Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
Entity Information [Line Items] | ||
Document Period End Date | Jun. 30, 2017 | |
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-Q | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 136,328,300 | |
Realogy Group LLC [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | REALOGY GROUP LLC | |
Entity Central Index Key | 1,355,001 | |
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||||||
Revenues | |||||||||
Gross commission income | $ 1,374 | $ 1,251 | $ 2,255 | $ 2,077 | |||||
Service revenue | 255 | 252 | 449 | 442 | |||||
Franchise fees | 110 | 104 | 185 | 173 | |||||
Other | 54 | 55 | 107 | 104 | |||||
Net revenues | [1],[2] | 1,793 | 1,662 | 2,996 | 2,796 | ||||
Expenses | |||||||||
Commission and other agent-related costs | 970 | 864 | 1,575 | 1,422 | |||||
Operating | 385 | 391 | 768 | 758 | |||||
Marketing | 70 | 65 | 132 | 123 | |||||
General and administrative | 98 | 70 | 187 | 156 | |||||
Former parent legacy cost, net | (11) | 0 | (11) | 1 | |||||
Restructuring costs | 2 | 12 | 7 | 21 | |||||
Depreciation and amortization | 49 | [3] | 48 | [4] | 99 | [5] | 96 | [6] | |
Interest expense, net | 47 | [3] | 59 | [4] | 86 | [5] | 132 | [6] | |
Loss on the early extinguishment of debt | [3] | 0 | 0 | 4 | 0 | ||||
Total expenses | 1,610 | 1,509 | 2,847 | 2,709 | |||||
Income before income taxes, equity in (earnings) losses and noncontrolling interests | 183 | 153 | 149 | 87 | |||||
Income tax expense | 73 | [3] | 64 | [4] | 64 | [5] | 40 | [6] | |
Equity in (earnings) losses of unconsolidated entities | 0 | (5) | 3 | (5) | |||||
Net income | 110 | 94 | 82 | 52 | |||||
Less: Net income attributable to noncontrolling interests | (1) | (2) | (1) | (2) | |||||
Net income attributable to Realogy Holdings and Realogy Group | $ 109 | [3] | $ 92 | [4] | $ 81 | [5] | $ 50 | [6] | |
Earnings per share attributable to Realogy Holdings: | |||||||||
Basic earnings per share | $ 0.79 | $ 0.63 | $ 0.58 | $ 0.34 | |||||
Diluted earnings per share | $ 0.78 | $ 0.63 | $ 0.58 | $ 0.34 | |||||
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | |||||||||
Basic | 137.6 | 145.5 | 138.6 | 146 | |||||
Diluted | 138.9 | 146.7 | 139.9 | 147.2 | |||||
Cash dividends declared per share (beginning in August 2016) | $ 0.09 | $ 0 | $ 0.18 | $ 0 | |||||
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $12 million and $20 million for the three and six months ended June 30, 2017, respectively, and $13 million and $21 million for the three and six months ended June 30, 2016, respectively. 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 $95 million and $156 million for the three and six months ended June 30, 2017, respectively, and $85 million and $143 million for the three and six months ended June 30, 2016, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||||||
[3] | Includes a net benefit of $11 million of former parent legacy items and an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other, and $2 million of restructuring charges as follows: $1 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the three months ended June 30, 2017. | ||||||||
[4] | Includes $12 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $7 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other for the three months ended June 30, 2016. | ||||||||
[5] | Includes a net benefit of $11 million of former parent legacy items, an $8 million expense related to the settlement of the Strader legal matter and $4 million related to the loss on the early extinguishment of debt in Corporate and Other, and $7 million of restructuring charges as follows: $6 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the six months ended June 30, 2017. | ||||||||
[6] | Includes $21 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $9 million in the Company Owned Real Estate Brokerage Services segment, $3 million in the Relocation Services segment and $6 million in Corporate and Other, and a net cost of $1 million of former parent legacy items in Corporate and Other for the six months ended June 30, 2016. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 110 | $ 94 | $ 82 | $ 52 |
Currency translation adjustment | 1 | (3) | 2 | (3) |
Defined benefit pension plan - amortization of actuarial loss to periodic pension cost | 0 | 1 | 0 | 1 |
Other comprehensive income (loss), before tax | 1 | (2) | 2 | (2) |
Income tax expense related to items of other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | 1 | (2) | 2 | (2) |
Comprehensive income | 111 | 92 | 84 | 50 |
Less: comprehensive income attributable to noncontrolling interests | (1) | (2) | (1) | (2) |
Comprehensive income attributable to Realogy Holdings and Realogy Group | $ 110 | $ 90 | $ 83 | $ 48 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 219 | $ 274 |
Trade receivables (net of allowance for doubtful accounts of $11 and $13) | 178 | 152 |
Relocation receivables | 292 | 244 |
Other current assets | 172 | 148 |
Total current assets | 861 | 818 |
Property and equipment, net | 267 | 267 |
Goodwill | 3,694 | 3,690 |
Trademarks | 748 | 748 |
Franchise agreements, net | 1,327 | 1,361 |
Other intangibles, net | 297 | 313 |
Other non-current assets | 232 | 224 |
Total assets | 7,426 | 7,421 |
Current liabilities: | ||
Accounts payable | 170 | 140 |
Securitization obligations | 223 | 205 |
Due to former parent | 17 | 28 |
Current portion of long-term debt | 237 | 242 |
Accrued expenses and other current liabilities | 423 | 435 |
Total current liabilities | 1,070 | 1,050 |
Long-term debt | 3,246 | 3,265 |
Deferred income taxes | 446 | 389 |
Other non-current liabilities | 241 | 248 |
Total liabilities | 5,003 | 4,952 |
Equity: | ||
Realogy Holdings preferred stock: $.01 par value; 50,000,000 shares authorized, none issued and outstanding at June 30, 2017 and December 31, 2016 | 0 | 0 |
Realogy Holdings common stock: $.01 par value; 400,000,000 shares authorized, 136,779,155 shares issued and outstanding at June 30, 2017 and 140,227,692 shares issued and outstanding at December 31, 2016 | 1 | 1 |
Additional paid-in capital | 5,438 | 5,565 |
Accumulated deficit | (2,981) | (3,062) |
Accumulated other comprehensive loss | (38) | (40) |
Total stockholders' equity | 2,420 | 2,464 |
Noncontrolling interests | 3 | 5 |
Total equity | 2,423 | 2,469 |
Total liabilities and equity | $ 7,426 | $ 7,421 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 11 | $ 13 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares outstanding | 136,779,155 | 140,227,692 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | |||
Operating Activities | ||||
Net income | $ 82 | $ 52 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 99 | [1] | 96 | [2] |
Deferred income taxes | 57 | 33 | ||
Amortization of deferred financing costs and discount | 8 | 8 | ||
Loss on the early extinguishment of debt | 4 | 0 | ||
Equity in (earnings) losses of unconsolidated entities | 3 | (5) | ||
Stock-based compensation | 25 | 25 | ||
Mark-to-market adjustments on derivatives | 5 | 45 | ||
Other adjustments to net income | (1) | (3) | ||
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | ||||
Trade receivables | (26) | (33) | ||
Relocation receivables | (47) | (79) | ||
Other assets | (29) | (14) | ||
Accounts payable, accrued expenses and other liabilities | 22 | (18) | ||
Due to former parent | (11) | 1 | ||
Dividends received from unconsolidated entities | 2 | 1 | ||
Other, net | (7) | (6) | ||
Net cash provided by operating activities | 186 | 103 | ||
Investing Activities | ||||
Property and equipment additions | (48) | (40) | ||
Payments for acquisitions, net of cash acquired | (4) | (15) | ||
Investment in unconsolidated entities | (3) | 0 | ||
Change in restricted cash | 0 | 1 | ||
Other, net | (1) | (4) | ||
Net cash used in investing activities | (56) | (58) | ||
Financing Activities | ||||
Net change in revolving credit facility | (10) | (200) | ||
Amortization payments on term loan facilities | (21) | (20) | ||
Proceeds from issuance of Senior Notes | 0 | 750 | ||
Repayments of Unsecured Debt | 0 | (500) | ||
Net change in securitization obligations | 18 | 34 | ||
Debt issuance costs | (6) | (7) | ||
Repurchase of common stock | (121) | (67) | ||
Dividends paid on common stock | (25) | 0 | ||
Proceeds from exercise of stock options | 3 | 1 | ||
Taxes paid related to net share settlement for stock-based compensation | (10) | (5) | ||
Payments of contingent consideration related to acquisitions | (4) | (10) | ||
Other, net | (10) | (12) | ||
Net cash used in financing activities | (186) | (36) | ||
Effect of changes in exchange rates on cash and cash equivalents | 1 | (1) | ||
Net (decrease) increase in cash and cash equivalents | (55) | 8 | ||
Cash and cash equivalents, beginning of period | 274 | 415 | ||
Cash and cash equivalents, end of period | 219 | 423 | ||
Supplemental Disclosure of Cash Flow Information | ||||
Interest payments (including securitization interest of $3 for both periods presented) | 86 | 86 | ||
Income tax payments, net | 8 | 7 | ||
Securitization Interest | $ 3 | $ 3 | ||
[1] | Includes a net benefit of $11 million of former parent legacy items, an $8 million expense related to the settlement of the Strader legal matter and $4 million related to the loss on the early extinguishment of debt in Corporate and Other, and $7 million of restructuring charges as follows: $6 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the six months ended June 30, 2017. | |||
[2] | Includes $21 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $9 million in the Company Owned Real Estate Brokerage Services segment, $3 million in the Relocation Services segment and $6 million in Corporate and Other, and a net cost of $1 million of former parent legacy items in Corporate and Other for the six months ended June 30, 2016. |
Basis Of Presentation
Basis Of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | 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 Condensed 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 Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Realogy Holdings and Realogy Group's financial position as of June 30, 2017 and the results of operations and comprehensive income for the three and six months ended June 30, 2017 and 2016 and cash flows for the six months ended June 30, 2017 and 2016 . The Consolidated Balance Sheet at December 31, 2016 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2016 . Fair Value Measurements 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 Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. The following table summarizes fair value measurements by level at June 30, 2017 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Interest rate swaps (included in other current and non-current liabilities) $ — $ 28 $ — $ 28 Deferred compensation plan assets (included in other non-current assets) 3 — — 3 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and non-current liabilities) — — 44 44 The following table summarizes fair value measurements by level at December 31, 2016 for assets and 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) $ — $ 33 $ — $ 33 Deferred compensation plan assets (included in other non-current assets) 3 — — 3 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and non-current liabilities) — — 50 50 The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions. These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis. The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis: Level III Fair value of contingent consideration at December 31, 2016 $ 50 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (reflected in the financing section of the Consolidated Statement of Cash Flows) (4 ) Changes in fair value (reflected in the Consolidated Statement of Operations) (2 ) Fair value of contingent consideration at June 30, 2017 $ 44 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: June 30, 2017 December 31, 2016 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 190 $ 190 $ 200 $ 200 Term Loan B 1,089 1,094 1,094 1,100 Term Loan A Facility: Term Loan A 402 403 413 414 Term Loan A-1 346 347 351 351 4.50% Senior Notes 450 464 450 461 5.25% Senior Notes 550 576 550 562 4.875% Senior Notes 500 503 500 483 Securitization obligations 223 223 205 205 _______________ (a) During the second quarter 2017, the Company reclassified its Indebtedness from Level 1 to Level 2 as transactions in these securities did not occur with sufficient frequency and volume to constitute an active market. Investment in PHH Home Loans The Company owns 49.9% of 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. In connection with the joint venture, the Company recorded no earnings related to its equity investment in PHH Home Loans for the three months ended June 30, 2017 and $4 million in losses related to its equity investment in PHH Home Loans for the six months ended June 30, 2017 . The Company recorded $3 million equity in earnings for both the three and six months ended June 30, 2016 . The Company received no cash dividends from PHH Home Loans during both the six months ended June 30, 2017 and June 30, 2016 . The Company's investment in PHH Home Loans was $55 million at June 30, 2017 and $59 million at December 31, 2016 . On February 15, 2017, Realogy announced that it and Guaranteed Rate, Inc. (“Guaranteed Rate”) agreed to form a new joint venture, Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity"), which is expected to begin doing business in August 2017. Commencement of operations is subject to the closing of the transactions contemplated by an asset purchase agreement under which Guaranteed Rate Affinity will acquire certain assets of the mortgage operations of PHH Home Loans, the existing joint venture between Realogy and PHH Mortgage Corporation. The asset purchase agreement and the movement of employees from the existing joint venture to the new joint venture is expected to be completed in a series of phases, with the first phase expected to occur in August 2017 and the remaining phases expected to be completed by the end of 2017. Income Taxes The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $73 million and $64 million for the three months ended June 30, 2017 and June 30, 2016 , respectively, and an expense of $64 million and $40 million for the six months ended June 30, 2017 and June 30, 2016 , respectively. 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 British Pound, Euro, Swiss Franc and Canadian Dollar. The Company has not elected to utilize hedge accounting for these forward contracts; therefore, any change in fair value is recorded in the Condensed 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 June 30, 2017 , the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $30 million . As of December 31, 2016 , the Company had outstanding foreign currency forward contracts with a fair value of $2 million and a notional value of $29 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 Condensed 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 June 30, 2017 December 31, 2016 Interest rate swap contracts Other current and non-current liabilities $ 28 $ 33 The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of Loss Recognized for Derivative Instruments Loss Recognized on Derivatives Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Interest rate swap contracts Interest expense $ 5 $ 14 $ 4 $ 45 Foreign exchange contracts Operating expense 1 — 1 — 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 $7 million at both June 30, 2017 and December 31, 2016 and are primarily included within other current assets on the Company’s Condensed Consolidated Balance Sheets. Supplemental Cash Flow Information Significant non-cash transactions during the six months ended June 30, 2017 and June 30, 2016 included capital lease additions of $8 million and $7 million , respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. Stock Repurchases The Company may repurchase shares of its common stock under authorizations made from its Board of Directors. Shares repurchased are retired and not displayed separately as treasury stock on the consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares. In February 2016, the Company's Board of Directors authorized a share repurchase program of up to $275 million of the Company's common stock. In February 2017, the Company's Board of Directors authorized a new share repurchase program of up to an additional $300 million of the Company's common stock. As of June 30, 2017 , the Company had repurchased and retired 11.2 million shares of common stock for an aggregate of $275 million under the February 2016 share repurchase program and $44 million under the February 2017 share repurchase program at a total weighted average market price of $28.33 per share, including 1.9 million shares of common stock repurchased during the second quarter of 2017 for $60 million at a weighted average market price of $30.22 per share. As of June 30, 2017 , approximately $256 million of authorization remains available for the repurchase of shares under the February 2017 share repurchase program. Dividend Policy In August 2016, the Company’s Board of Directors approved the initiation of a quarterly cash dividend policy of $0.09 per share on its common stock. The Board declared and paid a quarterly cash dividend of $0.09 per share of the Company’s common stock during both the first and second quarter of 2017. The declaration and payment of any future dividend will be subject to the discretion of the Board of Directors and will depend on a variety of factors, including the Company’s financial condition and results of operations, contractual restrictions, including restrictive covenants contained in the Company’s credit agreements, and the indentures governing the Company’s outstanding debt securities, capital requirements and other factors that the Board of Directors deems relevant. Pursuant to the Company’s policy, the dividends payable in cash are treated as a reduction of additional paid-in capital since the Company is currently in a retained deficit position. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates. 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 August 2016, the FASB issued a new standard on classification of cash receipts and payments on the statement of cash flows intending to reduce diversity in practice on how certain transactions are classified. In addition, in November 2016, the FASB issued a new standard requiring that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standards are effective for annual periods beginning after December 15, 2017 and will require a retrospective application at the beginning of the earliest comparative period presented in the year of adoption. The Company plans to early adopt the new standard in the fourth quarter of 2017. The Company expects there to be reclassifications between cash flow categories, but no net cash impact to its Condensed Consolidated Statement of Cash Flows. In February 2016, the FASB issued its new standard on leases which requires virtually all leases to be recognized on the balance sheet. Lessees will recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance leases. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded expense pattern, similar to current capital leases. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The new standard is effective for annual periods beginning after December 15, 2018. Early adoption is permitted. The new leasing standard requires modified retrospective transition, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. The Company is currently evaluating the impact of the standard on its consolidated financial statements and is in the process of implementing a new lease management system. In May 2014, the FASB issued a standard on revenue recognition that will impact 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 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 using the modified retrospective transition method. The Company has made progress on redrafting its revenue recognition accounting policies affected by the standard, assessing the redesign of internal controls, as well as evaluating the expanded disclosure requirements. After a review of the Company's revenue streams, the Company does not expect the new standard to have a material impact on financial results as the majority of the Company's revenue is recognized at the completion of a homesale transaction which will not result in a change in the timing of recognition of revenue transactions under the new revenue recognition guidance. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS 2017 Acquisitions During the six months ended June 30, 2017 , the Company acquired seven real estate brokerage operations through its wholly owned subsidiary, NRT, for aggregate cash consideration of $4 million . These acquisitions resulted in goodwill of $3 million and other intangibles of $1 million . None of the 2017 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. 2016 Acquisitions During the year ended December 31, 2016, the Company acquired eleven real estate brokerage and property management operations through its wholly owned subsidiary, NRT, for aggregate cash consideration of $74 million and established $9 million of contingent consideration. These acquisitions resulted in goodwill of $52 million , customer relationships of $20 million , pendings and listings of $6 million , other intangible assets of $3 million , other assets of $5 million and other liabilities of $3 million . During the year ended December 31, 2016, the Company acquired one title and settlement operation through its wholly owned subsidiary, TRG, for cash consideration of $24 million and established $10 million of contingent consideration. This acquisition resulted in goodwill of $20 million , title plant of $7 million , pendings of $5 million , trademarks of $3 million , other intangible assets of $2 million , other assets of $6 million and other liabilities of $9 million . None of the 2016 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 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 Gross goodwill as of December 31, 2016 $ 3,315 $ 1,051 $ 641 $ 469 $ 5,476 Accumulated impairment losses (1,023 ) (158 ) (281 ) (324 ) (1,786 ) Balance at December 31, 2016 2,292 893 360 145 3,690 Goodwill acquired — 4 — — 4 Balance at June 30, 2017 $ 2,292 $ 897 $ 360 $ 145 $ 3,694 Intangible assets are as follows: As of June 30, 2017 As of December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable—Franchise agreements (a) $ 2,019 $ 692 $ 1,327 $ 2,019 $ 658 $ 1,361 Indefinite life—Trademarks (b) $ 748 $ 748 $ 748 $ 748 Other Intangibles Amortizable—License agreements (c) $ 45 $ 9 $ 36 $ 45 $ 9 $ 36 Amortizable—Customer relationships (d) 550 325 225 550 312 238 Indefinite life—Title plant shares (e) 18 18 18 18 Amortizable—Pendings and listings (f) 5 5 — 6 5 1 Amortizable—Other (g) 34 16 18 33 13 20 Total Other Intangibles $ 652 $ 355 $ 297 $ 652 $ 339 $ 313 _______________ (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, the Real Estate Franchise Services segment and our Company Owned Real Estate Brokerage Services segment. These relationships are being amortized over a period of 2 to 20 years. (e) 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: Three Months Ended Six Months Ended 2017 2016 2017 2016 Franchise agreements $ 17 $ 17 $ 34 $ 34 License agreements — 1 — 1 Customer relationships 7 6 13 13 Pendings and listings — 2 1 2 Other 1 1 3 3 Total $ 25 $ 27 $ 51 $ 53 Based on the Company’s amortizable intangible assets as of June 30, 2017 , the Company expects related amortization expense for the remainder of 2017 , the four succeeding years and thereafter to be approximately $84 million , $80 million , $80 million , $93 million , $92 million and $1,177 million , respectively. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses And Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of: June 30, 2017 December 31, 2016 Accrued payroll and related employee costs $ 118 $ 138 Accrued volume incentives 29 40 Accrued commissions 49 31 Restructuring accruals 8 14 Deferred income 66 69 Accrued interest 12 13 Contingent consideration for acquisitions 19 24 Other 122 106 Total accrued expenses and other current liabilities $ 423 $ 435 |
Short And Long Term-Debt
Short And Long Term-Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: June 30, 2017 December 31, 2016 Senior Secured Credit Facility: Revolving Credit Facility $ 190 $ 200 Term Loan B 1,067 1,069 Term Loan A Facility: Term Loan A 401 411 Term Loan A-1 343 347 4.50% Senior Notes 441 439 5.25% Senior Notes 545 545 4.875% Senior Notes 496 496 Total Short-Term & Long-Term Debt $ 3,483 $ 3,507 Securitization obligations: Apple Ridge Funding LLC $ 211 $ 192 Cartus Financing Limited 12 13 Total securitization obligations $ 223 $ 205 Indebtedness Table As of June 30, 2017 , the Company’s borrowing arrangements were as follows: Interest Expiration Principal Amount Unamortized Discount and Debt Issuance Costs Net Amount Senior Secured Credit Facility: Revolving Credit Facility (1) (2) October 2020 $ 190 $ * $ 190 Term Loan B (3) July 2022 1,089 22 1,067 Term Loan A Facility: Term Loan A (4) October 2020 402 1 401 Term Loan A-1 (5) July 2021 346 3 343 Senior Notes 4.50% April 2019 450 9 441 Senior Notes 5.25% December 2021 550 5 545 Senior Notes 4.875% June 2023 500 4 496 Securitization obligations: (6) Apple Ridge Funding LLC (7) June 2018 211 * 211 Cartus Financing Limited (8) August 2017 12 * 12 Total (9) $ 3,750 $ 44 $ 3,706 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of June 30, 2017 , the Company had $1,050 million of borrowing capacity under its Revolving Credit Facility, leaving $860 million of available capacity. The revolving credit facility expires in October 2020, but is classified on the balance sheet as current due to the revolving nature of the facility. On August 1, 2017 , the Company had $140 million in outstanding borrowings under the Revolving Credit Facility, leaving $910 million of available capacity. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at June 30, 2017 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017 . (3) The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75% ) or (b) JPMorgan Chase Bank, N.A.’s prime rate (" ABR ") plus 1.25% (with an ABR floor of 1.75% ). (4) The Term Loan A provides for quarterly amortization payments, which commenced 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 in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the Term Loan A 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017 . (5) The Term Loan A-1 provides for quarterly amortization payments, which commenced on September 30, 2016, totaling per annum 2.5% , 2.5% , 5% , 7.5% and 10.0% of the original principal amount of the Term Loan A-1, with the last amortization payment made on June 30, 2021. The interest rates with respect to term loans under the Term Loan A-1 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017 . (6) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (7) In June 2017, Realogy Group extended the existing Apple Ridge Funding LLC securitization program utilized by Cartus until June 2018. As of June 30, 2017 , the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $114 million of available capacity. (8) Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of June 30, 2017 , the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $8 million of available capacity. (9) Not included in this table, the Company had $124 million of outstanding letters of credit at June 30, 2017 under the Unsecured Letter of Credit Facility with a weighted average rate of 2.93% . At June 30, 2017 , the capacity of the facility was $131 million . Maturities Table As of June 30, 2017 , the combined aggregate amount of maturities for long-term borrowings, excluding securitization obligations, for the remainder of 2017 and each of the next four years is as follows: Year Amount Remaining 2017 (a) $ 211 2018 57 2019 527 2020 356 2021 837 _______________ (a) The current portion of long-term debt consists of remaining 2017 amortization payments totaling $11 million , $4 million and $6 million for the Term Loan A, Term Loan A-1 and Term Loan B facilities, respectively, as well as $190 million of revolver borrowings under the revolving credit facility which expires in October 2020, but are classified on the balance sheet as current due to the revolving nature of the facility. Senior Secured Credit Facility In July 2016, the Company entered into a third amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, dated as of March 5, 2013, as amended. The Third Amendment replaced the $1,858 million Term Loan B due March 2020 with a new $1,100 million Term Loan B due July 20, 2022. In January 2017, the Company entered into a fourth amendment (the “Fourth Amendment” to the Amended and Restated Credit Agreement, as so amended, the "Senior Secured Credit Agreement") that repriced the Term Loan B through a refinancing of the existing term loan with a new Term Loan B. The Fourth Amendment reduced the interest rate by 75 basis points but did not change the maturity date for the Term Loan B. The Company also entered into an Incremental Assumption Agreement to the Senior Secured Credit Agreement pursuant to which the Company increased the borrowing capacity under its Revolving Credit Facility to $1,050 million from the existing $815 million . The Senior Secured Credit Agreement provides for: (a) a Term Loan B issued in the original aggregate principal amount of $1,100 million with a maturity date of July 2022. The Term Loan B has quarterly amortization payments totaling 1% per annum of the initial aggregate principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at Realogy Group's option, adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75% ) or ABR plus 1.25% (with an ABR floor of 1.75% ); and (b) a $1,050 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 Senior Secured 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 Senior Secured Credit Agreement also permits us to issue senior secured or unsecured notes in lieu of any incremental facility. The obligations under the Senior Secured Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries. Realogy Group’s Senior Secured Credit 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 . The leverage ratio is tested quarterly regardless of the amount of borrowings outstanding and letters of credit issued under the revolver at the testing date. Total senior secured net debt does not include unsecured indebtedness, including the Unsecured Notes as well as the securitization obligations. At June 30, 2017 , Realogy Group was in compliance with the senior secured leverage ratio covenant. Term Loan A Facility In October 2015, Realogy Group entered into the Term Loan A senior secured credit agreement which provides for a five -year, $435 million loan issued at par with a maturity date of October 23, 2020 (the “Term Loan A”) and has terms substantially similar to the Senior Secured Credit Agreement. The Term Loan A provides for quarterly amortization payments, which commenced March 31, 2016, totaling the amount per annum equal to the following percentages of the original principal amount of the Term Loan A: 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 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% In July 2016, Realogy Group entered into a first amendment to the Term Loan A senior secured credit agreement. Under the amendment, the Company issued the Term Loan A-1 in the amount of $355 million with a maturity date in July 2021 under its existing Term Loan A Facility and on terms substantially similar to its existing Term Loan A. The Term Loan A-1 provides for quarterly amortization payments totaling 2.5% , 2.5% , 5% , 7.5% and 10.0% of the original principal amount of the Term Loan A-1, which commenced September 30, 2016 continuing through June 30, 2021. The interest rates with respect to term loans under the Term Loan A-1 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 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% Consistent with the Senior Secured 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, 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. Unsecured Notes The 4.50% Senior Notes, 5.25% Senior Notes and 4.875% Senior Notes (each as defined below, collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on April 15, 2019, December 1, 2021 and June 1, 2023, respectively. Interest on the Unsecured Notes is payable each year semiannually on April 15 and October 15 for the 4.50% Senior Notes and June 1 and December 1 for both the 5.25% Senior Notes and 4.875% 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. At June 30, 2017 , the capacity of the facility was $131 million . The facility's expiration dates are as follows: Capacity (in millions) Expiration Date $65 September 2018 $66 December 2019 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 June 30, 2017 , $124 million of the Unsecured Letter of Credit Facility was being utilized. Securitization Obligations Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program. In June 2017, Realogy Group extended the program until June 2018. The program has a capacity of $325 million . At June 30, 2017 , Realogy Group had $211 million of outstanding borrowings under the facility. Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £10 million revolving loan facility and a £5 million working capital facility, both of which expire on August 31, 2017. There were $12 million of outstanding borrowings on the facilities at June 30, 2017 . 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. 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 $288 million and $238 million of underlying relocation receivables and other related relocation assets at June 30, 2017 and December 31, 2016 , 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 Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under these facilities amounted to $2 million and $3 million for both the three and six months ended June 30, 2017 and 2016 . This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Realogy Group's relocation business where interest is generally earned on such assets. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.4% and 2.5% for the six months ended June 30, 2017 and 2016 , respectively. Loss on the Early Extinguishment of Debt As a result of the refinancing transaction in January of 2017, the Company recorded a loss on the early extinguishment of debt of $4 million during the first half of 2017 . |
Restructuring Costs Restructuri
Restructuring Costs Restructuring Costs (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 6. RESTRUCTURING COSTS Restructuring charges were $2 million and $7 million for the three and six months ended June 30, 2017 , respectively, and $12 million and $21 million for the three and six months ended June 30, 2016 , respectively. The components of the restructuring charges for the three and six months ended June 30, 2017 and 2016 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Personnel-related costs (1) $ 1 $ 9 $ 6 $ 11 Facility-related costs (2) 1 3 1 5 Accelerated depreciation on asset disposals — — — — Other restructuring costs (3) — — — 5 Total restructuring charges $ 2 $ 12 $ 7 $ 21 _______________ (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 which are primarily included in the Corporate and Other business segment. Business Optimization Initiative During the fourth quarter of 2015, the Company began a business optimization initiative that focused on maximizing the efficiency and effectiveness of the cost structure of each of the Company's business units. The action was designed to improve client service levels across each of the business units while enhancing the Company's profitability and incremental margins. The plan focused on several key areas of opportunity which include process improvement efficiencies, office footprint optimization, leveraging technology and media spend, centralized procurement, outsourcing administrative services and organizational design. The expected costs of activities undertaken in connection with the restructuring plan are largely complete. The following is a reconciliation of the beginning and ending restructuring reserve balances for the Business Optimization Initiative: Personnel-related costs Facility-related costs Accelerated depreciation on asset disposal Other restructuring costs Total Balance at December 31, 2016 $ 9 $ 7 $ — $ — $ 16 Restructuring charges 6 1 — — 7 Costs paid or otherwise settled (11 ) (3 ) — — (14 ) Balance at June 30, 2017 $ 4 $ 5 $ — $ — $ 9 The following table shows the total restructuring costs expected to be incurred by type of cost for the Business Optimization Initiative: Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred Personnel-related costs $ 32 $ 31 $ 1 Facility-related costs 16 14 2 Accelerated depreciation related to asset disposals 2 1 1 Other restructuring costs 11 10 1 Total $ 61 $ 56 $ 5 The following table shows the total restructuring costs expected to be incurred by reportable segment for the Business Optimization Initiative: Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred Real Estate Franchise Services $ 5 $ 5 $ — Company Owned Real Estate Brokerage Services 35 33 2 Relocation Services 5 5 — Title and Settlement Services 1 1 — Corporate and Other 15 12 3 Total $ 61 $ 56 $ 5 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company has stock-based compensation plans (the 2007 Stock Incentive Plan and the 2012 Long-Term Incentive Plan) under which incentive equity awards such as non-qualified stock options, rights to purchase shares of common stock, restricted stock, restricted stock units ("RSUs"), performance restricted stock units and performance share units ("PSUs") may be issued to employees, consultants and directors of Realogy. The Company's stockholders approved the Amended and Restated 2012 Long-Term Incentive Plan at the 2016 Annual Meeting of Stockholders held on May 4, 2016 (the "Amended and Restated 2012 LTIP"). The Amended and Restated 2012 LTIP increases the number of shares authorized for issuance under that plan by 9.8 million shares. The total number of shares authorized for issuance under the plans is 19.4 million shares. Awards granted under the Amended and Restated 2012 LTIP utilizing the additional 9.8 million share reserve, except options and stock appreciation rights, must be counted against the foregoing share limit on a 2.22 share to one basis for each share actually granted in connection with such award. As of June 30, 2017 , the total number of shares available for future grants under the Amended and Restated 2012 LTIP was approximately 3 million shares. The Company does not expect to issue any additional awards under the 2007 Stock Incentive Plan. Consistent with the 2016 long-term incentive equity awards, the 2017 awards include a mix of PSUs, RSUs (performance restricted stock units for the CEO and direct reports) and options. The 2017 PSUs are incentives that reward grantees based upon the Company's financial performance over a three -year performance period ending December 31, 2019. 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 2020. The RSUs vest over three years, with 33.33% vesting on each anniversary of the grant date. Time-vesting of the 2017 performance RSUs for the CEO and direct reports is subject to achievement of a minimum EBITDA performance goal for 2017. 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. In August 2016, the Company’s Board of Directors approved the initiation of a quarterly cash dividend policy on its common stock. The Board declared a cash dividend of $0.09 per share of the Company’s common stock per quarter. When payment of cash dividends occurs, the Company issues dividend equivalent units ("DEUs") to eligible holders of outstanding RSUs and PSUs. The number of DEUs granted for each RSU or PSU is calculated by dividing the amount of the cash dividend on the number of shares covered by the RSU or PSU at the time of the related dividend record date by the closing price of the Company's stock on the related dividend payment date. The DEUs are subject to the same vesting requirements, settlement provisions, and other terms and conditions as the original award to which they relate. The issuance of DEUs have an immaterial impact on the Company's stock-based compensation activity. The fair value of RSUs and PSUs 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. 2017 RTSR PSU Weighted average grant date fair value $ 27.98 Weighted average expected volatility 29.0 % Weighted average volatility of XHB 18.4 % Weighted average correlation coefficient 0.53 Weighted average risk-free interest rate 1.5 % Weighted average dividend yield — A summary of RSU activity for the six months ended June 30, 2017 is presented below (number of shares in millions): Restricted Weighted Average Grant Date Fair Value Unvested at January 1, 2017 1.4 $ 37.53 Granted 1.1 28.19 Vested (a) (0.6 ) 39.58 Forfeited (0.1 ) 31.19 Unvested at June 30, 2017 1.8 $ 31.36 ______________ (a) The total fair value of RSUs which vested during the six months ended June 30, 2017 was $25 million . A summary of PSU activity for the six months ended June 30, 2017 is presented below (number of shares in millions): Performance Share Units (a) Weighted Average Grant Date Fair Value Unvested at January 1, 2017 1.0 $ 36.66 Granted 0.7 27.70 Vested — — Forfeited — — Unvested at June 30, 2017 1.7 $ 32.71 ______________ (a) The PSU amounts in the table are shown at the target amount of the award. The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model. 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 are expected to be outstanding and is based on the simplified method. 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. 2017 Options Weighted average grant date fair value $ 8.00 Weighted average expected volatility 30.7 % Weighted average expected term (years) 6.25 Weighted average risk-free interest rate 2.1 % Weighted average dividend yield 1.3 % A summary of stock option unit activity for the six months ended June 30, 2017 is presented below (number of shares in millions): Options Weighted Average Exercise Price Outstanding at January 1, 2017 3.3 $ 31.71 Granted 0.4 27.56 Exercised (a) (b) (0.2 ) 23.89 Forfeited/Expired — — Outstanding at June 30, 2017 (c) 3.5 $ 31.50 ______________ (a) The intrinsic value of options exercised during the six months ended June 30, 2017 was $1 million . (b) Cash received from options exercised during the six months ended June 30, 2017 was $5 million . (c) Options outstanding at June 30, 2017 have an intrinsic value of $6 million and have a weighted average remaining contractual life of 6 years . Stock-Based Compensation Expense As of June 30, 2017 , based on current performance achievement expectations, there was $59 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 1.3 years . The Company recorded stock-based compensation expense related to the incentive equity awards of $14 million and $26 million for the three and six months ended June 30, 2017 , respectively, and $13 million and $25 million for the three and six months ended June 30, 2016 , respectively. |
Transactions With Former Parent
Transactions With Former Parent And Subsidiaries | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Transactions With Former Parent And Subsidiaries | 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 $17 million and $28 million at June 30, 2017 and December 31, 2016 , 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. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 9. 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. Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share data) 2017 2016 2017 2016 Net income attributable to Realogy Holdings shareholders $ 109 $ 92 $ 81 $ 50 Basic weighted average shares 137.6 145.5 138.6 146.0 Stock options, restricted stock units and performance share units (a) 1.3 1.2 1.3 1.2 Weighted average diluted shares 138.9 146.7 139.9 147.2 Earnings Per Share: Basic $ 0.79 $ 0.63 $ 0.58 $ 0.34 Diluted $ 0.78 $ 0.63 $ 0.58 $ 0.34 _______________ (a) The three and six months ended June 30, 2017 , both exclude 5.8 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. The three and six months ended June 30, 2016 , both exclude 5.3 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. In the second quarter of 2017 , the Company repurchased and retired 1.9 million shares of common stock for $60 million at a weighted average market price of $30.22 per share. In the first half of 2017 , the Company repurchased and retired 4.1 million shares of common stock for $120 million at a weighted average market price of $28.97 per share. The shares repurchased include 88,320 shares for which the trade date occurred in late June 2017 while settlement occurred in July 2017. The purchase of shares under this plan reduces the weighted-average number of shares outstanding in the basic earnings per share calculation. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
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; • 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; • 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, unemployment and workers' compensation and could seek benefits, back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees; • 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; • 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; and • concerning information security and cyber crime. Real Estate Business Litigation Strader, et al. 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 four 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. 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 do the claims lack merit, but they are time-barred under RESPA's one-year statute of limitations. On April 5, 2016, the court granted defendants' motion to dismiss with leave for the plaintiffs to amend their complaint. Plaintiffs filed a second amended complaint on April 21, 2016, and a third amended complaint on May 12, 2016. Defendants filed a motion to dismiss the third amended complaint. The Court denied the motion on October 6, 2016, without prejudice to defendants’ ability to move for summary judgment after discovery. The parties are proceeding with discovery. On May 19, 2017, the parties held a second mediation session, at which they agreed in principle to a settlement of the action, pursuant to which the Company would pay approximately $8 million (or one-half of the settlement). The agreement in principle is subject to the parties resolving certain additional issues such as the allocation of settlement funds, the filing of a fourth amended complaint and completing confirmatory discovery. On July 31, 2017, the fourth amended complaint was filed changing the named plaintiffs. The plaintiffs must file their motion for preliminary approval of the settlement by August 25, 2017. There can be no assurance that the parties will reach a definitive settlement or that the Court will approve it. 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 accurate square footage or 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 June 30, 2017 and December 31, 2016 . 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 $650 million at June 30, 2017 and $415 million at December 31, 2016 . These escrow and trust deposits are not assets of the Company and, therefore, are excluded from the accompanying Condensed Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
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 Condensed Consolidated Statements of Operations. The Company’s presentation of EBITDA may not be comparable to similar measures used by other companies. Revenues (a) (b) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Real Estate Franchise Services $ 237 $ 221 $ 407 $ 378 Company Owned Real Estate Brokerage Services 1,392 1,268 2,289 2,109 Relocation Services 102 109 179 192 Title and Settlement Services 157 149 277 260 Corporate and Other (c) (95 ) (85 ) (156 ) (143 ) Total Company $ 1,793 $ 1,662 $ 2,996 $ 2,796 _______________ (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 $95 million and $156 million for the three and six months ended June 30, 2017 , respectively, and $85 million and $143 million for the three and six months ended June 30, 2016 , respectively. 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 $12 million and $20 million for the three and six months ended June 30, 2017 , respectively, and $13 million and $21 million for the three and six months ended June 30, 2016 , respectively. 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 Three Months Ended June 30, Six Months Ended June 30, 2017 (a) 2016 (b) 2017 (c) 2016 (d) Real Estate Franchise Services $ 166 $ 149 $ 268 $ 241 Company Owned Real Estate Brokerage Services 77 78 51 57 Relocation Services 27 29 28 34 Title and Settlement Services 26 26 28 26 Corporate and Other (e) (18 ) (19 ) (45 ) (40 ) Total Company $ 278 $ 263 $ 330 $ 318 Less: Depreciation and amortization $ 49 $ 48 $ 99 $ 96 Interest expense, net 47 59 86 132 Income tax expense 73 64 64 40 Net income attributable to Realogy Holdings and Realogy Group $ 109 $ 92 $ 81 $ 50 _______________ (a) Includes a net benefit of $11 million of former parent legacy items and an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other, and $2 million of restructuring charges as follows: $1 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the three months ended June 30, 2017 . (b) Includes $12 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $7 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other for the three months ended June 30, 2016 . (c) Includes a net benefit of $11 million of former parent legacy items, an $8 million expense related to the settlement of the Strader legal matter and $4 million related to the loss on the early extinguishment of debt in Corporate and Other, and $7 million of restructuring charges as follows: $6 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the six months ended June 30, 2017 . (d) Includes $21 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $9 million in the Company Owned Real Estate Brokerage Services segment, $3 million in the Relocation Services segment and $6 million in Corporate and Other, and a net cost of $1 million of former parent legacy items in Corporate and Other for the six months ended June 30, 2016 . (e) Includes the elimination of transactions between segments. |
Basis Of Presentation Basis of
Basis Of Presentation Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Measurement, Policy | 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 Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. |
Income Tax, Policy | Income Taxes The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $73 million and $64 million for the three months ended June 30, 2017 and June 30, 2016 , respectively, and an expense of $64 million and $40 million for the six months ended June 30, 2017 and June 30, 2016 , respectively. |
Derivatives, Policy | 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 British Pound, Euro, Swiss Franc and Canadian Dollar. The Company has not elected to utilize hedge accounting for these forward contracts; therefore, any change in fair value is recorded in the Condensed 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 June 30, 2017 , the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $30 million . As of December 31, 2016 , the Company had outstanding foreign currency forward contracts with a fair value of $2 million and a notional value of $29 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 Condensed Consolidated Statements of Operations. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy | 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 $7 million at both June 30, 2017 and December 31, 2016 and are primarily included within other current assets on the Company’s Condensed Consolidated Balance Sheets. |
Stock Repurchase Policy | Stock Repurchases The Company may repurchase shares of its common stock under authorizations made from its Board of Directors. Shares repurchased are retired and not displayed separately as treasury stock on the consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares. In February 2016, the Company's Board of Directors authorized a share repurchase program of up to $275 million of the Company's common stock. In February 2017, the Company's Board of Directors authorized a new share repurchase program of up to an additional $300 million of the Company's common stock. As of June 30, 2017 , the Company had repurchased and retired 11.2 million shares of common stock for an aggregate of $275 million under the February 2016 share repurchase program and $44 million under the February 2017 share repurchase program at a total weighted average market price of $28.33 per share, including 1.9 million shares of common stock repurchased during the second quarter of 2017 for $60 million at a weighted average market price of $30.22 per share. As of June 30, 2017 , approximately $256 million of authorization remains available for the repurchase of shares under the February 2017 share repurchase program. |
Dividends Policy | In August 2016, the Company’s Board of Directors approved the initiation of a quarterly cash dividend policy of $0.09 per share on its common stock. The Board declared and paid a quarterly cash dividend of $0.09 per share of the Company’s common stock during both the first and second quarter of 2017. The declaration and payment of any future dividend will be subject to the discretion of the Board of Directors and will depend on a variety of factors, including the Company’s financial condition and results of operations, contractual restrictions, including restrictive covenants contained in the Company’s credit agreements, and the indentures governing the Company’s outstanding debt securities, capital requirements and other factors that the Board of Directors deems relevant. Pursuant to the Company’s policy, the dividends payable in cash are treated as a reduction of additional paid-in capital since the Company is currently in a retained deficit position. |
New Accounting Pronouncements, Policy | Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates. 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 August 2016, the FASB issued a new standard on classification of cash receipts and payments on the statement of cash flows intending to reduce diversity in practice on how certain transactions are classified. In addition, in November 2016, the FASB issued a new standard requiring that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standards are effective for annual periods beginning after December 15, 2017 and will require a retrospective application at the beginning of the earliest comparative period presented in the year of adoption. The Company plans to early adopt the new standard in the fourth quarter of 2017. The Company expects there to be reclassifications between cash flow categories, but no net cash impact to its Condensed Consolidated Statement of Cash Flows. In February 2016, the FASB issued its new standard on leases which requires virtually all leases to be recognized on the balance sheet. Lessees will recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance leases. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded expense pattern, similar to current capital leases. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The new standard is effective for annual periods beginning after December 15, 2018. Early adoption is permitted. The new leasing standard requires modified retrospective transition, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. The Company is currently evaluating the impact of the standard on its consolidated financial statements and is in the process of implementing a new lease management system. In May 2014, the FASB issued a standard on revenue recognition that will impact 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 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 using the modified retrospective transition method. The Company has made progress on redrafting its revenue recognition accounting policies affected by the standard, assessing the redesign of internal controls, as well as evaluating the expanded disclosure requirements. After a review of the Company's revenue streams, the Company does not expect the new standard to have a material impact on financial results as the majority of the Company's revenue is recognized at the completion of a homesale transaction which will not result in a change in the timing of recognition of revenue transactions under the new revenue recognition guidance. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Hierarchy | The following table summarizes fair value measurements by level at June 30, 2017 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Interest rate swaps (included in other current and non-current liabilities) $ — $ 28 $ — $ 28 Deferred compensation plan assets (included in other non-current assets) 3 — — 3 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and non-current liabilities) — — 44 44 The following table summarizes fair value measurements by level at December 31, 2016 for assets and 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) $ — $ 33 $ — $ 33 Deferred compensation plan assets (included in other non-current assets) 3 — — 3 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and non-current liabilities) — — 50 50 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis: Level III Fair value of contingent consideration at December 31, 2016 $ 50 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (reflected in the financing section of the Consolidated Statement of Cash Flows) (4 ) Changes in fair value (reflected in the Consolidated Statement of Operations) (2 ) Fair value of contingent consideration at June 30, 2017 $ 44 |
Fair Value, by Balance Sheet Grouping | 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: June 30, 2017 December 31, 2016 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 190 $ 190 $ 200 $ 200 Term Loan B 1,089 1,094 1,094 1,100 Term Loan A Facility: Term Loan A 402 403 413 414 Term Loan A-1 346 347 351 351 4.50% Senior Notes 450 464 450 461 5.25% Senior Notes 550 576 550 562 4.875% Senior Notes 500 503 500 483 Securitization obligations 223 223 205 205 _______________ (a) During the second quarter 2017, the Company reclassified its Indebtedness from Level 1 to Level 2 as transactions in these securities did not occur with sufficient frequency and volume to constitute an active market. |
Schedule of Derivative Instruments | 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 June 30, 2017 December 31, 2016 Interest rate swap contracts Other current and non-current liabilities $ 28 $ 33 |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of Loss Recognized for Derivative Instruments Loss Recognized on Derivatives Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Interest rate swap contracts Interest expense $ 5 $ 14 $ 4 $ 45 Foreign exchange contracts Operating expense 1 — 1 — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by segment and changes in the carrying amount | 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 Gross goodwill as of December 31, 2016 $ 3,315 $ 1,051 $ 641 $ 469 $ 5,476 Accumulated impairment losses (1,023 ) (158 ) (281 ) (324 ) (1,786 ) Balance at December 31, 2016 2,292 893 360 145 3,690 Goodwill acquired — 4 — — 4 Balance at June 30, 2017 $ 2,292 $ 897 $ 360 $ 145 $ 3,694 |
Intangible assets | Intangible assets are as follows: As of June 30, 2017 As of December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable—Franchise agreements (a) $ 2,019 $ 692 $ 1,327 $ 2,019 $ 658 $ 1,361 Indefinite life—Trademarks (b) $ 748 $ 748 $ 748 $ 748 Other Intangibles Amortizable—License agreements (c) $ 45 $ 9 $ 36 $ 45 $ 9 $ 36 Amortizable—Customer relationships (d) 550 325 225 550 312 238 Indefinite life—Title plant shares (e) 18 18 18 18 Amortizable—Pendings and listings (f) 5 5 — 6 5 1 Amortizable—Other (g) 34 16 18 33 13 20 Total Other Intangibles $ 652 $ 355 $ 297 $ 652 $ 339 $ 313 _______________ (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, the Real Estate Franchise Services segment and our Company Owned Real Estate Brokerage Services segment. These relationships are being amortized over a period of 2 to 20 years. (e) 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 | Intangible asset amortization expense is as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Franchise agreements $ 17 $ 17 $ 34 $ 34 License agreements — 1 — 1 Customer relationships 7 6 13 13 Pendings and listings — 2 1 2 Other 1 1 3 3 Total $ 25 $ 27 $ 51 $ 53 |
Accrued Expenses And Other Cu21
Accrued Expenses And Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: June 30, 2017 December 31, 2016 Accrued payroll and related employee costs $ 118 $ 138 Accrued volume incentives 29 40 Accrued commissions 49 31 Restructuring accruals 8 14 Deferred income 66 69 Accrued interest 12 13 Contingent consideration for acquisitions 19 24 Other 122 106 Total accrued expenses and other current liabilities $ 423 $ 435 |
Short And Long-Term Debt (Table
Short And Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: June 30, 2017 December 31, 2016 Senior Secured Credit Facility: Revolving Credit Facility $ 190 $ 200 Term Loan B 1,067 1,069 Term Loan A Facility: Term Loan A 401 411 Term Loan A-1 343 347 4.50% Senior Notes 441 439 5.25% Senior Notes 545 545 4.875% Senior Notes 496 496 Total Short-Term & Long-Term Debt $ 3,483 $ 3,507 Securitization obligations: Apple Ridge Funding LLC $ 211 $ 192 Cartus Financing Limited 12 13 Total securitization obligations $ 223 $ 205 |
Schedule of Debt | As of June 30, 2017 , the Company’s borrowing arrangements were as follows: Interest Expiration Principal Amount Unamortized Discount and Debt Issuance Costs Net Amount Senior Secured Credit Facility: Revolving Credit Facility (1) (2) October 2020 $ 190 $ * $ 190 Term Loan B (3) July 2022 1,089 22 1,067 Term Loan A Facility: Term Loan A (4) October 2020 402 1 401 Term Loan A-1 (5) July 2021 346 3 343 Senior Notes 4.50% April 2019 450 9 441 Senior Notes 5.25% December 2021 550 5 545 Senior Notes 4.875% June 2023 500 4 496 Securitization obligations: (6) Apple Ridge Funding LLC (7) June 2018 211 * 211 Cartus Financing Limited (8) August 2017 12 * 12 Total (9) $ 3,750 $ 44 $ 3,706 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of June 30, 2017 , the Company had $1,050 million of borrowing capacity under its Revolving Credit Facility, leaving $860 million of available capacity. The revolving credit facility expires in October 2020, but is classified on the balance sheet as current due to the revolving nature of the facility. On August 1, 2017 , the Company had $140 million in outstanding borrowings under the Revolving Credit Facility, leaving $910 million of available capacity. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at June 30, 2017 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017 . (3) The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75% ) or (b) JPMorgan Chase Bank, N.A.’s prime rate (" ABR ") plus 1.25% (with an ABR floor of 1.75% ). (4) The Term Loan A provides for quarterly amortization payments, which commenced 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 in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the Term Loan A 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017 . (5) The Term Loan A-1 provides for quarterly amortization payments, which commenced on September 30, 2016, totaling per annum 2.5% , 2.5% , 5% , 7.5% and 10.0% of the original principal amount of the Term Loan A-1, with the last amortization payment made on June 30, 2021. The interest rates with respect to term loans under the Term Loan A-1 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017 . (6) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (7) In June 2017, Realogy Group extended the existing Apple Ridge Funding LLC securitization program utilized by Cartus until June 2018. As of June 30, 2017 , the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $114 million of available capacity. (8) Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of June 30, 2017 , the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $8 million of available capacity. (9) Not included in this table, the Company had $124 million of outstanding letters of credit at June 30, 2017 under the Unsecured Letter of Credit Facility with a weighted average rate of 2.93% . At June 30, 2017 , the capacity of the facility was $131 million . |
Schedule of Maturities of Long-term Debt | Year Amount Remaining 2017 (a) $ 211 2018 57 2019 527 2020 356 2021 837 _______________ (a) The current portion of long-term debt consists of remaining 2017 amortization payments totaling $11 million , $4 million and $6 million for the Term Loan A, Term Loan A-1 and Term Loan B facilities, respectively, as well as $190 million of revolver borrowings under the revolving credit facility which expires in October 2020, but are classified on the balance sheet as current due to the revolving nature of the facility. |
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 | 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-1 | 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 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% |
Expiration Capacity Table for Unsecured Letter of Credit Facilities | The facility's expiration dates are as follows: Capacity (in millions) Expiration Date $65 September 2018 $66 December 2019 |
Restructuring Costs Restructu23
Restructuring Costs Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The components of the restructuring charges for the three and six months ended June 30, 2017 and 2016 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Personnel-related costs (1) $ 1 $ 9 $ 6 $ 11 Facility-related costs (2) 1 3 1 5 Accelerated depreciation on asset disposals — — — — Other restructuring costs (3) — — — 5 Total restructuring charges $ 2 $ 12 $ 7 $ 21 _______________ (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 which are primarily included in the Corporate and Other business segment. |
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 Business Optimization Initiative: Personnel-related costs Facility-related costs Accelerated depreciation on asset disposal Other restructuring costs Total Balance at December 31, 2016 $ 9 $ 7 $ — $ — $ 16 Restructuring charges 6 1 — — 7 Costs paid or otherwise settled (11 ) (3 ) — — (14 ) Balance at June 30, 2017 $ 4 $ 5 $ — $ — $ 9 |
Schedule of Expected Restructuring Costs by Cost Type [Table Text Block] | The following table shows the total restructuring costs expected to be incurred by type of cost for the Business Optimization Initiative: Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred Personnel-related costs $ 32 $ 31 $ 1 Facility-related costs 16 14 2 Accelerated depreciation related to asset disposals 2 1 1 Other restructuring costs 11 10 1 Total $ 61 $ 56 $ 5 |
Schedule of Expected Restructuring Costs by Business Segment [Table Text Block] | The following table shows the total restructuring costs expected to be incurred by reportable segment for the Business Optimization Initiative: Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred Real Estate Franchise Services $ 5 $ 5 $ — Company Owned Real Estate Brokerage Services 35 33 2 Relocation Services 5 5 — Title and Settlement Services 1 1 — Corporate and Other 15 12 3 Total $ 61 $ 56 $ 5 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Market Performance Unit Award Valuation Assumptions | 2017 RTSR PSU Weighted average grant date fair value $ 27.98 Weighted average expected volatility 29.0 % Weighted average volatility of XHB 18.4 % Weighted average correlation coefficient 0.53 Weighted average risk-free interest rate 1.5 % Weighted average dividend yield — |
Schedule of Nonvested Share Activity | A summary of RSU activity for the six months ended June 30, 2017 is presented below (number of shares in millions): Restricted Weighted Average Grant Date Fair Value Unvested at January 1, 2017 1.4 $ 37.53 Granted 1.1 28.19 Vested (a) (0.6 ) 39.58 Forfeited (0.1 ) 31.19 Unvested at June 30, 2017 1.8 $ 31.36 ______________ (a) The total fair value of RSUs which vested during the six months ended June 30, 2017 was $25 million . A summary of PSU activity for the six months ended June 30, 2017 is presented below (number of shares in millions): Performance Share Units (a) Weighted Average Grant Date Fair Value Unvested at January 1, 2017 1.0 $ 36.66 Granted 0.7 27.70 Vested — — Forfeited — — Unvested at June 30, 2017 1.7 $ 32.71 ______________ (a) The PSU amounts in the table are shown at the target amount of the award. |
Summary of Stock Options Valuation Assumptions | 2017 Options Weighted average grant date fair value $ 8.00 Weighted average expected volatility 30.7 % Weighted average expected term (years) 6.25 Weighted average risk-free interest rate 2.1 % Weighted average dividend yield 1.3 % |
Summary of Stock Options Activity | A summary of stock option unit activity for the six months ended June 30, 2017 is presented below (number of shares in millions): Options Weighted Average Exercise Price Outstanding at January 1, 2017 3.3 $ 31.71 Granted 0.4 27.56 Exercised (a) (b) (0.2 ) 23.89 Forfeited/Expired — — Outstanding at June 30, 2017 (c) 3.5 $ 31.50 ______________ (a) The intrinsic value of options exercised during the six months ended June 30, 2017 was $1 million . (b) Cash received from options exercised during the six months ended June 30, 2017 was $5 million . (c) Options outstanding at June 30, 2017 have an intrinsic value of $6 million and have a weighted average remaining contractual life of 6 years . |
Earnings Per Share Earnings P25
Earnings Per Share Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share data) 2017 2016 2017 2016 Net income attributable to Realogy Holdings shareholders $ 109 $ 92 $ 81 $ 50 Basic weighted average shares 137.6 145.5 138.6 146.0 Stock options, restricted stock units and performance share units (a) 1.3 1.2 1.3 1.2 Weighted average diluted shares 138.9 146.7 139.9 147.2 Earnings Per Share: Basic $ 0.79 $ 0.63 $ 0.58 $ 0.34 Diluted $ 0.78 $ 0.63 $ 0.58 $ 0.34 _______________ (a) The three and six months ended June 30, 2017 , both exclude 5.8 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. The three and six months ended June 30, 2016 , both exclude 5.3 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) (b) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Real Estate Franchise Services $ 237 $ 221 $ 407 $ 378 Company Owned Real Estate Brokerage Services 1,392 1,268 2,289 2,109 Relocation Services 102 109 179 192 Title and Settlement Services 157 149 277 260 Corporate and Other (c) (95 ) (85 ) (156 ) (143 ) Total Company $ 1,793 $ 1,662 $ 2,996 $ 2,796 _______________ (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 $95 million and $156 million for the three and six months ended June 30, 2017 , respectively, and $85 million and $143 million for the three and six months ended June 30, 2016 , respectively. 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 $12 million and $20 million for the three and six months ended June 30, 2017 , respectively, and $13 million and $21 million for the three and six months ended June 30, 2016 , respectively. 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 Three Months Ended June 30, Six Months Ended June 30, 2017 (a) 2016 (b) 2017 (c) 2016 (d) Real Estate Franchise Services $ 166 $ 149 $ 268 $ 241 Company Owned Real Estate Brokerage Services 77 78 51 57 Relocation Services 27 29 28 34 Title and Settlement Services 26 26 28 26 Corporate and Other (e) (18 ) (19 ) (45 ) (40 ) Total Company $ 278 $ 263 $ 330 $ 318 Less: Depreciation and amortization $ 49 $ 48 $ 99 $ 96 Interest expense, net 47 59 86 132 Income tax expense 73 64 64 40 Net income attributable to Realogy Holdings and Realogy Group $ 109 $ 92 $ 81 $ 50 _______________ (a) Includes a net benefit of $11 million of former parent legacy items and an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other, and $2 million of restructuring charges as follows: $1 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the three months ended June 30, 2017 . (b) Includes $12 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $7 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other for the three months ended June 30, 2016 . (c) Includes a net benefit of $11 million of former parent legacy items, an $8 million expense related to the settlement of the Strader legal matter and $4 million related to the loss on the early extinguishment of debt in Corporate and Other, and $7 million of restructuring charges as follows: $6 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the six months ended June 30, 2017 . (d) Includes $21 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $9 million in the Company Owned Real Estate Brokerage Services segment, $3 million in the Relocation Services segment and $6 million in Corporate and Other, and a net cost of $1 million of former parent legacy items in Corporate and Other for the six months ended June 30, 2016 . (e) Includes the elimination of transactions between segments. |
Basis Of Presentation Financial
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of contingent consideration at December 31, 2016 | $ 50 | |
Additions: contingent consideration related to acquisitions completed during the period | 0 | |
Reductions: payments of contingent consideration (reflected in the financing section of the Consolidated Statement of Cash Flows) | (4) | |
Changes in fair value (reflected in the Consolidated Statement of Operations) | (2) | |
Fair value of contingent consideration at June 30, 2017 | 44 | |
Deferred Compensation Plan Assets [Member] | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 3 | $ 3 |
Deferred Compensation Plan Assets [Member] | Fair Value, Measurements, Recurring | 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 | 3 |
Deferred Compensation Plan Assets [Member] | Fair Value, Measurements, Recurring | 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 |
Deferred Compensation Plan Assets [Member] | Fair Value, Measurements, Recurring | 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 |
Contingent Consideration for Acquisitions [Member] | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and non-current liabilities) | 44 | 50 |
Contingent Consideration for Acquisitions [Member] | Fair Value, Measurements, Recurring | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and non-current liabilities) | 0 | 0 |
Contingent Consideration for Acquisitions [Member] | Fair Value, Measurements, Recurring | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and non-current liabilities) | 0 | 0 |
Contingent Consideration for Acquisitions [Member] | Fair Value, Measurements, Recurring | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and non-current liabilities) | 44 | 50 |
Interest Rate Swap | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other current and non-current liabilities) | 28 | 33 |
Interest Rate Swap | Fair Value, Measurements, Recurring | 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 | Fair Value, Measurements, Recurring | 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) | 28 | 33 |
Interest Rate Swap | Fair Value, Measurements, Recurring | 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 |
Basis Of Presentation Financi28
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 20, 2016 | Oct. 23, 2015 | |||
Long-term debt principal amount | [1] | $ 3,750 | |||||
Securitization obligations outstanding | 223 | $ 205 | |||||
Secured Debt | Term Loan B | |||||||
Long-term debt principal amount | 1,089 | [2] | 1,094 | $ 1,100 | |||
Long-term debt fair value | [3] | 1,094 | 1,100 | ||||
Secured Debt | Term Loan A | |||||||
Long-term debt principal amount | 402 | [4] | 413 | $ 435 | |||
Long-term debt fair value | [3] | 403 | 414 | ||||
Secured Debt | Term Loan A-1 | |||||||
Long-term debt principal amount | 346 | [5] | 351 | [4] | $ 355 | ||
Long-term debt fair value | [3] | 347 | 351 | ||||
Senior Notes | 4.50% Senior Notes | |||||||
Long-term debt principal amount | 450 | 450 | |||||
Long-term debt fair value | [3] | 464 | 461 | ||||
Senior Notes | 5.25% Senior Notes | |||||||
Long-term debt principal amount | 550 | 550 | |||||
Long-term debt fair value | [3] | 576 | 562 | ||||
Senior Notes | 4.875% Senior Notes | |||||||
Long-term debt principal amount | 500 | 500 | |||||
Long-term debt fair value | [3] | 503 | 483 | ||||
Line of Credit | Revolving Credit Facility | |||||||
Line of credit facility outstanding | 190 | [6],[7] | 200 | ||||
Line of credit facility fair value | [3] | 190 | 200 | ||||
Securitization obligations | |||||||
Securitization obligations outstanding | 223 | 205 | |||||
Securitization obligations fair value | [3] | $ 223 | $ 205 | ||||
[1] | Not included in this table, the Company had $124 million of outstanding letters of credit at June 30, 2017 under the Unsecured Letter of Credit Facility with a weighted average rate of 2.93%. At June 30, 2017, the capacity of the facility was $131 million. | ||||||
[2] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 1.25% (with an ABR floor of 1.75%). | ||||||
[3] | During the second quarter 2017, the Company reclassified its Indebtedness from Level 1 to Level 2 as transactions in these securities did not occur with sufficient frequency and volume to constitute an active market. | ||||||
[4] | The Term Loan A provides for quarterly amortization payments, which commenced 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 in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the Term Loan A 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | ||||||
[5] | The Term Loan A-1 provides for quarterly amortization payments, which commenced on September 30, 2016, totaling per annum 2.5%, 2.5%, 5%, 7.5% and 10.0% of the original principal amount of the Term Loan A-1, with the last amortization payment made on June 30, 2021. The interest rates with respect to term loans under the Term Loan A-1 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | ||||||
[6] | As of June 30, 2017, the Company had $1,050 million of borrowing capacity under its Revolving Credit Facility, leaving $860 million of available capacity. The revolving credit facility expires in October 2020, but is classified on the balance sheet as current due to the revolving nature of the facility. On August 1, 2017, the Company had $140 million in outstanding borrowings under the Revolving Credit Facility, leaving $910 million of available capacity. | ||||||
[7] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at June 30, 2017 are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. |
Basis Of Presentation Investmen
Basis Of Presentation Investment in PHH Home Loans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity earnings from equity method investment | $ 0 | $ 5 | $ (3) | $ 5 | |
PHH Home Loans | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment ownership percentage | 49.90% | 49.90% | |||
Equity earnings from equity method investment | $ 0 | $ 3 | $ (4) | 3 | |
Cash dividends from equity method investment | 0 | $ 0 | |||
Carrying value of equity method investments | $ 55 | $ 55 | $ 59 |
Basis Of Presentation Income Ta
Basis Of Presentation Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||||
Income Tax Disclosure [Abstract] | ||||||||
Income tax expense | $ 73 | [1] | $ 64 | [2] | $ 64 | [3] | $ 40 | [4] |
[1] | Includes a net benefit of $11 million of former parent legacy items and an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other, and $2 million of restructuring charges as follows: $1 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the three months ended June 30, 2017. | |||||||
[2] | Includes $12 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $7 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other for the three months ended June 30, 2016. | |||||||
[3] | Includes a net benefit of $11 million of former parent legacy items, an $8 million expense related to the settlement of the Strader legal matter and $4 million related to the loss on the early extinguishment of debt in Corporate and Other, and $7 million of restructuring charges as follows: $6 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the six months ended June 30, 2017. | |||||||
[4] | Includes $21 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $9 million in the Company Owned Real Estate Brokerage Services segment, $3 million in the Relocation Services segment and $6 million in Corporate and Other, and a net cost of $1 million of former parent legacy items in Corporate and Other for the six months ended June 30, 2016. |
Basis Of Presentation Derivativ
Basis Of Presentation Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Foreign Exchange Contract | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | $ 30 | $ 30 | $ 29 | ||
Foreign Exchange Contract | Not Designated as Hedging Instrument [Member] | Operating Expense [Member] | |||||
Derivative [Line Items] | |||||
Loss Recognized on Derivatives | 1 | $ 0 | 1 | $ 0 | |
Foreign Exchange Contract | Maximum | |||||
Derivative [Line Items] | |||||
Fair value of derivative instrument | 1 | 1 | 2 | ||
Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | 1,475 | 1,475 | |||
Interest Rate Swap | Not Designated as Hedging Instrument [Member] | Interest Expense [Member] | |||||
Derivative [Line Items] | |||||
Loss Recognized on Derivatives | 5 | $ 14 | 4 | $ 45 | |
Interest Rate Swap | Not Designated as Hedging Instrument [Member] | Other Current and Non-Current Liabilities [Member] | |||||
Derivative [Line Items] | |||||
Fair value of interest rate swap contracts | 28 | 28 | $ 33 | ||
Interest Rate Swap | July 2012 | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | 225 | 225 | |||
Interest Rate Swap | January 2013 | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | 200 | 200 | |||
Interest Rate Swap | August 2015 | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | 600 | 600 | |||
Interest Rate Swap | November 2017 | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | $ 450 | $ 450 |
Basis Of Presentation Restricte
Basis Of Presentation Restricted Cash (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash balance | $ 7 | $ 7 |
Basis Of Presentation Supplemen
Basis Of Presentation Supplemental Cash Flow Info (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Capital lease additions | $ 8 | $ 7 |
Basis Of Presentation Stock Rep
Basis Of Presentation Stock Repurchases (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 16 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Feb. 23, 2017 | Feb. 24, 2016 | |
Stock Repurchases [Line Items] | |||||
Shares Repurchased and Retired During Period, Shares | 1.9 | 4.1 | 11.2 | ||
Shares Repurchased and Retired During Period, Value | $ 60 | $ 120 | |||
Weighted Average Market Price of Shares Repurchased and Retired During Period | $ 30.22 | $ 28.97 | $ 28.33 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 256 | $ 256 | $ 256 | ||
Maximum | |||||
Stock Repurchases [Line Items] | |||||
Shares Authorized under Stock Repurchase Program, | $ 300 | $ 275 | |||
2016 Stock Repurchase Plan [Member] | |||||
Stock Repurchases [Line Items] | |||||
Shares Repurchased and Retired During Period, Value | 275 | ||||
2017 Stock Repurchase Plan [Member] | |||||
Stock Repurchases [Line Items] | |||||
Shares Repurchased and Retired During Period, Value | $ 44 |
Basis Of Presentation Dividend
Basis Of Presentation Dividend Policy (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2016 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Dividend Policy [Abstract] | ||||||
Common stock dividends declared, per share | $ 0.09 | |||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.09 | $ 0.09 | $ 0 | $ 0.18 | $ 0 |
Acquisitions (Details)
Acquisitions (Details) £ in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017GBP (£)real_estate_brokerage_operations | Jun. 30, 2017USD ($)real_estate_brokerage_operations | Dec. 31, 2016USD ($)real_estate_brokerage_operations | |
Business Acquisition [Line Items] | |||
Goodwill acquired | $ 4 | ||
Company Owned Brokerage Services | |||
Business Acquisition [Line Items] | |||
Goodwill acquired | 4 | ||
Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Goodwill acquired | $ 0 | ||
NRT Business Combinations [Member] | Company Owned Brokerage Services | |||
Business Acquisition [Line Items] | |||
Number of business acquired (in real estate brokerage related operations) | real_estate_brokerage_operations | 7 | 7 | 11 |
Cash consideration paid for acquisition | £ 4 | $ 74 | |
Goodwill acquired | $ 3 | 52 | |
Liabilities established related to contingent consideration | 9 | ||
Other assets acquired | 5 | ||
Other liabilities acquired | 3 | ||
NRT Business Combinations [Member] | Customer relationships | Company Owned Brokerage Services | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 20 | ||
NRT Business Combinations [Member] | Pendings and listings | Company Owned Brokerage Services | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 6 | ||
NRT Business Combinations [Member] | Other intangible assets | Company Owned Brokerage Services | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 1 | $ 3 | |
TRG Business Combinations [Member] | Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Number of business acquired (in real estate brokerage related operations) | real_estate_brokerage_operations | 1 | ||
Cash consideration paid for acquisition | $ 24 | ||
Goodwill acquired | 20 | ||
Liabilities established related to contingent consideration | 10 | ||
Other assets acquired | 6 | ||
Other liabilities acquired | 9 | ||
TRG Business Combinations [Member] | Indefinite life—Trademarks (b) | Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets acquired | 3 | ||
TRG Business Combinations [Member] | Indefinite life—Title plant shares (e) | Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets acquired | 7 | ||
TRG Business Combinations [Member] | Pendings and listings | Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 5 | ||
TRG Business Combinations [Member] | Other intangible assets | Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 2 |
Intangible Assets - Goodwill (D
Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2016 | $ 5,476 | |
Accumulated impairment losses | (1,786) | |
Balance at December 31, 2016 | $ 3,690 | 3,690 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | 3,690 | |
Goodwill acquired | 4 | |
Balance at June 30, 2017 | 3,694 | |
Real Estate Franchise Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2016 | 3,315 | |
Accumulated impairment losses | (1,023) | |
Balance at December 31, 2016 | 2,292 | 2,292 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | 2,292 | |
Goodwill acquired | 0 | |
Balance at June 30, 2017 | 2,292 | |
Company Owned Brokerage Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2016 | 1,051 | |
Accumulated impairment losses | (158) | |
Balance at December 31, 2016 | 893 | 893 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | 893 | |
Goodwill acquired | 4 | |
Balance at June 30, 2017 | 897 | |
Relocation Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2016 | 641 | |
Accumulated impairment losses | (281) | |
Balance at December 31, 2016 | 360 | 360 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | 360 | |
Goodwill acquired | 0 | |
Balance at June 30, 2017 | 360 | |
Title and Settlement Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2016 | 469 | |
Accumulated impairment losses | (324) | |
Balance at December 31, 2016 | 145 | $ 145 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2016 | 145 | |
Goodwill acquired | 0 | |
Balance at June 30, 2017 | $ 145 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Carrying amount of total other intangibles | $ 652 | $ 652 | |
Accumulated Amortization | 355 | 339 | |
Net carrying amount of finite-lived and indefinite-lived intangible assets | 297 | 313 | |
Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [1] | 2,019 | 2,019 |
Accumulated Amortization | [1] | 692 | 658 |
Net carrying amount of finite-lived intangible assets | [1] | $ 1,327 | 1,361 |
Amortization period | 30 years | ||
Amortizable—License agreements (c) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [2] | $ 45 | 45 |
Accumulated Amortization | [2] | 9 | 9 |
Net carrying amount of finite-lived intangible assets | [2] | $ 36 | 36 |
Amortization period | 50 years | ||
Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [3] | $ 550 | 550 |
Accumulated Amortization | [3] | 325 | 312 |
Net carrying amount of finite-lived intangible assets | [3] | $ 225 | 238 |
Amortizable—Customer relationships (d) | Minimum | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 2 years | ||
Amortizable—Customer relationships (d) | Maximum | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
Amortizable—Pendings and listings (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [4] | $ 5 | 6 |
Accumulated Amortization | [4] | 5 | 5 |
Net carrying amount of finite-lived intangible assets | [4] | $ 0 | 1 |
Amortization period | 5 months | ||
Amortizable—Other (g) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [5] | $ 34 | 33 |
Accumulated Amortization | [5] | 16 | 13 |
Net carrying amount of finite-lived intangible assets | [5] | $ 18 | 20 |
Amortizable—Other (g) | Minimum | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
Amortizable—Other (g) | Maximum | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
Indefinite life—Trademarks (b) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [6] | $ 748 | 748 |
Indefinite life—Title plant shares (e) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [7] | $ 18 | $ 18 |
[1] | Generally amortized over a period of 30 years. | ||
[2] | 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). | ||
[3] | Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment, the Real Estate Franchise Services segment and our Company Owned Real Estate Brokerage Services segment. These relationships are being amortized over a period of 2 to 20 years. | ||
[4] | Generally amortized over a period of 5 months. | ||
[5] | 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. | ||
[6] | 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. | ||
[7] | 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. |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($)Years | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Years | Jun. 30, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 25 | $ 27 | $ 51 | $ 53 |
The number of succeeding years for which amortization expense is disclosed | Years | 4 | 4 | ||
Amortization expense for the remainder of 2017 | $ 84 | $ 84 | ||
Amortization expense for Year Two | 80 | 80 | ||
Amortization expense for Year Three | 80 | 80 | ||
Amortization expense for Year Four | 93 | 93 | ||
Amortization expense for Year Five | 92 | 92 | ||
Amortization expense Thereafter | 1,177 | 1,177 | ||
Amortizable—Franchise agreements (a) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 17 | 17 | 34 | 34 |
Amortizable—License agreements (c) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 0 | 1 | 0 | 1 |
Amortizable—Customer relationships (d) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 7 | 6 | 13 | 13 |
Amortizable—Pendings and listings (f) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 0 | 2 | 1 | 2 |
Amortizable—Other (g) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 1 | $ 1 | $ 3 | $ 3 |
Accrued Expenses And Other Cu40
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related employee costs | $ 118 | $ 138 |
Accrued volume incentives | 29 | 40 |
Accrued commissions | 49 | 31 |
Restructuring accruals | 8 | 14 |
Deferred income | 66 | 69 |
Accrued interest | 12 | 13 |
Contingent consideration for acquisitions | 19 | 24 |
Other | 122 | 106 |
Total accrued expenses and other current liabilities | $ 423 | $ 435 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | [1] | $ 3,706 | ||
Debt, Long-term and Short-term, Combined Amount | 3,483 | $ 3,507 | ||
Securitization obligations | 223 | 205 | ||
Secured Debt | Term Loan B | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 1,067 | [2] | 1,069 | |
Secured Debt | Term Loan A | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 401 | [3] | 411 | |
Secured Debt | Term Loan A-1 | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | [4] | 343 | 347 | |
Senior Notes | 4.50% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 441 | 439 | ||
Senior Notes | 5.25% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 545 | 545 | ||
Senior Notes | 4.875% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 496 | 496 | ||
Line of Credit | Revolving Credit Facility | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Line of credit facility outstanding | 190 | [5],[6] | 200 | |
Securitization obligations | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 223 | 205 | ||
Securitization obligations | Apple Ridge Funding LLC | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 211 | [7],[8] | 192 | |
Securitization obligations | Cartus Financing Limited | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | $ 12 | [7],[9] | $ 13 | |
[1] | Not included in this table, the Company had $124 million of outstanding letters of credit at June 30, 2017 under the Unsecured Letter of Credit Facility with a weighted average rate of 2.93%. At June 30, 2017, the capacity of the facility was $131 million. | |||
[2] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 1.25% (with an ABR floor of 1.75%). | |||
[3] | The Term Loan A provides for quarterly amortization payments, which commenced 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 in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the Term Loan A 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | |||
[4] | The Term Loan A-1 provides for quarterly amortization payments, which commenced on September 30, 2016, totaling per annum 2.5%, 2.5%, 5%, 7.5% and 10.0% of the original principal amount of the Term Loan A-1, with the last amortization payment made on June 30, 2021. The interest rates with respect to term loans under the Term Loan A-1 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | |||
[5] | As of June 30, 2017, the Company had $1,050 million of borrowing capacity under its Revolving Credit Facility, leaving $860 million of available capacity. The revolving credit facility expires in October 2020, but is classified on the balance sheet as current due to the revolving nature of the facility. On August 1, 2017, the Company had $140 million in outstanding borrowings under the Revolving Credit Facility, leaving $910 million of available capacity. | |||
[6] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at June 30, 2017 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | |||
[7] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||
[8] | In June 2017, Realogy Group extended the existing Apple Ridge Funding LLC securitization program utilized by Cartus until June 2018. As of June 30, 2017, the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $114 million of available capacity. | |||
[9] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of June 30, 2017, the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $8 million of available capacity. |
Short And Long-Term Debt Sche42
Short And Long-Term Debt Schedule of Debt (Details) £ in Millions, $ in Millions | 6 Months Ended | |||||||||
Jun. 30, 2017GBP (£) | Aug. 01, 2017USD ($) | Jun. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 20, 2016USD ($) | Oct. 23, 2015USD ($) | ||||
Principal Amount | ||||||||||
Long-term debt principal amount | [1] | $ 3,750 | ||||||||
Securitization obligations outstanding | 223 | $ 205 | ||||||||
Unamortized Discount and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [1] | 44 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | [1] | 3,706 | ||||||||
Securitization obligations outstanding | 223 | 205 | ||||||||
Letter of Credit, borrowing capacity | $ 125 | |||||||||
LIBOR | ||||||||||
Net Amount | ||||||||||
Description of variable interest rate basis | LIBOR | |||||||||
ABR | ||||||||||
Net Amount | ||||||||||
Description of variable interest rate basis | ABR | |||||||||
Term Loan B | LIBOR | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.75% | 0.75% | ||||||||
Term Loan B | ABR | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.75% | 1.75% | ||||||||
Unsecured Letter of Credit Facility | ||||||||||
Net Amount | ||||||||||
Interest Rate | 2.93% | 2.93% | ||||||||
Outstanding letters of credit | $ 124 | |||||||||
Letter of Credit, borrowing capacity | 131 | |||||||||
Secured Debt | Term Loan B | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | 1,089 | [2] | 1,094 | $ 1,100 | ||||||
Unamortized Discount and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [2] | 22 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 1,067 | [2] | 1,069 | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | 1.00% | ||||||||
Secured Debt | Term Loan A | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | $ 402 | [3] | 413 | $ 435 | ||||||
Unamortized Discount and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [3] | 1 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | 401 | [3] | 411 | |||||||
Secured Debt | Term Loan A-1 | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | 346 | [4] | 351 | [3] | $ 355 | |||||
Unamortized Discount and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [4] | 3 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | [4] | $ 343 | 347 | |||||||
Secured Debt | 2016 | Term Loan A | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | 5.00% | ||||||||
Secured Debt | 2017 | Term Loan A | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | 5.00% | ||||||||
Secured Debt | 2017 | Term Loan A-1 | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | 2.50% | ||||||||
Secured Debt | 2018 | Term Loan A | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | 7.50% | ||||||||
Secured Debt | 2018 | Term Loan A-1 | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | 2.50% | ||||||||
Secured Debt | 2019 | Term Loan A | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | 10.00% | ||||||||
Secured Debt | 2019 | Term Loan A-1 | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | 5.00% | ||||||||
Secured Debt | 2020 | Term Loan A | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 12.50% | 12.50% | ||||||||
Secured Debt | 2020 | Term Loan A-1 | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | 7.50% | ||||||||
Secured Debt | 2021 | Term Loan A-1 | ||||||||||
Net Amount | ||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | 10.00% | ||||||||
Secured Debt | Less than 2.50 to 1.00 | Term Loan A | LIBOR | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||
Secured Debt | Less than 2.50 to 1.00 | Term Loan A | ABR | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
Secured Debt | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | Term Loan A-1 | LIBOR | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||
Secured Debt | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | Term Loan A-1 | ABR | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
Senior Notes | 4.50% Senior Notes | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | $ 450 | 450 | ||||||||
Unamortized Discount and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 9 | |||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 441 | 439 | ||||||||
Interest Rate | 4.50% | 4.50% | ||||||||
Senior Notes | 5.25% Senior Notes | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | $ 550 | 550 | ||||||||
Unamortized Discount and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 5 | |||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 545 | 545 | ||||||||
Interest Rate | 5.25% | 5.25% | ||||||||
Senior Notes | 4.875% Senior Notes | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | $ 500 | 500 | ||||||||
Unamortized Discount and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 4 | |||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 496 | 496 | ||||||||
Interest Rate | 4.875% | 4.875% | ||||||||
Line of Credit | Revolving Credit Facility | ||||||||||
Principal Amount | ||||||||||
Line of credit facility outstanding | $ 190 | [5],[6] | 200 | |||||||
Net Amount | ||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 190 | [5],[6] | 200 | |||||||
Total capacity, short-term debt, line of credit facility | [5],[6] | 1,050 | $ 1,050 | $ 815 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | 860 | |||||||||
Line of Credit | Less than 2.50 to 1.00 | Revolving Credit Facility | LIBOR | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||
Line of Credit | Less than 2.50 to 1.00 | Revolving Credit Facility | ABR | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
Securitization obligations | ||||||||||
Principal Amount | ||||||||||
Securitization obligations outstanding | 223 | 205 | ||||||||
Net Amount | ||||||||||
Securitization obligations outstanding | 223 | 205 | ||||||||
Securitization obligations | Apple Ridge Funding LLC | ||||||||||
Principal Amount | ||||||||||
Securitization obligations outstanding | 211 | [7],[8] | 192 | |||||||
Net Amount | ||||||||||
Securitization obligations outstanding | 211 | [7],[8] | 192 | |||||||
Total capacity, securitization obligations | [3],[4] | 325 | ||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | 114 | |||||||||
Securitization obligations | Cartus Financing Limited | ||||||||||
Principal Amount | ||||||||||
Securitization obligations outstanding | 12 | [7],[9] | 13 | |||||||
Net Amount | ||||||||||
Securitization obligations outstanding | 12 | [7],[9] | $ 13 | |||||||
Total capacity, securitization obligations | [3],[4] | 20 | ||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 8 | |||||||||
Securitization obligations | Revolving Credit Facility | Cartus Financing Limited | ||||||||||
Net Amount | ||||||||||
Total capacity, securitization obligations | £ | £ 10 | |||||||||
Securitization obligations | Working Capital Facility | Cartus Financing Limited | ||||||||||
Net Amount | ||||||||||
Total capacity, securitization obligations | £ | £ 5 | |||||||||
Subsequent Event [Member] | Line of Credit | Revolving Credit Facility | ||||||||||
Principal Amount | ||||||||||
Line of credit facility outstanding | [5],[6] | $ 140 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, short-term debt, line of credit facility | [5],[6] | 140 | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 910 | |||||||||
[1] | Not included in this table, the Company had $124 million of outstanding letters of credit at June 30, 2017 under the Unsecured Letter of Credit Facility with a weighted average rate of 2.93%. At June 30, 2017, the capacity of the facility was $131 million. | |||||||||
[2] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 1.25% (with an ABR floor of 1.75%). | |||||||||
[3] | The Term Loan A provides for quarterly amortization payments, which commenced 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 in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the Term Loan A 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | |||||||||
[4] | The Term Loan A-1 provides for quarterly amortization payments, which commenced on September 30, 2016, totaling per annum 2.5%, 2.5%, 5%, 7.5% and 10.0% of the original principal amount of the Term Loan A-1, with the last amortization payment made on June 30, 2021. The interest rates with respect to term loans under the Term Loan A-1 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | |||||||||
[5] | As of June 30, 2017, the Company had $1,050 million of borrowing capacity under its Revolving Credit Facility, leaving $860 million of available capacity. The revolving credit facility expires in October 2020, but is classified on the balance sheet as current due to the revolving nature of the facility. On August 1, 2017, the Company had $140 million in outstanding borrowings under the Revolving Credit Facility, leaving $910 million of available capacity. | |||||||||
[6] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at June 30, 2017 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | |||||||||
[7] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||||
[8] | In June 2017, Realogy Group extended the existing Apple Ridge Funding LLC securitization program utilized by Cartus until June 2018. As of June 30, 2017, the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $114 million of available capacity. | |||||||||
[9] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of June 30, 2017, the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $8 million of available capacity. |
Short And Long-Term Debt Maturi
Short And Long-Term Debt Maturities Table (Details) - USD ($) $ in Millions | 6 Months Ended | ||||
Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |||
Maturities of Long-term Debt | |||||
Remaining 2017 (a) | [1] | $ 211 | |||
2,018 | 57 | ||||
2,019 | 527 | ||||
2,020 | 356 | ||||
2,021 | $ 837 | ||||
Long-term Debt Maturities, Years Presented | 4 years | ||||
Scenario, Forecast | Secured Debt | Term Loan A | |||||
Maturities of Long-term Debt | |||||
Debt Instrument, Periodic Payment, Principal | $ 11 | ||||
Scenario, Forecast | Secured Debt | Term Loan A-1 | |||||
Maturities of Long-term Debt | |||||
Debt Instrument, Periodic Payment, Principal | 4 | ||||
Scenario, Forecast | Secured Debt | Term Loan B | |||||
Maturities of Long-term Debt | |||||
Debt Instrument, Periodic Payment, Principal | $ 6 | ||||
Line of Credit | Revolving Credit Facility | |||||
Maturities of Long-term Debt | |||||
Line of credit facility outstanding | $ 190 | [2],[3] | $ 200 | ||
[1] | The current portion of long-term debt consists of remaining 2017 amortization payments totaling $11 million, $4 million and $6 million for the Term Loan A, Term Loan A-1 and Term Loan B facilities, respectively, as well as $190 million of revolver borrowings under the revolving credit facility which expires in October 2020, but are classified on the balance sheet as current due to the revolving nature of the facility. | ||||
[2] | As of June 30, 2017, the Company had $1,050 million of borrowing capacity under its Revolving Credit Facility, leaving $860 million of available capacity. The revolving credit facility expires in October 2020, but is classified on the balance sheet as current due to the revolving nature of the facility. On August 1, 2017, the Company had $140 million in outstanding borrowings under the Revolving Credit Facility, leaving $910 million of available capacity. | ||||
[3] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at June 30, 2017 are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. |
Short And Long-Term Debt Senior
Short And Long-Term Debt Senior Secured Credit Facility (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 20, 2016 | Oct. 23, 2015 | Mar. 05, 2013 | |||
Debt Instrument [Line Items] | ||||||||
Long-term debt principal amount | [1] | $ 3,750 | ||||||
Letter of Credit, borrowing capacity | $ 125 | |||||||
Additional Credit Facilities | $ 500 | |||||||
Maximum | Required Covenant Ratio to Receive Additional Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured leverage ratio | 3.50 | |||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||
Maximum | Required Covenant Ratio | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured leverage ratio | 4.75 | |||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||
LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of variable interest rate basis | LIBOR | |||||||
ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of variable interest rate basis | ABR | |||||||
Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate Change | 7500.00% | |||||||
Term Loan B | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.75% | |||||||
Term Loan B | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.75% | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility borrowing capacity | [2],[3] | $ 1,050 | $ 1,050 | $ 815 | ||||
Line of Credit | Revolving Credit Facility | LIBOR | Greater than 3.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than 2.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||
Line of Credit | Revolving Credit Facility | ABR | Greater than 3.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||
Line of Credit | Revolving Credit Facility | ABR | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Line of Credit | Revolving Credit Facility | ABR | Less than 2.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||
Secured Debt | Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchased amount of debt | $ 1,858 | |||||||
Long-term debt principal amount | $ 1,089 | [4] | $ 1,094 | $ 1,100 | ||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | |||||||
[1] | Not included in this table, the Company had $124 million of outstanding letters of credit at June 30, 2017 under the Unsecured Letter of Credit Facility with a weighted average rate of 2.93%. At June 30, 2017, the capacity of the facility was $131 million. | |||||||
[2] | As of June 30, 2017, the Company had $1,050 million of borrowing capacity under its Revolving Credit Facility, leaving $860 million of available capacity. The revolving credit facility expires in October 2020, but is classified on the balance sheet as current due to the revolving nature of the facility. On August 1, 2017, the Company had $140 million in outstanding borrowings under the Revolving Credit Facility, leaving $910 million of available capacity. | |||||||
[3] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at June 30, 2017 are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | |||||||
[4] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 1.25% (with an ABR floor of 1.75%). |
Short And Long-Term Debt Term L
Short And Long-Term Debt Term Loan A Facility (Details) - USD ($) $ in Millions | 6 Months Ended | |||||||
Jun. 30, 2017 | Dec. 31, 2016 | Jul. 20, 2016 | Oct. 23, 2015 | Mar. 05, 2013 | ||||
Debt Instrument [Line Items] | ||||||||
Long-term debt principal amount | [1] | $ 3,750 | ||||||
Additional Credit Facilities | $ 500 | |||||||
Required Covenant Ratio to Receive Additional Credit Facilities | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Ratio of Indebtedness to Net Capital | 3.50 | |||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||
Term Loan A | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Maturity Term | 5 years | |||||||
Term Loan A | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt principal amount | $ 402 | [2] | $ 413 | $ 435 | ||||
Term Loan A | Secured Debt | Greater than 3.50 to 1.00 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||
Term Loan A | Secured Debt | Greater than 3.50 to 1.00 | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||
Term Loan A | Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Term Loan A | Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Term Loan A | Secured Debt | Less than 2.50 to 1.00 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||
Term Loan A | Secured Debt | Less than 2.50 to 1.00 | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||
Term Loan A | Secured Debt | 2016 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | |||||||
Term Loan A | Secured Debt | 2017 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | |||||||
Term Loan A | Secured Debt | 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | |||||||
Term Loan A | Secured Debt | 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | |||||||
Term Loan A | Secured Debt | 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 12.50% | |||||||
Term Loan A-1 | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt principal amount | $ 346 | [3] | $ 351 | [2] | $ 355 | |||
Term Loan A-1 | Secured Debt | Greater than 3.50 to 1.00 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||
Term Loan A-1 | Secured Debt | Greater than 3.50 to 1.00 | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||
Term Loan A-1 | Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Term Loan A-1 | Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Term Loan A-1 | Secured Debt | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||
Term Loan A-1 | Secured Debt | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||
Term Loan A-1 | Secured Debt | Less than 2.00 to 1.00 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Term Loan A-1 | Secured Debt | Less than 2.00 to 1.00 | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||
Term Loan A-1 | Secured Debt | 2017 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | |||||||
Term Loan A-1 | Secured Debt | 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | |||||||
Term Loan A-1 | Secured Debt | 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | |||||||
Term Loan A-1 | Secured Debt | 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | |||||||
Term Loan A-1 | Secured Debt | 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | |||||||
Term Loan A Facility | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional Credit Facilities | $ 500 | |||||||
Term Loan A Facility | Secured Debt | Required Covenant Ratio to Receive Additional Credit Facilities | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Ratio of Indebtedness to Net Capital | 350.00% | |||||||
Ratio of Indebtedness to Net Capital Denominator | 100.00% | |||||||
[1] | Not included in this table, the Company had $124 million of outstanding letters of credit at June 30, 2017 under the Unsecured Letter of Credit Facility with a weighted average rate of 2.93%. At June 30, 2017, the capacity of the facility was $131 million. | |||||||
[2] | The Term Loan A provides for quarterly amortization payments, which commenced 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 in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the Term Loan A 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | |||||||
[3] | The Term Loan A-1 provides for quarterly amortization payments, which commenced on September 30, 2016, totaling per annum 2.5%, 2.5%, 5%, 7.5% and 10.0% of the original principal amount of the Term Loan A-1, with the last amortization payment made on June 30, 2021. The interest rates with respect to term loans under the Term Loan A-1 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. |
Short And Long-Term Debt Unsecu
Short And Long-Term Debt Unsecured Notes (Details) - Senior Notes | Jun. 30, 2017 |
4.50% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 4.50% |
5.25% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 5.25% |
4.875% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 4.875% |
Short And Long-Term Debt Other
Short And Long-Term Debt Other Debt Facilities (Details) $ in Millions | Jun. 30, 2017USD ($) |
Line of Credit Facility [Line Items] | |
Letter of Credit, borrowing capacity | $ 125 |
Unsecured Letter of Credit Facility | |
Line of Credit Facility [Line Items] | |
Letter of Credit, borrowing capacity | 131 |
Outstanding letters of credit | 124 |
Unsecured Letter of Credit Facility | September 2018 | |
Line of Credit Facility [Line Items] | |
Letter of Credit, borrowing capacity | 65 |
Unsecured Letter of Credit Facility | December 2019 | |
Line of Credit Facility [Line Items] | |
Letter of Credit, borrowing capacity | $ 66 |
Short And Long-Term Debt Securi
Short And Long-Term Debt Securitization Obligations (Details) £ in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017GBP (£) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |||
Debt Instrument [Line Items] | |||||||||
Securitization obligations | $ 223 | $ 205 | |||||||
Securitization obligations | |||||||||
Debt Instrument [Line Items] | |||||||||
Securitization obligations | 223 | 205 | |||||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | $ 288 | 238 | |||||||
Interest expense, debt | $ 2 | $ 2 | $ 3 | $ 3 | |||||
Weighted average interest rate, securitization obligations | 2.50% | 2.50% | 3.40% | 3.40% | |||||
Securitization obligations | Apple Ridge Funding LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | [1],[2] | $ 325 | |||||||
Securitization obligations | 211 | [3],[4] | 192 | ||||||
Securitization obligations | Cartus Financing Limited | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | [1],[2] | 20 | |||||||
Securitization obligations | $ 12 | [3],[5] | $ 13 | ||||||
Securitization obligations | Cartus Financing Limited | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | £ | £ 10 | ||||||||
Securitization obligations | Cartus Financing Limited | Working Capital Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | £ | £ 5 | ||||||||
[1] | The Term Loan A provides for quarterly amortization payments, which commenced 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 in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the Term Loan A 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | ||||||||
[2] | The Term Loan A-1 provides for quarterly amortization payments, which commenced on September 30, 2016, totaling per annum 2.5%, 2.5%, 5%, 7.5% and 10.0% of the original principal amount of the Term Loan A-1, with the last amortization payment made on June 30, 2021. The interest rates with respect to term loans under the Term Loan A-1 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 previous quarter senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended June 30, 2017. | ||||||||
[3] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||
[4] | In June 2017, Realogy Group extended the existing Apple Ridge Funding LLC securitization program utilized by Cartus until June 2018. As of June 30, 2017, the Company had $325 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $114 million of available capacity. | ||||||||
[5] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of June 30, 2017, the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $8 million of available capacity. |
Short And Long-Term Debt Loss o
Short And Long-Term Debt Loss on the Early Extinguishment of Debt (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Debt Disclosure [Abstract] | |||||
Loss on the early extinguishment of debt | [1] | $ 0 | $ 0 | $ 4 | $ 0 |
[1] | Includes a net benefit of $11 million of former parent legacy items and an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other, and $2 million of restructuring charges as follows: $1 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the three months ended June 30, 2017. |
Restructuring Costs Restructu50
Restructuring Costs Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 2 | $ 12 | $ 7 | $ 21 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs | 2 | 12 | 7 | 21 | |
Real Estate Franchise Services | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 1 | 3 | 1 | 3 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs | 1 | 3 | 1 | 3 | |
Company Owned Brokerage Services | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 1 | 7 | 6 | 9 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs | 1 | 7 | 6 | 9 | |
Relocation Services | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 1 | 3 | |||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs | 1 | 3 | |||
Business Optimization Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 2 | 12 | 7 | 21 | |
Restructuring Reserve [Roll Forward] | |||||
Balance at December 31, 2016 | 16 | ||||
Restructuring costs | 2 | 12 | 7 | 21 | |
Costs paid or otherwise settled | (14) | ||||
Balance at June 30, 2017 | 9 | 9 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 61 | 61 | |||
Amount incurred to date | 56 | ||||
Total amount remaining to be incurred | 5 | 5 | |||
Business Optimization Plan | Real Estate Franchise Services | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 5 | 5 | |||
Amount incurred to date | 5 | ||||
Total amount remaining to be incurred | 0 | 0 | |||
Business Optimization Plan | Company Owned Brokerage Services | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 35 | 35 | |||
Amount incurred to date | 33 | ||||
Total amount remaining to be incurred | 2 | 2 | |||
Business Optimization Plan | Relocation Services | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 5 | 5 | |||
Amount incurred to date | 5 | ||||
Total amount remaining to be incurred | 0 | 0 | |||
Business Optimization Plan | Title and Settlement Services | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 1 | 1 | |||
Amount incurred to date | 1 | ||||
Total amount remaining to be incurred | 0 | 0 | |||
Business Optimization Plan | Corporate Segment | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 15 | 15 | |||
Amount incurred to date | 12 | ||||
Total amount remaining to be incurred | 3 | 3 | |||
Business Optimization Plan | Personnel Related | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | [1] | 1 | 9 | 6 | 11 |
Restructuring Reserve [Roll Forward] | |||||
Balance at December 31, 2016 | 9 | ||||
Restructuring costs | [1] | 1 | 9 | 6 | 11 |
Costs paid or otherwise settled | (11) | ||||
Balance at June 30, 2017 | 4 | 4 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 32 | 32 | |||
Amount incurred to date | 31 | ||||
Total amount remaining to be incurred | 1 | 1 | |||
Business Optimization Plan | Facility Related | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | [2] | 1 | 3 | 1 | 5 |
Restructuring Reserve [Roll Forward] | |||||
Balance at December 31, 2016 | 7 | ||||
Restructuring costs | [2] | 1 | 3 | 1 | 5 |
Costs paid or otherwise settled | (3) | ||||
Balance at June 30, 2017 | 5 | 5 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 16 | 16 | |||
Amount incurred to date | 14 | ||||
Total amount remaining to be incurred | 2 | 2 | |||
Business Optimization Plan | Accelerated depreciation related to asset disposals | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 0 | 0 | 0 | 0 | |
Restructuring Reserve [Roll Forward] | |||||
Balance at December 31, 2016 | 0 | ||||
Restructuring costs | 0 | 0 | 0 | 0 | |
Costs paid or otherwise settled | 0 | ||||
Balance at June 30, 2017 | 0 | 0 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 2 | 2 | |||
Amount incurred to date | 1 | ||||
Total amount remaining to be incurred | 1 | 1 | |||
Business Optimization Plan | Other Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | [3] | 0 | 0 | 0 | 5 |
Restructuring Reserve [Roll Forward] | |||||
Balance at December 31, 2016 | 0 | ||||
Restructuring costs | [3] | 0 | $ 0 | 0 | $ 5 |
Costs paid or otherwise settled | 0 | ||||
Balance at June 30, 2017 | 0 | 0 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Total amount expected to be incurred | 11 | 11 | |||
Amount incurred to date | 10 | ||||
Total amount remaining to be incurred | $ 1 | $ 1 | |||
[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 which are primarily included in the Corporate and Other business segment. |
Stock-Based Compensation Introd
Stock-Based Compensation Introduction Narrative (Details) | 1 Months Ended | 6 Months Ended | ||
Aug. 31, 2016$ / shares | May 31, 2016shares | Jun. 30, 2017Performance_metricsshares | May 04, 2016shares | |
Number of Additional Shares Authorized | 9,800,000 | |||
Deduction from share reserve | 2.22 | |||
Number of Shares Available for Grant | 3,000,000 | |||
Common stock dividends declared, per share | $ / shares | $ 0.09 | |||
Performance Share Units | ||||
The first performance metric | Performance_metrics | 1 | |||
Restricted Stock Units (RSUs) | ||||
Award Vesting Period | 3 years | |||
Annual Vesting Percentage | 33.33% | |||
Options | ||||
Award Vesting Period | 4 years | |||
Annual Vesting Percentage | 25.00% | |||
Contractual Term | 10 years | |||
Maximum | ||||
Number of Shares Authorized | 19,400,000 | |||
2017 | Performance Share Units | ||||
Award Vesting Period | 3 years | |||
Number of Performance Metrics | Performance_metrics | 2 | |||
2017 | RTSR | Minimum | Performance Share Units | ||||
Award Vesting Rights Percentage | 0.00% | |||
2017 | RTSR | Maximum | Performance Share Units | ||||
Award Vesting Rights Percentage | 175.00% | |||
2017 | Cumulative Free Cash Flow | Minimum | Performance Share Units | ||||
Award Vesting Rights Percentage | 0.00% | |||
2017 | Cumulative Free Cash Flow | Maximum | Performance Share Units | ||||
Award Vesting Rights Percentage | 200.00% |
Stock-Based Compensation Incent
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Market Performance Units Valuation Assumptions (Details) - Performance Share Units - RTSR | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value | $ 27.98 |
Weighted average correlation coefficient | 0.53 |
Weighted average risk-free interest rate | 1.50% |
Weighted average dividend yield | 0.00% |
Realogy and comparable companies | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected volatility | 29.00% |
XHB | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected volatility | 18.40% |
Stock-Based Compensation Ince53
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Restricted Stock Unit and Performance Unit Activity (Details) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended | |
Jun. 30, 2017USD ($)$ / sharesshares | ||
Restricted Stock Units (RSUs) | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2017 | shares | 1.4 | |
Granted | shares | 1.1 | |
Vested (a) | shares | (0.6) | [1] |
Forfeited | shares | (0.1) | |
Unvested at June 30, 2017 | shares | 1.8 | |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2017 | $ / shares | $ 37.53 | |
Granted | $ / shares | 28.19 | |
Vested (a) | $ / shares | 39.58 | [1] |
Forfeited | $ / shares | 31.19 | |
Unvested at June 30, 2017 | $ / shares | $ 31.36 | |
Fair value of awards vested | $ | $ 25 | |
Performance Share Units | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2017 | shares | 1 | [2] |
Granted | shares | 0.7 | [2] |
Vested (a) | shares | 0 | [2] |
Forfeited | shares | 0 | [2] |
Unvested at June 30, 2017 | shares | 1.7 | [2] |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2017 | $ / shares | $ 36.66 | |
Granted | $ / shares | 27.70 | |
Vested (a) | $ / shares | 0 | |
Forfeited | $ / shares | 0 | |
Unvested at June 30, 2017 | $ / shares | $ 32.71 | |
[1] | The total fair value of RSUs which vested during the six months ended June 30, 2017 was $25 million. | |
[2] | The PSU amounts in the table are shown at the target amount of the award. |
Stock-Based Compensation Ince54
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Stock Options Valuation Assumptions (Details) - Options | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value | $ 8 |
Weighted average expected volatility | 30.70% |
Weighted average expected term (years) | 6 years 3 months |
Weighted average risk-free interest rate | 2.10% |
Weighted average dividend yield | 1.31% |
Stock-Based Compensation Ince55
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Option Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | ||
Options, Weighted Average Exercise Price Roll Forward | |||
Proceeds from exercise of stock options | $ 3 | $ 1 | |
Options | |||
Options, Number of Shares Roll Forward | |||
Outstanding at January 1, 2017 | 3.3 | ||
Granted | 0.4 | ||
Exercised (a) (b) | [1],[2] | (0.2) | |
Forfeited/Expired | 0 | ||
Outstanding at June 30, 2017 (c) | [3] | 3.5 | |
Options, Weighted Average Exercise Price Roll Forward | |||
Outstanding at January 1, 2017 | $ 31.71 | ||
Granted | 27.56 | ||
Exercised (a) (b) | [1],[2] | 23.89 | |
Forfeited/Expired | 0 | ||
Outstanding at June 30, 2017 (c) | [3] | $ 31.50 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1 | ||
Proceeds from exercise of stock options | 5 | ||
Intrinsic value of outstanding options | $ 6 | ||
Weighted average remaining contractual life of outstanding options | 6 years | ||
[1] | Cash received from options exercised during the six months ended June 30, 2017 was $5 million. | ||
[2] | The intrinsic value of options exercised during the six months ended June 30, 2017 was $1 million. | ||
[3] | Options outstanding at June 30, 2017 have an intrinsic value of $6 million and have a weighted average remaining contractual life of 6 years. |
Stock-Based Compensation Stock
Stock-Based Compensation Stock Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Unrecognized compensation cost | $ 59 | $ 59 | ||
Remaining weighted average period | 1 year 4 months | |||
Stock-based compensation expense | $ 14 | $ 13 | $ 26 | $ 25 |
Transactions With Former Pare57
Transactions With Former Parent Transfer of Cendant Corporate Liabilities and Issuance of Guarantees to Cendant and Affiliates (Details) $ in Millions | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 31, 2006Independent_Companies |
Related Party Transactions [Abstract] | |||
Cendant Spin-off Number of New Independent Companies | 4 | ||
Number of New Independent Companies per Cendant Business Unit | 1 | ||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | ||
Due to former parent | $ | $ 17 | $ 28 |
Earnings Per Share Earnings P58
Earnings Per Share Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 16 Months Ended | ||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | |||||
Earnings Per Share [Abstract] | |||||||||
Net income attributable to Realogy Holdings shareholders | $ 109 | [1] | $ 92 | [2] | $ 81 | [3] | $ 50 | [4] | |
Basic | 137,600,000 | 145,500,000 | 138,600,000 | 146,000,000 | |||||
Stock options, restricted stock units and performance share units (a) | 1,300,000 | 1,200,000 | 1,300,000 | 1,200,000 | |||||
Diluted | 138,900,000 | 146,700,000 | 139,900,000 | 147,200,000 | |||||
Basic earnings per share | $ 0.79 | $ 0.63 | $ 0.58 | $ 0.34 | |||||
Diluted earnings per share | $ 0.78 | $ 0.63 | $ 0.58 | $ 0.34 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,800,000 | 5,300,000 | 5,800,000 | 5,300,000 | |||||
Stock Repurchases [Line Items] | |||||||||
Shares Repurchased and Retired During Period, Shares | 1,900,000 | 4,100,000 | 11,200,000 | ||||||
Shares Repurchased and Retired During Period, Value | $ 60 | $ 120 | |||||||
Weighted Average Market Price of Shares Repurchased and Retired During Period | $ 30.22 | $ 28.97 | $ 28.33 | ||||||
Common Stock Settlement Date after Period End | |||||||||
Stock Repurchases [Line Items] | |||||||||
Shares Repurchased and Retired During Period, Shares | 88,320 | ||||||||
[1] | Includes a net benefit of $11 million of former parent legacy items and an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other, and $2 million of restructuring charges as follows: $1 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the three months ended June 30, 2017. | ||||||||
[2] | Includes $12 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $7 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other for the three months ended June 30, 2016. | ||||||||
[3] | Includes a net benefit of $11 million of former parent legacy items, an $8 million expense related to the settlement of the Strader legal matter and $4 million related to the loss on the early extinguishment of debt in Corporate and Other, and $7 million of restructuring charges as follows: $6 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the six months ended June 30, 2017. | ||||||||
[4] | Includes $21 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $9 million in the Company Owned Real Estate Brokerage Services segment, $3 million in the Relocation Services segment and $6 million in Corporate and Other, and a net cost of $1 million of former parent legacy items in Corporate and Other for the six months ended June 30, 2016. |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | 62.50% | |
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% | 37.50% | |
Minimum Aggregate Value of Former Parent Contingent Liabilities for which the Letter of Credit will be Terminated | $ 30,000 | $ 30,000 | |
Noninterest-bearing deposit liabilities | 650,000 | 650,000 | $ 415,000 |
Maximum | |||
Loss Contingencies [Line Items] | |||
Cash, FDIC insured amount | 250 | 250 | |
Synthetic Letter of Credit Facility | |||
Loss Contingencies [Line Items] | |||
Outstanding letters of credit | 53,000 | 53,000 | $ 53,000 |
Strader [Member] | |||
Loss Contingencies [Line Items] | |||
Legal Fees | $ 8,000 | $ 8,000 |
Segment Information - Revenues
Segment Information - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | $ 1,793 | $ 1,662 | $ 2,996 | $ 2,796 |
Real Estate Franchise Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 237 | 221 | 407 | 378 |
Real Estate Franchise Services | Royalties and Marketing Fees [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | 95 | 85 | 156 | 143 | |
Company Owned Brokerage Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 1,392 | 1,268 | 2,289 | 2,109 |
Relocation Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 102 | 109 | 179 | 192 |
Relocation Services | Referral and Relocation Fees [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | 12 | 13 | 20 | 21 | |
Title and Settlement Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 157 | 149 | 277 | 260 |
Corporate and Other [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2],[3] | $ (95) | $ (85) | $ (156) | $ (143) |
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $12 million and $20 million for the three and six months ended June 30, 2017, respectively, and $13 million and $21 million for the three and six months ended June 30, 2016, respectively. 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 $95 million and $156 million for the three and six months ended June 30, 2017, respectively, and $85 million and $143 million for the three and six months ended June 30, 2016, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||
[3] | Includes the elimination of transactions between segments. |
Segment Information - EBITDA (D
Segment Information - EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||||||
Segment Reporting Information [Line Items] | |||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization | $ 278 | [1] | $ 263 | [2] | $ 330 | [3] | $ 318 | [4] | |
Depreciation and amortization | 49 | [1] | 48 | [2] | 99 | [3] | 96 | [4] | |
Interest expense, net | 47 | [1] | 59 | [2] | 86 | [3] | 132 | [4] | |
Income tax expense | 73 | [1] | 64 | [2] | 64 | [3] | 40 | [4] | |
Net income attributable to Realogy Holdings and Realogy Group | 109 | [1] | 92 | [2] | 81 | [3] | 50 | [4] | |
Former parent legacy cost, net | (11) | 0 | (11) | 1 | |||||
Restructuring costs | 2 | 12 | 7 | 21 | |||||
Loss on the early extinguishment of debt | [1] | 0 | 0 | 4 | 0 | ||||
Real Estate Franchise Services | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization | 166 | [1] | 149 | [2] | 268 | [3] | 241 | [4] | |
Restructuring costs | 1 | 3 | 1 | 3 | |||||
Company Owned Brokerage Services | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization | 77 | [1] | 78 | [2] | 51 | [3] | 57 | [4] | |
Restructuring costs | 1 | 7 | 6 | 9 | |||||
Relocation Services | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization | 27 | [1] | 29 | [2] | 28 | [3] | 34 | [4] | |
Restructuring costs | 1 | 3 | |||||||
Title and Settlement Services | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization | 26 | [1] | 26 | [2] | 28 | [3] | 26 | [4] | |
Corporate and Other (c) | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization | [5] | (18) | [1] | (19) | [2] | (45) | [3] | (40) | [4] |
Restructuring costs | $ 1 | $ 6 | |||||||
Strader [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Legal Fees | $ 8 | $ 8 | |||||||
[1] | Includes a net benefit of $11 million of former parent legacy items and an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other, and $2 million of restructuring charges as follows: $1 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the three months ended June 30, 2017. | ||||||||
[2] | Includes $12 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $7 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other for the three months ended June 30, 2016. | ||||||||
[3] | Includes a net benefit of $11 million of former parent legacy items, an $8 million expense related to the settlement of the Strader legal matter and $4 million related to the loss on the early extinguishment of debt in Corporate and Other, and $7 million of restructuring charges as follows: $6 million in the Company Owned Real Estate Brokerage Services segment and $1 million in the Real Estate Franchise Services segment for the six months ended June 30, 2017. | ||||||||
[4] | Includes $21 million of restructuring charges as follows: $3 million in the Real Estate Franchise Services segment, $9 million in the Company Owned Real Estate Brokerage Services segment, $3 million in the Relocation Services segment and $6 million in Corporate and Other, and a net cost of $1 million of former parent legacy items in Corporate and Other for the six months ended June 30, 2016. | ||||||||
[5] | Includes the elimination of transactions between segments. |