elected to early adopt this ASU in the fourth quarter of 2015. The election requires retrospective application to all prior periods presented in the financial statements and represents a change in accounting principle. Adoption of the ASU resulted in the reclassification of debt issuance costs from deferred financing costs in other assets to a reduction in the carrying amount of the related debt liability within the Company’s consolidated balance sheets. As a result of the adoption, the December 31, 2014 indebtedness table has been restated as follows: December 31, 2014 Previously Reported Balance Effect of Accounting Principle Adoption Adjusted Balance Senior Secured Credit Facility: Term Loan B Facility $ 1,871 $ 18 $ 1,853 7.625% First Lien Notes 593 7 586 9.00% First and a Half Lien Notes 196 2 194 3.375% Senior Notes 500 3 497 4.50% Senior Notes 450 21 429 5.25% Senior Notes 300 4 296 Total Short Term & Long Term Debt $ 3,910 $ 55 $ 3,855 The debt issuance costs related to our revolving credit facilities, including securitization obligations, remain classified as an asset within other assets. In November 2015, the FASB issued ASU —Balance Sheet Classification of Deferred Taxes , requiring an entity to present deferred tax assets and deferred tax liabilities as non-current in its classified balance sheet. The ASU simplifies current guidance, which requires an entity to separately present deferred tax assets and deferred tax liabilities as current and non-current in its classified balance sheet. Entities are permitted to apply the amendments either prospectively or retrospectively. The ASU is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. The Company elected to early adopt this ASU in the fourth quarter of 2015 and applied its provisions retrospectively to all prior periods presented in the financial statements. The election represents a change in accounting principle. As a result of the early adoption of these two ASUs, the December 31, 2014 Consolidated Balance Sheet is restated as follows: December 31, 2014 Effect of Accounting Principle Adoption Previously Reported Balance Simplifying the Presentation of Debt Issuance Costs Balance Sheet Classification of Deferred Taxes Adjusted Balance ASSETS Current assets: Deferred income taxes $ 180 $ — $ (180 ) $ — Total current assets 1,026 — (180 ) 846 Other non-current assets 230 (55 ) 1 176 Total assets 7,538 (55 ) (179 ) 7,304 LIABILITIES AND EQUITY Long-term debt $ 3,891 $ (55 ) $ — $ 3,836 Deferred income taxes 350 — (179 ) 171 Total liabilities 5,355 (55 ) (179 ) 5,121 Total liabilities and equity 7,538 (55 ) (179 ) 7,304 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company considers the applicability and impact of all Accounting Standards Updates ("ASU"). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In May 2014, the FASB and IASB issued a converged standard on revenue recognition that will have an effect on most companies to some extent. The objective of the revenue standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and the timing of revenue recognition. The new standard, as initially released, would be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and early adoption would not be permitted. In July 2015, the FASB deferred the effective date of the new revenue standard by one year resulting in the new revenue standard being effective for fiscal years and interim periods beginning after December 15, 2017 and allowing entities to adopt one year earlier if they so elect. The new standard permits for two alternative implementation methods, the use of either (1) full retrospective application to each prior reporting period presented or (2) modified retrospective application in which the cumulative effect of initially applying the revenue standard is recognized as an adjustment to the opening balance of retained earnings in the period of adoption. The Company plans to adopt the new standard in the first quarter of 2018 but has not yet determined the method by which the standard will be adopted. The Company is currently evaluating the impact of the standard on its consolidated financial statements but does not expect the new standard to have a material impact on the financial results of the Company as the majority of our revenue is recognized at the completion of a homesale transaction and will not be impacted by this new revenue recognition guidance. |
Note 3. Acquisitions Acquisitio
Note 3. Acquisitions Acquisitions (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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 . 2015 ACQUISITIONS During the year ended December 31, 2015, the Company acquired thirteen real estate brokerage related operations through its wholly owned subsidiary, NRT, including a large franchisee of the Real Estate Franchise segment, for aggregate cash consideration of $96 million and established $13 million of liabilities related to contingent consideration and other acquisition related liabilities. These acquisitions resulted in goodwill of $94 million , pendings and listings of $10 million , other intangibles of $1 million , other assets of $7 million and other liabilities of $3 million . During the year ended December 31, 2015, the Company acquired three title and settlement operations through its wholly owned subsidiary, TRG, for cash consideration of $34 million and established $37 million of liabilities related to contingent consideration that is expected to be earned over the next four years . These acquisitions resulted in goodwill of $47 million , trademarks of $9 million , pendings and listings of $8 million , other intangibles of $5 million , title plant shares of $1 million and other assets of $1 million . None of the 2015 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. 2014 ACQUISITIONS In August 2014, the Company acquired all of the outstanding shares of common stock of ZipRealty, Inc., (“ZipRealty”) for a cash purchase price of $167 million . The Company acquired ZipRealty's residential brokerage operations with 23 offices across the United States and its integrated real estate technology platform. The estimated fair values of the assets acquired and liabilities assumed resulted in goodwill of $92 million , software and fixed assets of $18 million , deferred tax assets of $46 million , customer relationships intangibles of $1 million , pendings and listings of $3 million , other intangibles of $7 million , other assets of $6 million and other liabilities of $6 million . During the year ended December 31, 2014 , in addition to the ZipRealty acquisition discussed above, NRT acquired sixteen real estate brokerage and property management operations for cash consideration of $44 million and established $19 million of liabilities related to contingent consideration. These acquisitions resulted in goodwill of $45 million , trademarks of $4 million , pendings and listings of $4 million , other intangibles of $8 million , other assets of $3 million and other liabilities of $1 million . During the year ended December 31, 2014 , the Company acquired three title and settlement operations through its wholly owned subsidiary, TRG, for cash consideration of $6 million . These acquisitions resulted in goodwill of $5 million and pendings and listings of $1 million . None of the 2014 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. 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. |
Note 4. Intangible Assets Intan
Note 4. Intangible Assets Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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 Franchise Services Company Owned Brokerage Services Relocation Services Title and Settlement Services Total Company Goodwill balance at January 1, 2013 $ 2,241 $ 630 $ 360 $ 73 $ 3,304 Goodwill acquired — 31 — — 31 Balance at December 31, 2013 2,241 661 360 73 3,335 Goodwill acquired 51 86 — 5 142 Balance at December 31, 2014 2,292 747 360 78 3,477 Goodwill acquired — 94 — 47 141 Balance at December 31, 2015 $ 2,292 $ 841 $ 360 $ 125 $ 3,618 Goodwill and accumulated impairment summary Gross goodwill $ 3,315 $ 999 $ 641 $ 449 $ 5,404 Accumulated impairment losses (a) (1,023 ) (158 ) (281 ) (324 ) (1,786 ) Balance at December 31, 2015 $ 2,292 $ 841 $ 360 $ 125 $ 3,618 _______________ (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 2015 , 2014 and 2013 , 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, 2015 As of December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable—Franchise agreements (a) $ 2,019 $ 591 $ 1,428 $ 2,019 $ 524 $ 1,495 Unamortizable—Trademarks (b) $ 745 $ 745 $ 736 $ 736 Other Intangibles Amortizable—License agreements (c) $ 45 $ 8 $ 37 $ 45 $ 7 $ 38 Amortizable—Customer relationships (d) 530 284 246 530 256 274 Unamortizable—Title plant shares (e) 11 11 10 10 Amortizable—Pendings and listings (f) 3 1 2 2 2 — Amortizable—Other (g) 31 11 20 25 6 19 Total Other Intangibles $ 620 $ 304 $ 316 $ 612 $ 271 $ 341 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily relates to the Century 21 ® , Coldwell Banker ® , ERA ® , Corcoran ® , 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 Relocation Services segment, the Title and Settlement Services segment and the Real Estate Franchise Services segment. These relationships are being amortized over a period of 2 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) Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. Intangible asset amortization expense is as follows: For the Year Ended December 31, 2015 2014 2013 Franchise agreements $ 67 $ 67 $ 67 License agreements 1 1 1 Customer relationships 28 37 37 Pendings and listings 16 8 3 Other 5 3 1 Total $ 117 $ 116 $ 109 Based on the Company’s amortizable intangible assets as of December 31, 2015 , the Company expects related amortization expense to be approximately $102 million , $95 million , $94 million , $93 million , $91 million and $1,258 million in 2016 , 2017 , 2018 , 2019 , 2020 and thereafter, respectively. |
Note 5. Franchising and Marketi
Note 5. Franchising and Marketing Activities Franchising and Marketing Activities (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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 $8 million , $9 million , and $12 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. In addition, franchise fee revenue is net of annual volume incentives provided to real estate franchisees of $51 million , $50 million and $48 million for the years ended December 31, 2015 , 2014 and 2013 , 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 $284 million , $269 million and $265 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Marketing fees are generally paid by the Company’s real estate franchisees and are generally calculated based on a specified percentage of gross closed commissions earned on the sale of real estate, and may be 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, 2015 2014 2013 Franchised: Century 21 ® 6,897 6,902 7,109 ERA ® 2,355 2,304 2,314 Coldwell Banker ® 2,258 2,396 2,489 Coldwell Banker Commercial ® 163 167 195 Sotheby’s International Realty ® 794 717 666 Better Homes and Gardens ® Real Estate 304 283 259 12,771 12,769 13,032 Company Owned: ERA ® — — 11 Coldwell Banker ® 708 651 631 Sotheby’s International Realty ® 41 39 32 Corcoran ® /Other 38 37 32 787 727 706 The number of franchised and company owned outlets (in the aggregate) changed as follows: (Unaudited) For the Year Ended December 31, 2015 2014 2013 Franchised: Beginning balance 12,769 13,032 12,880 Additions 445 311 478 Terminations (443 ) (574 ) (326 ) Ending balance 12,771 12,769 13,032 Company Owned: Beginning balance 727 706 712 Additions 74 38 15 Closures (14 ) (17 ) (21 ) Ending balance 787 727 706 As of December 31, 2015 , there were an insignificant number of franchise agreements that were executed for which offices are not yet operating. Additionally, as of December 31, 2015 , 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 $115 million , net of $1 million of reserves, and $97 million , net of $1 million of reserves, at December 31, 2015 and 2014 , 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 $17 million , $15 million and $11 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Note 6. Property and Equipment,
Note 6. Property and Equipment, Net Property and Equipment, Net (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of: December 31, 2015 2014 Furniture, fixtures and equipment $ 242 $ 224 Capitalized software 310 288 Building and leasehold improvements 213 183 Land 3 3 Gross property and equipment 768 698 Less: accumulated depreciation (514 ) (465 ) Property and equipment, net $ 254 $ 233 The Company recorded depreciation expense related to property and equipment of $84 million , $74 million and $67 million for the years ended December 31, 2015 , 2014 and 2013 , 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, 2015 | |
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, 2015 2014 Accrued payroll and related employee costs $ 140 $ 120 Accrued volume incentives 34 32 Accrued commissions 29 21 Restructuring accruals 9 3 Deferred income 73 73 Accrued interest 13 44 Contingent consideration for acquisitions 27 10 Other 123 108 Accrued expenses and other current liabilities $ 448 $ 411 |
Note 8. Short And Long-Term Deb
Note 8. Short And Long-Term Debt Short and Long-Term Debt (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: December 31, 2015 2014 Senior Secured Credit Facility: Revolving Credit Facility $ 200 $ — Term Loan B Facility 1,839 1,853 Term Loan A Facility 433 — 7.625% First Lien Notes — 586 9.00% First and a Half Lien Notes — 194 3.375% Senior Notes 499 497 4.50% Senior Notes 434 429 5.25% Senior Notes 297 296 Total Short-Term & Long-Term Debt $ 3,702 $ 3,855 Securitization Obligations: Apple Ridge Funding LLC $ 238 $ 255 Cartus Financing Limited 9 14 Total Securitization Obligations $ 247 $ 269 Indebtedness Table As of December 31, 2015 , the Company’s borrowing arrangements were as follows: Interest Rate Expiration Date Principal Unamortized Discount and Debt Issuance Costs Net Senior Secured Credit Facility: Revolving Credit Facility (1) (2) October 2020 $ 200 * $ 200 Term Loan B Facility (3) March 2020 1,867 28 1,839 Term Loan A Facility (4) October 2020 435 2 433 Senior Notes 3.375% May 2016 500 1 499 Senior Notes 4.50% April 2019 450 16 434 Senior Notes 5.25% December 2021 300 3 297 Securitization obligations: (5) Apple Ridge Funding LLC (6) June 2016 238 * 238 Cartus Financing Limited (7) August 2016 9 * 9 Total (8) $ 3,999 $ 50 $ 3,949 _______________ * The debt issuance costs related to our Revolving Credit Facility and Securitization Obligations remain classified as a deferred asset within other assets. (1) As of December 31, 2015 , the Company had $815 million of borrowing capacity under its Revolving Credit Facility leaving $615 million of available capacity. On February 19, 2016 , the Company had $200 million outstanding borrowings on the Revolving Credit Facility and no outstanding letters of credit on such facility, leaving $615 million of available capacity. (2) Interest rates with respect to revolving loans under the Term Loan A Facility at December 31, 2015 were based on, at the Company’s option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% . (3) The Term Loan B Facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to the Term Loan B Facility is based on, at the Company’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75% ) or (b) JPMorgan Chase Bank, N.A.’s prime rate (" ABR ") plus 2.00% (with an ABR floor of 1.75% ). (4) The Term Loan A Facility provides for quarterly amortization payments, commencing March 31, 2016, totaling per annum 5% , 5% , 7.5% , 10.0% and 12.5% of the original principal amount of the Term Loan A Facility in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the new Term Loan A Facility are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% . (5) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (6) As of December 31, 2015 , the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $87 million of available capacity. (7) Consists of a £20 million revolving loan facility and a £5 million working capital facility. As of December 31, 2015 , the Company had $38 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $29 million of available capacity. (8) Not included in this table, the Company had $134 million of outstanding letters of credit at December 31, 2015 , of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $81 million was under the unsecured letter of credit facility with a rate of 2.98% . Maturities Table As of December 31, 2015 , the combined aggregate amount of maturities for long-term borrowings, excluding revolver borrowings and securitization obligations, for each of the next five years is as follows: Year Amount 2016 $ 541 2017 41 2018 52 2019 513 2020 2,105 Senior Secured Credit Facility On October 23, 2015, Realogy Group entered into a second amendment to the senior secured credit agreement (the “Amended and Restated Credit Agreement”). The second amendment provides for a five -year, $815 million revolving credit facility that replaces the $475 million revolving credit facility under the senior secured credit agreement and includes a $125 million letter of credit sub-facility. The Term Loan B facility and the synthetic letter of credit facility under the Amended and Restated Credit Agreement were not affected by the second amendment. The Amended and Restated Credit Agreement provides for: (a) a Term Loan B Facility initially issued in the aggregate principal amount of $1,905 million with a maturity date of March 5, 2020. The Term Loan B Facility has quarterly amortization payments totaling 1% per annum of the initial aggregate principal amount. The interest rate with respect to the Term Loan B Facility is based on, at Realogy Group's option, adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75% ) or ABR plus 2.00% (with an ABR floor of 1.75% ); and (b) an $815 million Revolving Credit Facility with a maturity date of October 23, 2020, which includes (i) a $125 million letter of credit subfacility and (ii) a swingline loan subfacility. The interest rate with respect to revolving loans under the Revolving Credit Facility is based on, at Realogy Group's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio: Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 2.00% 1.00% The Amended and Restated Credit Agreement also provides for a synthetic letter of credit facility which 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. The capacity of the synthetic letter of credit facility is reduced by 1% per annum. As of December 31, 2015 , the capacity under the synthetic letter of credit facility was $54 million and the facility was being utilized for a $53 million letter of credit with Cendant for potential contingent obligations. 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 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 Amended and Restated Credit Agreement contains financial, affirmative and negative covenants and requires Realogy Group to maintain a senior secured leverage ratio, not to exceed 4.75 to 1.00 , and pursuant to the second amendment discussed above, the leverage ratio is tested quarterly, commencing with the period ended September 30, 2015, regardless of the amount of borrowings outstanding and letters of credit issued under the revolver at the testing date. 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 unsecured indebtedness, including the Unsecured Notes as well as the securitization obligations. At December 31, 2015 , Realogy Group’s senior secured leverage ratio was 2.58 to 1.00 . Term Loan A Facility On October 23, 2015, Realogy Group entered into the Term Loan A senior secured credit agreement. The Term Loan A Agreement provides for a five -year, $435 million aggregate principal facility issued at par with a maturity date of October 23, 2020 (the “Term Loan A Facility”) and has terms substantially similar to the Amended and Restated Credit Agreement. The Term Loan A Facility provides for quarterly amortization payments, commencing March 31, 2016, totaling the amount per annum equal to the following percentages of the original principal amount of the Term Loan A Facility: 5% , 5% , 7.5% , 10.0% and 12.5% for amortizations payable in 2016, 2017, 2018, 2019 and 2020, with the balance payable upon the final maturity date. The interest rates with respect to term loans under the Term Loan A Facility are based on, at our option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio: Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 2.00% 1.00% Consistent with the Amended and Restated Credit Agreement, the Term Loan A Facility permits the Company to obtain up to $500 million of additional credit facilities from lenders reasonably satisfactory to the administrative agent and the company, without the consent of the existing lenders under the Term Loan A Facility, plus an unlimited amount if the Company's senior secured leverage ratio is less than 3.50 to 1.00 on a pro forma basis. Subject to certain restrictions, the Term Loan A Facility also permits us to issue senior secured or unsecured notes in lieu of any incremental facility. First Lien Notes The First Lien Notes were senior secured obligations of Realogy Group and bore interest at a rate of 7.625% per annum. On October 23, 2015, Realogy Group issued a notice of redemption for all $593 million outstanding aggregate principal amount of the First Lien Notes and discharged its obligations under the related indenture. In connection with the redemption of the First Lien Notes and related discharge of the indenture, Realogy Group deposited a total of $638 million with the trustee, which included the applicable redemption premium and accrued and unpaid interest on the First Lien Notes. The payment of the redemption price was funded with the net proceeds from the new Term Loan A Facility described above and revolver borrowings. First and a Half Lien Notes The First and a Half Lien Notes were senior secured obligations of Realogy Group and bore interest at a rate of 9.00% per annum. On November 30, 2015, the Company redeemed the $196 million aggregate principal amount of outstanding 9.00% Senior Secured Notes due 2020 at a redemption price of 105.490% . In connection with the redemption of the 9.00% Senior Secured Notes, Realogy Group paid total consideration of approximately $213 million , which included the applicable redemption premium and accrued and unpaid interest. Immediately following such redemption, Realogy Group cancelled the 9.00% Senior Secured Notes and discharged the 9.00% Senior Secured Notes Indenture in accordance with its terms. The 9.00% Senior Secured Notes were redeemed using cash on hand and borrowings under Realogy Group's revolving credit facility. Unsecured Notes The 3.375% Senior Notes, 4.50% Senior Notes and 5.25% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on May 1, 2016, April 15, 2019 and December 1, 2021, respectively. Interest on the Unsecured Notes is payable each year semiannually on May 1 and November 1 for the 3.375% Senior Notes, April 15 and October 15 for the 4.50% Senior Notes and June 1 and December 1 for the 5.25% Senior Notes. The Unsecured 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 and Realogy Group's outstanding debt securities, and are guaranteed by Realogy Holdings on an unsecured senior subordinated basis. Other Debt Facilities The Company has an Unsecured Letter of Credit Facility to provide for the issuance of letters of credit required for general corporate purposes by the Company. In August 2015, the Company increased the capacity of the facility by $7 million from $81 million as of December 31, 2014 to $88 million . $81 million of capacity expires in June 2017 and the remaining $7 million of capacity expires in September 2018. The fixed pricing to the Company is based on a spread above the credit default swap rate for senior unsecured debt obligations of the Company over the applicable letter of credit period. Realogy Group's obligations under the Unsecured Letter of Credit Facility are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility and Realogy Group's outstanding debt securities. As of December 31, 2015 , $81 million of the Facility is being utilized. Securitization Obligations Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program. In June 2015, Realogy Group extended the program until June 2016 and temporarily increased the capacity under the facility from $325 million to $375 million from June 2015 until October 2015, at which time the capacity was reduced to $325 million . At December 31, 2015 , Realogy Group has $238 million of outstanding borrowings under the facility. Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £20 million revolving loan facility and a £5 million working capital facility, both of which expire in August 2016. There are $9 million of outstanding borrowings on the facilities at December 31, 2015 . 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 Unsecured Notes and the First and a Half Lien 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 $281 million and $286 million of underlying relocation receivables and other related relocation assets at December 31, 2015 and 2014 , 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 $6 million for both years ended December 31, 2015 and December 31, 2014 . 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 2.1% and 2.3% for the year ended December 31, 2015 and 2014 , respectively. Loss on the Early Extinguishment of Debt and Write-Off of Deferred Financing Costs As a result of refinancing transactions, note repurchases and note redemptions, the Company recorded a loss on the early extinguishment of debt of $48 million during the year ended December 31, 2015 . As a result of refinancing transactions, note repurchases and note redemptions, the Company recorded a loss on the early extinguishment of debt of $47 million and wrote off deferred financing costs of $3 million to interest expense during the year ended December 31, 2014. As a result of the repayment and refinancing transactions, note redemptions and note repurchases, 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. |
Note 9. Employee Benefit Plans
Note 9. Employee Benefit Plans Employee Benefit Plans (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS DEFINED BENEFIT PENSION PLAN The Company’s defined benefit pension plan was closed to new entrants as of July 1, 1997 and existing participants do not accrue any additional benefits. The net periodic pension cost for 2015 was less than $1 million and is comprised of interest cost of approximately $6 million and the amortization of the actuarial net loss of $2 million offset by a benefit of $8 million for the expected return on assets. The net periodic pension benefit for 2014 was $1 million and is comprised of interest cost of approximately $6 million and the amortization of the actuarial net loss of $1 million offset by a benefit of $8 million for the expected return on assets. At December 31, 2015 and 2014 , the accumulated benefit obligation of this plan was $149 million and $164 million , respectively, and the fair value of the plan assets were $106 million and $114 million , respectively, resulting in an unfunded accumulated benefit obligation of $43 million and $50 million , respectively, which is recorded in Other non-current liabilities in the Consolidated Balance Sheets. Estimated future benefit payments as of December 31, 2015 are as follows: Year Amount 2016 $ 9 2017 9 2018 9 2019 10 2020 10 2021 through 2025 49 The minimum funding required during 2016 is estimated to be $3 million . The following table presents the fair values of plan assets by category as of December 31, 2015 : Asset Category Quoted Price in Active Market for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) Total Cash and cash equivalents $ 2 $ — $ — $ 2 Equity securities — 74 — 74 Fixed income securities — 30 — 30 Total $ 2 $ 104 $ — $ 106 The following table presents the fair values of plan assets by category as of December 31, 2014 : Asset Category Quoted Price in Active Market for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) Total Cash and cash equivalents $ 1 $ — $ — $ 1 Equity securities — 71 — 71 Fixed income securities — 42 — 42 Total $ 1 $ 113 $ — $ 114 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, 2015 and 2014 , the related projected benefit obligation for these plans accrued on the Company’s Consolidated Balance Sheets (primarily within other non-current liabilities) was $7 million and $8 million , respectively. DEFINED CONTRIBUTION SAVINGS PLAN The Company sponsors a defined contribution savings plan that provides certain of its eligible employees an opportunity to accumulate funds for retirement and has a Company match for a portion of the contributions made by participating employees. The Company’s cost for contributions to this plan was $14 million , $12 million and $10 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Note 10. Income Taxes Income Ta
Note 10. Income Taxes Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The components of pretax income for domestic and foreign operations consisted of the following: Year Ended December 31, 2015 2014 2013 Domestic $ 290 $ 230 $ 192 Foreign 8 4 9 Pretax income $ 298 $ 234 $ 201 The components of income tax expense (benefit) consisted of the following: Year Ended December 31, 2015 2014 2013 Current: Federal $ 8 $ 5 $ 4 State 3 1 — Foreign 3 4 3 Total current 14 10 7 Deferred: Federal 91 76 (241 ) State 4 1 (8 ) Foreign 1 — — Total deferred 96 77 (249 ) Income tax expense (benefit) $ 110 $ 87 $ (242 ) A reconciliation of the Company’s effective income tax rate at the U.S. federal statutory rate of 35% to the actual expense (benefit) was as follows: Year Ended December 31, 2015 2014 2013 Federal statutory rate 35 % 35 % 35 % State and local income taxes, net of federal tax benefits 2 5 2 Permanent differences 1 2 (1 ) Net change in valuation allowance 1 (3 ) (157 ) Other (2 ) (2 ) 1 37 % 37 % (120 %) The Company’s combined federal, state and foreign effective income tax rate for 2013 is not meaningful 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. 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: 2015 2014 Deferred income tax assets: Net operating loss carryforwards $ 654 $ 810 Tax credit carryforwards 28 17 Accrued liabilities 123 103 Minimum pension obligation 23 24 Provision for doubtful accounts 18 22 Liability for unrecognized tax benefits 6 8 Interest rate swaps 11 6 Other 1 — Total deferred tax assets 864 990 Less: valuation allowance (11 ) (10 ) Total deferred income tax assets after valuation allowance 853 980 Deferred income tax liabilities: Depreciation and amortization 1,105 1,122 Change in tax return accounting methods 9 18 Prepaid expenses 2 2 Undistributed foreign earnings 2 6 Basis difference in investment in joint ventures 1 2 Total deferred tax liabilities 1,119 1,150 Net deferred income tax liabilities $ (266 ) $ (170 ) Deferred tax assets and deferred tax liabilities are netted by tax jurisdiction. The Net deferred income tax liability of $266 million as of December 31, 2015 is included in the accompanying Consolidated Balance Sheets with $267 million in deferred income taxes (non-current liabilities) and $1 million in other non-current assets. The Net deferred income tax liability of $170 million as of December 31, 2014 is included in the accompanying Consolidated Balance Sheets with $171 million in deferred income taxes (non-current liabilities) and $1 million in other non-current assets. As of December 31, 2015 , the Company had gross federal and state net operating loss carryforwards of $1,650 million which is net of losses limited due to the October 2012 ownership change, losses related to excess tax benefits of share-based payments and unrecognized tax benefits. The federal net operating loss carryforwards expire between 2020 and 2033 and the state net operating loss carryforwards expire between 2016 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. Since October 2012, the Company generated $11 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 $4 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. 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, 2015 , the Company’s gross liability for unrecognized tax benefits was $78 million , of which $34 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 2015 tax years remain subject to examination by federal and certain state tax authorities. In significant foreign jurisdictions, tax returns for the 2008 through 2015 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 $3 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 recorded a reduction of interest expense of $1 million for the year ended December 31, 2015 , no change to interest expense for the year ended December 31, 2014 and a reduction of interest expense of $2 million for the year ended December 31, 2013 . The rollforward of unrecognized tax benefits are summarized in the table below: Unrecognized tax benefits—January 1, 2013 $ 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 Gross increases—tax positions in prior periods 1 Gross decreases—tax positions in prior periods (8 ) Gross increases—tax positions in current period 3 Settlements (1 ) Reduction due to lapse of statute of limitations (2 ) Unrecognized tax benefits—December 31, 2014 106 Gross decreases—tax positions in prior periods (4 ) Gross increases—tax positions in current period 1 Settlements (23 ) Reduction due to lapse of statute of limitations (2 ) Unrecognized tax benefits—December 31, 2015 $ 78 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. With respect to any remaining residual 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. |
Note 11. Restructuring Costs Re
Note 11. Restructuring Costs Restructuring Costs (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTS The restructuring charge for the year ended December 31, 2015 was $10 million . The components of the restructuring charges for the years ended December 31, 2015 , 2014 and 2013 were as follows: Years Ended December 31, 2015 2014 2013 Personnel-related costs (1) $ 3 $ — $ — Facility-related costs (2) 3 (1 ) 3 Accelerated depreciation related to asset disposals — — 1 Other restructuring costs (3) 4 — — Total restructuring charges $ 10 $ (1 ) $ 4 _______________ (1) Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. (2) Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, lease payments that will continue to be incurred under the contract for its remaining term without economic benefit to the Company and other facility and employee relocation related costs. (3) Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities. 2015-2016 Business Optimization Initiative During the fourth quarter of 2015, the Company implemented a business optimization initiative that focuses on maximizing the efficiency and effectiveness of the cost structure of each of the Company's business units. The action is designed to improve client service levels across each of the business units while enhancing the Company's profitability and incremental margins. The plan focuses on several key areas of opportunity which include process improvement efficiencies, office footprint optimization, leveraging technology and media spend, centralized procurement and organizational design. Activities undertaken in connection with the restructuring plan are expected to be substantially completed by the end of 2016. The following is a reconciliation of the beginning and ending restructuring reserve balances for the 2015-2016 Business Optimization Initiative: Personnel-related costs Facility-related costs Accelerated depreciation related to asset disposals Other restructuring costs Total Balance at October 1, 2015 $ — $ — $ — $ — $ — Restructuring charges 3 3 — 4 10 Costs paid or otherwise settled — — — (1 ) (1 ) Balance at December 31, 2015 $ 3 $ 3 $ — $ 3 $ 9 The following is a reconciliation of the total amounts expected to be incurred from the 2015-2016 Business Optimization Initiative: Total amount expected to be incurred Amount incurred in 2015 Total amount remaining to be incurred Personnel-related costs $ 17 $ 3 $ 14 Facility-related costs 13 3 10 Accelerated depreciation related to asset disposals 1 — 1 Other restructuring costs 6 4 2 Total $ 37 $ 10 $ 27 The following is a reconciliation of the total amounts expected to be incurred from the 2015-2016 Business Optimization Initiative by reportable segment: Total amount expected to be incurred Amount incurred in 2015 Total amount remaining to be incurred Real Estate Franchise Services $ 2 $ — $ 2 Company Owned Real Estate Brokerage Services 20 5 15 Relocation Services 8 1 7 Title and Settlement Services 1 — 1 Corporate and Other 6 4 2 Total $ 37 $ 10 $ 27 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. |
Note 12. Stock-Based Compensati
Note 12. Stock-Based Compensation Stock-Based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company has stock-based compensation plans available under which incentive equity awards such as non-qualified stock options, rights to purchase shares of common stock, restricted stock, restricted stock units and performance share units ("PSUs") may be issued to employees, consultants or directors of Realogy. Time vested options granted under the plans generally vest ratably over a four -year period and have a ten -year contractual term. Restricted stock, restricted stock units and performance share units granted under the plans generally vest over a three -year period. In February 2014, the Company adopted a retirement provision for equity grants which provides for continued vesting of awards once an employee has attained the age of 65 years , or 55 years of age or older plus at least ten years of tenure with the Company provided they have been employed or provided services to the Company for one year following the date of grant or start of the performance period. Awards granted in 2014 included a mix of PSUs, restricted stock unit awards and options. The 2014 PSUs are incentives that reward grantees based upon the Company's financial performance over a three -year performance period ending December 31, 2016. The 2014 PSUs contain two performance metrics: (1) improvement in the Company's net debt leverage ratio measured as of December 31, 2016, defined as the ratio of the Company's net debt at December 31, 2016 to Adjusted EBITDA (as defined under the senior secured credit facility) for the year ending December 31, 2016, and (2) improvement in the Company's operating margin defined as Adjusted EBITDA divided by net revenues, each for the year ending December 31, 2016. The number of shares that may be issued under the PSU is variable and based upon the extent to which the performance goals are achieved over the performance period (with a range of payout from 0% to 200% of the target award). The shares earned will be distributed in early 2017. Consistent with the 2014 long-term incentive equity awards, the 2015 awards include a mix of PSUs, restricted stock units (performance restricted stock units for the CEO and direct reports) and options. The 2015 PSUs are incentives that reward grantees based upon the Company's financial performance over a three -year performance period ending December 31, 2017. There are two PSU awards: one is based upon the total stockholder return of Realogy's common stock relative to the total stockholder return of the SPDR S&P Homebuilders Index ("XHB") (the "RTSR award"), and the other is based upon the achievement of cumulative free cash flow goals. The number of shares that may be issued under the PSU is variable and based upon the extent to which the performance goals are achieved over the performance period (with a range of payout from 0% to 175% of target for the RTSR award and 0% to 200% of target for the achievement of cumulative free cash flow award). The shares earned will be distributed in early 2018. The restricted stock units vest over three years, with 33.33% vesting on each anniversary of the grant date. Time-vesting of the 2015 performance restricted stock units for the CEO and direct reports is conditioned upon achievement of a minimum EBITDA performance goal for 2015. The stock options have a maximum term of ten years and vest over four years, with 25% vesting on each anniversary date of the grant date. The options have an exercise price equal to the closing sale price of the Company's common stock on the date of grant. The total number of shares authorized for issuance under the plans is 9.6 million shares. As of December 31, 2015 , the total number of shares available for future grants under the plans was 1.4 million shares. The fair value of restricted stock, restricted stock units and performance share units without a market condition is equal to the closing sale price of the Company's common stock on the date of grant. The fair value of the RTSR PSU award was estimated on the date of grant using the Monte Carlo Simulation method utilizing the following assumptions. Expected volatility was based on historical volatilities of the Company and select comparable companies. 2015 RTSR PSU Weighted average grant date fair value $ 41.08 Weighted average expected volatility 25.1 % Weighted average volatility of XHB 21.1 % Weighted average correlation coefficient 0.57 Weighted average risk-free interest rate 1.0 % Weighted average dividend yield — A summary of restricted stock and restricted stock unit activity for the year ended December 31, 2015 is presented below (number of shares in millions): Restricted Stock Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at January 1, 2015 0.09 $ 27.14 0.74 $ 45.83 Granted — — 0.63 46.40 Vested (a) (0.09 ) 27.14 (0.31 ) 45.13 Forfeited — — (0.04 ) 46.31 Unvested at December 31, 2015 — $ — 1.02 $ 46.36 _______________ (a) The total fair value of restricted stock and restricted stock units which vested during the year ended December 31, 2015 was $2 million and $14 million , respectively. A summary of performance share unit activity for the year ended December 31, 2015 is presented below (number of shares in millions): Performance Share Units (a) Weighted Average Grant Date Fair Value Unvested at January 1, 2015 0.37 $ 46.63 Granted 0.52 43.69 Vested (b) (0.03 ) 43.72 Unvested at December 31, 2015 0.86 $ 44.97 _______________ (a) The PSU amounts in the table are shown at the target amount of the award. (b) The total fair value of PSUs which vested during the year ended December 31, 2015 was approximately $1 million . 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 the Company and select 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. 2015 Options 2014 Options 2013 Options Weighted average grant date fair value $ 17.66 $ 18.35 $ 19.78 Weighted average expected volatility 36.1 % 41.5 % 43.6 % Weighted average expected term (years) 6.25 6.25 6.25 Weighted average risk-free interest rate 1.6 % 1.4 % 1.7 % Weighted average dividend yield — — — A summary of stock option unit activity for the year ended December 31, 2015 is presented below (number of shares in millions): Options Weighted Average Exercise Price Outstanding at January 1, 2015 3.22 $ 30.02 Granted 0.18 46.45 Exercised (a) (b) (0.21 ) 22.09 Forfeited/Expired (0.04 ) 32.48 Outstanding at December 31, 2015 (c) 3.15 $ 31.42 _______________ (a) The intrinsic value of options exercised during the year ended December 31, 2015 was $5 million . (b) Cash received from options exercised during the year ended December 31, 2015 was $5 million . (c) Options outstanding at December 31, 2015 had an intrinsic value of $31 million and have a weighted average remaining contractual life of 6.6 years. The following table summarizes information regarding exercisable stock options as of December 31, 2015 : Range of Exercise Prices Options Vested (a) Weighted Average Exercise Price Aggregate Intrinsic Value $15.00 to $50.00 1.98 $ 24.93 $ 24.7 $50.00 and above 0.09 $ 140.86 — _______________ (a) Exercisable stock options as of December 31, 2015 have a weighted average remaining contractual life of 7.4 years . Stock-Based Compensation Expense As of December 31, 2015 , based on current performance achievement expectations, there was $40 million of unrecognized compensation cost related to incentive equity awards under the plans which will be recorded in future periods as compensation expense over a remaining weighted average period of approximately 1.2 years . The Company recorded stock-based compensation expense related to the incentive equity awards of $57 million , $41 million and $19 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. 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. Under the Phantom Value Plan, each participant was eligible to receive a cash payment in the same proportion to his or her Incentive Award as the cash received by RCIV Holdings ("RCIV"), an affiliate of Apollo, upon the sale of shares of common stock bore to $1.338 billion (the face amount of the Realogy Group convertible debt issued to RCIV in January 2011 in exchange for debt it had previously purchased). The sale of shares by RCIV in the second and third quarter of 2013 triggered payments under the Phantom Value Plan. All of the participants elected to receive their payments 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 vested based on the participants' continued employment, on the first anniversary of issuance. The Company recognized stock compensation expense of $2 million related to the issuance of restricted shares of common stock during the year ended December 31, 2014. The Company 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. No further expense will be recorded in connection with the Phantom Value Plan as the shares of restricted stock have fully vested. |
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, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | TRANSACTIONS WITH FORMER PARENT AND SUBSIDIARIES Transfer of Cendant Corporate Liabilities and Issuance of Guarantees to Cendant and Affiliates Realogy Group (then Realogy Corporation) separated from Cendant on July 31, 2006 (the "Separation"), pursuant to a plan by Cendant (now known as Avis Budget Group, Inc.) to separate into four independent companies— one for each of Cendant's business units—real estate services (Realogy), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). Realogy Group 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 Realogy Group assumed and is generally responsible for 62.5% . Upon separation from Cendant, the liabilities assumed by Realogy Group 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, Realogy Group 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 $31 million and $51 million at December 31, 2015 and 2014 , respectively. 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. |
Note 14. Commitments And Contin
Note 14. Commitments And Contingencies Commitments And Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in claims, legal proceedings, alternative dispute resolution 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—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against NRT for breach of contract, wage and hour classification claims, wrongful discharge and unemployment and workers' compensation and obtain benefits, back wages, overtime, indemnification, penalties related to classification practices 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, misrepresentation or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services as well as other brokerage claims associated with listing information and property history; 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. Real Estate Business Litigation 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 Company believes that CBRBC has properly classified the sales associates as independent contractors, would have significant defenses to the claims asserted in this action and continues to operate in a manner consistent with applicable law and longstanding, widespread industry practice for many decades. To avoid further litigation expense, we entered into a settlement on May 5, 2015. The settlement requires court approval and was accrued for as of June 30, 2015. In entering into this settlement, CBRBC made no admission of wrongdoing or liability, and is not obligated to change its business structures. The court granted final approval of the settlement in January 2016. Strader and Hall v. PHH Corporation, et al. (U.S. District Court for the Central District of California). This is a purported class action brought by two California residents against 15 defendants, including Realogy and certain of its subsidiaries, PHH Corporation and PHH Home Loans, LLC (a joint venture between Realogy and PHH), alleging violations of Section 8(a) of RESPA. Plaintiffs seek to represent two subclasses comprised of all persons in the United States who, since January 31, 2005, (1) obtained a RESPA-covered mortgage loan from either (a) PHH Home Loans, LLC or one of its subsidiaries, or (b) one of the mortgage services managed by PHH Corporation for other lenders, and (2) paid a fee for title insurance or settlement services to TRG or one of its subsidiaries. Plaintiffs allege, among other things, that PHH Home Loans, LLC operates in violation of RESPA and that the other defendants violate RESPA by referring business to one another under agreements or arrangements that are prohibited by RESPA. Plaintiffs seek treble damages and an award of attorneys’ fees, costs and disbursements. On February 5, 2016, the defendants filed a motion to dismiss the case claiming that not only to do the claims lack merit, but they are time-barred under RESPA's one-year statute of limitations. In seeking a dismissal of the case, the defendants assert that the plaintiffs are not entitled to "equitable tolling" or suspension of the statute of limitations because they have failed to prove that (1) they pursued their rights diligently and (2) an extraordinary circumstance outside of their control caused their delay in bringing the action. The case raises significant and various previously unlitigated claims. As with all class action litigation, the case is inherently complex and subject to many uncertainties. We believe that we and the joint venture have complied with RESPA, the regulations promulgated thereunder and existing regulatory guidance. 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 and the novel claims and issues presented, we cannot estimate a range of reasonably potential losses for this litigation. The Company 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, regulatory actions 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 and anti-competition claims, general fraud claims, employment law claims, including claims challenging the classification of our sales associates as independent contractors, wage and hour classification claims 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 against the Company will have a material adverse effect on our consolidated financial position, results of operations or cash flows. 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. 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, 2015 and 2014 . 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 its customers, the Company administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250 thousand . These escrow and trust deposits totaled $308 million and $251 million at December 31, 2015 and 2014 , 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, 2015 are as follows: Year Amount 2016 $ 151 2017 125 2018 93 2019 72 2020 53 Thereafter 179 $ 673 Capital lease obligations were $26 million , net of $2 million of imputed interest, at December 31, 2015 and $19 million , net of $1 million of imputed interest, at December 31, 2014 . The Company incurred rent expense of $179 million , $166 million and $165 million for the years ended December 31, 2015 , 2014 and 2013 , 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, 2015 are approximately $58 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 increased to $4 million in 2014, where it will generally remain through 2058. Future minimum payments for these purchase commitments and minimum licensing fees as of December 31, 2015 are as follows: Year Amount 2016 $ 49 2017 18 2018 9 2019 6 2020 6 Thereafter 235 $ 323 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 and sales 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. The maximum potential amount of future payments that the Company would be required to make under such guarantees is approximately $13 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, 2015 and 2014 , the Consolidated Balance Sheets include approximately $31 million and $27 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, assuming no negligence on our part, the Company is not liable for losses under those policies but rather the title insurer is typically liable for such losses. 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 per occurrence, 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 $21 million at December 31, 2015 and 2014 , respectively. |
Note 15. Equity (Deficit) Equit
Note 15. Equity (Deficit) Equity (Deficit) (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Changes in Accumulated Other Comprehensive Loss The components of accumulated other comprehensive losses are as follows: Currency Translation Adjustments (1) Minimum Pension Liability Adjustment Accumulated Other Comprehensive Loss (2) Balance at January 1, 2013 $ 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 ) Other comprehensive loss before reclassifications (4 ) (24 ) (28 ) Amounts reclassified from accumulated other comprehensive income — 1 (3) 1 Income tax benefit 2 9 11 Current period change (2 ) (14 ) (16 ) Balance at December 31, 2014 — (35 ) (35 ) Other comprehensive income (loss) before reclassifications (4 ) 1 (3 ) Amounts reclassified from accumulated other comprehensive income — 2 (3) 2 Income tax (expense) benefit 1 (1 ) — Current period change (3 ) 2 (1 ) Balance at December 31, 2015 $ (3 ) $ (33 ) $ (36 ) _______________ (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, 2015 , 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 , $1 million and $2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. These amounts were reclassified from accumulated other comprehensive income to the general and administrative expenses line on the statement of operations. 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 for the years ended December 31, 2015 , December 31, 2014 and December 31, 2013 Total equity 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, 2015 , December 31, 2014 and December 31, 2013 . Realogy Group Stockholder’s Equity Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at January 1, 2013 — $ — $ 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 Net income — — — 143 — 4 147 Other comprehensive income — — — — (16 ) — (16 ) Contributions from Realogy Holdings — — 6 — — — 6 Stock-based compensation — — 36 — — — 36 Dividends — — — — — (4 ) (4 ) Capital contributions from noncontrolling interests — — — — — 1 1 Balance at December 31, 2014 — $ — $ 5,678 $ (3,464 ) $ (35 ) $ 4 $ 2,183 Net income — — — 184 — 4 188 Other comprehensive income — — — — (1 ) — (1 ) Contributions from Realogy Holdings — — 5 — — — 5 Stock-based compensation — — 51 — — — 51 Dividends — — — — — (4 ) (4 ) Balance at December 31, 2015 — $ — $ 5,734 $ (3,280 ) $ (36 ) $ 4 $ 2,422 |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | EARNINGS PER SHARE Earnings per share attributable to Realogy Holdings Basic earnings per share is computed based on net income attributable to Realogy Holdings stockholders divided by the basic 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 per share: Year Ended December 31, (in millions, except shares and per share data) 2015 2014 2013 Net income attributable to Realogy Holdings shareholders $ 184 $ 143 $ 438 Basic weighted average shares 146.5 146.0 145.4 Stock options, restricted stock, restricted stock units and performance share units (a) 1.6 1.2 1.2 Weighted average diluted shares 148.1 147.2 146.6 Earnings Per Share: Basic $ 1.26 $ 0.98 $ 3.01 Diluted $ 1.24 $ 0.97 $ 2.99 _______________ (a) Excludes 3.5 million , 3.3 million and 2.8 million shares of common stock issuable for incentive equity awards for the years ended December 31, 2015 , 2014 and 2013, respectively, which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation. |
Risk Management and Fair Value
Risk Management and Fair Value of Financial Instruments (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Risk Management and Fair Value of Financial Instruments [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 The Company is exposed to market risk from changes in interest rates primarily through senior secured debt. At December 31, 2015 , 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 and Term Loan A Facility. Given that borrowings under the Senior Secured Credit Agreement and Term Loan A Facility are generally based upon LIBOR, this rate will be the Company's primary market risk exposure for the foreseeable future. At December 31, 2015 , the Company had variable interest rate long-term debt, which was based on LIBOR from the outstanding term loans and revolver of $2,502 million , excluding $247 million of securitization obligations. The Company has interest rate swaps with an aggregate notional value of $1,475 million to manage a portion of the Company's exposure to changes in interest rate associated with variable rate borrowings. The fixed interest rates on the swaps range from 2.07% 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, 2015 . 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 $47 million for the fair value of the interest rate swaps at December 31, 2015 . 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, 2015 , 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, 2015 , NRT generated approximately 27% of its revenues from California, 23% from the New York metropolitan area and 10% from Florida. For the year ended December 31, 2014 , 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, 2013 , NRT generated approximately 28% of its revenues from California, 24% from the New York metropolitan area and 10% 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, Swiss Franc, Canadian Dollar and British Pound. 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, 2015 , the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $33 million . As of December 31, 2014 , the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $27 million . 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 interest rate swaps with an aggregate notional value of $1,475 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $225 July 2012 February 2018 $200 January 2013 February 2018 $600 August 2015 August 2020 $450 November 2017 November 2022 The swaps help to protect our outstanding variable rate borrowings from future interest rate volatility. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. The fair value of derivative instruments was as follows: Liability Derivatives Fair Value Not Designated as Hedging Instruments Balance Sheet Location December 31, 2015 December 31, 2014 Interest rate swap contracts Other non-current liabilities $ 47 $ 40 The effect of derivative instruments on earnings is as follows: Derivative Instruments Not Designated as Hedging Instruments Location of (Gain) or Loss Recognized for Derivative Instruments (Gain) or Loss Recognized on Derivatives Year Ended December 31, 2015 2014 2013 Interest rate swap contracts Interest expense $ 20 $ 32 $ (4 ) Foreign exchange contracts Operating expense (2 ) (3 ) — 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, 2015 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) $ — $ 47 $ — $ 47 Deferred compensation plan assets (included in other non-current assets) 3 — — 3 The following table summarizes fair value measurements by level at December 31, 2014 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) $ — $ 40 $ — $ 40 Deferred compensation plan assets (included in other non-current assets) 2 — — 2 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: December 31, 2015 December 31, 2014 Principal Amount Estimated Fair Value (a) Principal Amount Estimated Fair Value (a) Senior Secured Credit Facility: Revolving Credit Facility $ 200 $ 200 $ — $ — Term Loan B Facility 1,867 1,849 1,887 1,834 Term Loan A Facility 435 426 — — 7.625% First Lien Notes — — 593 633 9.00% First and a Half Lien Notes — — 196 215 3.375% Senior Notes 500 500 500 500 4.50% Senior Notes 450 464 450 449 5.25% Senior Notes 300 308 300 291 Securitization obligations 247 247 269 269 _______________ (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, 2015 | |
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) Year Ended December 31, 2015 2014 2013 Real Estate Franchise Services $ 755 $ 716 $ 690 Company Owned Real Estate Brokerage Services 4,344 4,078 3,990 Relocation Services 415 419 419 Title and Settlement Services 487 398 467 Corporate and Other (c) (295 ) (283 ) (277 ) Total Company $ 5,706 $ 5,328 $ 5,289 _______________ (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 $295 million for the year ended December 31, 2015 , $283 million for the year ended December 31, 2014 and $277 million for the year ended December 31, 2013 . 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 $49 million for the year ended December 31, 2015 , $42 million for the year ended December 31, 2014 and $43 million for the year ended December 31, 2013 . 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) Year Ended December 31, 2015 2014 2013 Real Estate Franchise Services $ 495 $ 463 $ 448 Company Owned Real Estate Brokerage Services 199 193 206 Relocation Services 105 102 104 Title and Settlement Services 48 36 50 Corporate and Other (b) (121 ) (107 ) (155 ) Total Company $ 726 $ 687 $ 653 ______________ (a) Includes $48 million related to the loss on the early extinguishment of debt and restructuring charges of $10 million , partially offset by a net benefit of $15 million of former parent legacy items for the year ended December 31, 2015 . Includes $47 million related to the loss on the early extinguishment of debt, $10 million of transaction and integration costs related to the ZipRealty acquisition and $2 million related to the Phantom Value Plan, partially offset by a net benefit of $10 million of former parent legacy items and the reversal of a prior year restructuring reserve of $1 million for the year ended December 31, 2014 . Includes $68 million 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 . (b) Includes the elimination of transactions between segments. Provided below is a reconciliation of EBITDA to Net income attributable to Realogy Holdings and Realogy Group: Year Ended December 31, 2015 2014 2013 EBITDA $ 726 $ 687 $ 653 Less: Depreciation and amortization 201 190 176 Interest expense, net 231 267 281 Income tax (benefit) expense 110 87 (242 ) Net income attributable to Realogy Holdings and Realogy Group $ 184 $ 143 $ 438 Depreciation and Amortization Year Ended December 31, 2015 2014 2013 Real Estate Franchise Services $ 77 $ 75 $ 75 Company Owned Real Estate Brokerage Services 46 42 35 Relocation Services 33 43 44 Title and Settlement Services 25 15 11 Corporate and Other 20 15 11 Total Company $ 201 $ 190 $ 176 Segment Assets As of December 31 2015 2014 Real Estate Franchise Services $ 4,534 $ 4,574 Company Owned Real Estate Brokerage Services 1,140 1,002 Relocation Services 1,126 1,155 Title and Settlement Services 382 308 Corporate and Other 349 265 Total Company $ 7,531 $ 7,304 Capital Expenditures Year Ended December 31, 2015 2014 2013 Real Estate Franchise Services $ 8 $ 10 $ 6 Company Owned Real Estate Brokerage Services 41 33 29 Relocation Services 14 9 6 Title and Settlement Services 8 8 11 Corporate and Other 13 11 10 Total Company $ 84 $ 71 $ 62 The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries. United States All Other Countries Total On or for the year ended December 31, 2015 Net revenues $ 5,579 $ 127 $ 5,706 Total assets 7,450 81 7,531 Net property and equipment 252 2 254 On or for the year ended December 31, 2014 Net revenues $ 5,201 $ 127 $ 5,328 Total assets 7,219 85 7,304 Net property and equipment 232 1 233 On or for the year ended December 31, 2013 Net revenues $ 5,167 $ 122 $ 5,289 Total assets 6,998 94 7,092 Net property and equipment 204 1 205 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Provided below is selected unaudited quarterly financial data for 2015 and 2014 . 2015 First Second Third Fourth Net revenues Real Estate Franchise Services $ 151 $ 213 $ 214 $ 177 Company Owned Real Estate Brokerage Services 796 1,289 1,267 992 Relocation Services 85 108 124 98 Title and Settlement Services 87 128 147 125 Other (a) (57 ) (87 ) (84 ) (67 ) $ 1,062 $ 1,651 $ 1,668 $ 1,325 Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) Real Estate Franchise Services $ 67 $ 127 $ 133 $ 92 Company Owned Real Estate Brokerage Services (28 ) 75 82 8 Relocation Services (1 ) 22 39 16 Title and Settlement Services (7 ) 16 9 5 Other (89 ) (83 ) (81 ) (120 ) $ (58 ) $ 157 $ 182 $ 1 Net income (loss) attributable to Realogy Holdings and Realogy Group $ (32 ) $ 97 $ 110 $ 9 Income (loss) per share attributable to Realogy Holdings (c) : Basic income (loss) per share $ (0.22 ) $ 0.66 $ 0.75 $ 0.06 Diluted income (loss) per share $ (0.22 ) $ 0.66 $ 0.74 $ 0.06 _______________ (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 $48 million in the fourth quarter; • former parent legacy benefit of $1 million and $14 million in the second and third quarters, respectively; and • restructuring charges of $10 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 (see Note 16 "Earnings Per Share" for further information). 2014 First Second Third Fourth Net revenues Real Estate Franchise Services $ 144 $ 196 $ 199 $ 177 Company Owned Real Estate Brokerage Services 750 1,182 1,175 971 Relocation Services 86 107 125 101 Title and Settlement Services 81 108 111 98 Other (a) (54 ) (81 ) (79 ) (69 ) $ 1,007 $ 1,512 $ 1,531 $ 1,278 Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) Real Estate Franchise Services $ 61 $ 117 $ 118 $ 91 Company Owned Real Estate Brokerage Services (28 ) 78 77 15 Relocation Services (3 ) 16 37 13 Title and Settlement Services (8 ) 14 11 6 Other (99 ) (109 ) (76 ) (106 ) $ (77 ) $ 116 $ 167 $ 19 Net income (loss) attributable to Realogy Holdings and Realogy Group $ (46 ) $ 68 $ 100 $ 21 Income (loss) per share attributable to Realogy Holdings (c) : Basic income (loss) per share $ (0.32 ) $ 0.47 $ 0.68 $ 0.14 Diluted income (loss) per share $ (0.32 ) $ 0.46 $ 0.68 $ 0.14 _______________ (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 $10 million in the first quarter, $17 million in the second quarter and $20 million in the fourth quarter; • former parent legacy cost (benefit) of $1 million , $(2) million and $(9) million in the first, third and fourth quarters, respectively; and • reversal of prior year restructuring reserve of $1 million in the third 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 20. Subsequent Events Subs
Note 20. Subsequent Events Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | On February 24, 2016, the Company announced that its Board of Directors authorized a share repurchase program of up to $275 million of the company’s common stock. Repurchases may be made at management's discretion from time to time on the open market or through privately negotiated transactions. The size and timing of these repurchases will depend on price, market and economic conditions, legal and contractual requirements and other factors. The repurchase program has no time limit and may be suspended or discontinued at any time. The Company had approximately 146.7 million shares of common stock outstanding as of December 31, 2015. |
Note 2. Summary of Significan28
Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 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 alliance 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. Non-standard incentives are recorded as a reduction to revenue ratably over the related performance period or from the date of issuance through the remaining life of the related franchise agreement. Franchise revenue also includes initial franchise fees and initial area development 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. 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 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] | 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 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. |
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 $8 million and $10 million at December 31, 2015 and 2014 , 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 $194 million , $188 million and $174 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Deferred Charges, Policy [Policy Text Block] | DEBT ISSUANCE COSTS Debt issuance 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. In the fourth quarter of 2015, the Company early adopted Accounting Standards Update— Simplifying the Presentation of Debt Issuance Costs , requiring that debt issuance costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The change in presentation is reflected retroactively. |
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. In the fourth quarter of 2015, the Company early adopted Accounting Standards Update —Balance Sheet Classification of Deferred Taxes , requiring that deferred tax assets and deferred tax liabilities be presented as non-current in a classified balance sheet. This standard simplifies current guidance, which requires that deferred tax assets and deferred tax liabilities be separately presented as current and non-current in a classified balance sheet. The change in presentation is reflected retroactively. |
Derivatives, Policy [Policy Text Block] | DERIVATIVE INSTRUMENTS The Company records derivatives and hedging activities on the balance sheet at their respective fair values. 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, Swiss Franc, Canadian Dollar and British Pound. The Company has not elected 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 interest rate swaps with an aggregate notional value of $1,475 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $225 July 2012 February 2018 $200 January 2013 February 2018 $600 August 2015 August 2020 $450 November 2017 November 2022 The Company has not elected 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, 2015 and 2014 , the Company had various equity method investments aggregating $65 million and $61 million , respectively, which are 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 created for the purpose of originating and selling mortgage loans primarily sourced through the Company’s real estate brokerage and relocation businesses. PHH Corporation ("PHH") owns the remaining percentage. The Company’s maximum exposure to loss with respect to its investment in PHH Home Loans is limited to its equity investment of $58 million at December 31, 2015 . In connection with the joint venture, the Company recorded equity earnings related to its investment in PHH Home Loans of $14 million , $8 million and $24 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company received cash dividends from PHH Home Loans of $10 million , $3 million and $40 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. The following presents the summarized financial information for PHH Home Loans: December 31, 2015 2014 Balance sheet data: Total assets $ 491 $ 480 Total liabilities 379 375 Total members’ equity 112 105 Year Ended December 31, 2015 2014 2013 Statement of operations data: Total revenues $ 233 $ 200 $ 282 Total expenses 205 185 235 Net income 28 15 47 |
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, generally from 1 to 5 years, when such software is substantially ready for use. The net carrying value of software developed or obtained for internal use was $79 million and $85 million at December 31, 2015 and 2014 , 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 $3,618 million and $756 million , respectively, at December 31, 2015 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 2015 , 2014 and 2013 , 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 2015 , 2014 or 2013 . 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 2015 , 2014 or 2013 . |
Cash Flow, Supplemental Disclosures [Text Block] | SUPPLEMENTAL CASH FLOW INFORMATION Significant non-cash transactions in 2015 included $17 million in capital lease additions, which resulted in non-cash accruals to fixed assets and other long-term liabilities. Significant non-cash transactions in 2014 included $8 million in capital lease additions, which resulted in non-cash accruals to fixed assets and other long-term liabilities. Significant non-cash transactions in 2013 included non-cash issuances 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. |
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 including non-qualified stock options, restricted stock, restricted stock units and performance share units . The fair value of non-qualified stock options is estimated using the Black-Scholes option pricing model on the grant date and is recognized as expense over the service period based on the vesting requirements. The fair value of r estricted stock, restricted stock units and performance share units without a market condition is measured based on the closing price of the Company's common stock on the grant date and is recognized as expense over the service period of the award, or when requisite performance metrics or milestones are probable of being achieved . The fair value of awards with a market condition are estimated using the Monte Carlo simulation method and expense is recognized on a straight-line basis over the requisite service period of the award. 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") —Simplifying the Presentation of Debt Issuance Costs , requiring that debt issuance costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the amendment, debt issuance costs were recognized as deferred charges and recorded as other assets. The amendments in this ASU are effective for the Company’s fiscal year beginning January 1, 2016 and subsequent interim periods, with earlier adoption permitted. The Company elected to early adopt this ASU in the fourth quarter of 2015. The election requires retrospective application to all prior periods presented in the financial statements and represents a change in accounting principle. Adoption of the ASU resulted in the reclassification of debt issuance costs from deferred financing costs in other assets to a reduction in the carrying amount of the related debt liability within the Company’s consolidated balance sheets. As a result of the adoption, the December 31, 2014 indebtedness table has been restated as follows: December 31, 2014 Previously Reported Balance Effect of Accounting Principle Adoption Adjusted Balance Senior Secured Credit Facility: Term Loan B Facility $ 1,871 $ 18 $ 1,853 7.625% First Lien Notes 593 7 586 9.00% First and a Half Lien Notes 196 2 194 3.375% Senior Notes 500 3 497 4.50% Senior Notes 450 21 429 5.25% Senior Notes 300 4 296 Total Short Term & Long Term Debt $ 3,910 $ 55 $ 3,855 The debt issuance costs related to our revolving credit facilities, including securitization obligations, remain classified as an asset within other assets. In November 2015, the FASB issued ASU —Balance Sheet Classification of Deferred Taxes , requiring an entity to present deferred tax assets and deferred tax liabilities as non-current in its classified balance sheet. The ASU simplifies current guidance, which requires an entity to separately present deferred tax assets and deferred tax liabilities as current and non-current in its classified balance sheet. Entities are permitted to apply the amendments either prospectively or retrospectively. The ASU is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. The Company elected to early adopt this ASU in the fourth quarter of 2015 and applied its provisions retrospectively to all prior periods presented in the financial statements. The election represents a change in accounting principle. As a result of the early adoption of these two ASUs, the December 31, 2014 Consolidated Balance Sheet is restated as follows: December 31, 2014 Effect of Accounting Principle Adoption Previously Reported Balance Simplifying the Presentation of Debt Issuance Costs Balance Sheet Classification of Deferred Taxes Adjusted Balance ASSETS Current assets: Deferred income taxes $ 180 $ — $ (180 ) $ — Total current assets 1,026 — (180 ) 846 Other non-current assets 230 (55 ) 1 176 Total assets 7,538 (55 ) (179 ) 7,304 LIABILITIES AND EQUITY Long-term debt $ 3,891 $ (55 ) $ — $ 3,836 Deferred income taxes 350 — (179 ) 171 Total liabilities 5,355 (55 ) (179 ) 5,121 Total liabilities and equity 7,538 (55 ) (179 ) 7,304 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company considers the applicability and impact of all Accounting Standards Updates ("ASU"). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In May 2014, the FASB and IASB issued a converged standard on revenue recognition that will have an effect on most companies to some extent. The objective of the revenue standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and the timing of revenue recognition. The new standard, as initially released, would be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and early adoption would not be permitted. In July 2015, the FASB deferred the effective date of the new revenue standard by one year resulting in the new revenue standard being effective for fiscal years and interim periods beginning after December 15, 2017 and allowing entities to adopt one year earlier if they so elect. The new standard permits for two alternative implementation methods, the use of either (1) full retrospective application to each prior reporting period presented or (2) modified retrospective application in which the cumulative effect of initially applying the revenue standard is recognized as an adjustment to the opening balance of retained earnings in the period of adoption. The Company plans to adopt the new standard in the first quarter of 2018 but has not yet determined the method by which the standard will be adopted. The Company is currently evaluating the impact of the standard on its consolidated financial statements but does not expect the new standard to have a material impact on the financial results of the Company as the majority of our revenue is recognized at the completion of a homesale transaction and will not be impacted by this new revenue recognition guidance. |
Note 2. Summary of Significan29
Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $225 July 2012 February 2018 $200 January 2013 February 2018 $600 August 2015 August 2020 $450 November 2017 November 2022 Notional Value (in millions) Commencement Date Expiration Date $225 July 2012 February 2018 $200 January 2013 February 2018 $600 August 2015 August 2020 $450 November 2017 November 2022 |
Summarized Financial Information PHHHL [Table Text Block] | The following presents the summarized financial information for PHH Home Loans: December 31, 2015 2014 Balance sheet data: Total assets $ 491 $ 480 Total liabilities 379 375 Total members’ equity 112 105 Year Ended December 31, 2015 2014 2013 Statement of operations data: Total revenues $ 233 $ 200 $ 282 Total expenses 205 185 235 Net income 28 15 47 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | As a result of the adoption, the December 31, 2014 indebtedness table has been restated as follows: December 31, 2014 Previously Reported Balance Effect of Accounting Principle Adoption Adjusted Balance Senior Secured Credit Facility: Term Loan B Facility $ 1,871 $ 18 $ 1,853 7.625% First Lien Notes 593 7 586 9.00% First and a Half Lien Notes 196 2 194 3.375% Senior Notes 500 3 497 4.50% Senior Notes 450 21 429 5.25% Senior Notes 300 4 296 Total Short Term & Long Term Debt $ 3,910 $ 55 $ 3,855 |
New Accounting Pronouncement, Early Adoption [Table Text Block] | As a result of the early adoption of these two ASUs, the December 31, 2014 Consolidated Balance Sheet is restated as follows: December 31, 2014 Effect of Accounting Principle Adoption Previously Reported Balance Simplifying the Presentation of Debt Issuance Costs Balance Sheet Classification of Deferred Taxes Adjusted Balance ASSETS Current assets: Deferred income taxes $ 180 $ — $ (180 ) $ — Total current assets 1,026 — (180 ) 846 Other non-current assets 230 (55 ) 1 176 Total assets 7,538 (55 ) (179 ) 7,304 LIABILITIES AND EQUITY Long-term debt $ 3,891 $ (55 ) $ — $ 3,836 Deferred income taxes 350 — (179 ) 171 Total liabilities 5,355 (55 ) (179 ) 5,121 Total liabilities and equity 7,538 (55 ) (179 ) 7,304 |
Note 4. Intangible Assets Int30
Note 4. Intangible Assets Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Franchise Services Company Owned Brokerage Services Relocation Services Title and Settlement Services Total Company Goodwill balance at January 1, 2013 $ 2,241 $ 630 $ 360 $ 73 $ 3,304 Goodwill acquired — 31 — — 31 Balance at December 31, 2013 2,241 661 360 73 3,335 Goodwill acquired 51 86 — 5 142 Balance at December 31, 2014 2,292 747 360 78 3,477 Goodwill acquired — 94 — 47 141 Balance at December 31, 2015 $ 2,292 $ 841 $ 360 $ 125 $ 3,618 Goodwill and accumulated impairment summary Gross goodwill $ 3,315 $ 999 $ 641 $ 449 $ 5,404 Accumulated impairment losses (a) (1,023 ) (158 ) (281 ) (324 ) (1,786 ) Balance at December 31, 2015 $ 2,292 $ 841 $ 360 $ 125 $ 3,618 _______________ (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, 2015 As of December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable—Franchise agreements (a) $ 2,019 $ 591 $ 1,428 $ 2,019 $ 524 $ 1,495 Unamortizable—Trademarks (b) $ 745 $ 745 $ 736 $ 736 Other Intangibles Amortizable—License agreements (c) $ 45 $ 8 $ 37 $ 45 $ 7 $ 38 Amortizable—Customer relationships (d) 530 284 246 530 256 274 Unamortizable—Title plant shares (e) 11 11 10 10 Amortizable—Pendings and listings (f) 3 1 2 2 2 — Amortizable—Other (g) 31 11 20 25 6 19 Total Other Intangibles $ 620 $ 304 $ 316 $ 612 $ 271 $ 341 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily relates to the Century 21 ® , Coldwell Banker ® , ERA ® , Corcoran ® , 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 Relocation Services segment, the Title and Settlement Services segment and the Real Estate Franchise Services segment. These relationships are being amortized over a period of 2 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) Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 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, 2015 2014 2013 Franchise agreements $ 67 $ 67 $ 67 License agreements 1 1 1 Customer relationships 28 37 37 Pendings and listings 16 8 3 Other 5 3 1 Total $ 117 $ 116 $ 109 |
Note 5. Franchising and Marke31
Note 5. Franchising and Marketing Activities Franchising and Marketing Activities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 Franchised: Century 21 ® 6,897 6,902 7,109 ERA ® 2,355 2,304 2,314 Coldwell Banker ® 2,258 2,396 2,489 Coldwell Banker Commercial ® 163 167 195 Sotheby’s International Realty ® 794 717 666 Better Homes and Gardens ® Real Estate 304 283 259 12,771 12,769 13,032 Company Owned: ERA ® — — 11 Coldwell Banker ® 708 651 631 Sotheby’s International Realty ® 41 39 32 Corcoran ® /Other 38 37 32 787 727 706 |
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, 2015 2014 2013 Franchised: Beginning balance 12,769 13,032 12,880 Additions 445 311 478 Terminations (443 ) (574 ) (326 ) Ending balance 12,771 12,769 13,032 Company Owned: Beginning balance 727 706 712 Additions 74 38 15 Closures (14 ) (17 ) (21 ) Ending balance 787 727 706 |
Note 6. Property and Equipmen32
Note 6. Property and Equipment, Net Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of: December 31, 2015 2014 Furniture, fixtures and equipment $ 242 $ 224 Capitalized software 310 288 Building and leasehold improvements 213 183 Land 3 3 Gross property and equipment 768 698 Less: accumulated depreciation (514 ) (465 ) Property and equipment, net $ 254 $ 233 |
Note 7. Accrued Expenses And 33
Note 7. Accrued Expenses And Other Current Liabilities Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: December 31, 2015 2014 Accrued payroll and related employee costs $ 140 $ 120 Accrued volume incentives 34 32 Accrued commissions 29 21 Restructuring accruals 9 3 Deferred income 73 73 Accrued interest 13 44 Contingent consideration for acquisitions 27 10 Other 123 108 Accrued expenses and other current liabilities $ 448 $ 411 |
Note 8. Short And Long-Term D34
Note 8. Short And Long-Term Debt Short and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: December 31, 2015 2014 Senior Secured Credit Facility: Revolving Credit Facility $ 200 $ — Term Loan B Facility 1,839 1,853 Term Loan A Facility 433 — 7.625% First Lien Notes — 586 9.00% First and a Half Lien Notes — 194 3.375% Senior Notes 499 497 4.50% Senior Notes 434 429 5.25% Senior Notes 297 296 Total Short-Term & Long-Term Debt $ 3,702 $ 3,855 Securitization Obligations: Apple Ridge Funding LLC $ 238 $ 255 Cartus Financing Limited 9 14 Total Securitization Obligations $ 247 $ 269 |
Schedule of Debt | As of December 31, 2015 , the Company’s borrowing arrangements were as follows: Interest Rate Expiration Date Principal Unamortized Discount and Debt Issuance Costs Net Senior Secured Credit Facility: Revolving Credit Facility (1) (2) October 2020 $ 200 * $ 200 Term Loan B Facility (3) March 2020 1,867 28 1,839 Term Loan A Facility (4) October 2020 435 2 433 Senior Notes 3.375% May 2016 500 1 499 Senior Notes 4.50% April 2019 450 16 434 Senior Notes 5.25% December 2021 300 3 297 Securitization obligations: (5) Apple Ridge Funding LLC (6) June 2016 238 * 238 Cartus Financing Limited (7) August 2016 9 * 9 Total (8) $ 3,999 $ 50 $ 3,949 _______________ * The debt issuance costs related to our Revolving Credit Facility and Securitization Obligations remain classified as a deferred asset within other assets. (1) As of December 31, 2015 , the Company had $815 million of borrowing capacity under its Revolving Credit Facility leaving $615 million of available capacity. On February 19, 2016 , the Company had $200 million outstanding borrowings on the Revolving Credit Facility and no outstanding letters of credit on such facility, leaving $615 million of available capacity. (2) Interest rates with respect to revolving loans under the Term Loan A Facility at December 31, 2015 were based on, at the Company’s option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% . (3) The Term Loan B Facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to the Term Loan B Facility is based on, at the Company’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75% ) or (b) JPMorgan Chase Bank, N.A.’s prime rate (" ABR ") plus 2.00% (with an ABR floor of 1.75% ). (4) The Term Loan A Facility provides for quarterly amortization payments, commencing March 31, 2016, totaling per annum 5% , 5% , 7.5% , 10.0% and 12.5% of the original principal amount of the Term Loan A Facility in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the new Term Loan A Facility are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% . (5) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (6) As of December 31, 2015 , the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $87 million of available capacity. (7) Consists of a £20 million revolving loan facility and a £5 million working capital facility. As of December 31, 2015 , the Company had $38 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $29 million of available capacity. (8) Not included in this table, the Company had $134 million of outstanding letters of credit at December 31, 2015 , of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $81 million was under the unsecured letter of credit facility with a rate of 2.98% . |
Schedule of Maturities of Long-term Debt | As of December 31, 2015 , the combined aggregate amount of maturities for long-term borrowings, excluding revolver borrowings and securitization obligations, for each of the next five years is as follows: Year Amount 2016 $ 541 2017 41 2018 52 2019 513 2020 2,105 |
Interest Rate Table for Revolving Credit Facility | Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 2.00% 1.00% |
Interest Rate Table for Term Loan A Facility | Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 2.00% 1.00% |
Note 9. Employee Benefit Plan35
Note 9. Employee Benefit Plans Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Expected Benefit Payments | Estimated future benefit payments as of December 31, 2015 are as follows: Year Amount 2016 $ 9 2017 9 2018 9 2019 10 2020 10 2021 through 2025 49 |
Schedule of Allocation of Plan Assets | The following table presents the fair values of plan assets by category as of December 31, 2015 : Asset Category Quoted Price in Active Market for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) Total Cash and cash equivalents $ 2 $ — $ — $ 2 Equity securities — 74 — 74 Fixed income securities — 30 — 30 Total $ 2 $ 104 $ — $ 106 The following table presents the fair values of plan assets by category as of December 31, 2014 : Asset Category Quoted Price in Active Market for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) Total Cash and cash equivalents $ 1 $ — $ — $ 1 Equity securities — 71 — 71 Fixed income securities — 42 — 42 Total $ 1 $ 113 $ — $ 114 |
Note 10. Income Taxes Income 36
Note 10. Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of pre-tax income (loss) for domestic and foreign operations | The components of pretax income for domestic and foreign operations consisted of the following: Year Ended December 31, 2015 2014 2013 Domestic $ 290 $ 230 $ 192 Foreign 8 4 9 Pretax income $ 298 $ 234 $ 201 |
Schedule of income tax provision | The components of income tax expense (benefit) consisted of the following: Year Ended December 31, 2015 2014 2013 Current: Federal $ 8 $ 5 $ 4 State 3 1 — Foreign 3 4 3 Total current 14 10 7 Deferred: Federal 91 76 (241 ) State 4 1 (8 ) Foreign 1 — — Total deferred 96 77 (249 ) Income tax expense (benefit) $ 110 $ 87 $ (242 ) |
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 expense (benefit) was as follows: Year Ended December 31, 2015 2014 2013 Federal statutory rate 35 % 35 % 35 % State and local income taxes, net of federal tax benefits 2 5 2 Permanent differences 1 2 (1 ) Net change in valuation allowance 1 (3 ) (157 ) Other (2 ) (2 ) 1 37 % 37 % (120 %) |
Schedule of deferred income tax assets and liabilities | 2015 2014 Deferred income tax assets: Net operating loss carryforwards $ 654 $ 810 Tax credit carryforwards 28 17 Accrued liabilities 123 103 Minimum pension obligation 23 24 Provision for doubtful accounts 18 22 Liability for unrecognized tax benefits 6 8 Interest rate swaps 11 6 Other 1 — Total deferred tax assets 864 990 Less: valuation allowance (11 ) (10 ) Total deferred income tax assets after valuation allowance 853 980 Deferred income tax liabilities: Depreciation and amortization 1,105 1,122 Change in tax return accounting methods 9 18 Prepaid expenses 2 2 Undistributed foreign earnings 2 6 Basis difference in investment in joint ventures 1 2 Total deferred tax liabilities 1,119 1,150 Net deferred income tax liabilities $ (266 ) $ (170 ) |
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, 2013 $ 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 Gross increases—tax positions in prior periods 1 Gross decreases—tax positions in prior periods (8 ) Gross increases—tax positions in current period 3 Settlements (1 ) Reduction due to lapse of statute of limitations (2 ) Unrecognized tax benefits—December 31, 2014 106 Gross decreases—tax positions in prior periods (4 ) Gross increases—tax positions in current period 1 Settlements (23 ) Reduction due to lapse of statute of limitations (2 ) Unrecognized tax benefits—December 31, 2015 $ 78 |
Note 11. Restructuring Costs 37
Note 11. Restructuring Costs Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The components of the restructuring charges for the years ended December 31, 2015 , 2014 and 2013 were as follows: Years Ended December 31, 2015 2014 2013 Personnel-related costs (1) $ 3 $ — $ — Facility-related costs (2) 3 (1 ) 3 Accelerated depreciation related to asset disposals — — 1 Other restructuring costs (3) 4 — — Total restructuring charges $ 10 $ (1 ) $ 4 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following is a reconciliation of the beginning and ending restructuring reserve balances for the 2015-2016 Business Optimization Initiative: Personnel-related costs Facility-related costs Accelerated depreciation related to asset disposals Other restructuring costs Total Balance at October 1, 2015 $ — $ — $ — $ — $ — Restructuring charges 3 3 — 4 10 Costs paid or otherwise settled — — — (1 ) (1 ) Balance at December 31, 2015 $ 3 $ 3 $ — $ 3 $ 9 |
Schedule of Expected Restructuring Costs by Cost Type [Table Text Block] | The following is a reconciliation of the total amounts expected to be incurred from the 2015-2016 Business Optimization Initiative: Total amount expected to be incurred Amount incurred in 2015 Total amount remaining to be incurred Personnel-related costs $ 17 $ 3 $ 14 Facility-related costs 13 3 10 Accelerated depreciation related to asset disposals 1 — 1 Other restructuring costs 6 4 2 Total $ 37 $ 10 $ 27 |
Schedule of Expected Restructuring Costs by Business Segment [Table Text Block] | The following is a reconciliation of the total amounts expected to be incurred from the 2015-2016 Business Optimization Initiative by reportable segment: Total amount expected to be incurred Amount incurred in 2015 Total amount remaining to be incurred Real Estate Franchise Services $ 2 $ — $ 2 Company Owned Real Estate Brokerage Services 20 5 15 Relocation Services 8 1 7 Title and Settlement Services 1 — 1 Corporate and Other 6 4 2 Total $ 37 $ 10 $ 27 |
Note 12. Stock-Based Compensa38
Note 12. Stock-Based Compensation Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Market Performance Unit Award Valuation Assumptions | 2015 RTSR PSU Weighted average grant date fair value $ 41.08 Weighted average expected volatility 25.1 % Weighted average volatility of XHB 21.1 % Weighted average correlation coefficient 0.57 Weighted average risk-free interest rate 1.0 % Weighted average dividend yield — |
Schedule of Nonvested Share Activity | A summary of restricted stock and restricted stock unit activity for the year ended December 31, 2015 is presented below (number of shares in millions): Restricted Stock Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at January 1, 2015 0.09 $ 27.14 0.74 $ 45.83 Granted — — 0.63 46.40 Vested (a) (0.09 ) 27.14 (0.31 ) 45.13 Forfeited — — (0.04 ) 46.31 Unvested at December 31, 2015 — $ — 1.02 $ 46.36 _______________ (a) The total fair value of restricted stock and restricted stock units which vested during the year ended December 31, 2015 was $2 million and $14 million , respectively. A summary of performance share unit activity for the year ended December 31, 2015 is presented below (number of shares in millions): Performance Share Units (a) Weighted Average Grant Date Fair Value Unvested at January 1, 2015 0.37 $ 46.63 Granted 0.52 43.69 Vested (b) (0.03 ) 43.72 Unvested at December 31, 2015 0.86 $ 44.97 _______________ (a) The PSU amounts in the table are shown at the target amount of the award. (b) The total fair value of PSUs which vested during the year ended December 31, 2015 was approximately $1 million . |
Summary of Stock Options Valuation Assumptions | 2015 Options 2014 Options 2013 Options Weighted average grant date fair value $ 17.66 $ 18.35 $ 19.78 Weighted average expected volatility 36.1 % 41.5 % 43.6 % Weighted average expected term (years) 6.25 6.25 6.25 Weighted average risk-free interest rate 1.6 % 1.4 % 1.7 % Weighted average dividend yield — — — |
Summary of Stock Options Activity | A summary of stock option unit activity for the year ended December 31, 2015 is presented below (number of shares in millions): Options Weighted Average Exercise Price Outstanding at January 1, 2015 3.22 $ 30.02 Granted 0.18 46.45 Exercised (a) (b) (0.21 ) 22.09 Forfeited/Expired (0.04 ) 32.48 Outstanding at December 31, 2015 (c) 3.15 $ 31.42 _______________ (a) The intrinsic value of options exercised during the year ended December 31, 2015 was $5 million . (b) Cash received from options exercised during the year ended December 31, 2015 was $5 million . (c) Options outstanding at December 31, 2015 had an intrinsic value of $31 million and have a weighted average remaining contractual life of 6.6 years. |
Summary of Exercisable Stock Options Activity | The following table summarizes information regarding exercisable stock options as of December 31, 2015 : Range of Exercise Prices Options Vested (a) Weighted Average Exercise Price Aggregate Intrinsic Value $15.00 to $50.00 1.98 $ 24.93 $ 24.7 $50.00 and above 0.09 $ 140.86 — _______________ (a) Exercisable stock options as of December 31, 2015 have a weighted average remaining contractual life of 7.4 years . |
Note 14. Commitments And Cont39
Note 14. Commitments And Contingencies Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 are as follows: Year Amount 2016 $ 151 2017 125 2018 93 2019 72 2020 53 Thereafter 179 $ 673 |
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, 2015 are as follows: Year Amount 2016 $ 49 2017 18 2018 9 2019 6 2020 6 Thereafter 235 $ 323 |
Note 15. Equity (Deficit) Equ40
Note 15. Equity (Deficit) Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Accumulated Other Comprehensive Loss (2) Balance at January 1, 2013 $ 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 ) Other comprehensive loss before reclassifications (4 ) (24 ) (28 ) Amounts reclassified from accumulated other comprehensive income — 1 (3) 1 Income tax benefit 2 9 11 Current period change (2 ) (14 ) (16 ) Balance at December 31, 2014 — (35 ) (35 ) Other comprehensive income (loss) before reclassifications (4 ) 1 (3 ) Amounts reclassified from accumulated other comprehensive income — 2 (3) 2 Income tax (expense) benefit 1 (1 ) — Current period change (3 ) 2 (1 ) Balance at December 31, 2015 $ (3 ) $ (33 ) $ (36 ) _______________ (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, 2015 , 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 , $1 million and $2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. These amounts were reclassified from accumulated other comprehensive income to the general and administrative expenses line on the statement of operations. |
Schedule of Stockholders Equity [Table Text Block] | Realogy Group Stockholder’s Equity Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at January 1, 2013 — $ — $ 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 Net income — — — 143 — 4 147 Other comprehensive income — — — — (16 ) — (16 ) Contributions from Realogy Holdings — — 6 — — — 6 Stock-based compensation — — 36 — — — 36 Dividends — — — — — (4 ) (4 ) Capital contributions from noncontrolling interests — — — — — 1 1 Balance at December 31, 2014 — $ — $ 5,678 $ (3,464 ) $ (35 ) $ 4 $ 2,183 Net income — — — 184 — 4 188 Other comprehensive income — — — — (1 ) — (1 ) Contributions from Realogy Holdings — — 5 — — — 5 Stock-based compensation — — 51 — — — 51 Dividends — — — — — (4 ) (4 ) Balance at December 31, 2015 — $ — $ 5,734 $ (3,280 ) $ (36 ) $ 4 $ 2,422 |
Note 16. Earnings (Loss) Per Sh
Note 16. Earnings (Loss) Per Share Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 per share: Year Ended December 31, (in millions, except shares and per share data) 2015 2014 2013 Net income attributable to Realogy Holdings shareholders $ 184 $ 143 $ 438 Basic weighted average shares 146.5 146.0 145.4 Stock options, restricted stock, restricted stock units and performance share units (a) 1.6 1.2 1.2 Weighted average diluted shares 148.1 147.2 146.6 Earnings Per Share: Basic $ 1.26 $ 0.98 $ 3.01 Diluted $ 1.24 $ 0.97 $ 2.99 |
Risk Management and Fair Valu42
Risk Management and Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risk Management and Fair Value of Financial Instruments [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $225 July 2012 February 2018 $200 January 2013 February 2018 $600 August 2015 August 2020 $450 November 2017 November 2022 Notional Value (in millions) Commencement Date Expiration Date $225 July 2012 February 2018 $200 January 2013 February 2018 $600 August 2015 August 2020 $450 November 2017 November 2022 |
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 December 31, 2015 December 31, 2014 Interest rate swap contracts Other non-current liabilities $ 47 $ 40 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | Derivative Instruments Not Designated as Hedging Instruments Location of (Gain) or Loss Recognized for Derivative Instruments (Gain) or Loss Recognized on Derivatives Year Ended December 31, 2015 2014 2013 Interest rate swap contracts Interest expense $ 20 $ 32 $ (4 ) Foreign exchange contracts Operating expense (2 ) (3 ) — |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes fair value measurements by level at December 31, 2015 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) $ — $ 47 $ — $ 47 Deferred compensation plan assets (included in other non-current assets) 3 — — 3 The following table summarizes fair value measurements by level at December 31, 2014 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) $ — $ 40 $ — $ 40 Deferred compensation plan assets (included in other non-current assets) 2 — — 2 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: December 31, 2015 December 31, 2014 Principal Amount Estimated Fair Value (a) Principal Amount Estimated Fair Value (a) Senior Secured Credit Facility: Revolving Credit Facility $ 200 $ 200 $ — $ — Term Loan B Facility 1,867 1,849 1,887 1,834 Term Loan A Facility 435 426 — — 7.625% First Lien Notes — — 593 633 9.00% First and a Half Lien Notes — — 196 215 3.375% Senior Notes 500 500 500 500 4.50% Senior Notes 450 464 450 449 5.25% Senior Notes 300 308 300 291 Securitization obligations 247 247 269 269 _______________ (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, 2015 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) (b) Year Ended December 31, 2015 2014 2013 Real Estate Franchise Services $ 755 $ 716 $ 690 Company Owned Real Estate Brokerage Services 4,344 4,078 3,990 Relocation Services 415 419 419 Title and Settlement Services 487 398 467 Corporate and Other (c) (295 ) (283 ) (277 ) Total Company $ 5,706 $ 5,328 $ 5,289 _______________ (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 $295 million for the year ended December 31, 2015 , $283 million for the year ended December 31, 2014 and $277 million for the year ended December 31, 2013 . 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 $49 million for the year ended December 31, 2015 , $42 million for the year ended December 31, 2014 and $43 million for the year ended December 31, 2013 . 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) Year Ended December 31, 2015 2014 2013 Real Estate Franchise Services $ 495 $ 463 $ 448 Company Owned Real Estate Brokerage Services 199 193 206 Relocation Services 105 102 104 Title and Settlement Services 48 36 50 Corporate and Other (b) (121 ) (107 ) (155 ) Total Company $ 726 $ 687 $ 653 ______________ (a) Includes $48 million related to the loss on the early extinguishment of debt and restructuring charges of $10 million , partially offset by a net benefit of $15 million of former parent legacy items for the year ended December 31, 2015 . Includes $47 million related to the loss on the early extinguishment of debt, $10 million of transaction and integration costs related to the ZipRealty acquisition and $2 million related to the Phantom Value Plan, partially offset by a net benefit of $10 million of former parent legacy items and the reversal of a prior year restructuring reserve of $1 million for the year ended December 31, 2014 . Includes $68 million 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 . (b) Includes the elimination of transactions between segments. Provided below is a reconciliation of EBITDA to Net income attributable to Realogy Holdings and Realogy Group: Year Ended December 31, 2015 2014 2013 EBITDA $ 726 $ 687 $ 653 Less: Depreciation and amortization 201 190 176 Interest expense, net 231 267 281 Income tax (benefit) expense 110 87 (242 ) Net income attributable to Realogy Holdings and Realogy Group $ 184 $ 143 $ 438 |
Reconciliation of Depreciation and Amortization from Segments to Consolidated | Depreciation and Amortization Year Ended December 31, 2015 2014 2013 Real Estate Franchise Services $ 77 $ 75 $ 75 Company Owned Real Estate Brokerage Services 46 42 35 Relocation Services 33 43 44 Title and Settlement Services 25 15 11 Corporate and Other 20 15 11 Total Company $ 201 $ 190 $ 176 |
Segment Assets | Segment Assets As of December 31 2015 2014 Real Estate Franchise Services $ 4,534 $ 4,574 Company Owned Real Estate Brokerage Services 1,140 1,002 Relocation Services 1,126 1,155 Title and Settlement Services 382 308 Corporate and Other 349 265 Total Company $ 7,531 $ 7,304 |
Reconciliation of Capital Expenditures from Segments to Consolidated | Capital Expenditures Year Ended December 31, 2015 2014 2013 Real Estate Franchise Services $ 8 $ 10 $ 6 Company Owned Real Estate Brokerage Services 41 33 29 Relocation Services 14 9 6 Title and Settlement Services 8 8 11 Corporate and Other 13 11 10 Total Company $ 84 $ 71 $ 62 |
Geographic Segment Information | The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries. United States All Other Countries Total On or for the year ended December 31, 2015 Net revenues $ 5,579 $ 127 $ 5,706 Total assets 7,450 81 7,531 Net property and equipment 252 2 254 On or for the year ended December 31, 2014 Net revenues $ 5,201 $ 127 $ 5,328 Total assets 7,219 85 7,304 Net property and equipment 232 1 233 On or for the year ended December 31, 2013 Net revenues $ 5,167 $ 122 $ 5,289 Total assets 6,998 94 7,092 Net property and equipment 204 1 205 |
Selected Quarterly Financial 44
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Unaudited Quarterly Financial Data | Provided below is selected unaudited quarterly financial data for 2015 and 2014 . 2015 First Second Third Fourth Net revenues Real Estate Franchise Services $ 151 $ 213 $ 214 $ 177 Company Owned Real Estate Brokerage Services 796 1,289 1,267 992 Relocation Services 85 108 124 98 Title and Settlement Services 87 128 147 125 Other (a) (57 ) (87 ) (84 ) (67 ) $ 1,062 $ 1,651 $ 1,668 $ 1,325 Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) Real Estate Franchise Services $ 67 $ 127 $ 133 $ 92 Company Owned Real Estate Brokerage Services (28 ) 75 82 8 Relocation Services (1 ) 22 39 16 Title and Settlement Services (7 ) 16 9 5 Other (89 ) (83 ) (81 ) (120 ) $ (58 ) $ 157 $ 182 $ 1 Net income (loss) attributable to Realogy Holdings and Realogy Group $ (32 ) $ 97 $ 110 $ 9 Income (loss) per share attributable to Realogy Holdings (c) : Basic income (loss) per share $ (0.22 ) $ 0.66 $ 0.75 $ 0.06 Diluted income (loss) per share $ (0.22 ) $ 0.66 $ 0.74 $ 0.06 _______________ (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 $48 million in the fourth quarter; • former parent legacy benefit of $1 million and $14 million in the second and third quarters, respectively; and • restructuring charges of $10 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 (see Note 16 "Earnings Per Share" for further information). 2014 First Second Third Fourth Net revenues Real Estate Franchise Services $ 144 $ 196 $ 199 $ 177 Company Owned Real Estate Brokerage Services 750 1,182 1,175 971 Relocation Services 86 107 125 101 Title and Settlement Services 81 108 111 98 Other (a) (54 ) (81 ) (79 ) (69 ) $ 1,007 $ 1,512 $ 1,531 $ 1,278 Income (loss) before income taxes, equity in earnings and noncontrolling interests (b) Real Estate Franchise Services $ 61 $ 117 $ 118 $ 91 Company Owned Real Estate Brokerage Services (28 ) 78 77 15 Relocation Services (3 ) 16 37 13 Title and Settlement Services (8 ) 14 11 6 Other (99 ) (109 ) (76 ) (106 ) $ (77 ) $ 116 $ 167 $ 19 Net income (loss) attributable to Realogy Holdings and Realogy Group $ (46 ) $ 68 $ 100 $ 21 Income (loss) per share attributable to Realogy Holdings (c) : Basic income (loss) per share $ (0.32 ) $ 0.47 $ 0.68 $ 0.14 Diluted income (loss) per share $ (0.32 ) $ 0.46 $ 0.68 $ 0.14 _______________ (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 $10 million in the first quarter, $17 million in the second quarter and $20 million in the fourth quarter; • former parent legacy cost (benefit) of $1 million , $(2) million and $(9) million in the first, third and fourth quarters, respectively; and • reversal of prior year restructuring reserve of $1 million in the third quarter. (c) Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS. |
Note 1. Basis of Presentation45
Note 1. Basis of Presentation Business Description (Details) | Dec. 31, 2015Brokerage_Offices | Dec. 31, 2015franchisedandcompanyownedoffices | Dec. 31, 2015Countries | Dec. 31, 2015 | Dec. 31, 2015employees | Dec. 31, 2014franchisedandcompanyownedoffices | Dec. 31, 2013franchisedandcompanyownedoffices | Dec. 31, 2012franchisedandcompanyownedoffices |
Number of International Countries in which Entity Operates | Countries | 109 | |||||||
Number of largest metropolitan areas | 50 | |||||||
Franchised and Company Owned | ||||||||
Number of offices | franchisedandcompanyownedoffices | 13,600 | |||||||
Number of Independent Sales Associates | 256,800 | |||||||
Company Owned Real Estate Brokerage Services | ||||||||
Number of offices | 790 | 787 | 727 | 706 | 712 | |||
Number of Independent Sales Associates | 47,000 |
Note 2. Summary of Significan46
Note 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Minimum ownership percentage for consolidation | 50.00% | |||
Restricted Cash and Cash Equivalents | $ 8 | $ 10 | ||
Advertising Expense | 194 | 188 | $ 174 | |
Goodwill | 3,618 | $ 3,477 | $ 3,335 | $ 3,304 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 756 | |||
Percentage by which the estimated fair value of each reporting unit is lowered during goodwill evaluation | 10.00% | 10.00% | 10.00% | |
Maximum [Member] | ||||
Remaining maturity of highly-liquid investments | 3 months |
Note 2. Summary of Significan47
Note 2. Summary of Significant Accounting Policies Derivative Instruments (Details) $ in Millions | Dec. 31, 2015USD ($) |
Interest rate swap contracts | Swap [Member] | |
Derivative [Line Items] | |
Notional value of derivative instrument | $ 1,475 |
July 2012 [Member] | |
Derivative [Line Items] | |
Notional value of derivative instrument | 225 |
January 2013 [Member] | |
Derivative [Line Items] | |
Notional value of derivative instrument | 200 |
August 2015 [Member] | |
Derivative [Line Items] | |
Notional value of derivative instrument | 600 |
November 2017 [Member] | |
Derivative [Line Items] | |
Notional value of derivative instrument | $ 450 |
Note 2. Summary of Significan48
Note 2. Summary of Significant Accounting Policies Investments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | $ 65 | $ 61 | |
Income (Loss) from Equity Method Investments | 16 | 9 | $ 26 |
PHH Home Loans [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | $ 58 | ||
Joint venture investment, ownership percentage | 49.90% | ||
Income (Loss) from Equity Method Investments | $ 14 | 8 | 24 |
Proceeds from Equity Method Investment, Dividends or Distributions | 10 | 3 | 40 |
Total assets | 491 | 480 | |
Total liabilities | 379 | 375 | |
Total members’ equity | 112 | 105 | |
Total revenues | 233 | 200 | 282 |
Total expenses | 205 | 185 | 235 |
Net income | $ 28 | $ 15 | $ 47 |
Note 2. Summary of Significan49
Note 2. Summary of Significant Accounting Policies Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 30 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 20 years | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized Computer Software, Net | $ 79 | $ 85 |
Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
Note 2. Summary of Significan50
Note 2. Summary of Significant Accounting Policies Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Capital Lease Obligations Incurred | $ 17 | $ 8 | $ 14 |
Noncash tenant improvements | 6 | ||
2012 Bonus Plan [Member] | |||
Stock Issued | $ 22 |
Note 2. Summary of Significan51
Note 2. Summary of Significant Accounting Policies New Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, net of discount | $ 3,910 | ||||
Long-term debt, gross | [1] | $ 3,999 | |||
Long-term debt, net of debt issuance costs and discount | 2,962 | 3,836 | |||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Total current assets | 961 | 846 | |||
Other non-current assets | 209 | 176 | |||
Total assets | 7,531 | 7,304 | $ 7,092 | ||
Deferred income taxes | 267 | 171 | |||
Total liabilities | 5,109 | 5,121 | |||
Total liabilities and equity | 7,531 | 7,304 | |||
Previously Reported Balance | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Deferred income taxes | 180 | ||||
Total current assets | 1,026 | ||||
Other non-current assets | 230 | ||||
Total assets | 7,538 | ||||
Total Short-Term & Long-Term Debt | 3,891 | ||||
Deferred income taxes | 350 | ||||
Total liabilities | 5,355 | ||||
Total liabilities and equity | 7,538 | ||||
Simplifying the Presentation of Debt Issuance Costs | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Effect of Accounting Principle Adoption | 55 | ||||
Simplifying the Presentation of Debt Issuance Costs | Deferred Income Taxes [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | 0 | ||||
Simplifying the Presentation of Debt Issuance Costs | Total Current Assets [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | 0 | ||||
Simplifying the Presentation of Debt Issuance Costs | Other Noncurrent Assets [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (55) | ||||
Simplifying the Presentation of Debt Issuance Costs | Assets, Total [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (55) | ||||
Simplifying the Presentation of Debt Issuance Costs | Long-term Debt [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (55) | ||||
Simplifying the Presentation of Debt Issuance Costs | Deferred Income Taxes, Liabilities [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | 0 | ||||
Simplifying the Presentation of Debt Issuance Costs | Liabilities, Total [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (55) | ||||
Simplifying the Presentation of Debt Issuance Costs | Total Liabilities and Equity [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (55) | ||||
Balance Sheet Classification of Deferred Taxes | Deferred Income Taxes [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (180) | ||||
Balance Sheet Classification of Deferred Taxes | Total Current Assets [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (180) | ||||
Balance Sheet Classification of Deferred Taxes | Other Noncurrent Assets [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | 1 | ||||
Balance Sheet Classification of Deferred Taxes | Assets, Total [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (179) | ||||
Balance Sheet Classification of Deferred Taxes | Long-term Debt [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | 0 | ||||
Balance Sheet Classification of Deferred Taxes | Deferred Income Taxes, Liabilities [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (179) | ||||
Balance Sheet Classification of Deferred Taxes | Liabilities, Total [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (179) | ||||
Balance Sheet Classification of Deferred Taxes | Total Liabilities and Equity [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Effect of Accounting Principle Adoption | (179) | ||||
Adjusted Balance | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, net of debt issuance costs and discount | 3,836 | ||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Deferred income taxes | 0 | ||||
Total current assets | 846 | ||||
Other non-current assets | 176 | ||||
Total assets | 7,304 | ||||
Deferred income taxes | 171 | ||||
Total liabilities | 5,121 | ||||
Total liabilities and equity | 7,304 | ||||
Secured Debt [Member] | Term Loan B Facility | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, net of discount | 1,871 | ||||
Long-term debt, gross | 1,867 | [2] | 1,887 | ||
Long-term debt, net of debt issuance costs and discount | [2] | 1,839 | |||
Secured Debt [Member] | Term Loan B Facility | Simplifying the Presentation of Debt Issuance Costs | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Effect of Accounting Principle Adoption | 18 | ||||
Long-term debt, net of debt issuance costs and discount | 1,853 | ||||
Secured Debt [Member] | 7.625% First Lien Notes | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, gross | 0 | 593 | |||
Long-term debt, net of debt issuance costs and discount | 0 | ||||
Secured Debt [Member] | 7.625% First Lien Notes | Simplifying the Presentation of Debt Issuance Costs | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Effect of Accounting Principle Adoption | 7 | ||||
Long-term debt, net of debt issuance costs and discount | 586 | ||||
Secured Debt [Member] | 9.00% First and a Half Lien Notes | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, gross | 0 | 196 | |||
Long-term debt, net of debt issuance costs and discount | 0 | ||||
Secured Debt [Member] | 9.00% First and a Half Lien Notes | Simplifying the Presentation of Debt Issuance Costs | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Effect of Accounting Principle Adoption | 2 | ||||
Long-term debt, net of debt issuance costs and discount | 194 | ||||
Senior Notes [Member] | |||||
Restated 2014 Consolidated Balance Sheet [Abstract] | |||||
Total Short-Term & Long-Term Debt | 3,702 | 3,855 | |||
Senior Notes [Member] | Simplifying the Presentation of Debt Issuance Costs | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, net of debt issuance costs and discount | 3,855 | ||||
Senior Notes [Member] | 3.375% Senior Notes | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, gross | 500 | 500 | |||
Long-term debt, net of debt issuance costs and discount | 499 | ||||
Senior Notes [Member] | 3.375% Senior Notes | Simplifying the Presentation of Debt Issuance Costs | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Effect of Accounting Principle Adoption | 3 | ||||
Long-term debt, net of debt issuance costs and discount | 497 | ||||
Senior Notes [Member] | 4.50% Senior Notes | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, gross | 450 | 450 | |||
Long-term debt, net of debt issuance costs and discount | 434 | ||||
Senior Notes [Member] | 4.50% Senior Notes | Simplifying the Presentation of Debt Issuance Costs | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Effect of Accounting Principle Adoption | 21 | ||||
Long-term debt, net of debt issuance costs and discount | 429 | ||||
Senior Notes [Member] | 5.25% Senior Notes | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Long-term debt, gross | 300 | 300 | |||
Long-term debt, net of debt issuance costs and discount | $ 297 | ||||
Senior Notes [Member] | 5.25% Senior Notes | Simplifying the Presentation of Debt Issuance Costs | |||||
Adjusted 2014 Indebtedness Tables [Abstract] | |||||
Effect of Accounting Principle Adoption | 4 | ||||
Long-term debt, net of debt issuance costs and discount | $ 296 | ||||
[1] | Not included in this table, the Company had $134 million of outstanding letters of credit at December 31, 2015, of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $81 million was under the unsecured letter of credit facility with a rate of 2.98%. | ||||
[2] | The Term Loan B Facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to the Term Loan B Facility is based on, at the Company’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). |
Note 3. Acquisitions Acquisit52
Note 3. Acquisitions Acquisitions (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2014USD ($)Offices | Dec. 31, 2015USD ($)real_estate_brokerage_operations | Dec. 31, 2014USD ($)real_estate_brokerage_operations | Dec. 31, 2013USD ($)real_estate_brokerage_operations | |
Business Acquisition [Line Items] | ||||
Contingent consideration period | 4 years | |||
Goodwill acquired | $ 141 | $ 142 | $ 31 | |
Zip Realty [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid for acquisition | $ 167 | |||
Goodwill acquired | 92 | |||
Software and Fixed Assets Acquired | 18 | |||
Deferred Tax Assets Acquired | 46 | |||
Other Assets Acquired | 6 | |||
Other Liabilities Acquired | $ 6 | |||
Number Of Offices Acquired | Offices | 23 | |||
Title and Settlement Services | ||||
Business Acquisition [Line Items] | ||||
Goodwill acquired | $ 47 | $ 5 | 0 | |
Title and Settlement Services | TRG Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | real_estate_brokerage_operations | 3 | 3 | ||
Cash consideration paid for acquisition | $ 34 | $ 6 | ||
Liabilities established related to acquisition | 37 | |||
Goodwill acquired | 47 | 5 | ||
Other Assets Acquired | 1 | |||
Company Owned Real Estate Brokerage Services | ||||
Business Acquisition [Line Items] | ||||
Goodwill acquired | $ 94 | $ 86 | $ 31 | |
Company Owned Real Estate Brokerage Services | NRT Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | real_estate_brokerage_operations | 13 | 16 | 15 | |
Cash consideration paid for acquisition | $ 96 | $ 44 | $ 32 | |
Liabilities established related to acquisition | 13 | 19 | 4 | |
Goodwill acquired | 94 | 45 | 31 | |
Other Assets Acquired | 7 | 3 | ||
Other Liabilities Acquired | $ 3 | 1 | ||
Amortizable—Pendings and listings (f) | ||||
Business Acquisition [Line Items] | ||||
Useful Life of Pendings and Listings | 5 months | |||
Amortizable—Pendings and listings (f) | Zip Realty [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 3 | |||
Amortizable—Pendings and listings (f) | Title and Settlement Services | TRG Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 8 | 1 | ||
Amortizable—Pendings and listings (f) | Company Owned Real Estate Brokerage Services | NRT Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | 10 | 4 | ||
Amortizable—Other (g) | Zip Realty [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | 7 | |||
Amortizable—Other (g) | Title and Settlement Services | TRG Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | 5 | |||
Amortizable—Other (g) | Company Owned Real Estate Brokerage Services | NRT Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | 1 | 8 | ||
Amortizable—Customer relationships (d) | Zip Realty [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 1 | |||
Pendings and Listings and Other Intangibles [Member] [Member] | Company Owned Real Estate Brokerage Services | NRT Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 5 | |||
Unamortizable—Trademarks (b) | Title and Settlement Services | TRG Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | 9 | |||
Unamortizable—Trademarks (b) | Company Owned Real Estate Brokerage Services | NRT Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | $ 4 | |||
Unamortizable—Title plant shares (e) | Title and Settlement Services | TRG Business Combinations [Member] | ||||
Business Acquisition [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | $ 1 |
Note 4. Intangible Assets Goodw
Note 4. Intangible Assets Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | ||
Goodwill [Roll Forward] | |||||||
Goodwill Balance, beginning of period | $ 3,477 | $ 3,335 | $ 3,304 | ||||
Goodwill acquired | 141 | 142 | 31 | ||||
Goodwill Balance, end of period | 3,618 | 3,477 | 3,335 | ||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||
Gross goodwill | $ 5,404 | ||||||
Accumulated impairment losses (a) | [1] | (1,786) | |||||
Balance at December 31, 2015 | 3,477 | 3,335 | 3,304 | 3,618 | |||
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 | |||||
Real Estate Franchise Services | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill Balance, beginning of period | 2,292 | 2,241 | 2,241 | ||||
Goodwill acquired | 0 | 51 | 0 | ||||
Goodwill Balance, end of period | 2,292 | 2,292 | 2,241 | ||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||
Gross goodwill | 3,315 | ||||||
Accumulated impairment losses (a) | [1] | (1,023) | |||||
Balance at December 31, 2015 | 2,292 | 2,241 | 2,241 | 2,292 | |||
Company Owned Real Estate Brokerage Services | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill Balance, beginning of period | 747 | 661 | 630 | ||||
Goodwill acquired | 94 | 86 | 31 | ||||
Goodwill Balance, end of period | 841 | 747 | 661 | ||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||
Gross goodwill | 999 | ||||||
Accumulated impairment losses (a) | [1] | (158) | |||||
Balance at December 31, 2015 | 747 | 661 | 630 | 841 | |||
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) | [1] | (281) | |||||
Balance at December 31, 2015 | 360 | 360 | 360 | 360 | |||
Title and Settlement Services | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill Balance, beginning of period | 78 | 73 | 73 | ||||
Goodwill acquired | 47 | 5 | 0 | ||||
Goodwill Balance, end of period | 125 | 78 | 73 | ||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||
Gross goodwill | 449 | ||||||
Accumulated impairment losses (a) | [1] | (324) | |||||
Balance at December 31, 2015 | $ 78 | $ 73 | $ 73 | $ 125 | |||
[1] | 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 $507 million. |
Note 4. Intangible Assets Int54
Note 4. Intangible Assets Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | $ 756 | ||
Gross carrying amount of total other intangibles | 620 | $ 612 | |
Accumulated Amortization | 304 | 271 | |
Net carrying amount of finite-lived and indefinite-lived intangible assets | 316 | 341 | |
Unamortizable—Trademarks (b) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [1] | 745 | 736 |
Unamortizable—Title plant shares (e) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [2] | 11 | 10 |
Amortizable—Franchise agreements (a) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | [3] | 2,019 | 2,019 |
Accumulated Amortization | [3] | 591 | 524 |
Net carrying amount of finite-lived intangible assets | [3] | $ 1,428 | 1,495 |
Amortization period | 30 years | ||
Amortizable—License agreements (c) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | [4] | $ 45 | 45 |
Accumulated Amortization | [4] | 8 | 7 |
Net carrying amount of finite-lived intangible assets | [4] | $ 37 | 38 |
Amortization period | 50 years | ||
Amortizable—Customer relationships (d) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | [5] | $ 530 | 530 |
Accumulated Amortization | [5] | 284 | 256 |
Net carrying amount of finite-lived intangible assets | [5] | 246 | 274 |
Amortizable—Pendings and listings (f) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | [6] | 3 | 2 |
Accumulated Amortization | [6] | 1 | 2 |
Net carrying amount of finite-lived intangible assets | [6] | $ 2 | 0 |
Amortization period | 5 months | ||
Amortizable—Other (g) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | [7] | $ 31 | 25 |
Accumulated Amortization | [7] | 11 | 6 |
Net carrying amount of finite-lived intangible assets | [7] | $ 20 | $ 19 |
Maximum [Member] | Amortizable—Customer relationships (d) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
Maximum [Member] | Amortizable—Other (g) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
Minimum [Member] | Amortizable—Customer relationships (d) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 2 years | ||
Minimum [Member] | Amortizable—Other (g) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
[1] | Primarily relates to the Century 21®, Coldwell Banker®, ERA®, Corcoran®, 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 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). | ||
[5] | Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and the Real Estate Franchise Services segment. These relationships are being amortized over a period of 2 to 20 years. | ||
[6] | Generally amortized over a period of 5 months. | ||
[7] | Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. |
Note 4. Intangible Assets Amort
Note 4. Intangible Assets Amortization Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | $ 117 | $ 116 | $ 109 |
Expected amortization expense for 2016 | 102 | ||
Expected amortization expense for 2017 | 95 | ||
Expected amortization expense for 2018 | 94 | ||
Expected amortization expense for 2019 | 93 | ||
Expected amortization expense for 2020 | 91 | ||
Expected amortization expense thereafter | 1,258 | ||
Amortizable—Franchise agreements (a) | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 67 | 67 | 67 |
Amortizable—License agreements (c) | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 1 | 1 | 1 |
Amortizable—Customer relationships (d) | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 28 | 37 | 37 |
Amortizable—Pendings and listings (f) | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 16 | 8 | 3 |
Amortizable—Other (g) | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | $ 5 | $ 3 | $ 1 |
Note 5. Franchising and Marke56
Note 5. Franchising and Marketing Activities Franchising and Marketing Activities (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015USD ($)Brokerage_Offices | Dec. 31, 2014USD ($)franchisedandcompanyownedoffices | Dec. 31, 2013USD ($)franchisedandcompanyownedoffices | Dec. 31, 2015franchisedandcompanyownedoffices | Dec. 31, 2012franchisedandcompanyownedoffices | |
Franchisor Disclosure [Line Items] | |||||
Initial franchise and area development fees | $ | $ 8 | $ 9 | $ 12 | ||
Annual volume incentives from Real Estate Franchisees | $ | 51 | $ 50 | $ 48 | ||
Franchised: | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 12,769 | 13,032 | 12,771 | 12,880 | |
Franchised: | Century 21® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 6,902 | 7,109 | 6,897 | ||
Franchised: | ERA® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 2,304 | 2,314 | 2,355 | ||
Franchised: | Coldwell Banker® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 2,396 | 2,489 | 2,258 | ||
Franchised: | Coldwell Banker Commercial® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 167 | 195 | 163 | ||
Franchised: | Sotheby’s International Realty® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 717 | 666 | 794 | ||
Franchised: | Better Homes and Gardens® Real Estate | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 283 | 259 | 304 | ||
Company Owned: | |||||
Franchisor Disclosure [Line Items] | |||||
Royalty expense | $ | $ 284 | $ 269 | $ 265 | ||
Number of offices | 790 | 727 | 706 | 787 | 712 |
Company Owned: | ERA® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 0 | 11 | 0 | ||
Company Owned: | Coldwell Banker® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 651 | 631 | 708 | ||
Company Owned: | Sotheby’s International Realty® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 39 | 32 | 41 | ||
Company Owned: | Corcoran Other [Member] | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 37 | 32 | 38 |
Note 5. Franchising and Marke57
Note 5. Franchising and Marketing Activities Change in the Number of Franchised and Company Owned Outlets (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)Brokerage_Offices | Dec. 31, 2015USD ($)franchisedandcompanyownedoffices | Dec. 31, 2014USD ($)franchisedandcompanyownedoffices | Dec. 31, 2013USD ($)franchisedandcompanyownedoffices | |
Franchised: | |||||
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | |||||
Beginning balance | 12,769 | 13,032 | 12,880 | ||
Additions | 445 | 311 | 478 | ||
Terminations/Closures | (443) | (574) | (326) | ||
Ending balance | 12,771 | 12,769 | 13,032 | ||
Company Owned: | |||||
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | |||||
Beginning balance | 727 | 706 | 712 | ||
Additions | 74 | 38 | 15 | ||
Terminations/Closures | (14) | (17) | (21) | ||
Ending balance | 790 | 787 | 727 | 706 | |
Franchisee Conversion Notes and Development Advance Notes [Member] | |||||
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | |||||
Franchise conversion and development advance notes | $ | $ 115 | $ 115 | $ 115 | $ 97 | |
Allowance for franchise conversion and development advance notes | $ | 1 | $ 1 | $ 1 | 1 | |
Forgiveness of franchise conversion and development advance notes | $ | $ 17 | $ 15 | $ 11 |
Note 6. Property and Equipmen58
Note 6. Property and Equipment, Net Property and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 768 | $ 698 | |
Less: accumulated depreciation | (514) | (465) | |
Property and equipment, net | 254 | 233 | $ 205 |
Depreciation and amortization expense | 84 | 74 | $ 67 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 242 | 224 | |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 310 | 288 | |
Building and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 213 | 183 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3 | $ 3 |
Note 7. Accrued Expenses And 59
Note 7. Accrued Expenses And Other Current Liabilities Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related employee costs | $ 140 | $ 120 |
Accrued volume incentives | 34 | 32 |
Accrued commissions | 29 | 21 |
Restructuring accruals | 9 | 3 |
Deferred income | 73 | 73 |
Accrued interest | 13 | 44 |
Contingent consideration for acquisitions | 27 | 10 |
Other | 123 | 108 |
Accrued expenses and other current liabilities | $ 448 | $ 411 |
Note 8. Short And Long-Term D60
Note 8. Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | $ 2,962 | $ 3,836 | ||
Securitization obligations | 247 | 269 | ||
Line of Credit [Member] | Revolving Credit Facility | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Line of credit facility outstanding amount | 200 | [1],[2] | 0 | |
Securitization obligations | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 247 | 269 | ||
Securitization obligations | Apple Ridge Funding LLC | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 238 | [3],[4] | 255 | |
Securitization obligations | Cartus Financing Limited | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 9 | [4],[5] | 14 | |
Secured Debt [Member] | Term Loan B Facility | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | [6] | 1,839 | ||
Secured Debt [Member] | Term Loan A Facility | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 433 | [7] | 0 | |
Secured Debt [Member] | 7.625% First Lien Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 0 | |||
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, net of debt issuance costs and discount | 0 | |||
Senior Notes [Member] | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Total Short-Term & Long-Term Debt | 3,702 | 3,855 | ||
Senior Notes [Member] | 3.375% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 499 | |||
Senior Notes [Member] | 4.50% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 434 | |||
Senior Notes [Member] | 5.25% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | $ 297 | |||
Simplifying the Presentation of Debt Issuance Costs | Secured Debt [Member] | Term Loan B Facility | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 1,853 | |||
Simplifying the Presentation of Debt Issuance Costs | Secured Debt [Member] | 7.625% First Lien Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 586 | |||
Simplifying the Presentation of Debt Issuance Costs | 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, net of debt issuance costs and discount | 194 | |||
Simplifying the Presentation of Debt Issuance Costs | Senior Notes [Member] | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 3,855 | |||
Simplifying the Presentation of Debt Issuance Costs | Senior Notes [Member] | 3.375% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 497 | |||
Simplifying the Presentation of Debt Issuance Costs | Senior Notes [Member] | 4.50% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | 429 | |||
Simplifying the Presentation of Debt Issuance Costs | Senior Notes [Member] | 5.25% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Long-term debt, net of debt issuance costs and discount | $ 296 | |||
[1] | As of December 31, 2015, the Company had $815 million of borrowing capacity under its Revolving Credit Facility leaving $615 million of available capacity. On February 19, 2016, the Company had $200 million outstanding borrowings on the Revolving Credit Facility and no outstanding letters of credit on such facility, leaving $615 million of available capacity. | |||
[2] | Interest rates with respect to revolving loans under the Term Loan A Facility at December 31, 2015 were based on, at the Company’s option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00%. | |||
[3] | As of December 31, 2015, the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $87 million of available capacity. | |||
[4] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||
[5] | Consists of a £20 million revolving loan facility and a £5 million working capital facility. As of December 31, 2015, the Company had $38 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $29 million of available capacity. | |||
[6] | The Term Loan B Facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to the Term Loan B Facility is based on, at the Company’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). | |||
[7] | The Term Loan A Facility provides for quarterly amortization payments, commencing March 31, 2016, totaling per annum 5%, 5%, 7.5%, 10.0% and 12.5% of the original principal amount of the Term Loan A Facility in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the new Term Loan A Facility are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00%. |
Note 8. Short And Long-Term D61
Note 8. Short And Long-Term Debt Schedule of Debt (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2015 | Dec. 31, 2015 | Feb. 19, 2016 | Oct. 23, 2015 | Oct. 16, 2015 | Jun. 10, 2015 | Dec. 31, 2014 | Mar. 05, 2013 | ||||
Principal | |||||||||||
Long-term debt, gross | [1] | $ 3,999 | |||||||||
Securitization obligations | 247 | $ 269 | |||||||||
Unamortized Discount and Debt Issuance Costs | |||||||||||
Unamortized Discount and Debt Issuance Costs | [1] | 50 | |||||||||
Net | |||||||||||
Long-term debt, net of debt issuance costs and discount | 2,962 | 3,836 | |||||||||
Long-Term Debt, net of Debt Issuance Costs, including current and non-current amounts | [1] | 3,949 | |||||||||
Outstanding letter of credit | $ 134 | ||||||||||
Synthetic Letter of Credit Facility [Member] | |||||||||||
Net | |||||||||||
Interest Rate | 4.25% | ||||||||||
Outstanding letter of credit | $ 53 | 53 | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | ||||||||||
Unsecured Letter of Credit Facility [Member] | |||||||||||
Net | |||||||||||
Interest Rate | 2.98% | ||||||||||
Outstanding letter of credit | $ 81 | ||||||||||
LIBOR [Member] | |||||||||||
Net | |||||||||||
Description of variable interest rate basis | LIBOR | ||||||||||
ABR [Member] | |||||||||||
Net | |||||||||||
Description of variable interest rate basis | ABR | ||||||||||
Securitization obligations | |||||||||||
Principal | |||||||||||
Securitization obligations | $ 247 | 269 | |||||||||
Revolving Credit Facility | Subsequent Event [Member] | |||||||||||
Net | |||||||||||
Outstanding letter of credit | $ 0 | ||||||||||
Revolving Credit Facility | Line of Credit [Member] | |||||||||||
Principal | |||||||||||
Line of credit facility outstanding amount | 200 | [2],[3] | 0 | ||||||||
Net | |||||||||||
Total capacity, short-term debt, line of credit facility | 815 | $ 815 | $ 475 | ||||||||
Available capacity, line or credit facility | $ 615 | ||||||||||
Revolving Credit Facility | Line of Credit [Member] | Subsequent Event [Member] | |||||||||||
Principal | |||||||||||
Line of credit facility outstanding amount | 200 | ||||||||||
Net | |||||||||||
Available capacity, line or credit facility | $ 615 | ||||||||||
Term Loan B Facility | LIBOR [Member] | |||||||||||
Net | |||||||||||
Debt Instrument, basis spread on variable rate | 3.00% | ||||||||||
Debt Instrument, basis spread on variable rate, floor | 0.75% | ||||||||||
Term Loan B Facility | ABR [Member] | |||||||||||
Net | |||||||||||
Description of variable interest rate basis | ABR | ||||||||||
Debt Instrument, basis spread on variable rate | 2.00% | ||||||||||
Debt Instrument, basis spread on variable rate, floor | 1.75% | ||||||||||
Term Loan B Facility | Secured Debt [Member] | |||||||||||
Principal | |||||||||||
Long-term debt, gross | $ 1,867 | [4] | 1,887 | ||||||||
Unamortized Discount and Debt Issuance Costs | |||||||||||
Unamortized Discount and Debt Issuance Costs | [4] | 28 | |||||||||
Net | |||||||||||
Long-term debt, net of debt issuance costs and discount | [4] | $ 1,839 | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | ||||||||||
Term Loan A Facility | Secured Debt [Member] | |||||||||||
Principal | |||||||||||
Long-term debt, gross | $ 435 | [5] | $ 435 | [5] | 0 | ||||||
Unamortized Discount and Debt Issuance Costs | |||||||||||
Unamortized Discount and Debt Issuance Costs | [5] | 2 | |||||||||
Net | |||||||||||
Long-term debt, net of debt issuance costs and discount | $ 433 | [5] | 0 | ||||||||
Term Loan A Facility | Secured Debt [Member] | 2016 | |||||||||||
Net | |||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | ||||||||||
Term Loan A Facility | Secured Debt [Member] | 2017 | |||||||||||
Net | |||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | ||||||||||
Term Loan A Facility | Secured Debt [Member] | 2018 | |||||||||||
Net | |||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | ||||||||||
Term Loan A Facility | Secured Debt [Member] | 2019 | |||||||||||
Net | |||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | ||||||||||
Term Loan A Facility | Secured Debt [Member] | 2020 | |||||||||||
Net | |||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 12.50% | ||||||||||
3.375% Senior Notes | Senior Notes [Member] | |||||||||||
Principal | |||||||||||
Long-term debt, gross | $ 500 | 500 | |||||||||
Unamortized Discount and Debt Issuance Costs | |||||||||||
Unamortized Discount and Debt Issuance Costs | 1 | ||||||||||
Net | |||||||||||
Long-term debt, net of debt issuance costs and discount | $ 499 | ||||||||||
Interest Rate | 3.375% | ||||||||||
4.50% Senior Notes | Senior Notes [Member] | |||||||||||
Principal | |||||||||||
Long-term debt, gross | $ 450 | 450 | |||||||||
Unamortized Discount and Debt Issuance Costs | |||||||||||
Unamortized Discount and Debt Issuance Costs | 16 | ||||||||||
Net | |||||||||||
Long-term debt, net of debt issuance costs and discount | $ 434 | ||||||||||
Interest Rate | 4.50% | ||||||||||
5.25% Senior Notes | Senior Notes [Member] | |||||||||||
Principal | |||||||||||
Long-term debt, gross | $ 300 | 300 | |||||||||
Unamortized Discount and Debt Issuance Costs | |||||||||||
Unamortized Discount and Debt Issuance Costs | 3 | ||||||||||
Net | |||||||||||
Long-term debt, net of debt issuance costs and discount | $ 297 | ||||||||||
Interest Rate | 5.25% | ||||||||||
Apple Ridge Funding LLC | Securitization obligations | |||||||||||
Principal | |||||||||||
Securitization obligations | $ 238 | [6],[7] | 255 | ||||||||
Net | |||||||||||
Total capacity, securitization obligations | 325 | $ 375 | $ 325 | ||||||||
Available capacity, debt | 87 | ||||||||||
Cartus Financing Limited | Securitization obligations | |||||||||||
Principal | |||||||||||
Securitization obligations | 9 | [7],[8] | $ 14 | ||||||||
Net | |||||||||||
Total capacity, securitization obligations | 38 | ||||||||||
Available capacity, debt | $ 29 | ||||||||||
[1] | Not included in this table, the Company had $134 million of outstanding letters of credit at December 31, 2015, of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $81 million was under the unsecured letter of credit facility with a rate of 2.98%. | ||||||||||
[2] | As of December 31, 2015, the Company had $815 million of borrowing capacity under its Revolving Credit Facility leaving $615 million of available capacity. On February 19, 2016, the Company had $200 million outstanding borrowings on the Revolving Credit Facility and no outstanding letters of credit on such facility, leaving $615 million of available capacity. | ||||||||||
[3] | Interest rates with respect to revolving loans under the Term Loan A Facility at December 31, 2015 were based on, at the Company’s option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00%. | ||||||||||
[4] | The Term Loan B Facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to the Term Loan B Facility is based on, at the Company’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). | ||||||||||
[5] | The Term Loan A Facility provides for quarterly amortization payments, commencing March 31, 2016, totaling per annum 5%, 5%, 7.5%, 10.0% and 12.5% of the original principal amount of the Term Loan A Facility in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the new Term Loan A Facility are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00%. | ||||||||||
[6] | As of December 31, 2015, the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $87 million of available capacity. | ||||||||||
[7] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||||
[8] | Consists of a £20 million revolving loan facility and a £5 million working capital facility. As of December 31, 2015, the Company had $38 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $29 million of available capacity. |
Note 8. Short And Long-Term D62
Note 8. Short And Long-Term Debt Debt Maturities Table (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Debt Maturities Table [Abstract] | |
Long-term Debt Maturities, Years Presented | 5 years |
2,016 | $ 541 |
2,017 | 41 |
2,018 | 52 |
2,019 | 513 |
2,020 | $ 2,105 |
Note 8. Short And Long-Term D63
Note 8. Short And Long-Term Debt Senior Secured Credit Facility (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Dec. 31, 2015 | Oct. 23, 2015 | Dec. 31, 2014 | Mar. 10, 2014 | Mar. 05, 2013 | |
Debt Instrument [Line Items] | ||||||
Letter of credit borrowing capacity | $ 125 | $ 125 | ||||
Outstanding letter of credit | $ 134 | |||||
Additional Credit Facilities | $ 500 | |||||
Scenario, Actual [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured leverage ratio | 2.58 | |||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||
Maximum [Member] | Required Covenant Ratio to Receive Additional Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured leverage ratio | 3.50 | |||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||
Maximum [Member] | Required Covenant Ratio [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured leverage ratio | 4.75 | |||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||
LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Description of variable interest rate basis | LIBOR | |||||
ABR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Description of variable interest rate basis | ABR | |||||
Synthetic Letter of Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit borrowing capacity | $ 54 | |||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | |||||
Outstanding letter of credit | $ 53 | $ 53 | ||||
Revolving Credit Facility under Term Loan A Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Maturity | 5 years | |||||
Term Loan B Facility | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, basis spread on variable rate | 3.00% | |||||
Debt Instrument, basis spread on variable rate, floor | 0.75% | |||||
Term Loan B Facility | ABR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Description of variable interest rate basis | ABR | |||||
Debt Instrument, basis spread on variable rate | 2.00% | |||||
Debt Instrument, basis spread on variable rate, floor | 1.75% | |||||
Secured Debt [Member] | Term Loan B Facility | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of long-term debt | $ 1,905 | |||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | |||||
Line of Credit [Member] | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility borrowing capacity | $ 815 | $ 815 | $ 475 | |||
Line of Credit [Member] | Revolving Credit Facility | Greater than 3.50 to 1.00 [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, basis spread on variable rate | 2.50% | |||||
Line of Credit [Member] | Revolving Credit Facility | Greater than 3.50 to 1.00 [Member] | ABR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, basis spread on variable rate | 1.50% | |||||
Line of Credit [Member] | Revolving Credit Facility | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, basis spread on variable rate | 2.25% | |||||
Line of Credit [Member] | Revolving Credit Facility | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 [Member] | ABR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, basis spread on variable rate | 1.25% | |||||
Line of Credit [Member] | Revolving Credit Facility | Less than 2.50 to 1.00 [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, basis spread on variable rate | 2.00% | |||||
Line of Credit [Member] | Revolving Credit Facility | Less than 2.50 to 1.00 [Member] | ABR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, basis spread on variable rate | 1.00% |
Note 8. Short And Long-Term D64
Note 8. Short And Long-Term Debt Term Loan A Facility (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2015 | Oct. 23, 2015 | Dec. 31, 2014 | Mar. 05, 2013 | ||||
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | [1] | $ 3,999 | |||||
Additional Credit Facilities | $ 500 | ||||||
Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt Maturity | 5 years | ||||||
Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | $ 435 | [2] | $ 435 | [2] | $ 0 | ||
Additional Credit Facilities | $ 500 | ||||||
Maximum [Member] | Required Covenant Ratio to Receive Additional Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Ratio of Indebtedness to Net Capital | 3.50 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Maximum [Member] | Required Covenant Ratio to Receive Additional Credit Facilities [Member] | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Ratio of Indebtedness to Net Capital | 3.50 | ||||||
LIBOR [Member] | Greater than 3.50 to 1.00 [Member] | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, basis spread on variable rate | 2.50% | ||||||
LIBOR [Member] | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 [Member] | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, basis spread on variable rate | 2.25% | ||||||
LIBOR [Member] | Less than 2.50 to 1.00 [Member] | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, basis spread on variable rate | 2.00% | ||||||
ABR [Member] | Greater than 3.50 to 1.00 [Member] | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, basis spread on variable rate | 1.50% | ||||||
ABR [Member] | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 [Member] | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, basis spread on variable rate | 1.25% | ||||||
ABR [Member] | Less than 2.50 to 1.00 [Member] | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, basis spread on variable rate | 1.00% | ||||||
2016 | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | ||||||
2017 | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | ||||||
2018 | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | ||||||
2019 | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | ||||||
2020 | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 12.50% | ||||||
[1] | Not included in this table, the Company had $134 million of outstanding letters of credit at December 31, 2015, of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $81 million was under the unsecured letter of credit facility with a rate of 2.98%. | ||||||
[2] | The Term Loan A Facility provides for quarterly amortization payments, commencing March 31, 2016, totaling per annum 5%, 5%, 7.5%, 10.0% and 12.5% of the original principal amount of the Term Loan A Facility in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the new Term Loan A Facility are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00%. |
Note 8. Short And Long-Term D65
Note 8. Short And Long-Term Debt First Lien Notes (Details) - Secured Debt [Member] - 7.625% First Lien Notes - USD ($) $ in Millions | Dec. 31, 2015 | Oct. 23, 2015 |
Debt Instrument [Line Items] | ||
Interest Rate | 7.625% | |
Debt Instrument, Repurchase Amount | $ 593 | |
Payment for Repurchase of Debt including Accrued Interest and Premium | $ 638 |
Note 8. Short And Long-Term D66
Note 8. Short And Long-Term Debt First and a Half Lien Notes (Details) - Secured Debt [Member] - 9.00% First and a Half Lien Notes - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2015 | Nov. 30, 2015 | Feb. 02, 2012 | |
Debt Instrument [Line Items] | |||
Interest Rate | 9.00% | ||
Debt Instrument, Repurchase Amount | $ 196 | ||
Debt Redemption Premium | 105.49% | ||
Payment for Repurchase of Debt including Accrued Interest and Premium | $ 213 |
Note 8. Short And Long-Term D67
Note 8. Short And Long-Term Debt Unsecured Notes (Details) - Senior Notes [Member] | Dec. 31, 2015 |
3.375% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 3.375% |
4.50% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 4.50% |
5.25% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 5.25% |
Note 8. Short And Long-Term D68
Note 8. Short And Long-Term Debt Other Debt Facilities (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Aug. 31, 2015 | Dec. 31, 2015 | Oct. 23, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | ||||
Letter of credit borrowing capacity | $ 125 | $ 125 | ||
Outstanding letter of credit | 134 | |||
Unsecured Letter of Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Increase in borrowing capacity | $ 7 | |||
Letter of credit borrowing capacity | 88 | $ 81 | ||
Outstanding letter of credit | 81 | |||
June 2017 [Member] | Unsecured Letter of Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Letter of credit borrowing capacity | 81 | |||
September 2018 [Member] | Unsecured Letter of Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Letter of credit borrowing capacity | $ 7 |
Note 8. Short And Long-Term D69
Note 8. Short And Long-Term Debt Securitization Obligations (Details) £ in Millions, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015GBP (£) | Oct. 16, 2015USD ($) | Jun. 10, 2015USD ($) | ||
Debt Instrument [Line Items] | ||||||
Securitization obligations | $ 247 | $ 269 | ||||
Securitization obligations | ||||||
Debt Instrument [Line Items] | ||||||
Securitization obligations | 247 | 269 | ||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | 281 | 286 | ||||
Interest expense on securitization obligations | $ 6 | $ 6 | ||||
Weighted average interest rate on securitization obligations | 2.10% | 2.30% | 2.10% | |||
Apple Ridge Funding LLC | Securitization obligations | ||||||
Debt Instrument [Line Items] | ||||||
Total capacity, securitization obligations | $ 325 | $ 375 | $ 325 | |||
Securitization obligations | 238 | [1],[2] | $ 255 | |||
Cartus Financing Limited | Securitization obligations | ||||||
Debt Instrument [Line Items] | ||||||
Total capacity, securitization obligations | 38 | |||||
Securitization obligations | $ 9 | [2],[3] | $ 14 | |||
Revolving Credit Facility | Cartus Financing Limited | Securitization obligations | ||||||
Debt Instrument [Line Items] | ||||||
Total capacity, securitization obligations | £ | £ 20 | |||||
Working Capital Facility [Member] | Cartus Financing Limited | Securitization obligations | ||||||
Debt Instrument [Line Items] | ||||||
Total capacity, securitization obligations | £ | £ 5 | |||||
[1] | As of December 31, 2015, the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $87 million of available capacity. | |||||
[2] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||
[3] | Consists of a £20 million revolving loan facility and a £5 million working capital facility. As of December 31, 2015, the Company had $38 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $29 million of available capacity. |
Note 8. Short And Long-Term D70
Note 8. Short And Long-Term Debt Loss on the Early Extinguishment of Debt and Write-Off of Deferred Financing Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | |||||||
Loss on the early extinguishment of debt | $ 48 | $ 20 | $ 17 | $ 10 | $ 48 | $ 47 | $ 68 |
Write off of Deferred Debt Issuance Cost | $ 3 | $ 2 |
Note 9. Employee Benefit Plan71
Note 9. Employee Benefit Plans Changes in Benefit Obligations and Plan Assets Table (Details) - Defined Benefit Pension Plan - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net Periodic Benefit Cost | ||
Net periodic pension cost | $ (1) | |
Interest cost | $ 6 | 6 |
Actuarial loss | 2 | 1 |
Expected return on plan assets | (8) | (8) |
Benefit Obligations | ||
Benefit Obligation | 149 | 164 |
Fair value of plan assets | 106 | 114 |
Underfunded at end of year | 43 | $ 50 |
Maximum [Member] | ||
Net Periodic Benefit Cost | ||
Net periodic pension cost | $ 1 |
Note 9. Employee Benefit Plan72
Note 9. Employee Benefit Plans Estimated Future Funding (Details) - Defined Benefit Pension Plan - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected Future Benefit Payments, Fiscal Year Maturity | ||
2,016 | $ 9 | |
2,017 | 9 | |
2,018 | 9 | |
2,019 | 10 | |
2,020 | 10 | |
2021 through 2025 | $ 49 | |
Scenario, Forecast [Member] | ||
Expected Future Benefit Payments, Fiscal Year Maturity | ||
Estimated minimum funding required during 2016 | $ 3 |
Note 9. Employee Benefit Plan73
Note 9. Employee Benefit Plans Fair Value of Plan Assets by Category (Details) - Defined Benefit Pension Plan - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 106 | $ 114 |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 1 |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 74 | 71 |
Bond funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 30 | 42 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 1 |
Fair Value, Inputs, Level 1 [Member] | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 1 |
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Bond funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 104 | 113 |
Fair Value, Inputs, Level 2 [Member] | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 74 | 71 |
Fair Value, Inputs, Level 2 [Member] | Bond funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 30 | 42 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Bond funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 0 | $ 0 |
Note 9. Employee Benefit Plan74
Note 9. Employee Benefit Plans Other Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other Employee Benefit Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Benefit Obligation | $ 7 | $ 8 | |
Defined Contribution Savings Plan [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Pension and Other Postretirement Benefit Expense | $ 14 | $ 12 | $ 10 |
Note 10. Income Taxes Pre-tax I
Note 10. Income Taxes Pre-tax Income (Loss) for Domestic and Foreign Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 290 | $ 230 | $ 192 |
Foreign | 8 | 4 | 9 |
Pretax income (loss) | $ 298 | $ 234 | $ 201 |
Note 10. Income Taxes Income 76
Note 10. Income Taxes Income Tax Provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 8 | $ 5 | $ 4 |
State | 3 | 1 | 0 |
Foreign | 3 | 4 | 3 |
Current Income Tax Expense (Benefit) | 14 | 10 | 7 |
Deferred: | |||
Federal | 91 | 76 | (241) |
State | 4 | 1 | (8) |
Foreign | 1 | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 96 | 77 | (249) |
Income tax expense (benefit) | $ 110 | $ 87 | $ (242) |
Note 10. Income Taxes Reconcili
Note 10. Income Taxes Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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% | 5.00% | 2.00% |
Permanent differences | 1.00% | 2.00% | (1.00%) |
Net change in valuation allowance | 1.00% | (3.00%) | (157.00%) |
Other | (2.00%) | (2.00%) | 1.00% |
Effective income tax rate | 37.00% | 37.00% | (120.00%) |
Note 10. Income Taxes Deferred
Note 10. Income Taxes Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred income tax assets: | |||
Net operating loss carryforwards | $ 654 | $ 810 | |
Tax credit carryforwards | 28 | 17 | |
Accrued liabilities | 123 | 103 | |
Minimum pension obligation | 23 | 24 | |
Provision for doubtful accounts | 18 | 22 | |
Liability for unrecognized tax benefits | 6 | 8 | |
Deferred Tax Assets, Derivative Instruments | 11 | 6 | |
Other | 1 | 0 | |
Total deferred tax assets | 864 | 990 | |
Less: valuation allowance | (11) | (10) | |
Total deferred income tax assets after valuation allowance | 853 | 980 | |
Deferred income tax liabilities: | |||
Depreciation and amortization | 1,105 | 1,122 | |
Change in tax return accounting methods | 9 | 18 | |
Prepaid expenses | 2 | 2 | |
Undistributed foreign earnings | 2 | 6 | |
Basis difference in investment in joint ventures | 1 | 2 | |
Total deferred tax liabilities | 1,119 | 1,150 | |
Net deferred income tax liabilities | (266) | (170) | |
Deferred Tax Assets, Net, Classification [Abstract] | |||
Deferred Tax Assets, non-current | 1 | 1 | |
Deferred income taxes | 267 | 171 | |
Net deferred income tax liabilities | (266) | $ (170) | |
Operating Loss Carryforwards | 1,650 | ||
Excess tax deductions not reflected in NOL deferred tax assets | 11 | ||
Amount equity will be reduced by when NOL deferred tax assets are realized | $ 4 | ||
Decrease in the valuation allowance amount | $ 341 |
Note 10. Income Taxes Accountin
Note 10. Income Taxes Accounting for Uncertainty in Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized Tax Benefits | $ 106 | $ 113 | $ 111 | $ 78 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 34 | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $ 3 | |||
Unrecognized Tax Benefits, Statute of Limitations, Scheduled Expiration as of Reporting Date | 12 months | |||
Increase (Decrease) in Interest Accrued for Unrecognized Tax Benefits | $ 1 | 2 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ||||
Unrecognized Tax Benefits, Beginning of Period | 106 | 113 | 111 | |
Gross increases—tax positions in prior periods | 1 | 7 | ||
Gross decreases—tax positions in prior periods | (4) | (8) | ||
Gross increases—tax positions in current period | 1 | 3 | 3 | |
Settlements | (23) | (1) | (3) | |
Reduction due to lapse of statute of limitations | (2) | (2) | (5) | |
Unrecognized Tax Benefits, End of Period | $ 78 | $ 106 | $ 113 |
Note 10. Income Taxes Tax Shari
Note 10. Income Taxes Tax Sharing Agreement (Details) | Dec. 31, 2015 |
Cendant Corporate Litigation [Member] | |
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% |
Note 11. Restructuring Costs 81
Note 11. Restructuring Costs Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | $ 10 | $ (1) | $ 10 | $ (1) | $ 4 | ||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | 10 | $ (1) | 10 | (1) | 4 | ||
2015-2016 Business Optimization Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at October 1, 2015 | 0 | ||||||
Restructuring costs, net | 10 | 10 | |||||
Costs paid or otherwise settled | (1) | ||||||
Balance at December 31, 2015 | 9 | 9 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 37 | 37 | |||||
Amount incurred in 2015 | 10 | 10 | |||||
Total amount remaining to be incurred | 27 | 27 | |||||
2015-2016 Business Optimization Plan [Member] | Real Estate Franchise Services | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 0 | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 2 | 2 | |||||
Amount incurred in 2015 | 0 | ||||||
Total amount remaining to be incurred | 2 | 2 | |||||
2015-2016 Business Optimization Plan [Member] | Company Owned Real Estate Brokerage Services | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 5 | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 20 | 20 | |||||
Amount incurred in 2015 | 5 | ||||||
Total amount remaining to be incurred | 15 | 15 | |||||
2015-2016 Business Optimization Plan [Member] | Relocation Services | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 1 | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 8 | 8 | |||||
Amount incurred in 2015 | 1 | ||||||
Total amount remaining to be incurred | 7 | 7 | |||||
2015-2016 Business Optimization Plan [Member] | Title and Settlement Services | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 0 | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 1 | 1 | |||||
Amount incurred in 2015 | 0 | ||||||
Total amount remaining to be incurred | 1 | 1 | |||||
2015-2016 Business Optimization Plan [Member] | Corporate [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 4 | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 6 | 6 | |||||
Amount incurred in 2015 | 4 | ||||||
Total amount remaining to be incurred | 2 | 2 | |||||
2014 Restructuring Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | (1) | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | (1) | ||||||
2013 Corporate Headquarters Relocation [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 4 | ||||||
Costs paid or otherwise settled | (4) | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | 4 | ||||||
2013 Corporate Headquarters Relocation [Member] | Corporate [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 4 | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | 4 | ||||||
Personnel-related costs | 2015-2016 Business Optimization Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at October 1, 2015 | 0 | ||||||
Restructuring costs, net | 3 | 3 | [1] | ||||
Costs paid or otherwise settled | 0 | ||||||
Balance at December 31, 2015 | 3 | 3 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 17 | 17 | |||||
Amount incurred in 2015 | 3 | 3 | [1] | ||||
Total amount remaining to be incurred | 14 | 14 | |||||
Personnel-related costs | 2014 Restructuring Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [1] | 0 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | [1] | 0 | |||||
Personnel-related costs | 2013 Corporate Headquarters Relocation [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [1] | 0 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | [1] | 0 | |||||
Facility-related costs | 2015-2016 Business Optimization Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at October 1, 2015 | 0 | ||||||
Restructuring costs, net | 3 | 3 | [2] | ||||
Costs paid or otherwise settled | 0 | ||||||
Balance at December 31, 2015 | 3 | 3 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 13 | 13 | |||||
Amount incurred in 2015 | 3 | 3 | [2] | ||||
Total amount remaining to be incurred | 10 | 10 | |||||
Facility-related costs | 2014 Restructuring Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [2] | (1) | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | [2] | (1) | |||||
Facility-related costs | 2013 Corporate Headquarters Relocation [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [2] | 3 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | [2] | 3 | |||||
Accelerated depreciation related to asset disposals | 2015-2016 Business Optimization Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at October 1, 2015 | 0 | ||||||
Restructuring costs, net | 0 | 0 | |||||
Costs paid or otherwise settled | 0 | ||||||
Balance at December 31, 2015 | 0 | 0 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 1 | 1 | |||||
Amount incurred in 2015 | 0 | 0 | |||||
Total amount remaining to be incurred | 1 | 1 | |||||
Accelerated depreciation related to asset disposals | 2014 Restructuring Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 0 | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | 0 | ||||||
Accelerated depreciation related to asset disposals | 2013 Corporate Headquarters Relocation [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 1 | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | 1 | ||||||
Other restructuring costs | 2015-2016 Business Optimization Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at October 1, 2015 | 0 | ||||||
Restructuring costs, net | 4 | 4 | [3] | ||||
Costs paid or otherwise settled | (1) | ||||||
Balance at December 31, 2015 | 3 | 3 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 6 | 6 | |||||
Amount incurred in 2015 | 4 | 4 | [3] | ||||
Total amount remaining to be incurred | $ 2 | $ 2 | |||||
Other restructuring costs | 2014 Restructuring Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [3] | 0 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | [3] | $ 0 | |||||
Other restructuring costs | 2013 Corporate Headquarters Relocation [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [3] | 0 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Amount incurred in 2015 | [3] | $ 0 | |||||
[1] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. | ||||||
[2] | Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, lease payments that will continue to be incurred under the contract for its remaining term without economic benefit to the Company and other facility and employee relocation related costs. | ||||||
[3] | Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities. |
Note 12. Stock-Based Compensa82
Note 12. Stock-Based Compensation Introduction Narrative (Details) shares in Millions | 12 Months Ended | |
Dec. 31, 2015Performance_metricsshares | Dec. 31, 2014Performance_metrics | |
Retirement Eligibility Age | 65 years | |
Retirement Eligibility Age with Ten Years of Service | 55 years | |
Retirement Eligibility Years Tenure | 10 years | |
Retirement Eligibility Service Requirement | 1 year | |
Shares authorized for issuance under the plan (in shares) | shares | 9.6 | |
Shares available for future grant under the plan (in shares) | shares | 1.4 | |
Options | ||
Stock options vesting period | 4 years | |
Contractual Term | 10 years | |
Annual Vesting Percentage | 25.00% | |
Performance Share Units | ||
Stock options vesting period | 3 years | |
Restricted Stock Units | ||
Stock options vesting period | 3 years | |
Annual Vesting Percentage | 33.33% | |
2014 | Performance Share Units | ||
Stock options vesting period | 3 years | |
Number of performance metrics | 2 | |
2014 | Debt and EBITDA Margin Metrics [Member] | Minimum [Member] | Performance Share Units | ||
Award Vesting Percentage | 0.00% | |
2014 | Debt and EBITDA Margin Metrics [Member] | Maximum [Member] | Performance Share Units | ||
Award Vesting Percentage | 200.00% | |
2015 | Performance Share Units | ||
Stock options vesting period | 3 years | |
Number of performance metrics | 2 | |
The first performance metric | 1 | |
2015 | RTSR [Member] | Minimum [Member] | Performance Share Units | ||
Award Vesting Percentage | 0.00% | |
2015 | RTSR [Member] | Maximum [Member] | Performance Share Units | ||
Award Vesting Percentage | 175.00% | |
2015 | Cumulative Free Cash Flow [Member] | Minimum [Member] | Performance Share Units | ||
Award Vesting Percentage | 0.00% | |
2015 | Cumulative Free Cash Flow [Member] | Maximum [Member] | Performance Share Units | ||
Award Vesting Percentage | 200.00% |
Note 12. Stock-Based Compensa83
Note 12. Stock-Based Compensation Incentive Equity Awards Activity - Summary of Market Performance Units Valuation Assumptions (Details) - RTSR [Member] - Performance Share Units | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value | $ 41.08 |
Weighted average correlation coefficient | 0.57 |
Weighted average risk-free interest rate | 1.00% |
Weighted average dividend yield | 0.00% |
XHB [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected volatility | 21.10% |
Realogy and comparable companies [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected volatility | 25.10% |
Note 12. Stock-Based Compensa84
Note 12. Stock-Based Compensation Incentive Equity Awards Activity - Summary of Restricted Stock, Restricted Stock Unit, and Performance Unit Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | ||
Restricted Stock | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | shares | 90 | |
Granted | shares | 0 | |
Vested (a) | shares | (90) | [1] |
Forfeited/Expired | shares | 0 | |
Unvested at December 31, 2015 | shares | 0 | |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $ / shares | $ 27.14 | |
Granted | $ / shares | 0 | |
Vested (a) | $ / shares | 27.14 | [1] |
Forfeited/Expired | $ / shares | 0 | |
Unvested at December 31, 2015 | $ / shares | $ 0 | |
Fair Value of Shares Vested in Period | $ | $ 2 | |
Restricted Stock Units | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | shares | 740 | |
Granted | shares | 630 | |
Vested (a) | shares | (310) | [1] |
Forfeited/Expired | shares | (40) | |
Unvested at December 31, 2015 | shares | 1,020 | |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $ / shares | $ 45.83 | |
Granted | $ / shares | 46.40 | |
Vested (a) | $ / shares | 45.13 | [1] |
Forfeited/Expired | $ / shares | 46.31 | |
Unvested at December 31, 2015 | $ / shares | $ 46.36 | |
Fair Value of Shares Vested in Period | $ | $ 14 | |
Performance Share Units | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | shares | 370 | [2] |
Granted | shares | 520 | [2] |
Vested (a) | shares | (30) | [2],[3] |
Unvested at December 31, 2015 | shares | 860 | [2] |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $ / shares | $ 46.63 | |
Granted | $ / shares | 43.69 | |
Vested (a) | $ / shares | 43.72 | [3] |
Unvested at December 31, 2015 | $ / shares | $ 44.97 | |
Fair Value of Shares Vested in Period | $ | $ 1 | |
[1] | (a)The total fair value of restricted stock and restricted stock units which vested during the year ended December 31, 2015 was $2 million and $14 million, respectively. | |
[2] | (a)The PSU amounts in the table are shown at the target amount of the award. | |
[3] | (b)The total fair value of PSUs which vested during the year ended December 31, 2015 was approximately $1 million. |
Note 12. Stock-Based Compensa85
Note 12. Stock-Based Compensation Incentive Equity Awards Activity - Summary of Stock Options Valuation Assumptions (Details) - Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Assumptions | |||
Weighted average grant date fair value | $ 17.66 | $ 18.35 | $ 19.78 |
Weighted average expected volatility | 36.10% | 41.50% | 43.60% |
Weighted average expected term (years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Weighted average risk-free interest rate | 1.60% | 1.40% | 1.70% |
Weighted average dividend yield | 0.00% | 0.00% | 0.00% |
Note 12. Stock-Based Compensa86
Note 12. Stock-Based Compensation Incentive Equity Awards Activity - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Options, Weighted Average Exercise Price Roll Forward | |||||
Intrinsic value of options exercised | $ 5 | ||||
Proceeds from exercise of stock options | 5 | $ 6 | $ 5 | ||
Intrinsic value of outstanding options | $ 31 | ||||
Weighted average remaining contractual life of outstanding options | 6 years 7 months | ||||
Options | |||||
Options, Number of Shares Roll Forward | |||||
Outstanding at January 1, 2015 | 3,220,000 | ||||
Granted | 180,000 | ||||
Exercised (a) (b) | [1],[2] | (210,000) | |||
Forfeited/Expired | (40,000) | ||||
Outstanding at December 31, 2015 (c) | 3,150,000 | [3] | 3,220,000 | ||
Options, Weighted Average Exercise Price Roll Forward | |||||
Outstanding at January 1, 2015 | $ 30.02 | ||||
Granted | 46.45 | ||||
Exercised (a) (b) | [1],[2] | 22.09 | |||
Forfeited/Expired | 32.48 | ||||
Outstanding at December 31, 2015 (c) | $ 31.42 | [3] | $ 30.02 | ||
[1] | (a)The intrinsic value of options exercised during the year ended December 31, 2015 was $5 million. | ||||
[2] | (b)Cash received from options exercised during the year ended December 31, 2015 was $5 million. | ||||
[3] | (c)Options outstanding at December 31, 2015 had an intrinsic value of $31 million and have a weighted average remaining contractual life of 6.6 years. |
Note 12. Stock-Based Compensa87
Note 12. Stock-Based Compensation Summary of Exercisable Stock Options (Details) - Options $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | ||
Exercisable Stock Options, Additional Disclosures | ||
Weighted Average Remaining Contractual Term | 7 years 5 months | |
$15.00 to $50.00 | ||
Exercisable Stock Options, Additional Disclosures | ||
Options Vested (a) | shares | 1,980 | [1] |
Weighted Average Exercise Price | $ / shares | $ 24.93 | |
Aggregate Intrinsic Value | $ | $ 24,700 | |
$50.00 and above | ||
Exercisable Stock Options, Additional Disclosures | ||
Options Vested (a) | shares | 90 | [1] |
Weighted Average Exercise Price | $ / shares | $ 140.86 | |
Aggregate Intrinsic Value | $ | $ 0 | |
[1] | (a)Exercisable stock options as of December 31, 2015 have a weighted average remaining contractual life of 7.4 years. |
Note 12. Stock-Based Compensa88
Note 12. Stock-Based Compensation Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Unrecognized compensation cost | $ 40 | ||
Remaining weighted average period | 1 year 2 months | ||
Stock-based compensation expense | $ 57 | $ 41 | $ 19 |
Note 12. Stock-Based Compensa89
Note 12. Stock-Based Compensation Phantom Value Plan and Bonus Plan (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 05, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 57 | $ 41 | $ 19 | ||
RCIV [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Original amount of Convertible Notes converted into common stock | $ 1,338 | ||||
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 | ||||
Phantom Value Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percent of additional awards received if executive elects to receive shares in lieu of cash under the Phantom Value Plan | 0.00% | ||||
Stock-based compensation expense | 2 | 47 | |||
Phantom Value Plan [Member] | Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 42 | ||||
Phantom Value Plan [Member] | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2 | $ 5 |
Note 13. Separation Adjustmen90
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) $ in Millions | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2006Independent_Companies |
Related Party Transaction [Line Items] | |||
Cendant Spin-off Number of New Independent Companies | 4 | ||
Number of New Independent Companies per Cendant Business Unit | 1 | ||
Due to former parent | $ | $ 31 | $ 51 | |
Cendant Corporate Litigation [Member] | |||
Related Party Transaction [Line Items] | |||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% |
Note 14. Commitments And Cont91
Note 14. Commitments And Contingencies Litigation and Tax Matters (Details) - Cendant Corporate Litigation [Member] | Dec. 31, 2015 |
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 Cont92
Note 14. Commitments And Contingencies Contingent Liability Letter of Credit (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Outstanding letter of credit | $ 134 | |
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 | $ 53 |
Note 14. Commitments And Cont93
Note 14. Commitments And Contingencies Escrow and Trust Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Loss Contingencies [Line Items] | ||
Escrow and trust deposits | $ 308,000 | $ 251,000 |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Cash, FDIC Insured Amount | $ 250 |
Note 14. Commitments And Cont94
Note 14. Commitments And Contingencies Future Minimum Lease Payments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,016 | $ 151 | ||
2,017 | 125 | ||
2,018 | 93 | ||
2,019 | 72 | ||
2,020 | 53 | ||
Thereafter | 179 | ||
Total future minimum operating lease payments due | 673 | ||
Capital lease obligations | 26 | $ 19 | |
Imputed interest | 2 | 1 | |
Rent expense | $ 179 | $ 166 | $ 165 |
Note 14. Commitments And Cont95
Note 14. Commitments And Contingencies Purchase Commitments and Minimum Licensing Fees (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2,016 | $ 49 |
2,017 | 18 |
2,018 | 9 |
2,019 | 6 |
2,020 | 6 |
Thereafter | 235 |
Total purchase obligations | 323 |
Long-term Purchase Commitment [Line Items] | |
Purchase commitments | 58 |
Sotheby’s International Realty® | |
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 Cont96
Note 14. Commitments And Contingencies Other Guarantees, Insurance and Self-Insurance (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Loss Contingencies [Line Items] | ||
Insurance liabilities | $ 31,000 | $ 27,000 |
Self insurance accruals | 19,000 | $ 21,000 |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Guarantees, gross | 13,000 | |
Fidelity Insurance [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance deductible | 750 | |
Fidelity Insurance [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance liabilities | 30,000 | |
Company Owned Real Estate Brokerage Services | Errors and Omissions Insurance [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance liabilities | 15,000 | |
Insurance deductible | 1,000 | |
Company Owned Real Estate Brokerage Services | Errors and Omissions Insurance including additional Realogy Group Coverage | ||
Loss Contingencies [Line Items] | ||
Insurance deductible | 1,000 | |
Company Owned Real Estate Brokerage Services | Errors and Omissions Insurance including additional Realogy Group Coverage | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance liabilities | 50,000 | |
Realogy Group | Errors and Omissions Insurance [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance deductible | 2,500 | |
Realogy Group | Errors and Omissions Insurance [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance liabilities | 35,000 | |
Title and Settlement Services | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Underwriter of title insurance policies, value, per policy | 1,500 | |
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 |
Note 15. Equity (Deficit) Accum
Note 15. Equity (Deficit) Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | $ (35) | |||
Income tax (expense) benefit | 0 | $ (11) | $ 9 | |
Current period change | (1) | (16) | 12 | |
Accumulated Other Comprehensive Income (Loss), End of Period Balance | (36) | (35) | ||
Amortization of actuarial loss to periodic pension cost | (2) | (1) | (2) | |
Currency Translation Adjustments (1) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | [1] | 0 | 2 | 2 |
Other comprehensive income (loss) before reclassifications | [1] | (4) | (4) | 0 |
Amounts reclassified from accumulated other comprehensive income | [1] | 0 | 0 | 0 |
Income tax (expense) benefit | [1] | 1 | 2 | 0 |
Current period change | [1] | (3) | (2) | 0 |
Accumulated Other Comprehensive Income (Loss), End of Period Balance | [1] | (3) | 0 | 2 |
Minimum Pension Liability Adjustment | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | (35) | (21) | (33) | |
Other comprehensive income (loss) before reclassifications | 1 | (24) | 19 | |
Amounts reclassified from accumulated other comprehensive income | [2] | 2 | 1 | 2 |
Income tax (expense) benefit | (1) | 9 | (9) | |
Current period change | 2 | (14) | 12 | |
Accumulated Other Comprehensive Income (Loss), End of Period Balance | (33) | (35) | (21) | |
Accumulated Other Comprehensive Loss (2) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning of Period Balance | [3] | (35) | (19) | (31) |
Other comprehensive income (loss) before reclassifications | [3] | (3) | (28) | 19 |
Amounts reclassified from accumulated other comprehensive income | [3] | 2 | 1 | 2 |
Income tax (expense) benefit | [3] | 0 | 11 | (9) |
Current period change | [3] | (1) | (16) | 12 |
Accumulated Other Comprehensive Income (Loss), End of Period Balance | [3] | $ (36) | $ (35) | $ (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] | These reclassifications include the amortization of actuarial loss to periodic pension cost of $2 million, $1 million and $2 million for the years ended December 31, 2015, 2014 and 2013, respectively. These amounts were reclassified from accumulated other comprehensive income to the general and administrative expenses line on the statement of operations. | |||
[3] | As of December 31, 2015, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. |
Note 15. Equity (Deficit) State
Note 15. Equity (Deficit) Statement of Equity (Deficit) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Statement of Equity Table [Line Items] | ||||
Balance | $ 2,183 | $ 2,013 | $ 1,519 | |
Net income | 188 | 147 | 443 | |
Other comprehensive income | (1) | (16) | 12 | |
Dividends | (4) | (4) | (5) | |
Capital contributions from noncontrolling interests | 1 | |||
Balance | 2,422 | 2,183 | 2,013 | |
Realogy Group [Member] | ||||
Statement of Equity Table [Line Items] | ||||
Balance | 2,183 | 2,013 | 1,519 | |
Net income | 188 | 147 | 443 | |
Other comprehensive income | (1) | (16) | 12 | |
Contributions from Realogy Holdings | 5 | 6 | 5 | |
Stock-based compensation | 51 | 36 | 39 | |
Dividends | (4) | (4) | (5) | |
Balance | 2,422 | 2,183 | 2,013 | |
Common Stock | ||||
Statement of Equity Table [Line Items] | ||||
Balance | 1 | 1 | 1 | |
Balance | 1 | 1 | 1 | |
Common Stock | Realogy Group [Member] | ||||
Statement of Equity Table [Line Items] | ||||
Balance | 0 | 0 | 0 | |
Balance | 0 | 0 | 0 | |
Additional Paid-In Capital | ||||
Statement of Equity Table [Line Items] | ||||
Balance | 5,677 | 5,635 | 5,591 | |
Balance | 5,733 | 5,677 | 5,635 | |
Additional Paid-In Capital | Realogy Group [Member] | ||||
Statement of Equity Table [Line Items] | ||||
Balance | 5,678 | 5,636 | 5,592 | |
Contributions from Realogy Holdings | 5 | 6 | 5 | |
Stock-based compensation | 51 | 36 | 39 | |
Balance | 5,734 | 5,678 | 5,636 | |
Accumulated Deficit | ||||
Statement of Equity Table [Line Items] | ||||
Balance | (3,464) | (3,607) | (4,045) | |
Net income | 184 | 143 | 438 | |
Balance | (3,280) | (3,464) | (3,607) | |
Accumulated Deficit | Realogy Group [Member] | ||||
Statement of Equity Table [Line Items] | ||||
Balance | (3,464) | (3,607) | (4,045) | |
Net income | 184 | 143 | 438 | |
Balance | (3,280) | (3,464) | (3,607) | |
Accumulated Other Comprehensive Loss | ||||
Statement of Equity Table [Line Items] | ||||
Balance | (35) | (19) | (31) | |
Other comprehensive income | [1] | (1) | (16) | 12 |
Balance | (36) | (35) | (19) | |
Accumulated Other Comprehensive Loss | Realogy Group [Member] | ||||
Statement of Equity Table [Line Items] | ||||
Balance | (35) | (19) | (31) | |
Other comprehensive income | (1) | (16) | 12 | |
Balance | (36) | (35) | (19) | |
Non- controlling Interests | ||||
Statement of Equity Table [Line Items] | ||||
Balance | 4 | 3 | 3 | |
Net income | 4 | 4 | 5 | |
Dividends | (4) | (4) | (5) | |
Balance | 4 | 4 | 3 | |
Non- controlling Interests | Realogy Group [Member] | ||||
Statement of Equity Table [Line Items] | ||||
Balance | 4 | 3 | 3 | |
Net income | 4 | 5 | ||
Dividends | (4) | (4) | (5) | |
Capital contributions from noncontrolling interests | 1 | |||
Balance | $ 4 | $ 4 | $ 3 | |
[1] | As of December 31, 2015, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||
Net income attributable to Realogy Holdings shareholders | $ 9 | $ 110 | $ 97 | $ (32) | $ 21 | $ 100 | $ 68 | $ (46) | $ 184 | $ 143 | $ 438 | ||||||||
Basic weighted average shares | 146.5 | 146 | 145.4 | ||||||||||||||||
Stock options, restricted stock, restricted stock units and performance share units (a) | [1] | 1.6 | 1.2 | 1.2 | |||||||||||||||
Weighted average diluted shares | 148.1 | 147.2 | 146.6 | ||||||||||||||||
Earnings Per Share, Basic | $ 0.06 | $ 0.75 | [2] | $ 0.66 | [2] | $ (0.22) | [2] | $ 0.14 | [3] | $ 0.68 | [3] | $ 0.47 | [3] | $ (0.32) | [3] | $ 1.26 | $ 0.98 | $ 3.01 | |
Earnings Per Share, Diluted | $ 0.06 | $ 0.74 | [2] | $ 0.66 | [2] | $ (0.22) | [2] | $ 0.14 | [3] | $ 0.68 | [3] | $ 0.46 | [3] | $ (0.32) | [3] | $ 1.24 | $ 0.97 | $ 2.99 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3.5 | 3.3 | 2.8 | ||||||||||||||||
[1] | Excludes 3.5 million, 3.3 million and 2.8 million shares of common stock issuable for incentive equity awards for the years ended December 31, 2015, 2014 and 2013, respectively, which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation. | ||||||||||||||||||
[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 quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS (see Note 16 "Earnings Per Share" for further information). | ||||||||||||||||||
[3] | 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. |
Interest Rate, Credit, and Mark
Interest Rate, Credit, and Market Risk Exposures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Principal value of variable rate long term debt | $ 2,502 | ||
Securitization obligations | $ 247 | $ 269 | |
Company Owned Real Estate Brokerage Services | California [Member] | |||
Concentration risk, geographic area, revenue | 27.00% | 28.00% | 28.00% |
Company Owned Real Estate Brokerage Services | New York [Member] | |||
Concentration risk, geographic area, revenue | 23.00% | 24.00% | 24.00% |
Company Owned Real Estate Brokerage Services | Florida [Member] | |||
Concentration risk, geographic area, revenue | 10.00% | 10.00% | 10.00% |
Minimum [Member] | |||
Fixed interest rate of swaps | 2.07% | ||
Maximum [Member] | |||
Fixed interest rate of swaps | 2.89% | ||
Swap [Member] | Interest rate swap contracts | |||
Notional value of derivative instrument | $ 1,475 | ||
Swap [Member] | Interest rate swap contracts | Not Designated as Hedging Instruments | Other non-current liabilities | |||
Fair value of interest rate derivative liabilities | 47 | $ 40 | |
Securitization obligations | |||
Securitization obligations | $ 247 | $ 269 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Interest rate swap contracts | Swap [Member] | |||
Derivative [Line Items] | |||
Notional value of derivative instrument | $ 1,475 | ||
Foreign exchange contracts | |||
Derivative [Line Items] | |||
Notional value of derivative instrument | 33 | $ 27 | |
Maximum [Member] | Foreign exchange contracts | |||
Derivative [Line Items] | |||
Fair value of derivative instrument | 1 | 1 | |
Not Designated as Hedging Instruments | Interest expense | Interest rate swap contracts | Swap [Member] | |||
Derivative [Line Items] | |||
(Gain) or Loss Recognized on Derivatives | 20 | 32 | $ (4) |
Not Designated as Hedging Instruments | Operating expense | Foreign exchange contracts | Forward Contracts [Member] | |||
Derivative [Line Items] | |||
(Gain) or Loss Recognized on Derivatives | (2) | (3) | $ 0 |
Other non-current liabilities | Not Designated as Hedging Instruments | Interest rate swap contracts | Swap [Member] | |||
Derivative [Line Items] | |||
Fair value of interest rate derivative liabilities | 47 | $ 40 | |
July 2012 [Member] | |||
Derivative [Line Items] | |||
Notional value of derivative instrument | 225 | ||
January 2013 [Member] | |||
Derivative [Line Items] | |||
Notional value of derivative instrument | 200 | ||
August 2015 [Member] | |||
Derivative [Line Items] | |||
Notional value of derivative instrument | 600 | ||
November 2017 [Member] | |||
Derivative [Line Items] | |||
Notional value of derivative instrument | $ 450 |
Financial Instruments (Details)
Financial Instruments (Details) - Fair Value Measurements Recurring Member - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | $ 3 | $ 2 |
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) | 3 | 2 |
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 |
Interest rate swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other current and non-current liabilities) | 47 | 40 |
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) | 47 | 40 |
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 |
Fair Value Indebtedness Table (
Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Oct. 23, 2015 | [4] | Dec. 31, 2014 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long-term debt, gross | [1] | $ 3,999 | ||||
Securitization obligations | 247 | $ 269 | ||||
Secured Debt [Member] | Term Loan B Facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long-term debt, gross | 1,867 | [2] | 1,887 | |||
Fair value of long-term debt | [3] | 1,849 | 1,834 | |||
Secured Debt [Member] | Term Loan A Facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long-term debt, gross | 435 | [4] | $ 435 | 0 | ||
Fair value of long-term debt | [3] | 426 | 0 | |||
Secured Debt [Member] | 7.625% First Lien Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long-term debt, gross | 0 | 593 | ||||
Fair value of long-term debt | [3] | 0 | 633 | |||
Secured Debt [Member] | 9.00% First and a Half Lien Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long-term debt, gross | 0 | 196 | ||||
Fair value of long-term debt | [3] | 0 | 215 | |||
Senior Notes [Member] | 3.375% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long-term debt, gross | 500 | 500 | ||||
Fair value of long-term debt | [3] | 500 | 500 | |||
Senior Notes [Member] | 4.50% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long-term debt, gross | 450 | 450 | ||||
Fair value of long-term debt | [3] | 464 | 449 | |||
Senior Notes [Member] | 5.25% Senior Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long-term debt, gross | 300 | 300 | ||||
Fair value of long-term debt | [3] | 308 | 291 | |||
Line of Credit [Member] | Revolving Credit Facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Line of credit facility outstanding amount | 200 | [5],[6] | 0 | |||
Line of credit facility fair value | [3] | 200 | 0 | |||
Securitization obligations | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Securitization obligations | 247 | 269 | ||||
Fair value of securitization obligations | [3] | $ 247 | $ 269 | |||
[1] | Not included in this table, the Company had $134 million of outstanding letters of credit at December 31, 2015, of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $81 million was under the unsecured letter of credit facility with a rate of 2.98%. | |||||
[2] | The Term Loan B Facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to the Term Loan B Facility is based on, at the Company’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). | |||||
[3] | The fair value of the Company's indebtedness is categorized as Level I. | |||||
[4] | The Term Loan A Facility provides for quarterly amortization payments, commencing March 31, 2016, totaling per annum 5%, 5%, 7.5%, 10.0% and 12.5% of the original principal amount of the Term Loan A Facility in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the new Term Loan A Facility are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00%. | |||||
[5] | As of December 31, 2015, the Company had $815 million of borrowing capacity under its Revolving Credit Facility leaving $615 million of available capacity. On February 19, 2016, the Company had $200 million outstanding borrowings on the Revolving Credit Facility and no outstanding letters of credit on such facility, leaving $615 million of available capacity. | |||||
[6] | Interest rates with respect to revolving loans under the Term Loan A Facility at December 31, 2015 were based on, at the Company’s option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the September 30, 2015 senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00%. |
Reconciliation of Revenue from
Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||
Net revenues | $ 1,325 | $ 1,668 | $ 1,651 | $ 1,062 | $ 1,278 | $ 1,531 | $ 1,512 | $ 1,007 | $ 5,706 | $ 5,328 | $ 5,289 | |||
Real Estate Franchise Services | ||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||
Net revenues | 177 | 214 | 213 | 151 | 177 | 199 | 196 | 144 | 755 | [1],[2] | 716 | [1],[2] | 690 | [1],[2] |
Real Estate Franchise Services | Royalties and Marketing Fees [Member] | ||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||
Net revenues | 295 | 283 | 277 | |||||||||||
Company Owned Real Estate Brokerage Services | ||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||
Net revenues | 992 | 1,267 | 1,289 | 796 | 971 | 1,175 | 1,182 | 750 | 4,344 | [1],[2] | 4,078 | [1],[2] | 3,990 | [1],[2] |
Relocation Services | ||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||
Net revenues | 98 | 124 | 108 | 85 | 101 | 125 | 107 | 86 | 415 | [1],[2] | 419 | [1],[2] | 419 | [1],[2] |
Relocation Services | Referral and Relocation Fees [Member] | ||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||
Net revenues | 49 | 42 | 43 | |||||||||||
Title and Settlement Services | ||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||
Net revenues | 125 | 147 | 128 | 87 | 98 | 111 | 108 | 81 | 487 | [1],[2] | 398 | [1],[2] | 467 | [1],[2] |
Corporate and Other | ||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||
Net revenues | $ (67) | $ (84) | $ (87) | $ (57) | $ (69) | $ (79) | $ (81) | $ (54) | $ (295) | [1],[2],[3] | $ (283) | [1],[2],[3] | $ (277) | [1],[2],[3] |
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $49 million for the year ended December 31, 2015, $42 million for the year ended December 31, 2014 and $43 million for the year ended December 31, 2013. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||||||||
[2] | 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 $295 million for the year ended December 31, 2015, $283 million for the year ended December 31, 2014 and $277 million for the year ended December 31, 2013. Such amounts are eliminated through the Corporate and Other line. | |||||||||||||
[3] | Includes the elimination of transactions between segments. |
EBITDA (Details)
EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Loss on the early extinguishment of debt | $ 48 | $ 20 | $ 17 | $ 10 | $ 48 | $ 47 | $ 68 | |||||
Stock-based compensation expense | 57 | 41 | 19 | |||||||||
Former parent legacy benefit, net | $ (14) | $ (1) | (9) | $ (2) | 1 | (15) | (10) | (4) | ||||
Restructuring costs, net | 10 | (1) | 10 | (1) | 4 | |||||||
EBITDA | [1] | 726 | 687 | 653 | ||||||||
Depreciation and amortization | 201 | 190 | 176 | |||||||||
Interest expense, net | 231 | 267 | 281 | |||||||||
Income tax expense (benefit) | 110 | 87 | (242) | |||||||||
Net income attributable to Realogy Holdings and Realogy Group | $ 9 | $ 110 | $ 97 | $ (32) | 21 | $ 100 | $ 68 | $ (46) | 184 | 143 | 438 | |
Real Estate Franchise Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
EBITDA | [1] | 495 | 463 | 448 | ||||||||
Depreciation and amortization | 77 | 75 | 75 | |||||||||
Company Owned Real Estate Brokerage Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
EBITDA | [1] | 199 | 193 | 206 | ||||||||
Depreciation and amortization | 46 | 42 | 35 | |||||||||
Relocation Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
EBITDA | [1] | 105 | 102 | 104 | ||||||||
Depreciation and amortization | 33 | 43 | 44 | |||||||||
Title and Settlement Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
EBITDA | [1] | 48 | 36 | 50 | ||||||||
Depreciation and amortization | 25 | 15 | 11 | |||||||||
Corporate and Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
EBITDA | [1],[2] | (121) | (107) | (155) | ||||||||
Depreciation and amortization | $ 20 | 15 | 11 | |||||||||
Phantom Value Plan [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Stock-based compensation expense | 2 | $ 47 | ||||||||||
Zip Realty [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Business Acquisition, Transaction Costs | $ 10 | $ 10 | ||||||||||
[1] | Includes $48 million related to the loss on the early extinguishment of debt and restructuring charges of $10 million, partially offset by a net benefit of $15 million of former parent legacy items for the year ended December 31, 2015. Includes $47 million related to the loss on the early extinguishment of debt, $10 million of transaction and integration costs related to the ZipRealty acquisition and $2 million related to the Phantom Value Plan, partially offset by a net benefit of $10 million of former parent legacy items and the reversal of a prior year restructuring reserve of $1 million for the year ended December 31, 2014. Includes $68 million 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 $4 million of former parent legacy items for the year ended December 31, 2013. | |||||||||||
[2] | Includes the elimination of transactions between segments. |
Reconciliation of Depreciation
Reconciliation of Depreciation and Amortization from Segments to Consolidated (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Depreciation and amortization | $ 201 | $ 190 | $ 176 |
Real Estate Franchise Services | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Depreciation and amortization | 77 | 75 | 75 |
Company Owned Real Estate Brokerage Services | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Depreciation and amortization | 46 | 42 | 35 |
Relocation Services | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Depreciation and amortization | 33 | 43 | 44 |
Title and Settlement Services | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Depreciation and amortization | 25 | 15 | 11 |
Corporate and Other | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Depreciation and amortization | $ 20 | $ 15 | $ 11 |
Reconciliation of Assets from S
Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 7,531 | $ 7,304 | $ 7,092 |
Real Estate Franchise Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 4,534 | 4,574 | |
Company Owned Real Estate Brokerage Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 1,140 | 1,002 | |
Relocation Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 1,126 | 1,155 | |
Title and Settlement Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 382 | 308 | |
Corporate and Other | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 349 | $ 265 |
Reconciliation of Capital Expen
Reconciliation of Capital Expenditures from Segment to Consolidated (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | $ 84 | $ 71 | $ 62 |
Real Estate Franchise Services | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | 8 | 10 | 6 |
Company Owned Real Estate Brokerage Services | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | 41 | 33 | 29 |
Relocation Services | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | 14 | 9 | 6 |
Title and Settlement Services | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | 8 | 8 | 11 |
Corporate and Other | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | $ 13 | $ 11 | $ 10 |
Geographic Region (Details)
Geographic Region (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 1,325 | $ 1,668 | $ 1,651 | $ 1,062 | $ 1,278 | $ 1,531 | $ 1,512 | $ 1,007 | $ 5,706 | $ 5,328 | $ 5,289 |
Total assets | 7,531 | 7,304 | 7,531 | 7,304 | 7,092 | ||||||
Net property and equipment | 254 | 233 | 254 | 233 | 205 | ||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 5,579 | 5,201 | 5,167 | ||||||||
Total assets | 7,450 | 7,219 | 7,450 | 7,219 | 6,998 | ||||||
Net property and equipment | 252 | 232 | 252 | 232 | 204 | ||||||
All Other Countries [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 127 | 127 | 122 | ||||||||
Total assets | 81 | 85 | 81 | 85 | 94 | ||||||
Net property and equipment | $ 2 | $ 1 | $ 2 | $ 1 | $ 1 |
Selected Quarterly Financial110
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Net revenues | $ 1,325 | $ 1,668 | $ 1,651 | $ 1,062 | $ 1,278 | $ 1,531 | $ 1,512 | $ 1,007 | $ 5,706 | $ 5,328 | $ 5,289 | ||||||||||
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) | 1 | 182 | 157 | (58) | 19 | 167 | 116 | (77) | 282 | 225 | 175 | ||||||||||
Net income (loss) attributable to Realogy Holdings and Realogy Group | $ 9 | $ 110 | $ 97 | $ (32) | $ 21 | $ 100 | $ 68 | $ (46) | $ 184 | $ 143 | $ 438 | ||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||||||||||||
Basic earnings per share | $ 0.06 | $ 0.75 | [1] | $ 0.66 | [1] | $ (0.22) | [1] | $ 0.14 | [2] | $ 0.68 | [2] | $ 0.47 | [2] | $ (0.32) | [2] | $ 1.26 | $ 0.98 | $ 3.01 | |||
Diluted earnings per share | $ 0.06 | $ 0.74 | [1] | $ 0.66 | [1] | $ (0.22) | [1] | $ 0.14 | [2] | $ 0.68 | [2] | $ 0.46 | [2] | $ (0.32) | [2] | $ 1.24 | $ 0.97 | $ 2.99 | |||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||
Loss on the early extinguishment of debt | $ 48 | $ 20 | $ 17 | $ 10 | $ 48 | $ 47 | $ 68 | ||||||||||||||
Former parent legacy benefit, net | $ (14) | $ (1) | (9) | $ (2) | 1 | (15) | (10) | (4) | |||||||||||||
Restructuring costs, net | 10 | (1) | 10 | (1) | 4 | ||||||||||||||||
Real Estate Franchise Services | |||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Net revenues | 177 | 214 | 213 | $ 151 | 177 | 199 | 196 | 144 | 755 | [3],[4] | 716 | [3],[4] | 690 | [3],[4] | |||||||
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) | 92 | 133 | 127 | 67 | 91 | 118 | 117 | 61 | |||||||||||||
Company Owned Real Estate Brokerage Services | |||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Net revenues | 992 | 1,267 | 1,289 | 796 | 971 | 1,175 | 1,182 | 750 | 4,344 | [3],[4] | 4,078 | [3],[4] | 3,990 | [3],[4] | |||||||
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) | 8 | 82 | 75 | (28) | 15 | 77 | 78 | (28) | |||||||||||||
Relocation Services | |||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Net revenues | 98 | 124 | 108 | 85 | 101 | 125 | 107 | 86 | 415 | [3],[4] | 419 | [3],[4] | 419 | [3],[4] | |||||||
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) | 16 | 39 | 22 | (1) | 13 | 37 | 16 | (3) | |||||||||||||
Title and Settlement Services | |||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Net revenues | 125 | 147 | 128 | 87 | 98 | 111 | 108 | 81 | 487 | [3],[4] | 398 | [3],[4] | 467 | [3],[4] | |||||||
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) | 5 | 9 | 16 | (7) | 6 | 11 | 14 | (8) | |||||||||||||
Other | |||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Net revenues | (67) | (84) | (87) | (57) | (69) | (79) | (81) | (54) | $ (295) | [3],[4],[5] | $ (283) | [3],[4],[5] | $ (277) | [3],[4],[5] | |||||||
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) | $ (120) | $ (81) | $ (83) | $ (89) | $ (106) | $ (76) | $ (109) | $ (99) | |||||||||||||
[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 quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS (see Note 16 "Earnings 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 quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS. | ||||||||||||||||||||
[3] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $49 million for the year ended December 31, 2015, $42 million for the year ended December 31, 2014 and $43 million for the year ended December 31, 2013. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | ||||||||||||||||||||
[4] | 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 $295 million for the year ended December 31, 2015, $283 million for the year ended December 31, 2014 and $277 million for the year ended December 31, 2013. Such amounts are eliminated through the Corporate and Other line. | ||||||||||||||||||||
[5] | Includes the elimination of transactions between segments. |
Note 20. Subsequent Events S111
Note 20. Subsequent Events Subsequent Events (Details) - shares | Feb. 24, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||
Shares of common stock outstanding | 147,000,000 | 146,382,923 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of Shares Authorized to be Repurchased | 275,000,000 |