Cover Page
Cover Page - $ / shares | 9 Months Ended | ||
Sep. 30, 2019 | Nov. 05, 2019 | Dec. 31, 2018 | |
Entity Information [Line Items] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Sep. 30, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-35674 | ||
Entity Registrant Name | REALOGY HOLDINGS CORP. | ||
Entity Tax Identification Number | 20-8050955 | ||
Entity Address, Address Line One | 175 Park Avenue | ||
Entity Address, City or Town | Madison | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07940 | ||
City Area Code | 973 | ||
Local Phone Number | 407-2000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | RLGY | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 114,340,545 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Realogy Group LLC [Member] | |||
Entity Information [Line Items] | |||
Entity File Number | 333-148153 | ||
Entity Registrant Name | REALOGY GROUP LLC | ||
Entity Tax Identification Number | 20-4381990 | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false |
Cover Page and DEI Document and
Cover Page and DEI Document and Entity Information | 9 Months Ended |
Sep. 30, 2019 | |
Document Information [Line Items] | |
Entity Central Index Key | 0001398987 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Entity Incorporation, State or Country Code | DE |
Realogy Group LLC [Member] | |
Document Information [Line Items] | |
Entity Central Index Key | 0001355001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||||
Revenues [Abstract] | |||||||
Net revenues | [1],[2] | $ 1,629 | $ 1,676 | $ 4,478 | $ 4,725 | ||
Expenses | |||||||
Commission and other agent-related costs | 875 | 902 | 2,405 | 2,556 | |||
Operating | 388 | 387 | 1,158 | 1,171 | |||
Marketing | 64 | 63 | 202 | 199 | |||
General and administrative | 85 | 80 | 262 | 244 | |||
Former parent legacy cost, net | [3] | 1 | 0 | 1 | 0 | ||
Restructuring costs, net | [4],[5] | 11 | 9 | 32 | 45 | ||
Impairments | [6] | 183 | 0 | 186 | 0 | ||
Depreciation and amortization | 50 | 49 | [7] | 149 | 146 | [7] | |
Interest expense, net | 66 | 41 | 210 | 120 | |||
(Gain) loss on the early extinguishment of debt | [3] | (10) | 0 | (5) | 7 | ||
Total expenses | 1,713 | 1,531 | 4,600 | 4,488 | |||
(Loss) income before income taxes, equity in (earnings) losses and noncontrolling interests | (84) | 145 | (122) | 237 | |||
Income tax (benefit) expense | (8) | 40 | (9) | 73 | |||
Equity in (earnings) losses of unconsolidated entities | (7) | 1 | (15) | 3 | |||
Net (loss) income | (69) | 104 | (98) | 161 | |||
Less: Net income attributable to noncontrolling interests | (1) | (1) | (2) | (2) | |||
Net (loss) income attributable to Realogy Holdings and Realogy Group | $ (70) | $ 103 | $ (100) | $ 159 | |||
(Loss) earnings per share attributable to Realogy Holdings: | |||||||
Basic (loss) earnings per share | $ (0.61) | $ 0.84 | $ (0.88) | $ 1.26 | |||
Diluted (loss) earnings per share | $ (0.61) | $ 0.83 | $ (0.88) | $ 1.25 | |||
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | |||||||
Basic | 114.3 | 122.7 | 114.2 | 126.5 | |||
Diluted | 114.3 | 123.6 | 114.2 | 127.6 | |||
Gross commission income | |||||||
Revenues [Abstract] | |||||||
Net revenues | [8] | $ 1,201 | $ 1,246 | $ 3,310 | $ 3,536 | ||
Service revenue | |||||||
Revenues [Abstract] | |||||||
Net revenues | [9] | 269 | 268 | 710 | 728 | ||
Franchise fees | |||||||
Revenues [Abstract] | |||||||
Net revenues | [10] | 108 | 109 | 290 | 302 | ||
Other | |||||||
Revenues [Abstract] | |||||||
Net revenues | [11] | $ 51 | $ 53 | $ 168 | $ 159 | ||
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $11 million and $29 million for the three and nine months ended September 30, 2019, respectively, and $10 million and $30 million for the three and nine months ended September 30, 2018, 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 $82 million and $224 million for the three and nine months ended September 30, 2019, respectively, and $83 million and $238 million for the three and nine months ended September 30, 2018, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||||
[3] | Former parent legacy items and (gain) loss on the early extinguishment of debt is recorded in the Corporate and Other segment. | ||||||
[4] | The three and nine months ended September 30, 2019 include $10 million and $28 million, respectively, of expense related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, of expense related to prior restructuring progr ams. Restructuring charges for three and nine months ended September 30, 2018 relate to prior restructuring programs. | ||||||
[5] | The three months ended September 30, 2019 includes restructuring charges of $1 million in the Real Estate Franchise Services segment, $8 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other. The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2019 includes restructuring charges of $1 million in Real Estate Franchise Services segment, $18 million in the Company Owned Real Estate Brokerage Services segment, $5 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $6 million in Corporate and Other. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $2 million in Corporate and Other. | ||||||
[6] | Impairments for the three and nine months ended September 30, 2019 includes a goodwill impairment charge of $180 million at the Company Owned Real Estate Brokerage Services segment. In addition, other impairment charges, primarily related to lease asset impairments, of $3 million and $6 million were incurred for the three and nine months ended September 30, 2019, respectively. | ||||||
[7] | Includes the elimination of transactions between segments. | ||||||
[8] | Consists primarily of revenues related to gross commission income at the Company Owned Real Estate Brokerage Services segment which is recognized at a point in time at the closing of a homesale transaction. | ||||||
[9] | Service revenue primarily consists of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. | ||||||
[10] | Franchise fees at the Real Estate Franchise Services segment primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). | ||||||
[11] | Other revenue is comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees, third-party listing fees and other miscellaneous revenues across all of the business segments. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (69) | $ 104 | $ (98) | $ 161 |
Currency translation adjustment | (1) | 0 | (1) | (2) |
Defined benefit pension plan—amortization of actuarial loss to periodic pension cost | 1 | 0 | 2 | 1 |
Other comprehensive income (loss), before tax | 0 | 0 | 1 | (1) |
Income tax expense related to items of other comprehensive income amounts | 1 | 0 | 1 | 0 |
Other comprehensive loss, net of tax | (1) | 0 | 0 | (1) |
Comprehensive (loss) income | (70) | 104 | (98) | 160 |
Less: comprehensive income attributable to noncontrolling interests | (1) | (1) | (2) | (2) |
Comprehensive (loss) income attributable to Realogy Holdings and Realogy Group | $ (71) | $ 103 | $ (100) | $ 158 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 266 | $ 225 | |
Restricted cash | 12 | 13 | |
Trade receivables (net of allowance for doubtful accounts of $XX and $XX) | 155 | 146 | |
Accounts Receivable, Allowance for Credit Loss, Current | 12 | 9 | |
Relocation receivables | 268 | 231 | |
Other current assets | 161 | 153 | |
Total current assets | 862 | 768 | |
Property and equipment, net | 315 | 304 | |
Operating lease assets, net | 538 | 0 | |
Goodwill | 3,532 | 3,712 | |
Trademarks | 749 | 749 | |
Franchise agreements, net | 1,176 | 1,227 | |
Other intangibles, net | 232 | 254 | |
Other non-current assets | 313 | 276 | |
Total assets | 7,717 | 7,290 | [1] |
Current liabilities: | |||
Accounts payable | 145 | 147 | |
Securitization obligations | 228 | 231 | |
Current portion of long-term debt | 304 | 748 | |
Current portion of operating lease liabilities | 129 | 0 | |
Accrued expenses and other current liabilities | 412 | 401 | |
Total current liabilities | 1,218 | 1,527 | |
Long-term debt | 3,221 | 2,800 | |
Long-term operating lease liabilities | 471 | 0 | |
Deferred income taxes | 374 | 389 | |
Other non-current liabilities | 250 | 259 | |
Total liabilities | 5,534 | 4,975 | |
Equity: | |||
Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at September 30, 2019 and December 31, 2018 | $ 0 | $ 0 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 114,335,466 shares issued and outstanding at September 30, 2019 and 114,620,499 shares issued and outstanding at December 31, 2018 | $ 1 | $ 1 | |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | |
Common Stock, Shares, Outstanding | 114,335,466 | 114,620,499 | |
Additional paid-in capital | $ 4,837 | $ 4,869 | |
Accumulated deficit | (2,607) | (2,507) | |
Accumulated other comprehensive loss | (52) | (52) | |
Total stockholders' equity | 2,179 | 2,311 | |
Noncontrolling interests | 4 | 4 | |
Total equity | 2,183 | 2,315 | |
Total liabilities and equity | $ 7,717 | $ 7,290 | |
[1] | The $552 million adjustment to Total assets due to the adoption of the new leasing standard consists of $414 million at the Company Owned Real Estate Brokerage Services segment, $52 million at the Corporate and Other segment, $46 million at the Title and Settlement Services segment and $40 million at the Relocation Services Segment. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | |||
Operating Activities | ||||
Net (loss) income | $ (98) | $ 161 | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization | 149 | 146 | [1] | |
Deferred income taxes | (16) | 59 | ||
Impairments | [2] | 186 | 0 | |
Amortization of deferred financing costs and debt discount | 7 | 11 | ||
(Gain) loss on the early extinguishment of debt | (5) | 7 | ||
Equity in (earnings) losses of unconsolidated entities | (15) | 3 | ||
Stock-based compensation | 25 | 31 | ||
Mark-to-market adjustments on derivatives | 49 | (20) | ||
Other adjustments to net income | (4) | (1) | ||
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | ||||
Trade receivables | (8) | (26) | ||
Relocation receivables | (38) | (112) | ||
Other assets | (4) | (15) | ||
Accounts payable, accrued expenses and other liabilities | 2 | (18) | ||
Dividends received from unconsolidated entities | 2 | 3 | ||
Increase (Decrease) in Other Operating Assets and Liabilities, Net | (2) | (5) | ||
Net cash provided by operating activities | 230 | 224 | ||
Investing Activities | ||||
Property and equipment additions | (78) | (73) | ||
Payments to Acquire Businesses, Net of Cash Acquired | 1 | 1 | ||
Investment in unconsolidated entities | (10) | (15) | ||
Proceeds from investments in unconsolidated entities | 0 | 19 | ||
Other, net | 3 | 10 | ||
Net cash used in investing activities | (86) | (60) | ||
Financing Activities | ||||
Net change in Revolving Credit Facility | (5) | 180 | ||
Payments for refinancing of Term Loan B | 0 | (4) | ||
Proceeds from refinancing of Term Loan A & A-1 | 0 | 17 | ||
Proceeds from issuance of Senior Notes | 550 | 0 | ||
Redemption and repurchases of Senior Notes | 533 | 0 | ||
Amortization payments on term loan facilities | (22) | (17) | ||
Net change in securitization obligations | (3) | 70 | ||
Debt issuance costs | (9) | (16) | ||
Cash paid for fees associated with early extinguishment of debt | (5) | 0 | ||
Repurchase of common stock | (20) | (302) | ||
Dividends paid on common stock | (31) | (34) | ||
Taxes paid related to net share settlement for stock-based compensation | (6) | (10) | ||
Payments of contingent consideration related to acquisitions | (3) | (21) | ||
Other, net | (17) | (23) | ||
Net cash used in financing activities | (104) | (160) | ||
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | (1) | ||
Net increase in cash, cash equivalents and restricted cash | 40 | 3 | ||
Cash, cash equivalents and restricted cash, beginning of period | 238 | 234 | ||
Cash, cash equivalents and restricted cash, end of period | 278 | 237 | ||
Supplemental Disclosure of Cash Flow Information | ||||
Interest payments (including securitization interest of $6 for both periods presented) | 130 | 118 | ||
Income tax payments, net | 7 | $ 10 | ||
Payments to Acquire Retained Interest in Securitized Receivables | $ 6 | |||
[1] | Includes the elimination of transactions between segments. | |||
[2] | Impairments for the three and nine months ended September 30, 2019 includes a goodwill impairment charge of $180 million at the Company Owned Real Estate Brokerage Services segment. In addition, other impairment charges, primarily related to lease asset impairments, of $3 million and $6 million were incurred for the three and nine months ended September 30, 2019, respectively. |
Basis Of Presentation Recently
Basis Of Presentation Recently Adopted Accounting Pronouncements $ in Millions | Jan. 01, 2019USD ($) | |
Other current assets | $ 139 | |
Assets, Current | 754 | |
Operating lease assets, net | 567 | |
Other non-current assets | 275 | |
Assets | 7,842 | [1] |
Current portion of operating lease liabilities | 126 | |
Accrued expenses and other current liabilities | 389 | |
Liabilities, Current | 1,641 | |
Long-term operating lease liabilities | 500 | |
Other non-current liabilities | 197 | |
Liabilities | 5,527 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,315 | |
Liabilities and Equity | 7,842 | |
Current Assets [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | (14) | |
Operating Lease Assets [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 567 | |
Other non-current assets | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | (1) | |
Assets, Total [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 552 | [1] |
Current Operating Lease Liabilities [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 126 | |
Accrued Liabilities [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | (12) | |
Current Liabilities [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 114 | |
Long-term Operating Lease Liabilities [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 500 | |
Other Noncurrent Liabilities [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | (62) | |
Liabilities, Total [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 552 | |
Equity [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 0 | |
Liabilities and Equity, Total [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 552 | |
Company Owned Brokerage Services | Assets, Total [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 414 | |
Corporate and Other | Assets, Total [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 52 | |
Title and Settlement Services | Assets, Total [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | 46 | |
Relocation Services | Assets, Total [Member] | Lease Transition Entries [Domain] | ||
Adjustments due to the adoption of the new leasing standard | $ 40 | |
[1] | The $552 million adjustment to Total assets due to the adoption of the new leasing standard consists of $414 million at the Company Owned Real Estate Brokerage Services segment, $52 million at the Corporate and Other segment, $46 million at the Title and Settlement Services segment and $40 million at the Relocation Services Segment. |
Leases Lessee Disclosure - Narr
Leases Lessee Disclosure - Narrative $ in Millions | Sep. 30, 2019USD ($)real_estate_leases |
Lessee, Lease, Description [Line Items] | |
Lessee, Liability, Payments, Remainder of Fiscal Year | $ | $ 33 |
Real estate leases | |
Lessee, Lease, Description [Line Items] | |
Number of real estate leases | real_estate_leases | 1,100 |
Real estate leases | Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 1 year |
Brokerage sales offices | Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 1 year |
Real estate leases | Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 17 years |
Brokerage sales offices | Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 5 years |
Short-term lease | Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 12 months |
Leases Lessee Disclosure - Leas
Leases Lessee Disclosure - Lease Liability Maturity Table - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Lessee Disclosure - Lease Maturity Table [Abstract] | ||
Lessee, Liability, Payments, Remainder of Fiscal Year | $ 33 | |
Lessee, Liability, Payments, Due Year Two | 174 | |
Lessee, Liability, Payments, Due Year Three | 145 | |
Lessee, Liability, Payments, Due Year Four | 115 | |
Lessee, Liability, Payments, Due Year Five | 85 | |
Lessee, Liability, Payments, Due after Year Five | 181 | |
Lessee, Liability, Payments, Due | 733 | |
Lease, Liability, Undiscounted Excess Amount | 101 | |
Lease, Liability | 632 | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | 30 | |
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | $ 165 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 162 | 144 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 135 | 120 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 109 | 95 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 82 | 79 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 181 | 196 |
Lessee, Operating Lease, Liability, Payments, Due | 699 | $ 799 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 99 | |
Operating Lease, Liability | 600 | |
Finance Lease, Liability, Payment, Due [Abstract] | ||
Finance Lease, Liability, Payments, Remainder of Fiscal Year | 3 | |
Finance Lease, Liability, Payments, Due Year Two | 12 | |
Finance Lease, Liability, Payments, Due Year Three | 10 | |
Finance Lease, Liability, Payments, Due Year Four | 6 | |
Finance Lease, Liability, Payments, Due Year Five | 3 | |
Finance Lease, Liability, Payments, Due after Year Five | 0 | |
Finance Lease, Liability, Payment, Due | 34 | |
Finance Lease, Liability, Undiscounted Excess Amount | 2 | |
Finance Lease, Liability | $ 32 |
Equity Stock Repurchases
Equity Stock Repurchases - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 43 Months Ended | ||||
Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Feb. 22, 2019 | Feb. 26, 2018 | Feb. 23, 2017 | Feb. 24, 2016 | |
Stock Repurchases [Line Items] | |||||||
Shares Repurchased and Retired During Period, Shares | 1.2 | 35.5 | |||||
Shares Repurchased and Retired During Period, Value | $ 20 | $ 20 | $ 896 | ||||
Weighted Average Market Price of Shares Repurchased and Retired During Period | $ 17.21 | $ 25.22 | |||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 204 | $ 204 | |||||
Senior Notes | 9.375% Senior Notes | |||||||
Stock Repurchases [Line Items] | |||||||
Interest Rate | 9.375% | 9.375% | |||||
Maximum | 2016 Stock Repurchase Plan | |||||||
Stock Repurchases [Line Items] | |||||||
Shares Authorized under Stock Repurchase Program, | $ 275 | ||||||
Maximum | 2017 Stock Repurchase Plan | |||||||
Stock Repurchases [Line Items] | |||||||
Shares Authorized under Stock Repurchase Program, | $ 300 | ||||||
Maximum | 2018 Stock Repurchase Plan | |||||||
Stock Repurchases [Line Items] | |||||||
Shares Authorized under Stock Repurchase Program, | $ 350 | ||||||
Maximum | 2019 Stock Repurchase Plan | |||||||
Stock Repurchases [Line Items] | |||||||
Shares Authorized under Stock Repurchase Program, | $ 175 |
Dividends
Dividends - $ / shares | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Dividend Policy [Abstract] | ||||||
Cash dividends declared per share | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.27 | $ 0.27 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 and the results of operations and comprehensive (loss) income for the three and nine months ended September 30, 2019 and 2018 and cash flows for the nine months ended September 30, 2019 and 2018. The Consolidated Balance Sheet at December 31, 2018 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, 2018. As discussed in further detail below under Recently Adopted Accounting Pronouncements , effective January 1, 2019, the Company adopted Accounting Standard Update No. 2016-02 (Topic 842) "Leases". The adoption of this standard is reflected in the amounts and disclosures set forth in this Form 10-Q. 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 September 30, 2019 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other current and non-current liabilities) — 60 — 60 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other non-current assets) — 6 — 6 Interest rate swaps (included in other non-current liabilities) — 16 — 16 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 10 10 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, 2018 $ 10 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (4) Changes in fair value (reflected in general and administrative expenses) (2) Fair value of contingent consideration at September 30, 2019 $ 4 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: September 30, 2019 December 31, 2018 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 265 $ 265 $ 270 $ 270 Term Loan B 1,061 1,009 1,069 1,010 Term Loan A Facility: Term Loan A 722 695 736 707 4.50% Senior Notes — — 450 447 5.25% Senior Notes 550 547 550 524 4.875% Senior Notes 407 377 500 434 9.375% Senior Notes 550 507 — — Securitization obligations 228 228 231 231 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. Equity Method Investments At September 30, 2019 and December 31, 2018, the Company had various equity method investments aggregating $66 million and $51 million, respectively, which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets. The investment balances at September 30, 2019 and December 31, 2018 included $57 million and $43 million, respectively, for the Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity"). For the three months ended September 30, 2019 and 2018, the Company recorded equity earnings of $7 million and equity losses of $1 million, respectively, at the Title and Settlement Services segment. For the nine months ended September 30, 2019 and 2018, the Company recorded equity earnings of $15 million and equity losses of $3 million, respectively, at the Title and Settlement Services segment. The Company received $2 million and $3 million in cash dividends from equity method investments during the nine months ended September 30, 2019 and 2018, respectively. The Company invested $2 million and $4 million of cash into Guaranteed Rate Affinity during the nine months ended September 30, 2019 and 2018, respectively. 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 a benefit of $8 million and an expense of $40 million for the three months ended September 30, 2019 and 2018, respectively, and a benefit of $9 million and an expense of $73 million for the nine months ended September 30, 2019 and 2018, 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 Swiss Franc, Euro, British Pound 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 September 30, 2019, the Company had outstanding foreign currency forward contracts in an asset position with a fair value of less than $1 million and a notional value of $33 million. As of December 31, 2018, the Company had outstanding foreign currency forward contracts in a liability position with a fair value of less than $1 million and a notional value of $27 million. The Company also enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. As of September 30, 2019, the Company had interest rate swaps with an aggregate notional value of $1,600 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $600 August 2015 August 2020 $450 November 2017 November 2022 $400 August 2020 August 2025 $150 November 2022 November 2027 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: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2019 December 31, 2018 Interest rate swap contracts Other non-current assets $ — $ 6 Other current and non-current liabilities 60 16 The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of (Gain) or Loss Recognized for Derivative Instruments (Gain) or Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest rate swap contracts Interest expense $ 12 $ (7) $ 50 $ (19) Foreign exchange contracts Operating expense (1) — (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 $12 million and $13 million at September 30, 2019 and December 31, 2018, respectively. Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Real Estate Franchise Services Company Owned Real Estate Brokerage Services Relocation Services Title & Settlement Services Corporate and Other Total Company 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 1,201 $ 1,246 $ — $ — $ — $ — $ — $ — $ 1,201 $ 1,246 Service revenue (b) — — 2 3 102 107 165 158 — — 269 268 Franchise fees (c) 186 189 — — — — — — (78) (80) 108 109 Other (d) 30 32 19 19 1 1 5 4 (4) (3) 51 53 Net revenues $ 216 $ 221 $ 1,222 $ 1,268 $ 103 $ 108 $ 170 $ 162 $ (82) $ (83) $ 1,629 $ 1,676 Nine Months Ended September 30, Real Estate Franchise Services Company Owned Real Estate Brokerage Services Relocation Services Title & Settlement Services Corporate and Other Total Company 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 3,310 $ 3,536 $ — $ — $ — $ — $ — $ — $ 3,310 $ 3,536 Service revenue (b) — — 7 7 273 289 430 432 — — 710 728 Franchise fees (c) 505 531 — — — — — — (215) (229) 290 302 Other (d) 108 103 52 50 3 3 14 12 (9) (9) 168 159 Net revenues $ 613 $ 634 $ 3,369 $ 3,593 $ 276 $ 292 $ 444 $ 444 $ (224) $ (238) $ 4,478 $ 4,725 ______________ (a) Consists primarily of revenues related to gross commission income at the Company Owned Real Estate Brokerage Services segment which is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. (c) Franchise fees at the Real Estate Franchise Services segment primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees, third-party listing fees and other miscellaneous revenues across all of the business segments. The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2019 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2019 Real Estate Franchise Services: Deferred area development fees (a) $ 54 $ 1 $ (6) $ 49 Deferred brand marketing fund fees (b) 12 69 (72) 9 Other deferred income related to revenue contracts 12 24 (27) 9 Total Real Estate Franchise Services 78 94 (105) 67 Company Owned Real Estate Brokerage Services: Advanced commissions related to development business (c) 10 2 (2) 10 Other deferred income related to revenue contracts 4 5 (5) 4 Total Company Owned Real Estate Brokerage Services 14 7 (7) 14 Relocation Services: Deferred broker network fees (d) — 10 (6) 4 Deferred outsourcing fees (e) 4 44 (44) 4 Other deferred income related to revenue contracts 5 19 (20) 4 Total Relocation Services 9 73 (70) 12 Total $ 101 $ 174 $ (182) $ 93 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. (c) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. (d) Network fees are generally billed annually and recognized into revenue on a straight-line basis each month during the membership period. (e) Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued Accounting Standard Update No. 2017-04 (Topic 350), "Simplifying the Test of Goodwill Impairment." This update simplifies how the Company is required to test goodwill for impairment by eliminating step two, which requires a hypothetical purchase price allocation, from the goodwill impairment test. Under the new guidance, goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard is effective for interim or annual goodwill impairment tests during fiscal years beginning after December 15, 2019, with early adoption permitted, and should be applied prospectively. The Company elected to early adopt this standard and the new goodwill impairment guidance was applied to our goodwill impairment test performed as of September 1, 2019. In August 2018, the SEC issued a final rule that amends certain disclosure requirements as part of the SEC’s overall project to improve disclosure effectiveness and simplify compliance. The final rule eliminates redundant, duplicative and overlapping requirements which are substantially similar to current GAAP or other SEC disclosure requirements, as well as amends or removes outdated and superseded requirements. However, in some situations, the amendments expanded disclosure requirements, such as an analysis of changes in stockholders’ equity will now be required for the current and comparative quarter and year-to-date interim periods. The Company applied the amendments in the final rule to its Annual Report on Form 10-K for the year ended December 31, 2018 and the interim disclosure requirements to this quarterly report on Form 10-Q. Adoption of the New Leasing Standard In February 2016, the FASB issued Accounting Standard Update No. 2016-02 (Topic 842) "Leases" (the "new leasing standard") which requires virtually all leases to be recognized on the balance sheet. Effective January 1, 2019, the Company adopted the new leasing standard using the modified retrospective transition approach with optional transition relief and recognized the cumulative effect of applying the new leasing standard to existing contracts on the balance sheet on January 1, 2019. Therefore, results for reporting periods beginning after January 1, 2019 are presented under the new leasing standard; however, the comparative prior period amounts have not been restated and continue to be reported in accordance with historic accounting under ASC Topic 840. The most significant effects of adoption of the new leasing standard relate to the recognition of new right-of-use assets and lease liabilities on the balance sheet for operating leases. The new leasing standard did not impact our Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. The impact of the changes to the Condensed Consolidated Balance Sheets for the adoption of the new leasing standard were as follows: Balance Sheet accounts prior to the new leasing standard adoption adjustments Adjustments due to the adoption of the new leasing standard Balance Sheet accounts after the new leasing standard adoption adjustments ASSETS Current assets: Other current assets $ 153 $ (14) $ 139 Total current assets 768 (14) 754 Operating lease assets, net — 567 567 Other non-current assets 276 (1) 275 Total assets (a) $ 7,290 $ 552 $ 7,842 LIABILITIES AND EQUITY Current liabilities: Current portion of operating lease liabilities $ — $ 126 $ 126 Accrued expenses and other current liabilities 401 (12) 389 Total current liabilities 1,527 114 1,641 Long-term operating lease liabilities — 500 500 Other non-current liabilities 259 (62) 197 Total liabilities 4,975 552 5,527 Total equity 2,315 — 2,315 Total liabilities and equity $ 7,290 $ 552 $ 7,842 _______________ (a) The $552 million adjustment to Total assets due to the adoption of the new leasing standard consists of $414 million at the Company Owned Real Estate Brokerage Services segment, $52 million at the Corporate and Other segment, $46 million at the Title and Settlement Services segment and $40 million at the Relocation Services Segment. The Company elected a package of practical expedients that were consequently applied to all leases. The Company did not reassess whether expired or existing contracts contain leases under the new definition of a lease, lease classification for expired or existing leases, nor whether previously capitalized initial direct costs would qualify for capitalization under the new standard. Upon transition, the Company did not elect to use hindsight with respect to lease renewals and purchase options when accounting for existing leases, as well as assessing the impairment of right-of-use assets. Therefore, lease terms largely remained unchanged. In addition, the Company elected the short-term lease recognition exemption and did not recognize a lease obligation and right-of-use asset on its balance sheet for all leases with terms of 12 months or less. The Company elected the practical expedient to combine lease and non-lease components in total gross rent for all of its leases which resulted in a larger lease liability recorded on the balance sheet. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued ASUs 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. |
Leases Lessee Disclosure (Notes
Leases Lessee Disclosure (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | LEASES The Company's lease portfolio consists primarily of office space and equipment. The Company has approximately 1,100 real estate leases with lease terms ranging from less than 1 year to 17 years and includes the Company's brokerage sales offices, regional and branch offices for our title and relocation businesses, corporate headquarters, regional headquarters, and facilities serving as local administration, training and storage. The Company's brokerage sales offices are generally located in shopping centers and small office parks, typically with lease terms of 1 year to 5 years. In addition, the Company has equipment leases which primarily consist of furniture, computers and other office equipment. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. At lease commencement, the Company records a liability for its lease obligation measured at the present value of future lease payments and a right-of-use asset equal to the lease liability adjusted for prepayments and lease incentives. The Company uses its collateralized incremental borrowing rate to calculate the present value of lease liabilities as most of its leases do not provide an implicit rate that is readily determinable. The Company does not recognize a lease obligation and right-of-use asset on its balance sheet for any leases with an initial term of 12 months or less. Some real estate leases include one or more options to renew or terminate a lease. The exercise of a lease renewal or termination option is assessed at commencement of the lease and only reflected in the lease term if the Company is reasonably certain to exercise the option. The Company has lease agreements that contain both lease and non-lease components, such as common area maintenance fees, and has made a policy election to combine both fixed lease and non-lease components in total gross rent for all of its leases. Expense for operating leases is recognized on a straight-line basis over the lease term. Supplemental balance sheet information related to the Company's leases was as follows: Lease Type Balance Sheet Classification September 30, 2019 Assets: Operating lease assets Operating lease assets, net $ 538 Finance lease assets (a) Property and equipment, net 38 Total lease assets, net $ 576 Liabilities: Current: Operating lease liabilities Current portion of operating lease liabilities $ 129 Finance lease liabilities Accrued expenses and other current liabilities 12 Non-current: Operating lease liabilities Long-term operating lease liabilities 471 Finance lease liabilities Other non-current liabilities 20 Total lease liabilities $ 632 Weighted Average Lease Term and Discount Rate Weighted average remaining lease term (years): Operating leases 5.7 Finance leases 3.2 Weighted average discount rate: Operating leases 5.2 % Finance leases 4.0 % _______________ (a) Finance lease assets are recorded net of accumulated amortization of $36 million . As of September 30, 2019, maturities of lease liabilities by fiscal year were as follows: Maturity of Lease Liabilities Operating Leases Finance Leases Total Remaining 2019 $ 30 $ 3 $ 33 2020 162 12 174 2021 135 10 145 2022 109 6 115 2023 82 3 85 Thereafter 181 — 181 Total lease payments 699 34 733 Less: Interest 99 2 101 Present value of lease liabilities $ 600 $ 32 $ 632 As previously disclosed in our 2018 Annual Report on Form 10-K and under historical lease accounting guidance, future minimum lease payments for noncancelable operating leases as of December 31, 2018 were as follows: Year As of December 31, 2018 2019 $ 165 2020 144 2021 120 2022 95 2023 79 Thereafter 196 Total $ 799 Supplemental income statement information related to the Company's leases is as follows: Three Months Ended Nine Months Ended Lease Costs September 30, 2019 September 30, 2019 Operating lease costs $ 42 $ 125 Finance lease costs: Amortization of leased assets 3 10 Interest on lease liabilities — 1 Other lease costs (a) 9 22 Impairment loss 3 5 Less: Sublease income, gross 1 2 Net lease cost $ 56 $ 161 _______________ (a) Primarily consists of variable lease costs. Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, 2019 Supplemental cash flow information: Operating cash flows from operating leases $ 127 Operating cash flows from finance leases 1 Financing cash flows from finance leases 11 Supplemental non-cash information: Lease assets obtained in exchange for lease obligations: Operating leases $ 88 Finance leases 12 Significant non-cash transactions included finance lease additions of $11 million for the nine months ended September 30, 2018, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Goodwill by segment and changes in the carrying amount are as follows: Real Estate Company Relocation Title and Total Balance at December 31, 2018 $ 2,292 $ 906 $ 360 $ 154 $ 3,712 Goodwill acquired — — — — — Impairment loss — (180) — — (180) Balance at September 30, 2019 $ 2,292 $ 726 $ 360 $ 154 $ 3,532 Accumulated impairment losses (a) $ 1,023 $ 338 $ 281 $ 324 $ 1,966 _______________ (a) Includes impairment charges which reduced goodwill by $180 million, $1,279 million and $507 million during the third quarter of 2019, fourth quarter of 2008 and fourth quarter of 2007, respectively. Goodwill and indefinite-lived intangibles are not amortized, but are subject to impairment testing. The testing compares carrying values to fair values and, when appropriate, the carrying value is reduced to fair value. During the third quarter of 2019, the Company determined that the decrease in the stock price of the Company and the impact on future earnings related to the discontinuation of the USAA program qualified as triggering events for all of its reporting segments and accordingly the Company performed an impairment analysis of goodwill and indefinite-lived intangible assets as of September 1, 2019. As a result of the interim impairment test, the Company recognized a goodwill impairment charge totaling $180 million related to the Company Owned Real Estate Brokerage Services segment. The results of the Company's interim impairment test indicated no other impairment charges were required for the other reporting segments or indefinite-lived intangibles. Management evaluated the effect of lowering the estimated fair value for each of the passing reporting units by 10% and determined no impairment of goodwill or other indefinite-lived intangible assets would have been recognized under this evaluation. The Company estimated the fair value of each reporting unit using the income approach, utilizing long-term cash flow forecasts adjusted for terminal value assumptions. We determine the fair value of our reporting segments utilizing our best estimate of future revenues, operating expenses including commission expense, cash flows, market and general economic conditions, trends in the industry, as well as assumptions that we believe marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. Although we believe our assumptions are reasonable, actual results may vary significantly. These impairment tests involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. To address this uncertainty, we perform a sensitivity analysis on key estimates and assumptions. Intangible assets are as follows: As of September 30, 2019 As of December 31, 2018 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,019 $ 843 $ 1,176 $ 2,019 $ 792 $ 1,227 Indefinite life—Trademarks (b) $ 749 $ 749 $ 749 $ 749 Other Intangibles Amortizable—License agreements (c) $ 45 $ 12 $ 33 $ 45 $ 11 $ 34 Amortizable—Customer relationships (d) 549 376 173 549 359 190 Indefinite life—Title plant shares (e) 19 19 18 18 Amortizable—Other (f) 30 23 7 33 21 12 Total Other Intangibles $ 643 $ 411 $ 232 $ 645 $ 391 $ 254 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily related to real estate franchise brands and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. (c) Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). (d) Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and 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) 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 Nine Months Ended 2019 2018 2019 2018 Franchise agreements $ 17 $ 17 $ 51 $ 51 License agreements 1 1 1 1 Customer relationships 5 5 17 17 Other 2 1 4 4 Total $ 25 $ 24 $ 73 $ 73 Based on the Company’s amortizable intangible assets as of September 30, 2019, the Company expects related amortization expense for the remainder of 2019, the four succeeding years and thereafter to be approximately $24 million, $95 million, $93 million, $92 million, $91 million and $994 million, respectively. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses And Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of: September 30, 2019 December 31, 2018 Accrued payroll and related employee costs $ 107 $ 118 Accrued volume incentives 32 37 Accrued commissions 38 30 Restructuring accruals 11 15 Deferred income 53 59 Accrued interest 46 15 Current portion of finance/capital lease liabilities 12 12 Due to former parent 18 21 Other 95 94 Total accrued expenses and other current liabilities $ 412 $ 401 |
Short And Long Term-Debt
Short And Long Term-Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: September 30, 2019 December 31, 2018 Senior Secured Credit Facility: Revolving Credit Facility $ 265 $ 270 Term Loan B 1,047 1,053 Term Loan A Facility: Term Loan A 718 732 4.50% Senior Notes — 449 5.25% Senior Notes 548 547 4.875% Senior Notes 405 497 9.375% Senior Notes 542 — Total Short-Term & Long-Term Debt $ 3,525 $ 3,548 Securitization Obligations: Apple Ridge Funding LLC $ 216 $ 218 Cartus Financing Limited 12 13 Total Securitization Obligations $ 228 $ 231 Indebtedness Table As of September 30, 2019, 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) February 2023 $ 265 $ * $ 265 Term Loan B (3) February 2025 1,061 14 1,047 Term Loan A Facility: Term Loan A (4) February 2023 722 4 718 Senior Notes 5.25% December 2021 550 2 548 Senior Notes 4.875% June 2023 407 2 405 Senior Notes 9.375% April 2027 550 8 542 Securitization obligations: (5) Apple Ridge Funding LLC (6) June 2020 216 * 216 Cartus Financing Limited (7) August 2020 12 * 12 Total (8) $ 3,783 $ 30 $ 3,753 _______________ * 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 September 30, 2019, the Company had $1,425 million of borrowing capacity under its Revolving Credit Facility. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility . On November 5, 2019, the Company had $255 million in outstanding borrowings under the Revolving Credit Facility and $27 million of outstanding letters of credit. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2019 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. (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) ABR plus 1.25% (with an ABR floor of 1.75%). (4) The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to 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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. (5) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (6) As of September 30, 2019, the Company had $250 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $34 million of available capacity. (7) Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2019, the Company had $18 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. In August 2019, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2020. (8) Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $56 million utilized at a weighted average rate of 3.33% at September 30, 2019. Maturities Table As of September 30, 2019, the combined aggregate amount of maturities for long-term borrowings, excluding securitization obligations, for the remainder of 2019 and each of the next four years is as follows: Year Amount Remaining 2019 (a) $ 273 2020 44 2021 612 2022 81 2023 981 _______________ (a) Remaining 2019 includes amortization payments totaling $5 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $265 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $304 million shown on the condensed consolidated balance sheet consists of four quarters of amortization payments totaling $28 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $265 million of revolver borrowings under the Revolving Credit Facility. Senior Secured Credit Facility In February 2018, Realogy Group entered into fifth and sixth amendments to the Amended and Restated Senior Secured Credit Agreement dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the "Senior Secured Credit Agreement") that respectively (i) replaced the approximately $1,100 million Term Loan B due July 2022 with a new $1,080 million Term Loan B due February 2025 and (ii) increased the borrowing capacity under its Revolving Credit Facility to $1,400 million from the prior $1,050 million and extended the maturity date to February 2023 from October 2020. On March 27, 2019, Realogy Group entered into an incremental assumption agreement to the Senior Secured Credit Agreement that provided for an incremental revolving facility commitment of $25 million, increasing the borrowing capacity under the Revolving Credit Facility to $1,425 million. The Senior Secured Credit Agreement provides for: (a) the Term Loan B issued in the original aggregate principal amount of $1,080 million with a maturity date of February 2025. 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 $1,425 million Revolving Credit Facility with a maturity date of February 2023, which includes a $125 million letter of credit 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 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% The Senior Secured Credit Agreement permits the Company to obtain up to $500 million of additional credit facilities on a combined basis with the Term Loan A Agreement (less any amounts previously incurred under this provision) 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 the Company 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 (so long as the Revolving Credit Facility is outstanding) 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 Revolving Credit Facility 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 September 30, 2019, Realogy Group was in compliance with the senior secured leverage ratio covenant. Term Loan A Facility In February 2018, Realogy Group entered into a second amendment to the Term Loan A Agreement. Under the amendment, the Company aggregated the existing $435 million Term Loan A and $355 million Term Loan A-1 tranches due October 2020 and July 2021, respectively, into a new single tranche of $750 million Term Loan A due February 2023. The Term Loan A provides for quarterly amortization payments totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, which commenced on June 30, 2018 and continue through February 8, 2023. The interest rates with respect to 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 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 Agreement permits the Company to obtain up to $500 million of additional credit facilities on a combined basis with the Senior Secured Credit Agreement (less any amounts previously incurred under this provision) 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 the Company to issue senior secured or unsecured notes in lieu of any incremental facility. The Term Loan A Agreement contains negative covenants consistent with those included in the Senior Secured Credit Agreement. Unsecured Notes In February 2019, the Company used borrowings under its Revolving Credit Facility and cash on hand to fund the redemption of all of its outstanding $450 million 4.50% Senior Notes. In March 2019, the Company issued $550 million of 9.375% Senior Notes due in April 2027. The Company used $540 million of the net proceeds to repay a portion of outstanding borrowings under its Revolving Credit Facility. During the third quarter of 2019, Realogy Group used cash on hand to repurchase $93 million of its 4.875% Senior Notes in open market purchases at an aggregate purchase price of $83 million , plus accrued interest to the repurchase date. In conjunction with the repurchase, the Company recorded a gain on the early extinguishment of debt of $10 million. The 5.25% Senior Notes, 4.875% Senior Notes and the 9.375% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on December 1, 2021, June 1, 2023 and April 1, 2027, respectively. Interest on the Unsecured Notes is payable each year semiannually on June 1 and December 1 for both the 5.25% Senior Notes and 4.875% Senior Notes, and April 1 and October 1 for the 9.375% 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. The indentures governing the Unsecured Notes contain various negative covenants that limit Realogy Group's and its restricted subsidiaries’ ability to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants include limitations on Realogy Group's and its restricted subsidiaries’ ability to (a) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock, (b) pay dividends or make distributions to their stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of their subsidiaries to pay dividends or to make other payments to Realogy Group, (f) enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of their assets, (i) transfer or sell assets, including capital stock of subsidiaries and (j) prepay, redeem or repurchase debt that is subordinated in right of payment to the Unsecured Notes. The covenants in the indenture governing the 9.375% Senior Notes are substantially similar to the covenants in the indentures governing the other Unsecured Notes, with certain exceptions, including several changes relating to Realogy Group’s ability to make restricted payments, and, in particular, its ability to repurchase shares and pay dividends. Specifically, (a) the cumulative credit basket for restricted payments (i) was reset to zero and builds from January 1, 2019, (ii) builds at 25% of Consolidated Net Income (as defined in the indenture governing the 9.375% Senior Notes) when the consolidated leverage ratio (as defined below) is equal to or greater than 4.0 to 1.0 (and 50% of Consolidated Net Income when it is less than 4.0 to 1.0) and, consistent with the indentures governing the other Unsecured Notes, is reduced by 100% of the deficit when Consolidated Net Income is a deficit and (iii) may not be used when the consolidated leverage ratio is equal to or greater than 4.0 to 1.0; (b) the $100 million general restricted payment basket may be used only for Restricted Investments (as defined in the indenture governing the 9.375% Senior Notes); (c) the indenture governing the 9.375% Senior Notes requires the consolidated leverage ratio to be less than 3.0 to 1.0 to use the unlimited general restricted payment basket (which payments will reduce the cumulative credit basket, but not below zero); and (d) the indenture governing the 9.375% Senior Notes contains a new restricted payment basket that may be used for up to $45 million of dividends per calendar year. The consolidated leverage ratio is measured by dividing Realogy Group's total net debt by the trailing four quarters EBITDA. EBITDA, as defined in the indenture governing the 9.375% Senior Notes, is substantially similar to EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement. Net debt under the indenture is Realogy Group's total indebtedness (excluding securitizations) less (i) its cash and cash equivalents in excess of restricted cash and (ii) a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31. 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 which expires in December 2019. At September 30, 2019, the capacity of the facility was $66 million, with $56 million being utilized and at December 31, 2018, the capacity was $66 million, with $63 million being utilized. 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. Securitization Obligations Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in June 2020. As of September 30, 2019, the Company had $250 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $216 million being utilized. 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. In August 2019, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2020. As of September 30, 2019, there were $12 million of outstanding borrowings under the facilities. 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 Agreement 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 $271 million and $238 million of underlying relocation receivables and other related relocation assets at September 30, 2019 and December 31, 2018, 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 for both the three months ended September 30, 2019 and 2018, and $6 million for both the nine months ended September 30, 2019 and 2018. 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 4.3% and 3.7% for the nine months ended September 30, 2019 and 2018, respectively. Gain/Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs During the nine months ended September 30, 2019, the Company recorded a gain on the early extinguishment of debt of $5 million which consisted of a $10 million gain as a result of the repurchase of $93 million of its 4.875% Senior Notes during the third quarter of 2019, partially offset by a $5 million loss a s a result of the refinancing transactions in the first quarter of 2019. As a result of the refinancing transactions in February 2018, the Company recorded a loss on the early extinguishment of debt of $7 million and wrote off financing costs of $2 million to interest expense during the nine months ended September 30, 2018. |
Restructuring Costs Restructuri
Restructuring Costs Restructuring Costs | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | 6. RESTRUCTURING COSTS Restructuring charges were $11 million and $32 million for the three and nine months ended September 30, 2019, respectively, and $9 million and $45 million for the three and nine months ended September 30, 2018, respectively. The components of the restructuring charges for the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Personnel-related costs (1) $ 4 $ 3 $ 20 $ 20 Facility-related costs (2) 6 3 11 15 Internal use software impairment (3) — 3 — 10 Other restructuring costs (4) 1 — 1 — Total restructuring charges (5) $ 11 $ 9 $ 32 $ 45 _______________ (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, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. (3) Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's new leadership team. (4) 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. (5) The three and nine months ended September 30, 2019 include $10 million and $28 million, respectively, of expense related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, of expense related to prior restructuring progr ams. Restructuring charges for three and nine months ended September 30, 2018 relate to prior restructuring programs. Facility and Operational Efficiencies Program Beginning in the first quarter of 2019, the Company commenced the implementation of a plan to accelerate its office consolidation to reduce storefront costs, as well as institute other operational efficiencies to drive profitability. In addition, the Company commenced a plan to transform and centralize certain aspects of the operational support and drive changes in how it serves its affiliated independent sales agents from a marketing and technology perspective to help such agents be more productive and enable them to make their businesses more profitable. In the fourth quarter of 2019, the Company expanded its operational efficiencies program to focus on workforce optimization. This workforce optimization initiative is focused on consolidating similar or overlapping roles, reducing the number of hierarchical layers and streamlining work and decision making. Separately, the Company also reduced headcount in the third quarter in connection with the wind down of a former affinity program. The following is a reconciliation of the beginning and ending reserve balances related to the Facility and Operational Efficiencies Program: Personnel-related costs Facility-related costs (1) Other restructuring costs Total Balance at December 31, 2018 $ — $ — $ — $ — Restructuring charges 17 10 1 28 Costs paid or otherwise settled (14) (6) (1) (21) Balance at September 30, 2019 $ 3 $ 4 $ — $ 7 _______________ (1) In addition, the Company incurred an additional $5 million related to lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2019. The following table shows the total costs currently expected to be incurred by type of cost related to the Facility and Operational Efficiencies Program: Total amount expected to be incurred Amount incurred Total amount remaining to be incurred Personnel-related costs $ 24 $ 17 $ 7 Facility-related costs (1) 41 10 31 Other restructuring costs 1 1 — Total $ 66 $ 28 $ 38 _______________ (1) Facility-related costs includes lease asset impairments expected to be incurred under the Facility and Operational Efficiencies Program. The following table shows the total costs currently expected to be incurred by reportable segment related to the Facility and Operational Efficiencies Program: Total amount expected to be incurred Amount incurred through Total amount remaining to be incurred Real Estate Franchise Services $ 4 $ 1 $ 3 Company Owned Real Estate Brokerage Services 47 17 30 Relocation Services 5 5 — Title and Settlement Services 1 1 — Corporate and Other 9 4 5 Total $ 66 $ 28 $ 38 Leadership Realignment and Other Restructuring Activities Beginning in the first quarter of 2018, the Company commenced the implementation of a plan to drive its business forward and enhance stockholder value. The key aspects of this plan included senior leadership realignment, an enhanced focus on technology and talent, as well as further attention to office footprint and other operational efficiencies. The activities undertaken in connection with the restructuring plan are complete. At December 31, 2018, the remaining liability was $20 million. During the nine months ended September 30, 2019, the Company incurred personnel-related costs of $3 million, paid or settled costs of $11 million and reclassified $4 million to offset related lease assets upon adoption of the new leasing standard, resulting in a remaining accrual of $8 million, primarily related to personnel and facility related liabilities. |
Equity Equity
Equity Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Condensed Consolidated Statement of Changes in Equity for Realogy Holdings Three Months Ended September 30, 2019 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at June 30, 2019 114.3 $ 1 $ 4,837 $ (2,537) $ (51) $ 3 $ 2,253 Net (loss) income — — — (70) — 1 (69) Other comprehensive loss — — — — (1) — (1) Stock-based compensation — — 10 — — — 10 Dividends declared ($0.09 per share) — — (10) — — — (10) Balance at September 30, 2019 114.3 $ 1 $ 4,837 $ (2,607) $ (52) $ 4 $ 2,183 Three Months Ended September 30, 2018 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at June 30, 2018 124.6 $ 1 $ 5,073 $ (2,588) $ (47) $ 3 $ 2,442 Net income — — — 103 — 1 104 Repurchase of common stock (4.7) — (102) — — — (102) Stock-based compensation — — 10 — — — 10 Dividends declared ($0.09 per share) — — (11) — — — (11) Balance at September 30, 2018 119.9 $ 1 $ 4,970 $ (2,485) $ (47) $ 4 $ 2,443 Nine Months Ended September 30, 2019 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2018 114.6 $ 1 $ 4,869 $ (2,507) $ (52) $ 4 $ 2,315 Net (loss) income — — — (100) — 2 (98) Repurchase of common stock (1.2) — (20) — — — (20) Stock-based compensation — — 25 — — — 25 Issuance of shares for vesting of equity awards 1.3 — — — — — — Shares withheld for taxes on equity awards (0.4) — (6) — — — (6) Dividends declared ($0.27 per share) — — (31) — — (2) (33) Balance at September 30, 2019 114.3 $ 1 $ 4,837 $ (2,607) $ (52) $ 4 $ 2,183 Nine Months Ended September 30, 2018 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2017 131.6 $ 1 $ 5,285 $ (2,631) $ (37) $ 4 $ 2,622 Cumulative effect of adoption of new accounting pronouncements — — — (13) (9) — (22) Net income — — — 159 — 2 161 Other comprehensive loss — — — — (1) — (1) Repurchase of common stock (12.5) — (302) — — — (302) Stock-based compensation — — 31 — — — 31 Issuance of shares for vesting of equity awards 1.2 — — — — — — Shares withheld for taxes on equity awards (0.4) — (10) — — — (10) Dividends declared ($0.27 per share) — — (34) — — (2) (36) Balance at September 30, 2018 119.9 $ 1 $ 4,970 $ (2,485) $ (47) $ 4 $ 2,443 Condensed Consolidated Statement of Changes in Equity for Realogy Group The Company has not included a statement of changes in equity for Realogy Group as the operating results of Group are consistent with the operating results of Realogy Holdings as all revenue and expenses of Realogy Group flow up to Realogy Holdings and there are no incremental activities at the Realogy Holdings level. The only difference between Realogy Group and Realogy Holdings is that the $1 million in par value of common stock in Realogy Holdings' equity is included in additional paid in capital in Realogy Group's equity. Stock Repurchases The Company may repurchase shares of its common stock under authorizations 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. The Company's Board of Directors authorized a share repurchase program of up to $275 million, $300 million, $350 million and $175 million of the Company's common stock in February 2016, 2017, 2018 and 2019, respectively. In the first quarter of 2019, the Company repurchased and retired 1.2 million shares of common stock for $20 million at a weighted average market price of $17.21 per share. The Company did not repurchase any shares under the share repurchase programs during the second and third quarters of 2019. As of September 30, 2019, the Company had repurchased and retired 35.5 million shares of common stock for an aggregate of $896 million at a total weighted average market price of $25.22 per share. As of September 30, 2019, $204 million remained available for repurchase under the share repurchase programs. The restrictive covenants in the indenture governing the 9.375% Senior Notes restrict the Company's ability to repurchase shares. See "Note 5. Short and Long-Term Debt — Unsecured Notes." Stock-Based Compensation During the first quarter of 2019, the Company granted 0.9 million shares of non-qualified stock options with a weighted average exercise price of $13.45, restricted stock units related to 2.5 million shares with a weighted average grant date fair value of $13.53 and performance stock units related to 1.2 million shares with a weighted average grant date fair value of $11.08. Dividends The Board declared and paid a quarterly cash dividend of $0.09 per share on the Company’s common stock during the first, seco nd and third quarters of 2019. In early November 2019, the Company's Board of Directors determined that, effective immediately, it will no longer pay a quarterly cash dividend. Pursuant to the Company’s policy, dividends payable in cash are treated as a reduction of additional paid-in capital since the Company is currently in an accumulated deficit position. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | . EARNINGS (LOSS) PER SHARE Earnings (loss) per share attributable to Realogy Holdings Basic earnings (loss) per share is computed based on net income (loss) 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 Nine Months Ended (in millions, except per share data) 2019 2018 2019 2018 Net (loss) income attributable to Realogy Holdings stockholders $ (70) $ 103 $ (100) $ 159 Basic weighted average shares 114.3 122.7 114.2 126.5 Stock options, restricted stock units and performance share units (a)(b) — 0.9 — 1.1 Weighted average diluted shares 114.3 123.6 114.2 127.6 (Loss) Earnings Per Share: Basic $ (0.61) $ 0.84 $ (0.88) $ 1.26 Diluted $ (0.61) $ 0.83 $ (0.88) $ 1.25 _______________ (a) The Company was in a net loss position for the three and nine months ended September 30, 2019 and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. At September 30, 2019, the number of shares of common stock issuable for incentive equity awards, with performance awards based on the achievement of target amounts, was 10.8 million. (b) The three and nine months ended September 30, 2018, respectively, exclude 7.4 million and 7.2 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
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
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 Operating EBITDA. Operating EBITDA is defined by us as net income (loss) before depreciation and amortization, interest expense, net (other than relocation services interest for securitization assets and securitization obligations), income taxes, and other items that are not core to the operating activities of the Company such as restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, gains or losses on discontinued operations and gains or losses on the sale of investments or other assets. The Company’s presentation of Operating EBITDA may not be comparable to similar measures used by other companies. Revenues (a) (b) Three Months Ended Nine Months Ended 2019 2018 2019 2018 Real Estate Franchise Services $ 216 $ 221 $ 613 $ 634 Company Owned Real Estate Brokerage Services 1,222 1,268 3,369 3,593 Relocation Services 103 108 276 292 Title and Settlement Services 170 162 444 444 Corporate and Other (c) (82) (83) (224) (238) Total Company $ 1,629 $ 1,676 $ 4,478 $ 4,725 _______________ (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 $82 million and $224 million for the three and nine months ended September 30, 2019, respectively, and $83 million and $238 million for the three and nine months ended September 30, 2018, 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 $11 million and $29 million for the three and nine months ended September 30, 2019, respectively, and $10 million and $30 million for the three and nine months ended September 30, 2018, 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. Operating EBITDA Three Months Ended September 30, Nine Months Ended 2019 2018 2019 2018 Real Estate Franchise Services $ 153 $ 161 $ 406 $ 439 Company Owned Real Estate Brokerage Services 31 43 16 59 Relocation Services 34 39 63 72 Title and Settlement Services 31 20 54 45 Corporate and Other (a) (26) (21) (75) (63) Less: Depreciation and amortization (b) 50 49 149 148 Interest expense, net 66 41 210 120 Income tax (benefit) expense (8) 40 (9) 73 Restructuring costs, net (c) 11 9 32 45 Impairments (d) 183 — 186 — Former parent legacy cost (e) 1 — 1 — (Gain) loss on the early extinguishment of debt (e) (10) — (5) 7 Net (loss) income attributable to Realogy Holdings and Realogy Group $ (70) $ 103 $ (100) $ 159 _______________ (a) Includes the elimination of transactions between segments. (b) Depreciation and amortization for the nine months ended September 30, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Condensed Consolidated Statement of Operations. (c) The three months ended September 30, 2019 includes restructuring charges of $1 million in the Real Estate Franchise Services segment, $8 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other. The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2019 includes restructuring charges of $1 million in Real Estate Franchise Services segment, $18 million in the Company Owned Real Estate Brokerage Services segment, $5 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $6 million in Corporate and Other. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $2 million in Corporate and Other. (d) Impairments for the three and nine months ended September 30, 2019 includes a goodwill impairment charge of $180 million at the Company Owned Real Estate Brokerage Services segment. In addition, other impairment charges, primarily related to lease asset impairments, of $3 million and $6 million were incurred for the three and nine months ended September 30, 2019, respectively. (e) Former parent legacy items and (gain) loss on the early extinguishment of debt is recorded in the Corporate and Other segment. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Entry into Definitive Agreement to Sell Employee Relocation Business; Realogy to Retain Cartus Affinity and Broker-to-Broker Business As reported by the Company on a Current Report on Form 8-K filed on November 7, 2019, the Company announced a definitive purchase agreement under which SIRVA Worldwide, Inc., a subsidiary of SIRVA, Inc. (collectively, “SIRVA”), will acquire its global employee relocation business. The transaction is valued at $400 million, and is expected to close in the first half of 2020, subject to the receipt of required regulatory clearances and other closing conditions. SIRVA is a portfolio company of Madison Dearborn Partners (MDP), a leading private equity firm. The transaction includes all of the employee relocation assets of Cartus, but does not include Cartus’ affinity business, which delivers home selling and buying assistance to members of affinity clients, nor its Broker Network, made up of agents and brokers from Realogy’s residential real estate brands and certain independent real estate brokers. Under the terms of the agreement, the Company will receive $375 million in cash at closing and a $25 million deferred payment after the closing of the transaction, subject to certain adjustments set forth in the purchase agreement. The Company intends to use the substantial majority of the net proceeds to pay down corporate debt. Completion of the planned sale is subject to certain closing conditions, including the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of other required regulatory clearances. There can be no assurance that any of such conditions will be satisfied and that the planned sale will be successfully completed on a timely basis or at all. Each of the Company and SIRVA have the right to terminate the purchase agreement under certain circumstances. |
Basis Of Presentation Basis of
Basis Of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
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. The following table summarizes fair value measurements by level at September 30, 2019 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other current and non-current liabilities) — 60 — 60 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other non-current assets) — 6 — 6 Interest rate swaps (included in other non-current liabilities) — 16 — 16 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 10 10 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, 2018 $ 10 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (4) Changes in fair value (reflected in general and administrative expenses) (2) Fair value of contingent consideration at September 30, 2019 $ 4 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: September 30, 2019 December 31, 2018 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 265 $ 265 $ 270 $ 270 Term Loan B 1,061 1,009 1,069 1,010 Term Loan A Facility: Term Loan A 722 695 736 707 4.50% Senior Notes — — 450 447 5.25% Senior Notes 550 547 550 524 4.875% Senior Notes 407 377 500 434 9.375% Senior Notes 550 507 — — Securitization obligations 228 228 231 231 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Equity Method Investments, Policy | Equity Method Investments At September 30, 2019 and December 31, 2018, the Company had various equity method investments aggregating $66 million and $51 million, respectively, which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets. The investment balances at September 30, 2019 and December 31, 2018 included $57 million and $43 million, respectively, for the Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity"). For the three months ended September 30, 2019 and 2018, the Company recorded equity earnings of $7 million and equity losses of $1 million, respectively, at the Title and Settlement Services segment. For the nine months ended September 30, 2019 and 2018, the Company recorded equity earnings of $15 million and equity losses of $3 million, respectively, at the Title and Settlement Services segment. The Company received $2 million and $3 million in cash dividends from equity method investments during the nine months ended September 30, 2019 and 2018, respectively. The Company invested $2 million and $4 million of cash into Guaranteed Rate Affinity during the nine months ended September 30, 2019 and 2018, respectively. |
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 a benefit of $8 million and an expense of $40 million for the three months ended September 30, 2019 and 2018, respectively, and a benefit of $9 million and an expense of $73 million for the nine months ended September 30, 2019 and 2018, 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 Swiss Franc, Euro, British Pound 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 September 30, 2019, the Company had outstanding foreign currency forward contracts in an asset position with a fair value of less than $1 million and a notional value of $33 million. As of December 31, 2018, the Company had outstanding foreign currency forward contracts in a liability position with a fair value of less than $1 million and a notional value of $27 million. The Company also enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. As of September 30, 2019, the Company had interest rate swaps with an aggregate notional value of $1,600 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $600 August 2015 August 2020 $450 November 2017 November 2022 $400 August 2020 August 2025 $150 November 2022 November 2027 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: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2019 December 31, 2018 Interest rate swap contracts Other non-current assets $ — $ 6 Other current and non-current liabilities 60 16 The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of (Gain) or Loss Recognized for Derivative Instruments (Gain) or Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest rate swap contracts Interest expense $ 12 $ (7) $ 50 $ (19) Foreign exchange contracts Operating expense (1) — (1) (1) |
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 $12 million and $13 million at September 30, 2019 and December 31, 2018, respectively. |
Revenue [Policy Text Block] | Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Real Estate Franchise Services Company Owned Real Estate Brokerage Services Relocation Services Title & Settlement Services Corporate and Other Total Company 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 1,201 $ 1,246 $ — $ — $ — $ — $ — $ — $ 1,201 $ 1,246 Service revenue (b) — — 2 3 102 107 165 158 — — 269 268 Franchise fees (c) 186 189 — — — — — — (78) (80) 108 109 Other (d) 30 32 19 19 1 1 5 4 (4) (3) 51 53 Net revenues $ 216 $ 221 $ 1,222 $ 1,268 $ 103 $ 108 $ 170 $ 162 $ (82) $ (83) $ 1,629 $ 1,676 Nine Months Ended September 30, Real Estate Franchise Services Company Owned Real Estate Brokerage Services Relocation Services Title & Settlement Services Corporate and Other Total Company 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 3,310 $ 3,536 $ — $ — $ — $ — $ — $ — $ 3,310 $ 3,536 Service revenue (b) — — 7 7 273 289 430 432 — — 710 728 Franchise fees (c) 505 531 — — — — — — (215) (229) 290 302 Other (d) 108 103 52 50 3 3 14 12 (9) (9) 168 159 Net revenues $ 613 $ 634 $ 3,369 $ 3,593 $ 276 $ 292 $ 444 $ 444 $ (224) $ (238) $ 4,478 $ 4,725 ______________ (a) Consists primarily of revenues related to gross commission income at the Company Owned Real Estate Brokerage Services segment which is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. (c) Franchise fees at the Real Estate Franchise Services segment primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees, third-party listing fees and other miscellaneous revenues across all of the business segments. The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2019 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2019 Real Estate Franchise Services: Deferred area development fees (a) $ 54 $ 1 $ (6) $ 49 Deferred brand marketing fund fees (b) 12 69 (72) 9 Other deferred income related to revenue contracts 12 24 (27) 9 Total Real Estate Franchise Services 78 94 (105) 67 Company Owned Real Estate Brokerage Services: Advanced commissions related to development business (c) 10 2 (2) 10 Other deferred income related to revenue contracts 4 5 (5) 4 Total Company Owned Real Estate Brokerage Services 14 7 (7) 14 Relocation Services: Deferred broker network fees (d) — 10 (6) 4 Deferred outsourcing fees (e) 4 44 (44) 4 Other deferred income related to revenue contracts 5 19 (20) 4 Total Relocation Services 9 73 (70) 12 Total $ 101 $ 174 $ (182) $ 93 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. (c) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. (d) Network fees are generally billed annually and recognized into revenue on a straight-line basis each month during the membership period. (e) Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. |
New Accounting Pronouncements, Policy | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued Accounting Standard Update No. 2017-04 (Topic 350), "Simplifying the Test of Goodwill Impairment." This update simplifies how the Company is required to test goodwill for impairment by eliminating step two, which requires a hypothetical purchase price allocation, from the goodwill impairment test. Under the new guidance, goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard is effective for interim or annual goodwill impairment tests during fiscal years beginning after December 15, 2019, with early adoption permitted, and should be applied prospectively. The Company elected to early adopt this standard and the new goodwill impairment guidance was applied to our goodwill impairment test performed as of September 1, 2019. In August 2018, the SEC issued a final rule that amends certain disclosure requirements as part of the SEC’s overall project to improve disclosure effectiveness and simplify compliance. The final rule eliminates redundant, duplicative and overlapping requirements which are substantially similar to current GAAP or other SEC disclosure requirements, as well as amends or removes outdated and superseded requirements. However, in some situations, the amendments expanded disclosure requirements, such as an analysis of changes in stockholders’ equity will now be required for the current and comparative quarter and year-to-date interim periods. The Company applied the amendments in the final rule to its Annual Report on Form 10-K for the year ended December 31, 2018 and the interim disclosure requirements to this quarterly report on Form 10-Q. Adoption of the New Leasing Standard In February 2016, the FASB issued Accounting Standard Update No. 2016-02 (Topic 842) "Leases" (the "new leasing standard") which requires virtually all leases to be recognized on the balance sheet. Effective January 1, 2019, the Company adopted the new leasing standard using the modified retrospective transition approach with optional transition relief and recognized the cumulative effect of applying the new leasing standard to existing contracts on the balance sheet on January 1, 2019. Therefore, results for reporting periods beginning after January 1, 2019 are presented under the new leasing standard; however, the comparative prior period amounts have not been restated and continue to be reported in accordance with historic accounting under ASC Topic 840. The most significant effects of adoption of the new leasing standard relate to the recognition of new right-of-use assets and lease liabilities on the balance sheet for operating leases. The new leasing standard did not impact our Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. The impact of the changes to the Condensed Consolidated Balance Sheets for the adoption of the new leasing standard were as follows: Balance Sheet accounts prior to the new leasing standard adoption adjustments Adjustments due to the adoption of the new leasing standard Balance Sheet accounts after the new leasing standard adoption adjustments ASSETS Current assets: Other current assets $ 153 $ (14) $ 139 Total current assets 768 (14) 754 Operating lease assets, net — 567 567 Other non-current assets 276 (1) 275 Total assets (a) $ 7,290 $ 552 $ 7,842 LIABILITIES AND EQUITY Current liabilities: Current portion of operating lease liabilities $ — $ 126 $ 126 Accrued expenses and other current liabilities 401 (12) 389 Total current liabilities 1,527 114 1,641 Long-term operating lease liabilities — 500 500 Other non-current liabilities 259 (62) 197 Total liabilities 4,975 552 5,527 Total equity 2,315 — 2,315 Total liabilities and equity $ 7,290 $ 552 $ 7,842 _______________ (a) The $552 million adjustment to Total assets due to the adoption of the new leasing standard consists of $414 million at the Company Owned Real Estate Brokerage Services segment, $52 million at the Corporate and Other segment, $46 million at the Title and Settlement Services segment and $40 million at the Relocation Services Segment. The Company elected a package of practical expedients that were consequently applied to all leases. The Company did not reassess whether expired or existing contracts contain leases under the new definition of a lease, lease classification for expired or existing leases, nor whether previously capitalized initial direct costs would qualify for capitalization under the new standard. Upon transition, the Company did not elect to use hindsight with respect to lease renewals and purchase options when accounting for existing leases, as well as assessing the impairment of right-of-use assets. Therefore, lease terms largely remained unchanged. In addition, the Company elected the short-term lease recognition exemption and did not recognize a lease obligation and right-of-use asset on its balance sheet for all leases with terms of 12 months or less. The Company elected the practical expedient to combine lease and non-lease components in total gross rent for all of its leases which resulted in a larger lease liability recorded on the balance sheet. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued ASUs 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. |
Leases Lessee Disclosure (Polic
Leases Lessee Disclosure (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lessee, Leases [Policy Text Block] | Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. At lease commencement, the Company records a liability for its lease obligation measured at the present value of future lease payments and a right-of-use asset equal to the lease liability adjusted for prepayments and lease incentives. The Company uses its collateralized incremental borrowing rate to calculate the present value of lease liabilities as most of its leases do not provide an implicit rate that is readily determinable. The Company does not recognize a lease obligation and right-of-use asset on its balance sheet for any leases with an initial term of 12 months or less. Some real estate leases include one or more options to renew or terminate a lease. The exercise of a lease renewal or termination option is assessed at commencement of the lease and only reflected in the lease term if the Company is reasonably certain to exercise the option. The Company has lease agreements that contain both lease and non-lease components, such as common area maintenance fees, and has made a policy election to combine both fixed lease and non-lease components in total gross rent for all of its leases. Expense for operating leases is recognized on a straight-line basis over the lease term. |
Equity Equity (Policies)
Equity Equity (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stock Repurchase Policy [Policy Text Block] | Stock Repurchases The Company may repurchase shares of its common stock under authorizations 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. The Company's Board of Directors authorized a share repurchase program of up to $275 million, $300 million, $350 million and $175 million of the Company's common stock in February 2016, 2017, 2018 and 2019, respectively. In the first quarter of 2019, the Company repurchased and retired 1.2 million shares of common stock for $20 million at a weighted average market price of $17.21 per share. The Company did not repurchase any shares under the share repurchase programs during the second and third quarters of 2019. As of September 30, 2019, the Company had repurchased and retired 35.5 million shares of common stock for an aggregate of $896 million at a total weighted average market price of $25.22 per share. As of September 30, 2019, $204 million remained available for repurchase under the share repurchase programs. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Hierarchy | The following table summarizes fair value measurements by level at September 30, 2019 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other current and non-current liabilities) — 60 — 60 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other non-current assets) — 6 — 6 Interest rate swaps (included in other non-current liabilities) — 16 — 16 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 10 10 |
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, 2018 $ 10 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (4) Changes in fair value (reflected in general and administrative expenses) (2) Fair value of contingent consideration at September 30, 2019 $ 4 |
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: September 30, 2019 December 31, 2018 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 265 $ 265 $ 270 $ 270 Term Loan B 1,061 1,009 1,069 1,010 Term Loan A Facility: Term Loan A 722 695 736 707 4.50% Senior Notes — — 450 447 5.25% Senior Notes 550 547 550 524 4.875% Senior Notes 407 377 500 434 9.375% Senior Notes 550 507 — — Securitization obligations 228 228 231 231 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Schedule of Derivative Instruments | Notional Value (in millions) Commencement Date Expiration Date $600 August 2015 August 2020 $450 November 2017 November 2022 $400 August 2020 August 2025 $150 November 2022 November 2027 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments was as follows: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2019 December 31, 2018 Interest rate swap contracts Other non-current assets $ — $ 6 Other current and non-current liabilities 60 16 |
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 (Gain) or Loss Recognized for Derivative Instruments (Gain) or Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest rate swap contracts Interest expense $ 12 $ (7) $ 50 $ (19) Foreign exchange contracts Operating expense (1) — (1) (1) |
Disaggregation of Revenue | Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Real Estate Franchise Services Company Owned Real Estate Brokerage Services Relocation Services Title & Settlement Services Corporate and Other Total Company 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 1,201 $ 1,246 $ — $ — $ — $ — $ — $ — $ 1,201 $ 1,246 Service revenue (b) — — 2 3 102 107 165 158 — — 269 268 Franchise fees (c) 186 189 — — — — — — (78) (80) 108 109 Other (d) 30 32 19 19 1 1 5 4 (4) (3) 51 53 Net revenues $ 216 $ 221 $ 1,222 $ 1,268 $ 103 $ 108 $ 170 $ 162 $ (82) $ (83) $ 1,629 $ 1,676 Nine Months Ended September 30, Real Estate Franchise Services Company Owned Real Estate Brokerage Services Relocation Services Title & Settlement Services Corporate and Other Total Company 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 3,310 $ 3,536 $ — $ — $ — $ — $ — $ — $ 3,310 $ 3,536 Service revenue (b) — — 7 7 273 289 430 432 — — 710 728 Franchise fees (c) 505 531 — — — — — — (215) (229) 290 302 Other (d) 108 103 52 50 3 3 14 12 (9) (9) 168 159 Net revenues $ 613 $ 634 $ 3,369 $ 3,593 $ 276 $ 292 $ 444 $ 444 $ (224) $ (238) $ 4,478 $ 4,725 ______________ (a) Consists primarily of revenues related to gross commission income at the Company Owned Real Estate Brokerage Services segment which is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. (c) Franchise fees at the Real Estate Franchise Services segment primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees, third-party listing fees and other miscellaneous revenues across all of the business segments. |
Deferred Revenue by Arrangement | The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2019 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2019 Real Estate Franchise Services: Deferred area development fees (a) $ 54 $ 1 $ (6) $ 49 Deferred brand marketing fund fees (b) 12 69 (72) 9 Other deferred income related to revenue contracts 12 24 (27) 9 Total Real Estate Franchise Services 78 94 (105) 67 Company Owned Real Estate Brokerage Services: Advanced commissions related to development business (c) 10 2 (2) 10 Other deferred income related to revenue contracts 4 5 (5) 4 Total Company Owned Real Estate Brokerage Services 14 7 (7) 14 Relocation Services: Deferred broker network fees (d) — 10 (6) 4 Deferred outsourcing fees (e) 4 44 (44) 4 Other deferred income related to revenue contracts 5 19 (20) 4 Total Relocation Services 9 73 (70) 12 Total $ 101 $ 174 $ (182) $ 93 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. (c) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. (d) Network fees are generally billed annually and recognized into revenue on a straight-line basis each month during the membership period. (e) Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The impact of the changes to the Condensed Consolidated Balance Sheets for the adoption of the new leasing standard were as follows: Balance Sheet accounts prior to the new leasing standard adoption adjustments Adjustments due to the adoption of the new leasing standard Balance Sheet accounts after the new leasing standard adoption adjustments ASSETS Current assets: Other current assets $ 153 $ (14) $ 139 Total current assets 768 (14) 754 Operating lease assets, net — 567 567 Other non-current assets 276 (1) 275 Total assets (a) $ 7,290 $ 552 $ 7,842 LIABILITIES AND EQUITY Current liabilities: Current portion of operating lease liabilities $ — $ 126 $ 126 Accrued expenses and other current liabilities 401 (12) 389 Total current liabilities 1,527 114 1,641 Long-term operating lease liabilities — 500 500 Other non-current liabilities 259 (62) 197 Total liabilities 4,975 552 5,527 Total equity 2,315 — 2,315 Total liabilities and equity $ 7,290 $ 552 $ 7,842 _______________ (a) The $552 million adjustment to Total assets due to the adoption of the new leasing standard consists of $414 million at the Company Owned Real Estate Brokerage Services segment, $52 million at the Corporate and Other segment, $46 million at the Title and Settlement Services segment and $40 million at the Relocation Services Segment. |
Leases Lessee Disclosure (Table
Leases Lessee Disclosure (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Supplemental Lease Balance Sheet Info [Table Text Block] | Supplemental balance sheet information related to the Company's leases was as follows: Lease Type Balance Sheet Classification September 30, 2019 Assets: Operating lease assets Operating lease assets, net $ 538 Finance lease assets (a) Property and equipment, net 38 Total lease assets, net $ 576 Liabilities: Current: Operating lease liabilities Current portion of operating lease liabilities $ 129 Finance lease liabilities Accrued expenses and other current liabilities 12 Non-current: Operating lease liabilities Long-term operating lease liabilities 471 Finance lease liabilities Other non-current liabilities 20 Total lease liabilities $ 632 Weighted Average Lease Term and Discount Rate Weighted average remaining lease term (years): Operating leases 5.7 Finance leases 3.2 Weighted average discount rate: Operating leases 5.2 % Finance leases 4.0 % _______________ (a) Finance lease assets are recorded net of accumulated amortization of $36 million . |
Lease Liability Maturity Table [Table Text Block] | As of September 30, 2019, maturities of lease liabilities by fiscal year were as follows: Maturity of Lease Liabilities Operating Leases Finance Leases Total Remaining 2019 $ 30 $ 3 $ 33 2020 162 12 174 2021 135 10 145 2022 109 6 115 2023 82 3 85 Thereafter 181 — 181 Total lease payments 699 34 733 Less: Interest 99 2 101 Present value of lease liabilities $ 600 $ 32 $ 632 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | As previously disclosed in our 2018 Annual Report on Form 10-K and under historical lease accounting guidance, future minimum lease payments for noncancelable operating leases as of December 31, 2018 were as follows: Year As of December 31, 2018 2019 $ 165 2020 144 2021 120 2022 95 2023 79 Thereafter 196 Total $ 799 |
Lease, Cost [Table Text Block] | Supplemental income statement information related to the Company's leases is as follows: Three Months Ended Nine Months Ended Lease Costs September 30, 2019 September 30, 2019 Operating lease costs $ 42 $ 125 Finance lease costs: Amortization of leased assets 3 10 Interest on lease liabilities — 1 Other lease costs (a) 9 22 Impairment loss 3 5 Less: Sublease income, gross 1 2 Net lease cost $ 56 $ 161 _______________ (a) Primarily consists of variable lease costs. |
Cash Flow, Supplemental Disclosures [Text Block] | Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, 2019 Supplemental cash flow information: Operating cash flows from operating leases $ 127 Operating cash flows from finance leases 1 Financing cash flows from finance leases 11 Supplemental non-cash information: Lease assets obtained in exchange for lease obligations: Operating leases $ 88 Finance leases 12 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 Company Relocation Title and Total Balance at December 31, 2018 $ 2,292 $ 906 $ 360 $ 154 $ 3,712 Goodwill acquired — — — — — Impairment loss — (180) — — (180) Balance at September 30, 2019 $ 2,292 $ 726 $ 360 $ 154 $ 3,532 Accumulated impairment losses (a) $ 1,023 $ 338 $ 281 $ 324 $ 1,966 _______________ (a) Includes impairment charges which reduced goodwill by $180 million, $1,279 million and $507 million during the third quarter of 2019, fourth quarter of 2008 and fourth quarter of 2007, respectively. |
Intangible Assets | Intangible assets are as follows: As of September 30, 2019 As of December 31, 2018 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,019 $ 843 $ 1,176 $ 2,019 $ 792 $ 1,227 Indefinite life—Trademarks (b) $ 749 $ 749 $ 749 $ 749 Other Intangibles Amortizable—License agreements (c) $ 45 $ 12 $ 33 $ 45 $ 11 $ 34 Amortizable—Customer relationships (d) 549 376 173 549 359 190 Indefinite life—Title plant shares (e) 19 19 18 18 Amortizable—Other (f) 30 23 7 33 21 12 Total Other Intangibles $ 643 $ 411 $ 232 $ 645 $ 391 $ 254 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily related to real estate franchise brands and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. (c) Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). (d) Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and 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) 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 Nine Months Ended 2019 2018 2019 2018 Franchise agreements $ 17 $ 17 $ 51 $ 51 License agreements 1 1 1 1 Customer relationships 5 5 17 17 Other 2 1 4 4 Total $ 25 $ 24 $ 73 $ 73 |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: September 30, 2019 December 31, 2018 Accrued payroll and related employee costs $ 107 $ 118 Accrued volume incentives 32 37 Accrued commissions 38 30 Restructuring accruals 11 15 Deferred income 53 59 Accrued interest 46 15 Current portion of finance/capital lease liabilities 12 12 Due to former parent 18 21 Other 95 94 Total accrued expenses and other current liabilities $ 412 $ 401 |
Short And Long-Term Debt (Table
Short And Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: September 30, 2019 December 31, 2018 Senior Secured Credit Facility: Revolving Credit Facility $ 265 $ 270 Term Loan B 1,047 1,053 Term Loan A Facility: Term Loan A 718 732 4.50% Senior Notes — 449 5.25% Senior Notes 548 547 4.875% Senior Notes 405 497 9.375% Senior Notes 542 — Total Short-Term & Long-Term Debt $ 3,525 $ 3,548 Securitization Obligations: Apple Ridge Funding LLC $ 216 $ 218 Cartus Financing Limited 12 13 Total Securitization Obligations $ 228 $ 231 |
Schedule of Debt | As of September 30, 2019, 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) February 2023 $ 265 $ * $ 265 Term Loan B (3) February 2025 1,061 14 1,047 Term Loan A Facility: Term Loan A (4) February 2023 722 4 718 Senior Notes 5.25% December 2021 550 2 548 Senior Notes 4.875% June 2023 407 2 405 Senior Notes 9.375% April 2027 550 8 542 Securitization obligations: (5) Apple Ridge Funding LLC (6) June 2020 216 * 216 Cartus Financing Limited (7) August 2020 12 * 12 Total (8) $ 3,783 $ 30 $ 3,753 _______________ * 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 September 30, 2019, the Company had $1,425 million of borrowing capacity under its Revolving Credit Facility. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility . On November 5, 2019, the Company had $255 million in outstanding borrowings under the Revolving Credit Facility and $27 million of outstanding letters of credit. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2019 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. (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) ABR plus 1.25% (with an ABR floor of 1.75%). (4) The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to 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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. (5) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (6) As of September 30, 2019, the Company had $250 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $34 million of available capacity. (7) Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2019, the Company had $18 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. In August 2019, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2020. (8) Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $56 million utilized at a weighted average rate of 3.33% at September 30, 2019. |
Schedule of Maturities of Long-term Debt | Year Amount Remaining 2019 (a) $ 273 2020 44 2021 612 2022 81 2023 981 _______________ (a) Remaining 2019 includes amortization payments totaling $5 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $265 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $304 million shown on the condensed consolidated balance sheet consists of four quarters of amortization payments totaling $28 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $265 million of revolver borrowings under the Revolving Credit 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 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% |
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 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% |
Restructuring Costs Restructu_2
Restructuring Costs Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The components of the restructuring charges for the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Personnel-related costs (1) $ 4 $ 3 $ 20 $ 20 Facility-related costs (2) 6 3 11 15 Internal use software impairment (3) — 3 — 10 Other restructuring costs (4) 1 — 1 — Total restructuring charges (5) $ 11 $ 9 $ 32 $ 45 _______________ (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, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. (3) Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's new leadership team. (4) 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. (5) The three and nine months ended September 30, 2019 include $10 million and $28 million, respectively, of expense related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, of expense related to prior restructuring progr ams. Restructuring charges for three and nine months ended September 30, 2018 relate to prior restructuring programs. |
Schedule of Restructuring Reserve by Type of Cost | The following is a reconciliation of the beginning and ending reserve balances related to the Facility and Operational Efficiencies Program: Personnel-related costs Facility-related costs (1) Other restructuring costs Total Balance at December 31, 2018 $ — $ — $ — $ — Restructuring charges 17 10 1 28 Costs paid or otherwise settled (14) (6) (1) (21) Balance at September 30, 2019 $ 3 $ 4 $ — $ 7 _______________ (1) In addition, the Company incurred an additional $5 million related to lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2019. |
Schedule of Expected Restructuring Costs by Cost Type | The following table shows the total costs currently expected to be incurred by type of cost related to the Facility and Operational Efficiencies Program: Total amount expected to be incurred Amount incurred Total amount remaining to be incurred Personnel-related costs $ 24 $ 17 $ 7 Facility-related costs (1) 41 10 31 Other restructuring costs 1 1 — Total $ 66 $ 28 $ 38 _______________ (1) Facility-related costs includes lease asset impairments expected to be incurred under the Facility and Operational Efficiencies Program. |
Schedule of Expected Restructuring Costs by Business Segment | The following table shows the total costs currently expected to be incurred by reportable segment related to the Facility and Operational Efficiencies Program: Total amount expected to be incurred Amount incurred through Total amount remaining to be incurred Real Estate Franchise Services $ 4 $ 1 $ 3 Company Owned Real Estate Brokerage Services 47 17 30 Relocation Services 5 5 — Title and Settlement Services 1 1 — Corporate and Other 9 4 5 Total $ 66 $ 28 $ 38 |
Equity Equity (Tables)
Equity Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Condensed Consolidated Statement of Changes in Equity for Realogy Holdings Three Months Ended September 30, 2019 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at June 30, 2019 114.3 $ 1 $ 4,837 $ (2,537) $ (51) $ 3 $ 2,253 Net (loss) income — — — (70) — 1 (69) Other comprehensive loss — — — — (1) — (1) Stock-based compensation — — 10 — — — 10 Dividends declared ($0.09 per share) — — (10) — — — (10) Balance at September 30, 2019 114.3 $ 1 $ 4,837 $ (2,607) $ (52) $ 4 $ 2,183 Three Months Ended September 30, 2018 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at June 30, 2018 124.6 $ 1 $ 5,073 $ (2,588) $ (47) $ 3 $ 2,442 Net income — — — 103 — 1 104 Repurchase of common stock (4.7) — (102) — — — (102) Stock-based compensation — — 10 — — — 10 Dividends declared ($0.09 per share) — — (11) — — — (11) Balance at September 30, 2018 119.9 $ 1 $ 4,970 $ (2,485) $ (47) $ 4 $ 2,443 Nine Months Ended September 30, 2019 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2018 114.6 $ 1 $ 4,869 $ (2,507) $ (52) $ 4 $ 2,315 Net (loss) income — — — (100) — 2 (98) Repurchase of common stock (1.2) — (20) — — — (20) Stock-based compensation — — 25 — — — 25 Issuance of shares for vesting of equity awards 1.3 — — — — — — Shares withheld for taxes on equity awards (0.4) — (6) — — — (6) Dividends declared ($0.27 per share) — — (31) — — (2) (33) Balance at September 30, 2019 114.3 $ 1 $ 4,837 $ (2,607) $ (52) $ 4 $ 2,183 Nine Months Ended September 30, 2018 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2017 131.6 $ 1 $ 5,285 $ (2,631) $ (37) $ 4 $ 2,622 Cumulative effect of adoption of new accounting pronouncements — — — (13) (9) — (22) Net income — — — 159 — 2 161 Other comprehensive loss — — — — (1) — (1) Repurchase of common stock (12.5) — (302) — — — (302) Stock-based compensation — — 31 — — — 31 Issuance of shares for vesting of equity awards 1.2 — — — — — — Shares withheld for taxes on equity awards (0.4) — (10) — — — (10) Dividends declared ($0.27 per share) — — (34) — — (2) (36) Balance at September 30, 2018 119.9 $ 1 $ 4,970 $ (2,485) $ (47) $ 4 $ 2,443 |
Earnings Per Share Schedule of
Earnings Per Share Schedule of Earnings Per Share, Basic and Diluted (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended (in millions, except per share data) 2019 2018 2019 2018 Net (loss) income attributable to Realogy Holdings stockholders $ (70) $ 103 $ (100) $ 159 Basic weighted average shares 114.3 122.7 114.2 126.5 Stock options, restricted stock units and performance share units (a)(b) — 0.9 — 1.1 Weighted average diluted shares 114.3 123.6 114.2 127.6 (Loss) Earnings Per Share: Basic $ (0.61) $ 0.84 $ (0.88) $ 1.26 Diluted $ (0.61) $ 0.83 $ (0.88) $ 1.25 _______________ (a) The Company was in a net loss position for the three and nine months ended September 30, 2019 and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. At September 30, 2019, the number of shares of common stock issuable for incentive equity awards, with performance awards based on the achievement of target amounts, was 10.8 million. (b) The three and nine months ended September 30, 2018, respectively, exclude 7.4 million and 7.2 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) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) (b) Three Months Ended Nine Months Ended 2019 2018 2019 2018 Real Estate Franchise Services $ 216 $ 221 $ 613 $ 634 Company Owned Real Estate Brokerage Services 1,222 1,268 3,369 3,593 Relocation Services 103 108 276 292 Title and Settlement Services 170 162 444 444 Corporate and Other (c) (82) (83) (224) (238) Total Company $ 1,629 $ 1,676 $ 4,478 $ 4,725 _______________ (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 $82 million and $224 million for the three and nine months ended September 30, 2019, respectively, and $83 million and $238 million for the three and nine months ended September 30, 2018, 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 $11 million and $29 million for the three and nine months ended September 30, 2019, respectively, and $10 million and $30 million for the three and nine months ended September 30, 2018, 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. |
Operating EBITDA | Operating EBITDA Three Months Ended September 30, Nine Months Ended 2019 2018 2019 2018 Real Estate Franchise Services $ 153 $ 161 $ 406 $ 439 Company Owned Real Estate Brokerage Services 31 43 16 59 Relocation Services 34 39 63 72 Title and Settlement Services 31 20 54 45 Corporate and Other (a) (26) (21) (75) (63) Less: Depreciation and amortization (b) 50 49 149 148 Interest expense, net 66 41 210 120 Income tax (benefit) expense (8) 40 (9) 73 Restructuring costs, net (c) 11 9 32 45 Impairments (d) 183 — 186 — Former parent legacy cost (e) 1 — 1 — (Gain) loss on the early extinguishment of debt (e) (10) — (5) 7 Net (loss) income attributable to Realogy Holdings and Realogy Group $ (70) $ 103 $ (100) $ 159 _______________ (a) Includes the elimination of transactions between segments. (b) Depreciation and amortization for the nine months ended September 30, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Condensed Consolidated Statement of Operations. (c) The three months ended September 30, 2019 includes restructuring charges of $1 million in the Real Estate Franchise Services segment, $8 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other. The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2019 includes restructuring charges of $1 million in Real Estate Franchise Services segment, $18 million in the Company Owned Real Estate Brokerage Services segment, $5 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $6 million in Corporate and Other. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $2 million in Corporate and Other. (d) Impairments for the three and nine months ended September 30, 2019 includes a goodwill impairment charge of $180 million at the Company Owned Real Estate Brokerage Services segment. In addition, other impairment charges, primarily related to lease asset impairments, of $3 million and $6 million were incurred for the three and nine months ended September 30, 2019, respectively. (e) Former parent legacy items and (gain) loss on the early extinguishment of debt is recorded in the Corporate and Other segment. |
Basis Of Presentation Financial
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Rollforward [Roll Forward] | ||
Fair value of contingent consideration at December 31, 2018 | $ 10 | |
Additions: contingent consideration related to acquisitions completed during the period | 0 | |
Reductions: payments of contingent consideration | (4) | |
Changes in fair value (reflected in general and administrative expenses) | (2) | |
Fair value of contingent consideration at September 30, 2019 | 4 | |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 2 | $ 2 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 2 | 2 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | 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 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | 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 |
Fair Value, Measurements, Recurring | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current assets) | 6 | |
Interest rate swaps (included in other non-current liabilities) | 60 | 16 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current assets) | 0 | |
Interest rate swaps (included in other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current assets) | 6 | |
Interest rate swaps (included in other non-current liabilities) | 60 | 16 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current assets) | 0 | |
Interest rate swaps (included in other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | ||
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 other non-current liabilities) | 4 | 10 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | 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 other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | 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 other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | 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 other non-current liabilities) | $ 4 | $ 10 |
Basis Of Presentation Financi_2
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | ||
Long-term debt principal amount | [1] | $ 3,783 | ||||
Securitization obligations outstanding | 228 | $ 231 | ||||
Secured Debt | Term Loan B | ||||||
Long-term debt principal amount | 1,061 | [2] | 1,069 | $ 1,080 | ||
Long-term debt fair value | [3] | 1,009 | 1,010 | |||
Secured Debt | Term Loan A | ||||||
Long-term debt principal amount | 722 | [4] | 736 | $ 750 | ||
Long-term debt fair value | [3] | 695 | 707 | |||
Senior Notes | 4.50% Senior Notes | ||||||
Long-term debt principal amount | 0 | $ 450 | 450 | |||
Long-term debt fair value | [3] | 0 | 447 | |||
Senior Notes | 5.25% Senior Notes | ||||||
Long-term debt principal amount | 550 | 550 | ||||
Long-term debt fair value | [3] | 547 | 524 | |||
Senior Notes | 4.875% Senior Notes | ||||||
Long-term debt principal amount | 407 | 500 | ||||
Long-term debt fair value | [3] | 377 | 434 | |||
Senior Notes | 9.375% Senior Notes | ||||||
Long-term debt principal amount | 550 | $ 550 | 0 | |||
Long-term debt fair value | [3] | 507 | 0 | |||
Line of Credit | Revolving Credit Facility | ||||||
Line of credit facility outstanding | 265 | [5],[6] | 270 | |||
Line of credit facility fair value | [3] | 265 | 270 | |||
Securitization obligations | ||||||
Securitization obligations outstanding | 228 | 231 | ||||
Securitization obligations fair value | [3] | $ 228 | $ 231 | |||
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $56 million utilized at a weighted average rate of 3.33% at September 30, 2019. | |||||
[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) ABR plus 1.25% (with an ABR floor of 1.75%). | |||||
[3] | The fair value of the Company's indebtedness is categorized as Level II. | |||||
[4] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to 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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. | |||||
[5] | As of September 30, 2019, the Company had $1,425 million of borrowing capacity under its Revolving Credit Facility. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility . On November 5, 2019, the Company had $255 million in outstanding borrowings under the Revolving Credit Facility and $27 million of outstanding letters of credit. | |||||
[6] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2019 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. |
Basis Of Presentation Equity Me
Basis Of Presentation Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of equity method investments | $ 66 | $ 66 | $ 51 | ||
Equity in (earnings) losses of unconsolidated entities | (7) | $ 1 | (15) | $ 3 | |
Dividends received from unconsolidated entities | 2 | 3 | |||
Payments to Acquire Equity Method Investments | 10 | 15 | |||
Guaranteed Rate Affinity | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of equity method investments | $ 57 | 57 | $ 43 | ||
Payments to Acquire Equity Method Investments | $ 2 | $ 4 |
Basis Of Presentation Income Ta
Basis Of Presentation Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ (8) | $ 40 | $ (9) | $ 73 |
Basis Of Presentation Derivativ
Basis Of Presentation Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Foreign Exchange Contract | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 33 | $ 33 | $ 27 | ||
Foreign Exchange Contract | Not Designated as Hedging Instrument | Operating expense | |||||
Derivative [Line Items] | |||||
Location of (Gain) or Loss Recognized for Derivative Instruments | 1 | $ 0 | 1 | $ 1 | |
Foreign Exchange Contract | Maximum | |||||
Derivative [Line Items] | |||||
Fair value of derivative instrument | 1 | 1 | 1 | ||
Interest Rate Swap | Not Designated as Hedging Instrument | Interest expense | |||||
Derivative [Line Items] | |||||
Location of (Gain) or Loss Recognized for Derivative Instruments | 12 | $ (7) | 50 | $ (19) | |
Interest Rate Swap | Not Designated as Hedging Instrument | Other non-current assets | |||||
Derivative [Line Items] | |||||
Interest rate swap contract - other non-current assets | 0 | 0 | 6 | ||
Interest Rate Swap | Not Designated as Hedging Instrument | Other current and non-current liabilities | |||||
Derivative [Line Items] | |||||
Interest rate swap contract - other current and non-current liabilities | 60 | 60 | $ 16 | ||
Interest Rate Swap | August 2015 | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | 600 | 600 | |||
Interest Rate Swap | November 2017 | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | 450 | 450 | |||
Interest Rate Swap | August 2020 | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | 400 | 400 | |||
Interest Rate Swap | November 2022 | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 150 | $ 150 |
Basis Of Presentation Restricte
Basis Of Presentation Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 12 | $ 13 |
Basis Of Presentation Revenue R
Basis Of Presentation Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [1],[2] | $ (1,629) | $ (1,676) | $ (4,478) | $ (4,725) |
Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [3] | (1,201) | (1,246) | (3,310) | (3,536) |
Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [4] | (269) | (268) | (710) | (728) |
Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [5] | (108) | (109) | (290) | (302) |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [6] | (51) | (53) | (168) | (159) |
Real Estate Franchise Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [1],[2] | (216) | (221) | (613) | (634) |
Real Estate Franchise Services | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [3] | 0 | 0 | 0 | 0 |
Real Estate Franchise Services | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [4] | 0 | 0 | 0 | 0 |
Real Estate Franchise Services | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [5] | (186) | (189) | (505) | (531) |
Real Estate Franchise Services | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [6] | (30) | (32) | (108) | (103) |
Company Owned Brokerage Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [1],[2] | (1,222) | (1,268) | (3,369) | (3,593) |
Company Owned Brokerage Services | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [3] | (1,201) | (1,246) | (3,310) | (3,536) |
Company Owned Brokerage Services | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [4] | (2) | (3) | (7) | (7) |
Company Owned Brokerage Services | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [5] | 0 | 0 | 0 | 0 |
Company Owned Brokerage Services | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [6] | (19) | (19) | (52) | (50) |
Relocation Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [1],[2] | (103) | (108) | (276) | (292) |
Relocation Services | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [3] | 0 | 0 | 0 | 0 |
Relocation Services | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [4] | (102) | (107) | (273) | (289) |
Relocation Services | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [5] | 0 | 0 | 0 | 0 |
Relocation Services | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [6] | (1) | (1) | (3) | (3) |
Title and Settlement Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [1],[2] | (170) | (162) | (444) | (444) |
Title and Settlement Services | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [3] | 0 | 0 | 0 | 0 |
Title and Settlement Services | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [4] | (165) | (158) | (430) | (432) |
Title and Settlement Services | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [5] | 0 | 0 | 0 | 0 |
Title and Settlement Services | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [6] | (5) | (4) | (14) | (12) |
Corporate and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [1],[2],[7] | (82) | (83) | (224) | (238) |
Corporate and Other | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [3] | 0 | 0 | 0 | 0 |
Corporate and Other | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [4] | 0 | 0 | 0 | 0 |
Corporate and Other | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [5] | 78 | 80 | 215 | 229 |
Corporate and Other | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenues | [6] | $ (4) | $ 3 | $ (9) | $ 9 |
Minimum | Company Owned Brokerage Services | |||||
Disaggregation of Revenue [Line Items] | |||||
New Development Period | 18 months | ||||
Maximum | Company Owned Brokerage Services | |||||
Disaggregation of Revenue [Line Items] | |||||
New Development Period | 24 months | ||||
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $11 million and $29 million for the three and nine months ended September 30, 2019, respectively, and $10 million and $30 million for the three and nine months ended September 30, 2018, 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 $82 million and $224 million for the three and nine months ended September 30, 2019, respectively, and $83 million and $238 million for the three and nine months ended September 30, 2018, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||
[3] | Consists primarily of revenues related to gross commission income at the Company Owned Real Estate Brokerage Services segment which is recognized at a point in time at the closing of a homesale transaction. | ||||
[4] | Service revenue primarily consists of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. | ||||
[5] | Franchise fees at the Real Estate Franchise Services segment primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). | ||||
[6] | Other revenue is comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees, third-party listing fees and other miscellaneous revenues across all of the business segments. | ||||
[7] | Includes the elimination of transactions between segments. |
Basis Of Presentation Revenue_2
Basis Of Presentation Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2019 | Jan. 01, 2019 | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | $ 93 | $ 101 | |
Deferred Revenue, Additions | 174 | ||
Deferred Revenue, Revenue Recognized | (182) | ||
Real Estate Franchise Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 67 | 78 | |
Deferred Revenue, Additions | 94 | ||
Deferred Revenue, Revenue Recognized | (105) | ||
Company Owned Brokerage Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 14 | 14 | |
Deferred Revenue, Additions | 7 | ||
Deferred Revenue, Revenue Recognized | (7) | ||
Relocation Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 12 | 9 | |
Deferred Revenue, Additions | 73 | ||
Deferred Revenue, Revenue Recognized | $ (70) | ||
Minimum | Company Owned Brokerage Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
New Development Period | 18 months | ||
Minimum | Relocation Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Average Length of a Move | 3 months | ||
Maximum | Company Owned Brokerage Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
New Development Period | 24 months | ||
Maximum | Relocation Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Average Length of a Move | 6 months | ||
International Franchise Rights [Member] | Real Estate Franchise Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||
Area Development Fees | Real Estate Franchise Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [1] | $ 49 | 54 |
Deferred Revenue, Additions | [1] | 1 | |
Deferred Revenue, Revenue Recognized | [1] | (6) | |
Brand Marketing Fees | Real Estate Franchise Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [2] | 9 | 12 |
Deferred Revenue, Additions | [2] | 69 | |
Deferred Revenue, Revenue Recognized | [2] | 72 | |
Deferred Income, Other | Real Estate Franchise Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 9 | 12 | |
Deferred Revenue, Additions | 24 | ||
Deferred Revenue, Revenue Recognized | 27 | ||
Deferred Income, Other | Company Owned Brokerage Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 4 | 4 | |
Deferred Revenue, Additions | 5 | ||
Deferred Revenue, Revenue Recognized | 5 | ||
Deferred Income, Other | Relocation Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 4 | 5 | |
Deferred Revenue, Additions | 19 | ||
Deferred Revenue, Revenue Recognized | 20 | ||
New Development Business | Company Owned Brokerage Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [3] | 10 | 10 |
Deferred Revenue, Additions | [3] | 2 | |
Deferred Revenue, Revenue Recognized | [3] | (2) | |
Broker Network Fees | Relocation Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [4] | 4 | 0 |
Deferred Revenue, Additions | [4] | 10 | |
Deferred Revenue, Revenue Recognized | [4] | (6) | |
Outsourcing Management Fees | Relocation Services | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [5] | 4 | $ 4 |
Deferred Revenue, Additions | [5] | 44 | |
Deferred Revenue, Revenue Recognized | [5] | $ (44) | |
[1] | The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. | ||
[2] | consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. | ||
[3] | New development closings generally have a development period of between 18 and 24 months from contracted date to closing. | ||
[4] | Network fees are generally billed annually and recognized into revenue on a straight-line basis each month during the membership period. | ||
[5] | Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. |
Leases Lessee Disclosure - Supp
Leases Lessee Disclosure - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Assets and Liabilities, Lessee [Abstract] | ||||
Operating lease assets, net | $ 538 | $ 567 | $ 0 | |
Property and equipment, net | [1] | 38 | ||
Total lease assets, net | 576 | |||
Current portion of operating lease liabilities | 129 | 126 | 0 | |
Current portion of finance/capital lease liabilities | 12 | 12 | ||
Long-term operating lease liabilities | 471 | $ 500 | $ 0 | |
Non-current portion of finance lease liabilities | 20 | |||
Total lease liabilities | $ 632 | |||
Operating leases, Weighted Average Remaining Lease Term | 5 years 8 months 12 days | |||
Finance leases, Weighted Average Remaining Lease Term | 3 years 2 months 12 days | |||
Operating leases, Weighted Average Discount Rate | 5.20% | |||
Finance leases, Weighted Average Discount Rate | 4.00% | |||
Finance lease assets, Amortization | $ 36 | |||
[1] | Finance lease assets are recorded net of accumulated amortization of $36 million . |
Leases Lessee Disclosure - Le_2
Leases Lessee Disclosure - Lease Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | ||
Lease Costs | |||
Operating lease costs | $ 42 | $ 125 | |
Amortization of leased assets | 3 | 10 | |
Interest on lease liabilities | 0 | 1 | |
Other lease costs (a) | [1] | 9 | 22 |
Impairment loss | 3 | 5 | |
Less: Sublease income, gross | 1 | 2 | |
Net lease cost | $ 56 | $ 161 | |
[1] | Primarily consists of variable lease costs. |
Leases Lessee Disclosure - Su_2
Leases Lessee Disclosure - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Supplemental Disclosure of Cash Flow Information | ||
Operating cash flows from operating leases | $ 127 | |
Operating cash flows from finance leases | 1 | |
Financing cash flows from finance leases | 11 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 88 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 12 | $ 11 |
Intangible Assets - Goodwill (D
Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2008 | Dec. 31, 2007 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Goodwill [Roll Forward] | |||||
Balance at December 31, 2018 | $ 3,712 | ||||
Goodwill acquired | 0 | ||||
Goodwill, Impairment Loss | 180 | ||||
Balance at September 30, 2019 | 3,532 | ||||
Accumulated Impairment Losses | [1] | $ 1,966 | |||
Goodwill, Impairment Loss | 180 | ||||
Real Estate Franchise Services | |||||
Goodwill [Roll Forward] | |||||
Balance at December 31, 2018 | 2,292 | ||||
Goodwill acquired | 0 | ||||
Goodwill, Impairment Loss | 0 | ||||
Balance at September 30, 2019 | 2,292 | ||||
Accumulated Impairment Losses | [1] | 1,023 | |||
Goodwill, Impairment Loss | 0 | ||||
Company Owned Brokerage Services | |||||
Goodwill [Roll Forward] | |||||
Balance at December 31, 2018 | 906 | ||||
Goodwill acquired | 0 | ||||
Goodwill, Impairment Loss | $ 1,279 | $ 507 | 180 | ||
Balance at September 30, 2019 | 726 | ||||
Accumulated Impairment Losses | [1] | 338 | |||
Goodwill, Impairment Loss | $ 1,279 | $ 507 | 180 | ||
Relocation Services | |||||
Goodwill [Roll Forward] | |||||
Balance at December 31, 2018 | 360 | ||||
Goodwill acquired | 0 | ||||
Goodwill, Impairment Loss | 0 | ||||
Balance at September 30, 2019 | 360 | ||||
Accumulated Impairment Losses | [1] | 281 | |||
Goodwill, Impairment Loss | 0 | ||||
Title and Settlement Services | |||||
Goodwill [Roll Forward] | |||||
Balance at December 31, 2018 | 154 | ||||
Goodwill acquired | 0 | ||||
Goodwill, Impairment Loss | 0 | ||||
Balance at September 30, 2019 | 154 | ||||
Accumulated Impairment Losses | [1] | $ 324 | |||
Goodwill, Impairment Loss | $ 0 | ||||
[1] | Includes impairment charges which reduced goodwill by $180 million, $1,279 million and $507 million during the third quarter of 2019, fourth quarter of 2008 and fourth quarter of 2007, respectively. |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Carrying amount of total other intangibles | $ 643 | $ 645 | |
Accumulated Amortization | 411 | 391 | |
Net carrying amount of finite-lived and indefinite-lived intangible assets | 232 | 254 | |
Indefinite life—Trademarks (b) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [1] | 749 | 749 |
Indefinite life—Title plant shares (e) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [2] | 19 | 18 |
Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [3] | 2,019 | 2,019 |
Accumulated Amortization | [3] | 843 | 792 |
Net carrying amount of finite-lived intangible assets | [3] | 1,176 | 1,227 |
Amortizable—License agreements (c) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [4] | 45 | 45 |
Accumulated Amortization | [4] | 12 | 11 |
Net carrying amount of finite-lived intangible assets | [4] | $ 33 | 34 |
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 | [5] | $ 549 | 549 |
Accumulated Amortization | [5] | 376 | 359 |
Net carrying amount of finite-lived intangible assets | [5] | 173 | 190 |
Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [6] | 30 | 33 |
Accumulated Amortization | [6] | 23 | 21 |
Net carrying amount of finite-lived intangible assets | [6] | $ 7 | $ 12 |
Real Estate Franchise Services | Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 30 years | ||
Minimum | Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 2 years | ||
Minimum | Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
Maximum | Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
Maximum | Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
[1] | Primarily related to real estate franchise brands and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. | ||
[2] | Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. | ||
[3] | Generally amortized over a period of 30 years. | ||
[4] | Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | ||
[5] | Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and our Company Owned Real Estate Brokerage Services segment. These relationships are being amortized over a period of 2 to 20 years. | ||
[6] | 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 Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)Years | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Years | Sep. 30, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 25 | $ 24 | $ 73 | $ 73 |
The number of succeeding years for which amortization expense is disclosed | Years | 4 | 4 | ||
Amortization expense for the remainder of 2019 | $ 24 | $ 24 | ||
Amortization expense for Year Two | 95 | 95 | ||
Amortization expense for Year Three | 93 | 93 | ||
Amortization expense for Year Four | 92 | 92 | ||
Amortization expense for Year Five | 91 | 91 | ||
Amortization expense Thereafter | 994 | 994 | ||
Amortizable—Franchise agreements (a) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 17 | 17 | 51 | 51 |
Amortizable—License agreements (c) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 1 | 1 | 1 | 1 |
Amortizable—Customer relationships (d) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 5 | 5 | 17 | 17 |
Amortizable—Other (f) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 2 | $ 1 | $ 4 | $ 4 |
Accrued Expenses And Other Cu_3
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accrued payroll and related employee costs | $ 107 | $ 118 | |
Accrued volume incentives | 32 | 37 | |
Accrued commissions | 38 | 30 | |
Restructuring accruals | 11 | 15 | |
Deferred income | 53 | 59 | |
Accrued interest | 46 | 15 | |
Current portion of finance/capital lease liabilities | 12 | 12 | |
Due to former parent | 18 | 21 | |
Other | 95 | 94 | |
Total accrued expenses and other current liabilities | $ 412 | $ 389 | $ 401 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | [1] | $ 3,753 | ||
Total Short-Term & Long-Term Debt | 3,525 | $ 3,548 | ||
Securitization obligations | 228 | 231 | ||
Secured Debt | Term Loan B | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 1,047 | [2] | 1,053 | |
Secured Debt | Term Loan A | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 718 | [3] | 732 | |
Senior Notes | 4.50% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 0 | 449 | ||
Senior Notes | 5.25% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 548 | 547 | ||
Senior Notes | 4.875% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 405 | 497 | ||
Senior Notes | 9.375% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 542 | 0 | ||
Line of Credit | Revolving Credit Facility | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Line of credit facility outstanding | 265 | [4],[5] | 270 | |
Securitization obligations | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 228 | 231 | ||
Securitization obligations | Apple Ridge Funding LLC | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 216 | [6],[7] | 218 | |
Securitization obligations | Cartus Financing Limited | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | $ 12 | [7],[8] | $ 13 | |
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $56 million utilized at a weighted average rate of 3.33% at September 30, 2019. | |||
[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) ABR plus 1.25% (with an ABR floor of 1.75%). | |||
[3] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to 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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. | |||
[4] | As of September 30, 2019, the Company had $1,425 million of borrowing capacity under its Revolving Credit Facility. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility . On November 5, 2019, the Company had $255 million in outstanding borrowings under the Revolving Credit Facility and $27 million of outstanding letters of credit. | |||
[5] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2019 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. | |||
[6] | As of September 30, 2019, the Company had $250 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $34 million of available capacity. | |||
[7] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||
[8] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2019, the Company had $18 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. In August 2019, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2020. |
Short And Long-Term Debt Indebt
Short And Long-Term Debt Indebtedness Table (Details) £ in Millions, $ in Millions | 9 Months Ended | ||||||||
Sep. 30, 2019USD ($) | Nov. 05, 2019USD ($) | Sep. 30, 2019GBP (£) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Feb. 28, 2018USD ($) | Jan. 31, 2017USD ($) | |||
Principal Amount | |||||||||
Long-term debt principal amount | [1] | $ 3,783 | |||||||
Securitization obligations outstanding | 228 | $ 231 | |||||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [1] | 30 | |||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | [1] | 3,753 | |||||||
Securitization obligations outstanding | 228 | 231 | |||||||
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 | 3.33% | 3.33% | |||||||
Letter of Credit, borrowing capacity | $ 66 | 66 | |||||||
Outstanding letters of credit | 56 | 63 | |||||||
Secured Debt | Term Loan B | |||||||||
Principal Amount | |||||||||
Long-term debt principal amount | 1,061 | [2] | 1,069 | $ 1,080 | |||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [2] | 14 | |||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 1,047 | [2] | 1,053 | ||||||
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 | $ 722 | [3] | 736 | 750 | |||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [3] | 4 | |||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 718 | [3] | 732 | ||||||
Secured Debt | 2018 | Term Loan A | |||||||||
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 | 2.50% | 2.50% | |||||||
Secured Debt | 2020 | Term Loan A | |||||||||
Net Amount | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | 5.00% | |||||||
Secured Debt | 2021 | Term Loan A | |||||||||
Net Amount | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | 7.50% | |||||||
Secured Debt | 2022 | Term Loan A | |||||||||
Net Amount | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | 10.00% | |||||||
Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Term Loan A | LIBOR | |||||||||
Net Amount | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||
Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Term Loan A | ABR | |||||||||
Net Amount | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||
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 | 2 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 548 | 547 | |||||||
Interest Rate | 5.25% | 5.25% | |||||||
Senior Notes | 4.875% Senior Notes | |||||||||
Principal Amount | |||||||||
Long-term debt principal amount | $ 407 | 500 | |||||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 2 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 405 | 497 | |||||||
Interest Rate | 4.875% | 4.875% | |||||||
Senior Notes | 9.375% Senior Notes | |||||||||
Principal Amount | |||||||||
Long-term debt principal amount | $ 550 | $ 550 | 0 | ||||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 8 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 542 | 0 | |||||||
Interest Rate | 9.375% | 9.375% | |||||||
Line of Credit | Revolving Credit Facility | |||||||||
Principal Amount | |||||||||
Line of credit facility outstanding | $ 265 | [4],[5] | 270 | ||||||
Net Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | 265 | [4],[5] | 270 | ||||||
Total capacity, short-term debt, line of credit facility | $ 1,425 | [4],[5] | $ 1,400 | $ 1,050 | |||||
Line of Credit | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Revolving Credit Facility | LIBOR | |||||||||
Net Amount | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||
Line of Credit | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Revolving Credit Facility | ABR | |||||||||
Net Amount | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||
Securitization obligations | |||||||||
Principal Amount | |||||||||
Securitization obligations outstanding | $ 228 | 231 | |||||||
Net Amount | |||||||||
Securitization obligations outstanding | 228 | 231 | |||||||
Securitization obligations | Apple Ridge Funding LLC | |||||||||
Principal Amount | |||||||||
Securitization obligations outstanding | 216 | [6],[7] | 218 | ||||||
Net Amount | |||||||||
Securitization obligations outstanding | 216 | [6],[7] | 218 | ||||||
Total capacity, securitization obligations | [3],[7] | 250 | |||||||
Debt Instrument, Unused Borrowing Capacity, Amount | 34 | ||||||||
Securitization obligations | Cartus Financing Limited | |||||||||
Principal Amount | |||||||||
Securitization obligations outstanding | 12 | [7],[8] | 13 | ||||||
Net Amount | |||||||||
Securitization obligations outstanding | 12 | [7],[8] | $ 13 | ||||||
Total capacity, securitization obligations | [3],[7] | 18 | |||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 6 | ||||||||
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 | Line of Credit | Revolving Credit Facility | |||||||||
Principal Amount | |||||||||
Line of credit facility outstanding | [4],[5] | $ 255 | |||||||
Net Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | [4],[5] | 255 | |||||||
Subsequent Event | Letter of Credit | Revolving Credit Facility | |||||||||
Principal Amount | |||||||||
Line of credit facility outstanding | 27 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | $ 27 | ||||||||
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $56 million utilized at a weighted average rate of 3.33% at September 30, 2019. | ||||||||
[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) ABR plus 1.25% (with an ABR floor of 1.75%). | ||||||||
[3] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to 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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. | ||||||||
[4] | As of September 30, 2019, the Company had $1,425 million of borrowing capacity under its Revolving Credit Facility. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility . On November 5, 2019, the Company had $255 million in outstanding borrowings under the Revolving Credit Facility and $27 million of outstanding letters of credit. | ||||||||
[5] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2019 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. | ||||||||
[6] | As of September 30, 2019, the Company had $250 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $34 million of available capacity. | ||||||||
[7] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||
[8] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2019, the Company had $18 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. In August 2019, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2020. |
Short And Long-Term Debt Maturi
Short And Long-Term Debt Maturities Table (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2018 | |||
Maturities of Long-term Debt | ||||||
Remaining 2019 (a) | [1] | $ 273 | ||||
2020 | 44 | |||||
2021 | 612 | |||||
2022 | 81 | |||||
2023 | $ 981 | |||||
Long-term Debt Maturities, Years Presented | 4 years | |||||
Current portion of long-term debt | $ 304 | $ 748 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Maturities of Long-term Debt | ||||||
Letter of Credit | $ 265 | [2],[3] | $ 270 | |||
Scenario, Forecast | Secured Debt | Term Loan A | ||||||
Maturities of Long-term Debt | ||||||
Debt Instrument, Periodic Payment, Principal | $ 5 | $ 28 | ||||
Scenario, Forecast | Secured Debt | Term Loan B | ||||||
Maturities of Long-term Debt | ||||||
Debt Instrument, Periodic Payment, Principal | $ 3 | $ 11 | ||||
[1] | Remaining 2019 includes amortization payments totaling $5 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $265 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $304 million shown on the condensed consolidated balance sheet consists of four quarters of amortization payments totaling $28 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $265 million of revolver borrowings under the Revolving Credit Facility. | |||||
[2] | As of September 30, 2019, the Company had $1,425 million of borrowing capacity under its Revolving Credit Facility. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility . On November 5, 2019, the Company had $255 million in outstanding borrowings under the Revolving Credit Facility and $27 million of outstanding letters of credit. | |||||
[3] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2019 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. |
Short And Long-Term Debt Senior
Short And Long-Term Debt Senior Secured Credit Facility (Details) - USD ($) $ in Millions | 9 Months Ended | |||||||
Sep. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2017 | Jul. 31, 2016 | Mar. 05, 2013 | |||
Debt Instrument [Line Items] | ||||||||
Repurchased amount of debt | $ 93 | |||||||
Long-term debt principal amount | [1] | 3,783 | ||||||
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 | 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 | $ 1,425 | [2],[3] | $ 1,400 | $ 1,050 | ||||
Line of Credit Facility, Increase (Decrease), Net | [2],[3] | $ 25 | ||||||
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 but greater than or equal to 2.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than 2.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
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 but greater than or equal to 2.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||
Line of Credit | Revolving Credit Facility | ABR | Less than 2.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||
Secured Debt | Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchased amount of debt | $ 1,100 | |||||||
Long-term debt principal amount | $ 1,061 | [4] | $ 1,069 | $ 1,080 | ||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | |||||||
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $56 million utilized at a weighted average rate of 3.33% at September 30, 2019. | |||||||
[2] | As of September 30, 2019, the Company had $1,425 million of borrowing capacity under its Revolving Credit Facility. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility . On November 5, 2019, the Company had $255 million in outstanding borrowings under the Revolving Credit Facility and $27 million of outstanding letters of credit. | |||||||
[3] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2019 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. | |||||||
[4] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). |
Short And Long-Term Debt Term L
Short And Long-Term Debt Term Loan A Facility (Details) - USD ($) $ in Millions | 9 Months Ended | |||||||
Sep. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | Jul. 20, 2016 | Oct. 23, 2015 | Mar. 05, 2013 | |||
Debt Instrument [Line Items] | ||||||||
Repurchased amount of debt | $ 93 | |||||||
Long-term debt principal amount | [1] | $ 3,783 | ||||||
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 | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchased amount of debt | $ 435 | |||||||
Long-term debt principal amount | $ 722 | [2] | $ 736 | $ 750 | ||||
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 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 | 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 | 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 | 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 | Secured Debt | 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | |||||||
Term Loan A | Secured Debt | 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | |||||||
Term Loan A | Secured Debt | 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | |||||||
Term Loan A | Secured Debt | 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | |||||||
Term Loan A | Secured Debt | 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | |||||||
Term Loan A-1 | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchased amount of debt | $ 355 | |||||||
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 is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $56 million utilized at a weighted average rate of 3.33% at September 30, 2019. | |||||||
[2] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. |
Short And Long-Term Debt Unsecu
Short And Long-Term Debt Unsecured Notes (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019USD ($)Rate | Mar. 31, 2019USD ($)Rate | Sep. 30, 2019USD ($)Rate | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | ||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | [1] | $ 3,783,000,000 | $ 3,783,000,000 | |||
Repurchased amount of debt | $ 93,000,000 | $ 93,000,000 | ||||
Amount that the cumulative credit basket for restricted payments was reset to on January 1, 2019 | $ 0 | |||||
Cumulative Credit Basket increase as a % of Consolidated Net Income when the consolidated leverage ratio is equal to or greater than 4.0 to 1.0 | Rate | 25.00% | 25.00% | ||||
Consolidated Leverage Ratio - Consolidated Net Income Build - Numerator | 4 | 4 | ||||
Consolidated Leverage Ratio - Consolidated Net Income Build - Denominator | 1 | 1 | ||||
Cumulative Credit Basket increase as a % of Consolidated Net Income when the consolidated leverage ratio is less than 4.0 to 1.0 | Rate | 50.00% | 50.00% | ||||
Percent of the deficit by which the cumulative credit basket is reduced when consolidated net income is in a deficit position | Rate | 1 | |||||
General restricted payment basket may be used only for restricted investments (as defined in the indenture to the 9.375% notes) | $ 100,000,000 | $ 100,000,000 | ||||
Consolidated Leverage Ratio - Unlimited General Restricted Payment Basket - Numerator | 3 | 3 | ||||
Consolidated Leverage Ratio - Unlimited Restricted Payment Basket - Denominator | 1 | 1 | ||||
Max amount of shares repurchased and dividends declared per year under the 9.375 Credit Agreement | $ 45,000,000 | $ 45,000,000 | ||||
Net Debt Seasonality Adjustment | 200,000,000 | 200,000,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Lines of Credit | 83,000,000 | $ 540,000,000 | ||||
Senior Notes | 4.50% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 0 | $ 450,000,000 | 0 | $ 450,000,000 | ||
Interest Rate | Rate | 4.50% | |||||
Senior Notes | 9.375% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 550,000,000 | $ 550,000,000 | $ 550,000,000 | 0 | ||
Interest Rate | 9.375% | 9.375% | ||||
Senior Notes | 5.25% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 550,000,000 | $ 550,000,000 | 550,000,000 | |||
Interest Rate | 5.25% | 5.25% | ||||
Senior Notes | 4.875% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 407,000,000 | $ 407,000,000 | $ 500,000,000 | |||
Interest Rate | 4.875% | 4.875% | ||||
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $56 million utilized at a weighted average rate of 3.33% at September 30, 2019. |
Short And Long-Term Debt Other
Short And Long-Term Debt Other Debt Facilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
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 | 66 | $ 66 |
Outstanding letters of credit | $ 56 | $ 63 |
Short And Long-Term Debt Securi
Short And Long-Term Debt Securitization Obligations (Details) £ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019GBP (£) | Dec. 31, 2018USD ($) | ||||
Debt Instrument [Line Items] | |||||||||
Securitization obligations | $ 228 | $ 228 | $ 231 | ||||||
Securitization obligations | |||||||||
Debt Instrument [Line Items] | |||||||||
Securitization obligations | 228 | 228 | 231 | ||||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | 271 | 271 | 238 | ||||||
Interest expense, debt | $ 2 | $ 2 | $ 6 | $ 6 | |||||
Weighted average interest rate, securitization obligations | 4.30% | 3.70% | 4.30% | 3.70% | 4.30% | ||||
Securitization obligations | Apple Ridge Funding LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | [1],[2] | $ 250 | $ 250 | ||||||
Securitization obligations | 216 | [1],[3] | 216 | [1],[3] | 218 | ||||
Securitization obligations | Cartus Financing Limited | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | [1],[2] | 18 | 18 | ||||||
Securitization obligations | $ 12 | [1],[4] | $ 12 | [1],[4] | $ 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] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||
[2] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to 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's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2019. | ||||||||
[3] | As of September 30, 2019, the Company had $250 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $34 million of available capacity. | ||||||||
[4] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2019, the Company had $18 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. In August 2019, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2020. |
Short And Long-Term Debt Loss o
Short And Long-Term Debt Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | [1] | Mar. 31, 2019 | Sep. 30, 2018 | [1] | Sep. 30, 2019 | [1] | Sep. 30, 2018 | ||
Debt Disclosure [Abstract] | |||||||||
(Gain) loss on the early extinguishment of debt | $ (10) | $ 5 | $ 0 | $ (5) | $ 7 | [1] | |||
Write off of Deferred Debt Issuance Cost | $ 2 | ||||||||
[1] | Former parent legacy items and (gain) loss on the early extinguishment of debt is recorded in the Corporate and Other segment. |
Restructuring Costs Restructu_3
Restructuring Costs Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | [1],[2] | $ 11 | $ 9 | $ 32 | $ 45 |
Personnel Related | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | [3] | 4 | 3 | 20 | 20 |
Facility Related | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | [4] | 6 | 3 | 11 | 15 |
Internal Use Software Impairment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | [5] | 0 | $ 3 | 0 | $ 10 |
Operational Efficiencies Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | $ 10 | 28 | |||
Operational Efficiencies Program | Personnel Related | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | 17 | ||||
Operational Efficiencies Program | Facility Related | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | [6] | 10 | |||
Leadership Realignment | Personnel Related | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs, net | $ 3 | ||||
[1] | The three and nine months ended September 30, 2019 include $10 million and $28 million, respectively, of expense related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, of expense related to prior restructuring progr ams. Restructuring charges for three and nine months ended September 30, 2018 relate to prior restructuring programs. | ||||
[2] | The three months ended September 30, 2019 includes restructuring charges of $1 million in the Real Estate Franchise Services segment, $8 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other. The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2019 includes restructuring charges of $1 million in Real Estate Franchise Services segment, $18 million in the Company Owned Real Estate Brokerage Services segment, $5 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $6 million in Corporate and Other. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $2 million in Corporate and Other. | ||||
[3] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. | ||||
[4] | Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. | ||||
[5] | Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's new leadership team. (4) 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. | ||||
[6] | In addition, the Company incurred an additional $5 million related to lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2019. |
Restructuring Costs Facility an
Restructuring Costs Facility and Operational Efficiencies Program (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs, net | [1],[2] | $ 11 | $ 9 | $ 32 | $ 45 |
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Impairment loss | 3 | 5 | |||
Real Estate Franchise Services | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs, net | 1 | 1 | 1 | 3 | |
Company Owned Brokerage Services | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs, net | 8 | 8 | 18 | 29 | |
Relocation Services | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs, net | 1 | 5 | 9 | ||
Title and Settlement Services | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs, net | 2 | 2 | |||
Corporate and Other | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs, net | 1 | 6 | 2 | ||
Personnel Related | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs, net | [3] | 4 | 3 | 20 | 20 |
Facility Related | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring costs, net | [4] | 6 | $ 3 | 11 | $ 15 |
Operational Efficiencies Program | |||||
Restructuring Reserve [Roll Forward] | |||||
Balance at December 31, 2018 | 0 | ||||
Restructuring costs, net | 10 | 28 | |||
Costs paid or otherwise settled | (21) | ||||
Balance at September 30, 2019 | 7 | 7 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Restructuring and Related Cost, Expected Cost | 66 | 66 | |||
Restructuring and Related Cost, Cost Incurred to Date | 28 | 28 | |||
Restructuring and Related Cost, Expected Cost Remaining | 38 | 38 | |||
Operational Efficiencies Program | Real Estate Franchise Services | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Restructuring and Related Cost, Expected Cost | 4 | 4 | |||
Restructuring and Related Cost, Cost Incurred to Date | 1 | 1 | |||
Restructuring and Related Cost, Expected Cost Remaining | 3 | 3 | |||
Operational Efficiencies Program | Company Owned Brokerage Services | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Restructuring and Related Cost, Expected Cost | 47 | 47 | |||
Restructuring and Related Cost, Cost Incurred to Date | 17 | 17 | |||
Restructuring and Related Cost, Expected Cost Remaining | 30 | 30 | |||
Operational Efficiencies Program | Relocation Services | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Restructuring and Related Cost, Expected Cost | 5 | 5 | |||
Restructuring and Related Cost, Cost Incurred to Date | 5 | 5 | |||
Restructuring and Related Cost, Expected Cost Remaining | 0 | 0 | |||
Operational Efficiencies Program | Title and Settlement Services | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Restructuring and Related Cost, Expected Cost | 1 | 1 | |||
Restructuring and Related Cost, Cost Incurred to Date | 1 | 1 | |||
Restructuring and Related Cost, Expected Cost Remaining | 0 | 0 | |||
Operational Efficiencies Program | Corporate and Other | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Restructuring and Related Cost, Expected Cost | 9 | 9 | |||
Restructuring and Related Cost, Cost Incurred to Date | 4 | 4 | |||
Restructuring and Related Cost, Expected Cost Remaining | 5 | 5 | |||
Operational Efficiencies Program | Personnel Related | |||||
Restructuring Reserve [Roll Forward] | |||||
Balance at December 31, 2018 | 0 | ||||
Restructuring costs, net | 17 | ||||
Costs paid or otherwise settled | (14) | ||||
Balance at September 30, 2019 | 3 | 3 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Restructuring and Related Cost, Expected Cost | 24 | 24 | |||
Restructuring and Related Cost, Cost Incurred to Date | 17 | 17 | |||
Restructuring and Related Cost, Expected Cost Remaining | 7 | 7 | |||
Operational Efficiencies Program | Facility Related | |||||
Restructuring Reserve [Roll Forward] | |||||
Balance at December 31, 2018 | [5] | 0 | |||
Restructuring costs, net | [5] | 10 | |||
Costs paid or otherwise settled | [5] | (6) | |||
Balance at September 30, 2019 | [5] | 4 | 4 | ||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||
Restructuring and Related Cost, Expected Cost | [6] | 41 | 41 | ||
Restructuring and Related Cost, Cost Incurred to Date | [6] | 10 | 10 | ||
Restructuring and Related Cost, Expected Cost Remaining | [6] | $ 31 | $ 31 | ||
[1] | The three and nine months ended September 30, 2019 include $10 million and $28 million, respectively, of expense related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, of expense related to prior restructuring progr ams. Restructuring charges for three and nine months ended September 30, 2018 relate to prior restructuring programs. | ||||
[2] | The three months ended September 30, 2019 includes restructuring charges of $1 million in the Real Estate Franchise Services segment, $8 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other. The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2019 includes restructuring charges of $1 million in Real Estate Franchise Services segment, $18 million in the Company Owned Real Estate Brokerage Services segment, $5 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $6 million in Corporate and Other. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $2 million in Corporate and Other. | ||||
[3] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. | ||||
[4] | Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. | ||||
[5] | In addition, the Company incurred an additional $5 million related to lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2019. | ||||
[6] | Facility-related costs includes lease asset impairments expected to be incurred under the Facility and Operational Efficiencies Program. |
Restructuring Costs Leadership
Restructuring Costs Leadership Realignment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | ||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [1],[2] | $ 11 | $ 9 | $ 32 | $ 45 | |
Leadership Realignment | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | $ 20 | |||||
Costs paid or otherwise settled | (11) | |||||
Restructuring Reserve, Period Increase (Decrease) | 4 | |||||
Restructuring and Related Cost, Expected Cost Remaining | 8 | 8 | ||||
Personnel Related | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [3] | $ 4 | $ 3 | 20 | $ 20 | |
Personnel Related | Leadership Realignment | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | $ 3 | |||||
[1] | The three and nine months ended September 30, 2019 include $10 million and $28 million, respectively, of expense related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, of expense related to prior restructuring progr ams. Restructuring charges for three and nine months ended September 30, 2018 relate to prior restructuring programs. | |||||
[2] | The three months ended September 30, 2019 includes restructuring charges of $1 million in the Real Estate Franchise Services segment, $8 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other. The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2019 includes restructuring charges of $1 million in Real Estate Franchise Services segment, $18 million in the Company Owned Real Estate Brokerage Services segment, $5 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $6 million in Corporate and Other. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $2 million in Corporate and Other. | |||||
[3] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. |
Equity Equity (Details)
Equity Equity (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 43 Months Ended | ||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Jan. 01, 2018 | |
Statement of Equity Table [Line Items] | |||||||
Beginning Balance | 114,620,499 | 114,620,499 | |||||
Repurchase of common stock | (1,200,000) | (35,500,000) | |||||
Ending Balance | 114,335,466 | 114,335,466 | 114,335,466 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | $ 2,253 | $ 2,315 | $ 2,442 | $ 2,315 | $ 2,622 | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ (22) | ||||||
Net (loss) income | (69) | 104 | (98) | 161 | |||
Other comprehensive income (loss) | (1) | 0 | 0 | (1) | |||
Repurchase of common stock | $ (20) | (102) | (20) | (302) | $ (896) | ||
Stock-based compensation | 10 | 10 | 25 | 31 | |||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 0 | 0 | |||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 6 | 10 | |||||
Dividends declared, APIC | (10) | (11) | (31) | (34) | |||
Dividends declared | (10) | (11) | (33) | (36) | |||
Ending Balance | $ 2,183 | $ 2,443 | $ 2,183 | $ 2,443 | $ 2,183 | ||
Common Stock | |||||||
Statement of Equity Table [Line Items] | |||||||
Beginning Balance | 114,300,000 | 114,600,000 | 124.6 | 114,600,000 | 131.6 | ||
Repurchase of common stock | (4.7) | (1,200,000) | (12.5) | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 1,300,000 | 1.2 | |||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligations | (400,000) | (0.4) | |||||
Ending Balance | 114,300,000 | 119.9 | 114,300,000 | 119.9 | 114,300,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||
Repurchase of common stock | 0 | 0 | 0 | ||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 0 | 0 | |||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 0 | 0 | |||||
Ending Balance | 1 | 1 | 1 | 1 | $ 1 | ||
Additional Paid-In Capital | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | 4,837 | 4,869 | 5,073 | 4,869 | 5,285 | ||
Repurchase of common stock | (102) | (20) | (302) | ||||
Stock-based compensation | 10 | 10 | 25 | 31 | |||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 6 | 10 | |||||
Ending Balance | 4,837 | 4,970 | 4,837 | 4,970 | 4,837 | ||
Accumulated Deficit | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | (2,537) | (2,507) | (2,588) | (2,507) | (2,631) | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | (13) | ||||||
Net (loss) income | (70) | 103 | (100) | 159 | |||
Ending Balance | (2,607) | (2,485) | (2,607) | (2,485) | (2,607) | ||
Accumulated Other Comprehensive Loss | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | (51) | (52) | (47) | (52) | (37) | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ (9) | ||||||
Other comprehensive income (loss) | (1) | (1) | |||||
Ending Balance | (52) | (47) | (52) | (47) | (52) | ||
Non- controlling Interests | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | 3 | $ 4 | 3 | 4 | 4 | ||
Net (loss) income | 1 | 1 | 2 | 2 | |||
Dividends declared, Noncontrolling Interest | 0 | 0 | (2) | 2 | |||
Ending Balance | $ 4 | $ 4 | $ 4 | $ 4 | $ 4 |
Equity Stock-Based Compensation
Equity Stock-Based Compensation (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Employee Stock Option | |
Options Granted in Period | shares | 0.9 |
Options Granted in Period, Weighted Average Exercise Price | $ / shares | $ 13.45 |
Restricted Stock Units (RSUs) | |
Non Options Granted in Period | shares | 2.5 |
Non Options Granted in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 13.53 |
Performance Shares | |
Non Options Granted in Period | shares | 1.2 |
Non Options Granted in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 11.08 |
Earnings Per Share Earning Per
Earnings Per Share Earning Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Earnings Per Share [Abstract] | |||||
Net (loss) income attributable to Realogy Holdings and Realogy Group | $ (70) | $ 103 | $ (100) | $ 159 | |
Basic | 114.3 | 122.7 | 114.2 | 126.5 | |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | [1],[2] | 0 | 0.9 | 0 | 1.1 |
Diluted | 114.3 | 123.6 | 114.2 | 127.6 | |
Basic (loss) earnings per share | $ (0.61) | $ 0.84 | $ (0.88) | $ 1.26 | |
Diluted (loss) earnings per share | $ (0.61) | $ 0.83 | $ (0.88) | $ 1.25 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10.8 | 7.4 | 10.8 | 7.2 | |
[1] | The Company was in a net loss position for the three and nine months ended September 30, 2019 and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. At September 30, 2019, the number of shares of common stock issuable for incentive equity awards, with performance awards based on the achievement of target amounts, was 10.8 million. | ||||
[2] | The three and nine months ended September 30, 2018, respectively, exclude 7.4 million and 7.2 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. |
Commitments And Contingencies (
Commitments And Contingencies (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2006Independent_Companies | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies Disclosure [Text Block] | 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 independent residential real estate sales agents engaged by the Company Owned Real Estate Brokerage Services segment or by affiliated franchisees—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against the Company Owned Real Estate Brokerage Services segment 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 or similar claims against our franchise operations as an alleged joint employer of an affiliated franchisee’s independent sales agents; • concerning other employment law matters, including other types of worker classification claims as well as wage and hour claims and retaliation claims; • concerning anti-trust and anti-competition matters; • that the Company is vicariously liable for the acts of franchisees under theories of actual or apparent agency; • by current or former franchisees that franchise agreements were breached including improper terminations; • concerning alleged RESPA or state real estate law violations; • concerning claims related to the Telephone Consumer Protection Act, including autodialer claims; • 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; • related to copyright law, including infringement actions alleging improper use of copyrighted photographs on websites or in marketing materials without consent of the copyright holder; • concerning breach of obligations to make websites and other services accessible for consumers with disabilities; • 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; • concerning information security and cyber-crime, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information, as well as those related to the diversion of homesale transaction closing funds; and • those related to general fraud claims. Worker Classification Litigation Whitlach v. Premier Valley, Inc. d/b/a Century 21 M&M and Century 21 Real Estate LLC (Superior Court of California, Stanislaus County). This was filed as a putative class action complaint on December 20, 2018 by plaintiff James Whitlach against Premier Valley Inc., a Century 21 Real Estate independently-owned franchisee doing business as Century 21 M&M (“Century 21 M&M”). The complaint also names Century 21 Real Estate LLC, a wholly-owned subsidiary of the Company and the franchisor of Century 21 Real Estate (“Century 21”), as an alleged joint employer of the franchisee’s independent sales agents and seeks to certify a class that could potentially include all agents of both Century 21 M&M and Century 21 in California. The plaintiff alleges that Century 21 M&M misclassified all of its independent real estate agents, salespeople, sales professionals, broker associates and other similar positions as independent contractors, failed to pay minimum wages, failed to provide meal and rest breaks, failed to pay timely wages, failed to keep proper records, failed to provide appropriate wage statements, made unlawful deductions from wages, and failed to reimburse plaintiff and the putative class for business related expenses, resulting in violations of the California Labor Code. The complaint also asserts an unfair business practice claim based on the alleged violations described above. On February 15, 2019, the plaintiff amended his complaint to assert claims pursuant to the California Private Attorneys General Act (“PAGA”). The PAGA claims included in the amended complaint are substantively similar to those asserted in the original complaint. Under California law, PAGA claims are generally not subject to arbitration and may result in exposure in the form of additional penalties. In April 2019, the defendants filed motions to compel arbitration of the non- PAGA claims and to stay the PAGA claims pending resolution of the arbitrable claims. On June 5, 2019, the court dismissed the plaintiff’s non-PAGA claims without prejudice and withdrew the defendants’ motion to compel arbitration by stipulation of the parties. The plaintiff continues to pursue his PAGA claims as a representative of purported "aggrieved employees" as defined by PAGA. The plaintiff currently seeks, as the representative of all purported aggrieved employees, all non-individualized relief available to the purported aggrieved employees under PAGA, as well as attorneys’ fees. Fenley v. Realogy Franchise Group LLC, Sotheby’s International Realty, Inc., Wish Properties, Inc. and DOES 1-100 (Superior Court of California, Kern County). This is a putative class action complaint filed on April 25, 2019 by plaintiff Elizabeth Fenley against Wish Properties, Inc, a Sotheby’s International Realty independently-owned franchisee doing business as Wish Sotheby’s International Realty (“Wish SIR”). The complaint also names Realogy Franchise Group LLC and Sotheby’s International Realty, Inc., wholly-owned subsidiaries of the Company, as alleged joint employers of the franchisee’s independent sales agents and seeks to certify a class that could potentially include all agents in California affiliated with any Realogy Franchise Group brand. The plaintiff alleges that all defendants are jointly responsible for misclassifying Wish SIR’s agents as independent contractors and failed to reimburse for business expenses, provide accurate wage statements and pay wages timely, all in violation of the California Labor Code. The complaint also asserts an unfair business practice claim based on the violations previously described. The plaintiff seeks reimbursement of allegedly necessary expenses, liquidated damages, waiting time penalties, civil penalties, pre- and post-judgment interest, restitution, injunctive relief, and attorneys’ fees and costs. On September 17, 2019, the Court denied the defendants’ motions to compel arbitration. These cases raise various previously unlitigated claims and the PAGA claims in the Whitlach matter add additional litigation, financial and operating uncertainties. There are similar classification cases pending against several other brokerages in the state of California and developments in one or more of those cases could impact progress in these cases. For a summary of legislation adopted by the California State Legislature in September 2019, which codified an alternate worker classification test applicable to real estate professionals that is less restrictive than the judicial test that had been adopted by the California Supreme Court in the second quarter of 2018, see Part II, Item 1, "Legal Proceedings", in this report. Real Estate Industry Litigation Moehrl, Cole, Darnell, Nager, Ramey, Sawbill Strategic, Inc., Umpa and Ruh v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois). This amended putative class action complaint (the "amended Moehler complaint"), filed on June 14, 2019, (i) consolidates the Moehrl and Sawbill litigation reported in our Form 10-Q for the period ended March 31, 2019, (ii) adds certain plaintiffs and defendants, and (iii) serves as a response to the separate motions to dismiss filed on May 17, 2019 in the prior Moehrl litigation by each of NAR and the Company (along with the other defendants named in the prior Moehrl complaint). In the amended Moehrl complaint, the plaintiffs allege that the defendants engaged in a continuing contract, combination, or conspiracy to unreasonably restrain trade and commerce in violation of Section 1 of the Sherman Act because defendant NAR allegedly established mandatory anticompetitive policies for the multiple listing services and its member brokers that require brokers to make an offer of buyer broker compensation when listing a property. The plaintiffs further allege that the defendant franchisors conspired with NAR by requiring their respective franchisees to comply with NAR’s policies and Code of Ethics. The plaintiffs seek a permanent injunction enjoining the defendants from requiring home sellers to pay buyer broker commissions or to otherwise restrict competition among buyer brokers, an award of damages and/or restitution, attorneys fees and costs of suit. Plaintiffs' counsel has filed a motion to appoint lead counsel in the case, which has yet to be decided by the court. On August 9, 2019, NAR and the Company (together with the other defendants named in the amended Moehler complaint) each filed separate motions to dismiss this litigation. The plaintiffs filed their opposition to the motions to dismiss on September 13, 2019, and the defendants filed their replies in support of the motions on October 18, 2019. Sitzer and Winger v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. (U.S. District Court for the Western District of Missouri). This is a putative class action complaint filed on April 29, 2019 and amended on June 21, 2019 by plaintiffs Joshua Sitzer and Amy Winger against NAR, the Company, Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. The complaint contains substantially similar allegations, and seeks the same relief under the Sherman Act, as the Moehrl litigation. The Sitzer litigation is limited both in allegations and relief sought to the State of Missouri and includes an additional cause of action for alleged violation of the Missouri Merchandising Practices Act, or MMPA. On August 22, 2019, the Court denied defendants' motions to transfer the Sitzer matter to the U.S. District Court for the Northern District of Illinois and on October 16, 2019, denied the motions to dismiss this litigation filed respectively by NAR and the Company (together with the other named brokerage/franchisor defendants). Securities Litigation Tanaskovic v. Realogy Holdings Corp., et. al. (U.S. District Court for the District of New Jersey). This is a putative class action complaint filed on July 11, 2019 by plaintiff Sasa Tanaskovic against the Company and certain of its current and former executive officers. The lawsuit alleges violations of Sections 10(b), 20(a) and Rule 10b-5 of the Exchange Act in connection with allegedly false and misleading statements made by the Company about its business, operations, and prospects. The plaintiffs seek, among other things, compensatory damages for purchasers of the Company’s common stock between February 24, 2017 through May 22, 2019, as well as attorneys’ fees and costs. On September 9, 2019, plaintiff Tanaskovic and a new plaintiff, Locals 302 and 612 of the International Union of Operating Engineers-Employers Construction Industry Retirement Trust (the “Retirement Trust”), each filed a motion to be appointed lead plaintiff and for approval of its selection of counsel. On September 23, 2019, plaintiff Tanaskovic withdrew its motion and plaintiff Retirement Trust filed a notice that its motion is unopposed. Fried v. Realogy Holdings Corp., et al. (U.S. District Court for the District of New Jersey). This is a putative derivative action filed on October 23, 2019 by plaintiff Adam Fried against the Company (as nominal defendant) and certain of its current and former executive officers and members of its Board of Directors (as defendants). The lawsuit alleges violations of Section 14(a) of the Exchange Act and breach of fiduciary duties for, among other things, allegedly false and misleading statements made by the Company about its business, operations and prospects as well as unjust enrichment claims. The plaintiff seeks, among other things, compensatory damages, disgorgement of improper compensation, certain reforms to the Company’s corporate governance and internal procedures and attorneys’ fees and costs. The Company disputes the allegations in each of the captioned matters described above and will vigorously defend these actions. Given the early stages of each of these cases, we cannot estimate a range of reasonably possible losses for this litigation. 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. * * * Company-Initiated Litigation Realogy Holdings Corp., NRT New York LLC (d/b/a The Corcoran Group), Sotheby’s International Realty, Inc., Coldwell Banker Residential Brokerage Company, Coldwell Banker Residential Real Estate LLC, NRT West, Inc., Martha Turner Properties, L.P. And Better Homes and Gardens Real Estate LLC v. Urban Compass, Inc., and Compass, Inc. (Supreme Court New York, New York County). On July 10, 2019, the Company and certain of its subsidiaries, filed a complaint against Urban Compass, Inc. and Compass, Inc. (together, "Compass") alleging misappropriation of trade secrets; tortious interference with contract; intentional and tortious interference with prospective economic advantage; unfair competition under New York common law; violations of the California Unfair Competition Law, Business and Professional Code Section 17200 et. seq. (unfair competition); violations of New York General Business Law Section 349 (deceptive acts or practices); violations of New York General Business Law Sections 350 and 350-a (false advertising); conversion; and aiding and abetting breach of contract. The Company seeks, among other things, actual and compensatory damages, injunctive relief, and attorneys’ fees and costs. On September 6, 2019, Compass filed a motion to dismiss this litigation. On September 26, 2019, the Company filed an amended complaint, which adds certain factual allegations in support of the Company’s claims, withdraws the count for aiding and abetting breach of contract and adds a count for defamation. * * * 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, the fiduciary duties of brokers, 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 agents, antitrust and anti-competition claims, general fraud claims (including wire fraud associated with third-party diversion of funds from a brokerage transaction), employment law claims, including claims challenging the classification of our sales agents as independent contractors, wage and hour classification claims and claims alleging violations of RESPA, state consumer fraud statutes or federal consumer protection 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. In addition, with the increasing requirements resulting from government laws and regulations concerning data breach notifications and data privacy and protection obligations, claims associated with these laws may become more common. While most litigation involves claims against the Company, from time to time the Company commences litigation, including litigation against former employees, franchisees and competitors when it alleges that such persons or entities have breached agreements or engaged in other wrongful conduct. * * * Cendant Corporate Liabilities and 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 Group), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Realogy Group, Wyndham Worldwide and Travelport (the "Separation and Distribution Agreement"), 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. The due to former parent balance was $18 million at September 30, 2019 and $21 million at December 31, 2018, respectively. The due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining 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. 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. 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 $640 million at September 30, 2019 and $426 million at December 31, 2018. 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. | ||
Loss Contingencies [Line Items] | |||
Cendant Spin-off Number of New Independent Companies | Independent_Companies | 4 | ||
Number of New Independent Companies per Cendant Business Unit | Independent_Companies | 1 | ||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | ||
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% | ||
Due to former parent | $ 18,000 | $ 21,000 | |
Noninterest-bearing deposit liabilities | 640,000 | $ 426,000 | |
Maximum | |||
Loss Contingencies [Line Items] | |||
Cash, FDIC insured amount | $ 250 |
Segment Information - Revenues
Segment Information - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | [1],[2] | $ (1,629) | $ (1,676) | $ (4,478) | $ (4,725) |
Operating EBITDA | Operating EBITDA Three Months Ended September 30, Nine Months Ended 2019 2018 2019 2018 Real Estate Franchise Services $ 153 $ 161 $ 406 $ 439 Company Owned Real Estate Brokerage Services 31 43 16 59 Relocation Services 34 39 63 72 Title and Settlement Services 31 20 54 45 Corporate and Other (a) (26) (21) (75) (63) Less: Depreciation and amortization (b) 50 49 149 148 Interest expense, net 66 41 210 120 Income tax (benefit) expense (8) 40 (9) 73 Restructuring costs, net (c) 11 9 32 45 Impairments (d) 183 — 186 — Former parent legacy cost (e) 1 — 1 — (Gain) loss on the early extinguishment of debt (e) (10) — (5) 7 Net (loss) income attributable to Realogy Holdings and Realogy Group $ (70) $ 103 $ (100) $ 159 _______________ (a) Includes the elimination of transactions between segments. (b) Depreciation and amortization for the nine months ended September 30, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Condensed Consolidated Statement of Operations. (c) The three months ended September 30, 2019 includes restructuring charges of $1 million in the Real Estate Franchise Services segment, $8 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other. The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2019 includes restructuring charges of $1 million in Real Estate Franchise Services segment, $18 million in the Company Owned Real Estate Brokerage Services segment, $5 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $6 million in Corporate and Other. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $2 million in Corporate and Other. (d) Impairments for the three and nine months ended September 30, 2019 includes a goodwill impairment charge of $180 million at the Company Owned Real Estate Brokerage Services segment. In addition, other impairment charges, primarily related to lease asset impairments, of $3 million and $6 million were incurred for the three and nine months ended September 30, 2019, respectively. (e) Former parent legacy items and (gain) loss on the early extinguishment of debt is recorded in the Corporate and Other segment. | ||||
Real Estate Franchise Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | [1],[2] | (216) | (221) | $ (613) | (634) |
Real Estate Franchise Services | Royalties and Marketing Fees | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | (82) | (83) | (224) | (238) | |
Company Owned Brokerage Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | [1],[2] | (1,222) | (1,268) | (3,369) | (3,593) |
Relocation Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | [1],[2] | (103) | (108) | (276) | (292) |
Relocation Services | Referral and Relocation Fees | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | (11) | (10) | (29) | (30) | |
Title and Settlement Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | [1],[2] | (170) | (162) | (444) | (444) |
Corporate and Other | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | [1],[2],[3] | $ (82) | $ (83) | $ (224) | $ (238) |
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $11 million and $29 million for the three and nine months ended September 30, 2019, respectively, and $10 million and $30 million for the three and nine months ended September 30, 2018, 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 $82 million and $224 million for the three and nine months ended September 30, 2019, respectively, and $83 million and $238 million for the three and nine months ended September 30, 2018, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||
[3] | Includes the elimination of transactions between segments. |
Segment Information - Operating
Segment Information - Operating EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2008 | Dec. 31, 2007 | Sep. 30, 2019 | Sep. 30, 2018 | ||||||
Segment Reporting Information [Line Items] | ||||||||||||
Depreciation and amortization | $ 50 | $ 49 | [1] | $ 149 | $ 146 | [1] | ||||||
Depreciation and amortization, adjusted for Amortization of Intangible Assets related to GRA Acquisition | [2] | 148 | ||||||||||
Interest expense, net | 66 | 41 | 210 | 120 | ||||||||
Income tax (benefit) expense | (8) | 40 | (9) | 73 | ||||||||
Restructuring costs, net | [3],[4] | 11 | 9 | 32 | 45 | |||||||
Impairments | [5] | 183 | 0 | 186 | 0 | |||||||
Former parent legacy cost, net | [6] | 1 | 0 | 1 | 0 | |||||||
(Gain) loss on the early extinguishment of debt | (10) | [6] | $ 5 | 0 | [6] | (5) | [6] | 7 | [6] | |||
Net (loss) income attributable to Realogy Holdings and Realogy Group | (70) | 103 | (100) | 159 | ||||||||
Equity in (earnings) losses of unconsolidated entities | (7) | 1 | (15) | 3 | ||||||||
Goodwill, Impairment Loss | 180 | |||||||||||
Real Estate Franchise Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating EBITDA | 153 | 161 | 406 | 439 | ||||||||
Restructuring costs, net | 1 | 1 | 1 | 3 | ||||||||
Goodwill, Impairment Loss | 0 | |||||||||||
Company Owned Brokerage Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating EBITDA | 31 | 43 | 16 | 59 | ||||||||
Restructuring costs, net | 8 | 8 | 18 | 29 | ||||||||
Goodwill, Impairment Loss | $ 1,279 | $ 507 | 180 | |||||||||
Other Asset Impairment Charges | 3 | 6 | ||||||||||
Relocation Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating EBITDA | 34 | 39 | 63 | 72 | ||||||||
Restructuring costs, net | 1 | 5 | 9 | |||||||||
Goodwill, Impairment Loss | 0 | |||||||||||
Title and Settlement Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating EBITDA | 31 | 20 | 54 | 45 | ||||||||
Restructuring costs, net | 2 | 2 | ||||||||||
Goodwill, Impairment Loss | 0 | |||||||||||
Corporate and Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating EBITDA | [1] | (26) | $ (21) | (75) | (63) | |||||||
Restructuring costs, net | $ 1 | $ 6 | 2 | |||||||||
Amortization of Intangible Assets related to GRA Acquisition | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Equity in (earnings) losses of unconsolidated entities | $ 2 | |||||||||||
[1] | Includes the elimination of transactions between segments. | |||||||||||
[2] | Depreciation and amortization for the nine months ended September 30, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Condensed Consolidated Statement of Operations. | |||||||||||
[3] | The three and nine months ended September 30, 2019 include $10 million and $28 million, respectively, of expense related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, of expense related to prior restructuring progr ams. Restructuring charges for three and nine months ended September 30, 2018 relate to prior restructuring programs. | |||||||||||
[4] | The three months ended September 30, 2019 includes restructuring charges of $1 million in the Real Estate Franchise Services segment, $8 million in the Company Owned Real Estate Brokerage Services segment, $1 million in the Relocation Services segment and $1 million in Corporate and Other. The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2019 includes restructuring charges of $1 million in Real Estate Franchise Services segment, $18 million in the Company Owned Real Estate Brokerage Services segment, $5 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $6 million in Corporate and Other. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million in the Title and Settlement Services segment and $2 million in Corporate and Other. | |||||||||||
[5] | Impairments for the three and nine months ended September 30, 2019 includes a goodwill impairment charge of $180 million at the Company Owned Real Estate Brokerage Services segment. In addition, other impairment charges, primarily related to lease asset impairments, of $3 million and $6 million were incurred for the three and nine months ended September 30, 2019, respectively. | |||||||||||
[6] | Former parent legacy items and (gain) loss on the early extinguishment of debt is recorded in the Corporate and Other segment. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Nov. 07, 2019USD ($) |
Subsequent Event [Line Items] | |
Expected value to be received from the planned sale of employee relocation business | $ 400 |
Expected cash proceeds at closing from the planned sale of employee relocation business | 375 |
Expected deferred payment from the planned sale of employee relocation business | $ 25 |