Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Entity Information [Line Items] | ||
Document Period End Date | 31-Mar-15 | |
Entity Registrant Name | REALOGY HOLDINGS CORP. | |
Entity Central Index Key | 1398987 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 146,529,900 | |
Realogy Group LLC [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | REALOGY GROUP LLC | |
Entity Central Index Key | 1355001 | |
Entity Filer Category | Non-accelerated Filer |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Revenues | ||||
Gross commission income | $781 | $738 | ||
Service revenue | 171 | 165 | ||
Franchise fees | 67 | 63 | ||
Other | 43 | 41 | ||
Net revenues | 1,062 | [1],[2] | 1,007 | [1],[2] |
Expenses | ||||
Commission and other agent-related costs | 530 | 500 | ||
Operating | 342 | 336 | ||
Marketing | 56 | 51 | ||
General and administrative | 78 | 70 | ||
Former parent legacy costs (benefit), net | 0 | 1 | ||
Depreciation and amortization | 46 | 46 | ||
Interest expense, net | 68 | 70 | ||
Loss on the early extinguishment of debt | 0 | 10 | ||
Total expenses | 1,120 | 1,084 | ||
Loss before income taxes, equity in earnings and noncontrolling interests | -58 | -77 | ||
Income tax benefit | -24 | -34 | ||
Equity in (earnings) losses of unconsolidated entities | -2 | 3 | ||
Net loss | -32 | -46 | ||
Less: Net income attributable to noncontrolling interests | 0 | 0 | ||
Net loss attributable to Realogy Holdings and Realogy Group | ($32) | ($46) | ||
Loss per share attributable to Realogy Holdings: | ||||
Earnings Per Share, Basic | ($0.22) | ($0.32) | ||
Earnings Per Share, Diluted | ($0.22) | ($0.32) | ||
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | ||||
Basic weighted average shares | 146,300,000 | 145,800,000 | ||
Weighted Average Number of Shares Outstanding, Diluted | 146,300,000 | 145,800,000 | ||
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $8 million and $7 million for the three months ended March 31, 2015 and 2014, 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 $57 million and $54 million for the three months ended March 31, 2015 and 2014, respectively. Such amounts are eliminated through the Corporate and Other line. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($32) | ($46) |
Currency translation adjustment | -2 | 1 |
Other comprehensive (loss) income, before tax | -2 | 1 |
Income tax expense (benefit) related to items of other comprehensive income (loss) amounts | 0 | 0 |
Other comprehensive (loss) income, net of tax | -2 | 1 |
Comprehensive loss | -34 | -45 |
Less: comprehensive income attributable to noncontrolling interests | 0 | 0 |
Comprehensive loss attributable to Realogy Holdings and Realogy Group | ($34) | ($45) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $184 | $313 |
Trade receivables (net of allowance for doubtful accounts of $26 and $27) | 127 | 116 |
Relocation receivables | 329 | 297 |
Deferred income taxes | 190 | 180 |
Other current assets | 122 | 120 |
Total current assets | 952 | 1,026 |
Property and equipment, net | 228 | 233 |
Goodwill | 3,477 | 3,477 |
Trademarks | 736 | 736 |
Franchise agreements, net | 1,478 | 1,495 |
Other intangibles, net | 332 | 341 |
Other non-current assets | 229 | 230 |
Total assets | 7,432 | 7,538 |
Current liabilities: | ||
Accounts payable | 117 | 128 |
Securitization obligations | 250 | 269 |
Due to former parent | 46 | 51 |
Current portion of long-term debt | 19 | 19 |
Accrued expenses and other current liabilities | 380 | 411 |
Total current liabilities | 812 | 878 |
Long-term debt | 3,887 | 3,891 |
Deferred income taxes | 332 | 350 |
Other non-current liabilities | 243 | 236 |
Total liabilities | 5,274 | 5,355 |
Commitments and contingencies (Notes 7 and 9) | ||
Equity: | ||
Realogy Holdings preferred stock: $.01 par value; 50,000,000 shares authorized, none issued and outstanding at March 31, 2015 and December 31, 2014 | 0 | 0 |
Realogy Holdings common stock: $.01 par value; 400,000,000 shares authorized, 146,527,947 shares outstanding at March 31, 2015 and 146,382,923 shares outstanding at December 31, 2014 | 1 | 1 |
Additional paid-in capital | 5,687 | 5,677 |
Accumulated deficit | -3,496 | -3,464 |
Accumulated other comprehensive loss | -37 | -35 |
Total stockholders' equity | 2,155 | 2,179 |
Noncontrolling interests | 3 | 4 |
Total equity | 2,158 | 2,183 |
Total liabilities and equity | $7,432 | $7,538 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $26 | $27 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares outstanding | 146,527,947 | 146,382,923 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating Activities | ||
Net loss | ($32) | ($46) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 46 | 46 |
Deferred income taxes | -28 | -38 |
Amortization of deferred financing costs and discount on unsecured notes | 4 | 4 |
Non-cash portion of the loss on the early extinguishment of debt | 0 | 4 |
Equity in (earnings) losses of unconsolidated entities | -2 | 3 |
Stock-based compensation | 11 | 9 |
Mark-to-market adjustments on derivatives | 13 | 8 |
Other adjustments to net loss | -1 | 1 |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | ||
Trade receivables | -12 | -10 |
Relocation receivables | -33 | -7 |
Other assets | -4 | -5 |
Accounts payable, accrued expenses and other liabilities | -40 | -79 |
Due to former parent | -5 | 0 |
Dividends received from unconsolidated entities | 1 | 0 |
Taxes paid related to net share settlement for stock-based compensation | -3 | 0 |
Other, net | 1 | 0 |
Net cash used in operating activities | -84 | -110 |
Investing Activities | ||
Property and equipment additions | -19 | -13 |
Payments for acquisitions, net of cash acquired | 0 | -23 |
Change in restricted cash | 2 | 4 |
Other, net | 1 | -5 |
Net cash used in investing activities | -16 | -37 |
Financing Activities | ||
Net change in revolving credit facilities | 0 | 145 |
Repayments of term loan facility | -5 | -4 |
Repurchases of First and a Half Lien Notes | 0 | -44 |
Net change in securitization obligations | -18 | -58 |
Debt transaction costs | 0 | -1 |
Proceeds from exercise of stock options | 1 | 1 |
Other, net | -6 | -9 |
Net cash (used in) provided by financing activities | -28 | 30 |
Effect of changes in exchange rates on cash and cash equivalents | -1 | 0 |
Net decrease in cash and cash equivalents | -129 | -117 |
Cash and cash equivalents, beginning of period | 313 | 236 |
Cash and cash equivalents, end of period | 184 | 119 |
Supplemental Disclosure of Cash Flow Information | ||
Interest payments (including securitization interest of $1 for both periods presented) | 57 | 88 |
Securitization Interest | 1 | 1 |
Income tax payments, net | $1 | $2 |
Basis_Of_Presentation
Basis Of Presentation | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations, comprehensive income and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same. | ||||||||||||||||
Realogy Holdings was incorporated on December 14, 2006. On April 10, 2007, Realogy Holdings, then wholly owned by investment funds affiliated with, or co-investment vehicles managed by, Apollo Management VI, L.P., an entity affiliated with Apollo Management, L.P. (collectively referred to as "Apollo"), acquired the outstanding shares of Realogy Group (then known as Realogy Corporation, a Delaware corporation) pursuant to a merger of its wholly owned subsidiary Domus Acquisition Corp., with and into Realogy Group with Realogy Holdings becoming the indirect parent company of Realogy Group. Prior to the consummation of the Realogy Holdings initial public offering and related transactions in October 2012, Realogy Holdings was owned by Apollo and members of the Company’s management. | ||||||||||||||||
Realogy is a global provider of residential real estate services. Realogy Group (then Realogy Corporation) was incorporated in January 2006 to facilitate a plan by Cendant Corporation (now known as Avis Budget Group, Inc.) to separate into four independent companies—one for each of Cendant's business units—real estate services (Realogy), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). On July 31, 2006, the separation ("Separation") from Cendant became effective. | ||||||||||||||||
The accompanying 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 Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary to present fairly Realogy Holdings and Realogy Group's financial position as of March 31, 2015 and the results of operations and comprehensive loss for the three months ended March 31, 2015 and 2014 and cash flows for the three months ended March 31, 2015 and 2014. As the interim Condensed Consolidated Financial Statements are prepared using the same accounting principles and policies used to prepare the annual consolidated financial statements, they should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2014 included in the Annual Report on Form 10-K for the year ended December 31, 2014. | ||||||||||||||||
The Condensed Consolidated Financial Statements as of March 31, 2015 and for the three-month periods ended March 31, 2015 and 2014 have been reviewed by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Their reports, dated May 4, 2015, are included on pages 4 and 5. The reports of PricewaterhouseCoopers LLP state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. | ||||||||||||||||
Financial Instruments | ||||||||||||||||
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. | ||||||||||||||||
Level Input: | Input Definitions: | |||||||||||||||
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the | |||||||||||||||
measurement date. | ||||||||||||||||
Level II | Inputs other than quoted prices included in Level I that are observable for the asset or liability through | |||||||||||||||
corroboration with market data at the measurement date. | ||||||||||||||||
Level III | Unobservable inputs that reflect management’s best estimate of what market participants would use in | |||||||||||||||
pricing the asset or liability at the measurement date. | ||||||||||||||||
The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. | ||||||||||||||||
The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. | ||||||||||||||||
The following table summarizes fair value measurements by level at March 31, 2015 for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Interest rate swaps (included in other non-current liabilities) | $ | — | $ | 52 | $ | — | $ | 52 | ||||||||
Deferred compensation plan assets | 2 | — | — | 2 | ||||||||||||
(included in other non-current assets) | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Interest rate swaps (included in other non-current liabilities) | $ | — | $ | 40 | $ | — | $ | 40 | ||||||||
Deferred compensation plan assets | 2 | — | — | 2 | ||||||||||||
(included in other non-current assets) | ||||||||||||||||
The following table summarizes the carrying amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Debt | Carrying | Estimated | Carrying | Estimated | ||||||||||||
Amount | Fair Value (a) | Amount | Fair Value (a) | |||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility | $ | — | $ | — | $ | — | $ | — | ||||||||
Term loan facility | 1,867 | 1,867 | 1,871 | 1,834 | ||||||||||||
7.625% First Lien Notes | 593 | 637 | 593 | 633 | ||||||||||||
9.00% First and a Half Lien Notes | 196 | 213 | 196 | 215 | ||||||||||||
3.375% Senior Notes | 500 | 503 | 500 | 500 | ||||||||||||
4.50% Senior Notes | 450 | 456 | 450 | 449 | ||||||||||||
5.25% Senior Notes | 300 | 306 | 300 | 291 | ||||||||||||
Securitization obligations | 250 | 250 | 269 | 269 | ||||||||||||
_______________ | ||||||||||||||||
(a) | The fair value of the Company's indebtedness is categorized as Level I. | |||||||||||||||
Investment in PHH Home Loans and Transactions with PHH Corporation | ||||||||||||||||
The Company owns 49.9% of PHH Home Loans, which was created for the purpose of originating and selling mortgage loans primarily sourced through the Company’s real estate brokerage and relocation businesses. PHH Corporation ("PHH") owns the remaining percentage. The Company has an agreement with PHH and PHH Home Loans regarding the operation of the venture and a marketing agreement with PHH whereby PHH is the recommended provider of mortgage products and services promoted by the Company to its independently owned and operated franchisees. The Company also entered into a license agreement with PHH whereby PHH Home Loans was granted a license to use certain of the Company’s real estate brand names. The Company also maintains a relocation agreement with PHH whereby PHH outsources its employee relocation function to the Company and the Company subleases office space to PHH Home Loans. In connection with these agreements, the Company recorded net revenues of $1 million for the three months ended March 31, 2015 and 2014. In addition, the Company recorded equity earnings related to its investment in PHH Home Loans of $2 million for the three months ended March 31, 2015 and equity losses related to its investment in PHH Home Loans of $3 million for the three months ended March 31, 2014. The Company received no cash dividends from PHH Home Loans during the three months ended March 31, 2015 and 2014. | ||||||||||||||||
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 during the period in which they occur. The provision for income taxes was a benefit of $24 million and $34 million for the three months ended March 31, 2015 and 2014, respectively. | ||||||||||||||||
Derivative Instruments | ||||||||||||||||
The Company uses foreign currency forward contracts largely to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables. The Company primarily manages its foreign currency exposure to the Euro, Swiss Franc, Canadian Dollar and British Pound. The Company has elected not to utilize hedge accounting for these forward contracts; therefore, any change in fair value is recorded in the 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 March 31, 2015, the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $19 million. As of December 31, 2014, the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $27 million. | ||||||||||||||||
The Company also enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. The Company has five interest rate swaps with an aggregate notional value of $1,025 million to offset the variability in cash flows resulting from the term loan facility. The first swap, with a notional value of $225 million, commenced in July 2012 and expires in February 2018 and the second swap, with a notional value of $200 million, commenced in January 2013 and expires in February 2018. In the third quarter of 2013, the Company entered into three new interest rate swaps, each with a notional value of $200 million, to commence in August 2015 and expire in August 2020. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations. | ||||||||||||||||
The fair value of derivative instruments was as follows: | ||||||||||||||||
Liability Derivatives | Fair Value | |||||||||||||||
Not Designated as Hedging Instruments | Balance Sheet Location | March 31, 2015 | December 31, 2014 | |||||||||||||
Interest rate swap contracts | Other non-current liabilities | $ | 52 | $ | 40 | |||||||||||
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 March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Interest rate swap contracts | Interest expense | $ | 14 | $ | 8 | |||||||||||
Foreign exchange contracts | Operating expense | (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 $8 million and $10 million at March 31, 2015 and December 31, 2014, respectively and are included within Other current assets on the Company’s Condensed Consolidated Balance Sheets. | ||||||||||||||||
Supplemental Cash Flow Information | ||||||||||||||||
Significant non-cash transactions during the three months ended March 31, 2015 included $2 million in capital lease additions, which resulted in non-cash additions to fixed assets and other long-term liabilities. | ||||||||||||||||
Defined Benefit Pension Plan | ||||||||||||||||
The net periodic pension cost for the three months ended March 31, 2015 was less than $1 million and was comprised of interest cost and amortization of actuarial loss of $2 million offset by a benefit of $2 million for the expected return on assets. The net periodic pension benefit for the three months ended March 31, 2014 was less than $1 million and was comprised of a benefit of $2 million for the expected return on assets offset by interest cost and amortization of actuarial loss of $2 million. | ||||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||||
The Company considers the applicability and impact of all Accounting Standards Updates ("ASU"). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. | ||||||||||||||||
In May 2014, the FASB and IASB issued a converged standard on revenue recognition that will have an effect on most companies to some extent. The objective of the revenue standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and the timing of revenue recognition. The new standard, as initially released, would be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and early adoption would not be permitted. In April 2015, the FASB issued a proposal to defer the effective date of the new revenue standard. The proposal, if adopted, would result in the new revenue standard being effective for fiscal years and interim periods beginning after December 15, 2017 and would allow entities to adopt one year earlier if they so elect. The Company is currently evaluating the impact of the standard on its consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS |
2015 Acquisitions | |
See Note 11, "Subsequent events", for information on 2015 acquisitions subsequent to March 31, 2015. | |
2014 Acquisitions | |
On August 14, 2014, the Company acquired all of the outstanding shares of common stock of ZipRealty, Inc., (“ZipRealty”) for a cash purchase price of $167 million. The Company acquired ZipRealty's residential brokerage operations with 23 offices across the United States and its integrated real estate technology platform. The estimated fair values of the assets acquired and liabilities assumed resulted in goodwill of $92 million, software and fixed assets of $18 million, deferred tax assets of $46 million, customer relationships intangibles of $1 million, pendings and listings of $3 million, other intangibles of $7 million, other assets of $6 million and other liabilities of $6 million. | |
During the year ended December 31, 2014, in addition to the ZipRealty acquisition discussed above, the Company acquired sixteen real estate brokerage and property management operations through its wholly owned subsidiary, NRT, for cash consideration of $44 million and established $19 million of liabilities related to contingent consideration. These acquisitions resulted in goodwill of $45 million, trademarks of $4 million, pendings and listings of $4 million, other intangibles of $8 million, other assets of $3 million and other liabilities of $1 million. | |
During the year ended December 31, 2014, the Company acquired three title and settlement operations through its wholly owned subsidiary, TRG, for cash consideration of $6 million. These acquisitions resulted in goodwill of $5 million and pendings and listings of $1 million. | |
None of the 2014 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. |
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||
Franchise | Owned | Services | Settlement | Company | ||||||||||||||||||||
Services | Brokerage | Services | ||||||||||||||||||||||
Services | ||||||||||||||||||||||||
Gross goodwill as of December 31, 2014 | $ | 3,315 | $ | 905 | $ | 641 | $ | 402 | $ | 5,263 | ||||||||||||||
Accumulated impairment losses | (1,023 | ) | (158 | ) | (281 | ) | (324 | ) | (1,786 | ) | ||||||||||||||
Balance at December 31, 2014 | 2,292 | 747 | 360 | 78 | 3,477 | |||||||||||||||||||
Goodwill acquired | — | — | — | — | — | |||||||||||||||||||
Balance at March 31, 2015 | $ | 2,292 | $ | 747 | $ | 360 | $ | 78 | $ | 3,477 | ||||||||||||||
Intangible assets are as follows: | ||||||||||||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Amortizable—Franchise agreements (a) | $ | 2,019 | $ | 541 | $ | 1,478 | $ | 2,019 | $ | 524 | $ | 1,495 | ||||||||||||
Unamortizable—Trademarks (b) | $ | 736 | $ | 736 | $ | 736 | $ | 736 | ||||||||||||||||
Other Intangibles | ||||||||||||||||||||||||
Amortizable—License agreements (c) | $ | 45 | $ | 8 | $ | 37 | $ | 45 | $ | 7 | $ | 38 | ||||||||||||
Amortizable—Customer relationships (d) | 530 | 263 | 267 | 530 | 256 | 274 | ||||||||||||||||||
Unamortizable—Title plant shares (e) | 10 | 10 | 10 | 10 | ||||||||||||||||||||
Amortizable—Pendings and listings (f) | — | — | — | 2 | 2 | — | ||||||||||||||||||
Amortizable—Other (g) | 25 | 7 | 18 | 25 | 6 | 19 | ||||||||||||||||||
Total Other Intangibles | $ | 610 | $ | 278 | $ | 332 | $ | 612 | $ | 271 | $ | 341 | ||||||||||||
_______________ | ||||||||||||||||||||||||
(a) Generally amortized over a period of 30 years. | ||||||||||||||||||||||||
(b) | Relates to the Century 21, Coldwell Banker, ERA, The Corcoran Group, Coldwell Banker Commercial and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. | |||||||||||||||||||||||
(c) | Relates to the Sotheby’s International Realty and Better Homes and Gardens Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | |||||||||||||||||||||||
(d) | Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and the Real Estate Franchise Services segment. These relationships are being amortized over a period of 2 to 20 years. | |||||||||||||||||||||||
(e) | Primarily relates to the Texas American Title Company title plant shares. Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. | |||||||||||||||||||||||
(f) | Generally amortized over a period of 5 months. | |||||||||||||||||||||||
(g) | Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. | |||||||||||||||||||||||
Intangible asset amortization expense is as follows: | ||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||
March 31, | ||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
Franchise agreements | $ | 17 | $ | 17 | ||||||||||||||||||||
License agreements | 1 | — | ||||||||||||||||||||||
Customer relationships | 7 | 9 | ||||||||||||||||||||||
Pendings and listings | — | 3 | ||||||||||||||||||||||
Other | 1 | — | ||||||||||||||||||||||
Total | $ | 26 | $ | 29 | ||||||||||||||||||||
Based on the Company’s amortizable intangible assets as of March 31, 2015, the Company expects related amortization expense for the remainder of 2015, the four succeeding years and thereafter to be approximately $75 million, $98 million, $94 million, $93 million, $92 million and $1,348 million, respectively. |
Accrued_Expenses_And_Other_Cur
Accrued Expenses And Other Current Liabilities | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses And Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||||||
Accrued expenses and other current liabilities consisted of: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Accrued payroll and related employee costs | $ | 91 | $ | 120 | ||||
Accrued volume incentives | 26 | 32 | ||||||
Accrued commissions | 27 | 21 | ||||||
Deferred income | 70 | 73 | ||||||
Accrued interest | 40 | 44 | ||||||
Other | 126 | 121 | ||||||
$ | 380 | $ | 411 | |||||
Short_And_Long_TermDebt
Short And Long Term-Debt | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT | |||||||||||||||
Total indebtedness is as follows: | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility | $ | — | $ | — | ||||||||||||
Term loan facility | 1,867 | 1,871 | ||||||||||||||
7.625% First Lien Notes | 593 | 593 | ||||||||||||||
9.00% First and a Half Lien Notes | 196 | 196 | ||||||||||||||
3.375% Senior Notes | 500 | 500 | ||||||||||||||
4.50% Senior Notes | 450 | 450 | ||||||||||||||
5.25% Senior Notes | 300 | 300 | ||||||||||||||
Total Short Term & Long Term Debt | $ | 3,906 | $ | 3,910 | ||||||||||||
Securitization Obligations: | ||||||||||||||||
Apple Ridge Funding LLC | $ | 240 | $ | 255 | ||||||||||||
Cartus Financing Limited | 10 | 14 | ||||||||||||||
Total Securitization Obligations | $ | 250 | $ | 269 | ||||||||||||
Indebtedness Table | ||||||||||||||||
As of March 31, 2015, the total capacity, outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: | ||||||||||||||||
Interest | Expiration | Total | Outstanding | Available | ||||||||||||
Rate | Date | Capacity | Borrowings | Capacity | ||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility (1) | -2 | Mar-18 | $ | 475 | $ | — | $ | 475 | ||||||||
Term loan facility | -3 | Mar-20 | 1,882 | 1,867 | — | |||||||||||
First Lien Notes | 7.63% | Jan-20 | 593 | 593 | — | |||||||||||
First and a Half Lien Notes | 9.00% | Jan-20 | 196 | 196 | — | |||||||||||
Senior Notes | 3.38% | May-16 | 500 | 500 | — | |||||||||||
Senior Notes | 4.50% | Apr-19 | 450 | 450 | — | |||||||||||
Senior Notes | 5.25% | Dec-21 | 300 | 300 | — | |||||||||||
Securitization obligations: (4) | ||||||||||||||||
Apple Ridge Funding LLC | Jun-15 | 325 | 240 | 85 | ||||||||||||
Cartus Financing Limited (5) | Aug-15 | 37 | 10 | 27 | ||||||||||||
Total (6) | $ | 4,758 | $ | 4,156 | $ | 587 | ||||||||||
_______________ | ||||||||||||||||
-1 | On April 30, 2015, the Company had $93 million outstanding borrowings on the revolving credit facility, leaving $382 million of available capacity. | |||||||||||||||
-2 | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Group’s option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75%. | |||||||||||||||
-3 | Consists of a $1,882 million term loan, less a discount of $15 million. There is 1% per annum amortization of principal. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Group’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). | |||||||||||||||
-4 | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||||||||||
-5 | Consists of a £20 million facility and a £5 million working capital facility. | |||||||||||||||
-6 | Not included in this table, the Company had $125 million of outstanding letters of credit at March 31, 2015, of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $72 million was under the unsecured letter of credit facility with a rate of 3.0%. | |||||||||||||||
Maturities Table | ||||||||||||||||
As of March 31, 2015, the combined aggregate amount of maturities for long-term borrowings, excluding securitizations, for the remainder of 2015 and each of the next four years is as follows: | ||||||||||||||||
Year | Amount | |||||||||||||||
Remaining 2015 | $ | 14 | ||||||||||||||
2016 | 519 | |||||||||||||||
2017 | 19 | |||||||||||||||
2018 | 19 | |||||||||||||||
2019 | 469 | |||||||||||||||
Senior Secured Credit Facility | ||||||||||||||||
The senior secured credit agreement, as amended (the "Amended and Restated Credit Agreement") provides for: | ||||||||||||||||
(a) | a term loan facility initially issued in the aggregate principal amount of $1,905 million with a maturity date of March 5, 2020. The term loan facility has quarterly amortization payments totaling 1% per annum of the $1,905 million of term loan principal. The interest rate with respect to the term loan is based on, at Realogy Group's option, adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or ABR plus 2.00% (with an ABR floor of 1.75%); and | |||||||||||||||
(b) | a $475 million revolving credit facility with a maturity date of March 5, 2018, which includes (i) a $250 million letter of credit subfacility and (ii) a swingline loan subfacility. The interest rate with respect to revolving loans under the revolving credit facility is based on, at Realogy Group's option, adjusted LIBOR plus 2.75% or ABR plus 1.75%. | |||||||||||||||
The Amended and Restated Credit Agreement provides for a synthetic letter of credit facility which matures on October 10, 2016. The synthetic letter of credit facility may be utilized for general corporate purposes, including the support of Realogy Group’s obligations with respect to Cendant contingent and other liabilities assumed under the Separation and Distribution Agreement. The synthetic letter of credit facility has quarterly amortization payments totaling 1% per annum of the principal amount of the synthetic letter of credit facility outstanding with the balance payable upon the final maturity date. As of March 31, 2015, the capacity under the synthetic letter of credit facility was $55 million and the facility was being utilized for a $53 million letter of credit with Cendant for potential contingent obligations. | ||||||||||||||||
The Amended and Restated Credit Agreement permits the Company to obtain up to $500 million of additional credit facilities from lenders reasonably satisfactory to the administrative agent and us, without the consent of the existing lenders under the new senior secured credit facility, plus an unlimited amount if Realogy Group's senior secured leverage ratio is less than 3.50 to 1.00 on a pro forma basis. Subject to certain restrictions, the Amended and Restated Credit Agreement also permits us to issue senior secured or unsecured notes in lieu of any incremental facility. | ||||||||||||||||
The obligations under the Amended and Restated Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries. | ||||||||||||||||
Realogy Group’s Amended and Restated Credit Agreement contains financial, affirmative and negative covenants and requires Realogy Group to maintain a senior secured leverage ratio, in certain circumstances, not to exceed 4.75 to 1.00. Maintenance of this ratio is required if the amount of borrowings outstanding under the revolving credit facility together with the amount of letters of credit issued under the revolving credit facility at the end of the quarter, exceed 25% of the revolving credit facility capacity. In this report, the Company refers to the term "Adjusted EBITDA" to mean EBITDA as so defined for purposes of determining compliance with the senior secured leverage covenant. The senior secured leverage ratio measured at any applicable quarter end is Realogy Group's total senior secured net debt divided by the trailing twelve month adjusted EBITDA. Total senior secured net debt does not include the First and a Half Lien Notes, other indebtedness secured by a lien that is pari passu or junior in priority to the First and a Half Lien Notes, unsecured indebtedness, including the Unsecured Notes, as well as the securitization obligations. At March 31, 2015, Realogy Group’s borrowings and outstanding letters of credit issued under the revolving credit facility did not exceed 25% of the revolving credit facility capacity; however the Company has continued to calculate the senior secured leverage ratio. At March 31, 2015, Realogy Group’s senior secured leverage ratio was 2.96 to 1.00. | ||||||||||||||||
First Lien Notes | ||||||||||||||||
The First Lien Notes are senior secured obligations of Realogy Group and mature on January 15, 2020. The First Lien Notes bear interest at a rate of 7.625% per annum and interest is payable semiannually on January 15 and July 15 of each year. The First Lien Notes are guaranteed on a senior secured basis by Realogy Intermediate and each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility and Realogy Group's outstanding debt securities. The First Lien Notes are also guaranteed by Realogy Holdings, on an unsecured senior subordinated basis. The First Lien Notes are secured by the same collateral as the Company’s existing secured obligations under its Senior Secured Credit Facility and the First and a Half Lien Notes. The priority of the collateral liens securing the First Lien Notes is (i) equal to the collateral liens securing the Company's first lien obligations under the Senior Secured Credit Facility and (ii) senior to the collateral liens securing the Company’s other secured obligations not secured by a first priority lien, including the First and a Half Lien Notes. | ||||||||||||||||
First and a Half Lien Notes | ||||||||||||||||
The First and a Half Lien Notes are senior secured obligations of Realogy Group and mature in January 2020. The First and a Half Lien Notes bear interest at a rate of 9.00% per annum and interest is payable semiannually on January 15 and July 15 of each year. The First and a Half Lien Notes are guaranteed on a senior secured basis by Realogy Intermediate and each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility and Realogy Group's outstanding debt securities. The First and a Half Lien Notes are also guaranteed by Realogy Holdings, on an unsecured senior subordinated basis. The First and a Half Lien Notes are secured by the same collateral as the Company’s existing secured obligations under its Senior Secured Credit Facility and the First Lien Notes. The priority of the collateral liens securing the First and a Half Lien Notes is junior to the collateral liens securing the Company’s first lien obligations under its Senior Secured Credit Facility and the First Lien Notes. | ||||||||||||||||
Unsecured Notes | ||||||||||||||||
The 3.375% Senior Notes, 4.50% Senior Notes and 5.25% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on May 1, 2016, April 15, 2019 and December 1, 2021, respectively. Interest on the Unsecured Notes is payable each year semiannually on May 1 and November 1 for the 3.375% Senior Notes, April 15 and October 15 for the 4.50% Senior Notes and June 1 and December 1 for the 5.25% Senior Notes. The Unsecured Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility and Realogy Group's outstanding debt securities. The Unsecured Notes are guaranteed by Realogy Holdings on an unsecured senior subordinated basis. | ||||||||||||||||
Other Debt Facilities | ||||||||||||||||
The Company has entered into an unsecured letter of credit facility with $81 million of capacity to provide for the issuance of letters of credit required for general corporate purposes by the Company. $27 million of capacity of the unsecured letter of credit facility expires in June 2017 and the remaining $54 million expires in August 2017. The fixed pricing to the Company is based on a spread above the credit default swap rate for senior unsecured debt obligations of the Company over the applicable letter of credit period. Realogy Group's obligations under the unsecured letter of credit facility are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility and Realogy Group's outstanding debt securities. As of March 31, 2015, $72 million of the facility is being utilized. | ||||||||||||||||
Securitization Obligations | ||||||||||||||||
Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program with an expiration date in June 2015. At March 31, 2015, Realogy Group has $240 million of outstanding borrowings under the facility with a total borrowing capacity of $325 million. | ||||||||||||||||
Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £20 million revolving loan facility and a £5 million working capital facility, both of which expire in August 2015. There are $10 million of outstanding borrowings on the facilities at March 31, 2015. These Cartus Financing Limited facilities are secured by the relocation assets of a U.K. government contract in this special purpose entity and are therefore classified as permitted securitization financings as defined in Realogy Group’s senior secured credit facility and the indentures governing the Unsecured Notes and the First and a Half Lien Notes. | ||||||||||||||||
The Apple Ridge entities and the Cartus Financing Limited entity are consolidated special purpose entities that are utilized to securitize relocation receivables and related assets. These assets are generated from advancing funds on behalf of clients of Realogy Group’s relocation business in order to facilitate the relocation of their employees. Assets of these special purpose entities are not available to pay Realogy Group’s general obligations. Under the Apple Ridge program, provided no termination or amortization event has occurred, any new receivables generated under the designated relocation management agreements are sold into the securitization program and as new eligible relocation management agreements are entered into, the new agreements are designated to the program. The Apple Ridge program has restrictive covenants and trigger events, including performance triggers linked to the age and quality of the underlying assets, foreign obligor limits, multicurrency limits, financial reporting requirements, restrictions on mergers and change of control, any uncured breach of Realogy Group’s senior secured leverage ratio under Realogy Group’s senior secured credit facility, and cross-defaults to Realogy Group’s material indebtedness. The occurrence of a trigger event under the Apple Ridge securitization facility could restrict our ability to access new or existing funding under this facility or result in termination of the facility, either of which would adversely affect the operation of our relocation business. | ||||||||||||||||
Certain of the funds that Realogy Group receives from relocation receivables and related assets must be utilized to repay securitization obligations. These obligations were collateralized by $332 million and $286 million of underlying relocation receivables and other related relocation assets at March 31, 2015 and December 31, 2014, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Realogy Group’s securitization obligations are classified as current in the accompanying Condensed Consolidated Balance Sheets. | ||||||||||||||||
Interest incurred in connection with borrowings under these facilities amounted to $1 million for the three months ended March 31, 2015 and 2014. 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 2.2% and 2.9% for the three months ended March 31, 2015 and 2014, respectively. | ||||||||||||||||
Loss on the Early Extinguishment of Debt and Write-Off of Deferred Financing Costs | ||||||||||||||||
As a result of refinancing activity and repurchases of debt during the first quarter 2014, the Company recorded a loss on the early extinguishment of debt of $10 million during the three months ended March 31, 2014. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||||||||
The Company has stock-based compensation plans available under which incentive equity awards such as non-qualified stock options, rights to purchase shares of common stock, restricted stock, restricted stock units and performance share units may be issued to employees, consultants or directors of Realogy. | ||||||||||||||||||
Consistent with the 2014 long-term incentive equity awards, the 2015 awards include a mix of performance share unit awards ("PSUs"), restricted stock units (performance restricted stock units for the CEO and direct reports) and options. | ||||||||||||||||||
The 2015 PSUs are incentives that reward grantees based upon the Company's financial performance over a three-year performance period ending December 31, 2017. There are two PSU awards, one, based upon the total stockholder return of Realogy's common stock relative to the total stockholder return of the SPDR S&P Homebuilders Index ("XHB") (the "RTSR award"), and the other based upon the achievement of cumulative free cash flow goals. The number of shares that may be issued under the PSUs is variable and based upon the extent to which the performance goals are achieved over the performance period (with a range of payout from 0% to 175% of target for the RTSR award and 0% to 200% of target for the achievement of cumulative free cash flow award). The shares earned will be distributed in early 2018. | ||||||||||||||||||
The restricted stock units vest over three years, with 33.33% vesting on each anniversary of the grant date. Time-vesting of performance restricted stock units for the CEO and direct reports is conditioned upon achievement of a minimum EBITDA performance goal for 2015. | ||||||||||||||||||
The stock options have a maximum term of ten years and vest over four years, with 25% vesting on each anniversary date of the grant date. The options have an exercise price equal to the closing sale price of our common stock on the date of grant. | ||||||||||||||||||
The total number of shares authorized for issuance under the plans is 9.6 million shares. As of March 31, 2015, the total number of shares available for future grants under the plans was 1.3 million shares. | ||||||||||||||||||
The fair value of restricted stock, restricted stock units and performance share units without a market condition have a fair value equal to the closing sale price of our common stock on the date of grant. The fair value of the RTSR PSU award was estimated on the date of grant using the Monte Carlo Simulation method utilizing the following assumptions. Expected volatility was based on historical volatilities of the Company and select comparable companies. | ||||||||||||||||||
2015 RTSR PSU | ||||||||||||||||||
Grant date fair value | $ | 41.13 | ||||||||||||||||
Expected volatility | 25.1 | % | ||||||||||||||||
Volatility of XHB | 21.1 | % | ||||||||||||||||
Correlation coefficient | 0.57 | |||||||||||||||||
Risk-free interest rate | 1 | % | ||||||||||||||||
Dividend yield | — | |||||||||||||||||
A summary of restricted stock, restricted stock unit and performance share unit activities for the three months ended March 31, 2015 is presented below (number of shares in millions): | ||||||||||||||||||
Restricted | Weighted | Restricted | Weighted | Performance Share Units (b) | Weighted | |||||||||||||
Stock | Average | Stock Units | Average | Average | ||||||||||||||
Grant Date | Grant Date | Grant Date | ||||||||||||||||
Fair Value | Fair Value | Fair Value | ||||||||||||||||
Unvested at January 1, 2015 | 0.09 | $ | 27.14 | 0.74 | $ | 45.83 | 0.37 | $ | 46.63 | |||||||||
Granted | — | — | 0.58 | 46.46 | 0.41 | 44.71 | ||||||||||||
Vested (a) | — | — | (0.15 | ) | 47.49 | — | — | |||||||||||
Forfeited | — | — | — | — | — | — | ||||||||||||
Unvested at March 31, 2015 | 0.09 | $ | 27.14 | 1.17 | $ | 45.93 | 0.78 | $ | 45.62 | |||||||||
______________ | ||||||||||||||||||
(a) | The total fair value of restricted stock units which vested during the three months ended March 31, 2015 was $7 million. | |||||||||||||||||
(b) | The PSU amounts in the table are shown at the target amount of the award. | |||||||||||||||||
The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following assumptions. Expected volatility was based on historical volatilities of the Company and select comparable companies. The expected term of the options granted represents the period of time that options were expected to be outstanding and is based on the "simplified method" in accordance with accounting guidance. The Company utilizes the simplified method to determine the expected life of options as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of the grant, which corresponds to the expected term of the options. | ||||||||||||||||||
2015 Options | ||||||||||||||||||
Grant date fair value | $ | 17.68 | ||||||||||||||||
Expected volatility | 36.1 | % | ||||||||||||||||
Expected term (years) | 6.25 | |||||||||||||||||
Risk-free interest rate | 1.6 | % | ||||||||||||||||
Dividend yield | — | |||||||||||||||||
A summary of stock option unit activity for the three months ended March 31, 2015 is presented below (number of shares in millions): | ||||||||||||||||||
Options | Weighted | |||||||||||||||||
Average | ||||||||||||||||||
Exercise | ||||||||||||||||||
Price | ||||||||||||||||||
Outstanding at January 1, 2015 | 3.22 | $ | 30.02 | |||||||||||||||
Granted | 0.17 | 46.47 | ||||||||||||||||
Exercised (a) (b) | (0.05 | ) | 22.89 | |||||||||||||||
Forfeited/Expired | (0.01 | ) | 23.59 | |||||||||||||||
Outstanding at March 31, 2015 (c) | 3.33 | $ | 30.99 | |||||||||||||||
______________ | ||||||||||||||||||
(a) | The intrinsic value of options exercised during the three months ended March 31, 2015 was $1 million. | |||||||||||||||||
(b) | Cash received from options exercised during the three months ended March 31, 2015 was $1 million. | |||||||||||||||||
(c) | Options outstanding at March 31, 2015 have an intrinsic value of $57 million and have a weighted average remaining contractual life of 7.4 years. | |||||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||||
As of March 31, 2015, based on current performance achievement expectations, there was $77 million of unrecognized compensation cost related to incentive equity awards under the plans which will be recorded in future periods as compensation expense over a remaining weighted average period of 1.4 years. The Company recorded stock-based compensation expense related to the incentive equity awards of $11 million and $9 million and for the three months ended March 31, 2015 and 2014, respectively. |
Separation_Adjustments_Transac
Separation Adjustments, Transactions With Former Parent And Subsidiaries And Related Parties | 3 Months Ended | |
Mar. 31, 2015 | ||
Related Party Transactions [Abstract] | ||
Separation Adjustments, Transactions With Former Parent And Subsidiaries And Related Parties | ||
TRANSACTIONS WITH FORMER PARENT AND SUBSIDIARIES | ||
Transfer of Cendant Corporate Liabilities and Issuance of Guarantees to Cendant and Affiliates | ||
The Company has certain guarantee commitments with Cendant (pursuant to the assumption of certain liabilities and the obligation to indemnify Cendant, Wyndham Worldwide and Travelport for such liabilities). These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and other corporate liabilities, of which the Company assumed and is generally responsible for 62.5%. Upon separation from Cendant, the liabilities assumed by the Company were comprised of certain Cendant corporate liabilities which were recorded on the historical books of Cendant as well as additional liabilities which were established for guarantees issued at the date of Separation related to certain unresolved contingent matters that could arise during the guarantee period. Regarding the guarantees, if any of the companies responsible for all or a portion of such liabilities were to default in its payment of costs or expenses related to any such liability, the Company would be responsible for a portion of the defaulting party or parties’ obligation. To the extent such recorded liabilities are in excess or are not adequate to cover the ultimate payment amounts, such excess or deficiency will be reflected in the results of operations in future periods. | ||
The due to former parent balance was $46 million and $51 million at March 31, 2015 and December 31, 2014, respectively. The due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining state and foreign contingent tax liabilities, (ii) accrued interest on contingent tax liabilities, (iii) potential liabilities related to Cendant’s terminated or divested businesses, and (iv) potential liabilities related to the residual portion of accruals for Cendant operations. |
Earnings_Per_Share_Earnings_Pe
Earnings Per Share Earnings Per Share (Notes) | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | EARNINGS (LOSS) PER SHARE |
Earnings (loss) per share attributable to Realogy Holdings | |
Basic earnings per share is computed based on net income attributable to Realogy Holdings stockholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Realogy Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options. | |
The Company was in a net loss position for the three months ended March 31, 2015 and 2014, 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 March 31, 2015 and 2014, the number of shares of common stock issuable for incentive equity awards, with performance awards based on the achievement of 100% of target amounts, was 5.4 million and 4.9 million, respectively. |
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES | |
Litigation | ||
The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries related to alleged contract disputes, business practices, intellectual property and other commercial, employment, regulatory and tax matters. Examples of such matters include but are not limited to allegations: | ||
• | that the Company is vicariously liable for the acts of franchisees under theories of actual or apparent agency; | |
• | by former franchisees that franchise agreements were breached including improper terminations; | |
• | that residential real estate sales associates engaged by NRT—in certain states—are potentially employees instead of independent contractors, and therefore may bring claims against NRT for breach of contract, wage and hour classification claims, wrongful discharge and unemployment and workers' compensation and obtain benefits, back wages, indemnification, penalties related to classification practices and expense reimbursement available to employees; | |
• | concerning claims for alleged RESPA or state real estate law violations including but not limited to claims challenging the validity of sales associates indemnification, and administrative fees; | |
• | concerning claims generally against the company owned brokerage operations for negligence, misrepresentation or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services; and | |
• | concerning claims generally against the title company contending that, as the escrow company, the company knew or should have known that a transaction was fraudulent or concerning other title defects or settlement errors. | |
Real Estate Business Litigation | ||
Bararsani v. Coldwell Banker Residential Brokerage Company. On November 15, 2012, plaintiff Ali Bararsani filed a putative class action complaint in Los Angeles Superior Court, California, against Coldwell Banker Residential Brokerage Company ("CBRBC") alleging that CBRBC had misclassified current and former affiliated sales associates as independent contractors when they were actually employees. The complaint, as amended, further alleges that, because of the misclassification, CBRBC has violated several sections of the California Labor Code including one for failing to reimburse the plaintiff and purported class for business related expenses and a second for failing to keep proper records. The amended complaint also asserts an Unfair Business Practices claim for misclassifying the sales associates. The Plaintiff, on behalf of a purported class, seeks the benefit of the California labor laws for expenses and other sums, plus asserted penalties, attorneys’ fees and interest. The Company believes that CBRBC has properly classified the sales associates as independent contractors and that it has and continues to operate in a manner consistent with applicable law, and longstanding, widespread industry practice for many decades. | ||
On July 31, 2013, CBRBC filed a Demurrer with the Court seeking to dismiss the amended complaint. The Demurrer asserted that the claims raised by the plaintiff were without basis under California law because the California Business and Professions Code sets out the applicable three-part test for classification of real estate sales associates as independent contractors and all elements of the test have been satisfied by CBRBC and the affiliated sales associates. Plaintiff filed an Opposition on August 12, 2013 and a hearing was held on August 28, 2013. The Court denied the Demurrer and stated that it would look to the more complex multi-factor common law test to determine whether the plaintiff was misclassified. CBRBC filed a Petition for a Writ of Mandate with the California Court of Appeal seeking its discretionary review of that decision on September 30, 2013 and on November 8, 2013, the Court of Appeal denied the Petition. | ||
On March 25, 2014, the Court denied plaintiff’s ex parte application which sought, in part, to invalidate, for purposes of this litigation, arbitration clauses with class action waivers in independent contractor agreements executed by some putative members of the class following the commencement of the litigation. Plaintiffs filed a Writ of Mandate with the California Court of Appeal seeking its discretionary review of the Court's decision to deny plaintiff's application. On June 2, 2014, the Court of Appeal summarily denied the petition. The case is now in the discovery phase. The first mediation session is currently scheduled for May 5, 2015. The parties have not held any pre-mediation discussions nor exchanged demands. | ||
The case raises significant classification claims that potentially apply to the real estate industry in general and that have not been previously challenged in any significant manner in California or many other jurisdictions. As with all class action litigation, the case is inherently complex and subject to many uncertainties. We believe that CBRBC has properly classified the current and former affiliated sales associates. There can be no assurance, however, that if the action continues and a large class is subsequently certified, the plaintiffs will not seek a substantial damage award, penalties and other remedies. Given the stage of this case, the novel claims and issues presented and the great uncertainties regarding which sales associates, if any, may be part of a class, if one is certified, we cannot estimate a range of reasonably potential losses for this litigation. The Company believes it has complied with all applicable laws and regulations and will vigorously defend this action. | ||
The Company is involved in certain other claims and legal actions arising in the ordinary course of our business. Such litigation and other proceedings may include, but are not limited to, actions relating to intellectual property, commercial arrangements, franchising arrangements, actions against our title company alleging it knew or should have known that others were committing mortgage fraud, standard brokerage disputes like the failure to disclose hidden defects in the property such as mold, vicarious liability based upon conduct of individuals or entities outside of our control, including franchisees and independent sales associates, antitrust and anti-competition claims, general fraud claims, employment law claims, including claims challenging the classification of our sales associates as independent contractors, and claims alleging violations of RESPA or state consumer fraud statutes. While the results of such claims and legal actions cannot be predicted with certainty, we do not believe based on information currently available to us that the final outcome of current proceedings against the Company will have a material adverse effect on our consolidated financial position, results of operations or cash flows. | ||
Cendant Corporate Litigation | ||
Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Realogy, Wyndham Worldwide and Travelport, each of Realogy, 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 has assumed 62.5% and Wyndham Worldwide has assumed 37.5% of certain contingent and other corporate liabilities (and related costs and expenses) of Cendant or its subsidiaries, which are not primarily related to any of the respective businesses of Realogy, Wyndham Worldwide, Travelport and/or Cendant’s vehicle rental operations, in each case incurred or allegedly incurred on or prior to the date of the separation of Travelport from Cendant. | ||
* * * | ||
The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable. For legal proceedings for which (1) there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable) and (2) the Company is able to estimate a range of reasonably possible loss, the Company estimates the range of reasonably possible losses to be between zero and $5 million at March 31, 2015. | ||
Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. In addition, class action lawsuits can be costly to defend and, depending on the class size and claims, could be costly to settle. As such, the Company could incur judgments or enter into settlements of claims with liability that are materially in excess of amounts accrued and these settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period. | ||
Tax Matters | ||
The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain. | ||
Under the Tax Sharing Agreement with Cendant, Wyndham Worldwide and Travelport, the Company is generally responsible for 62.5% of payments made to settle claims with respect to tax periods ending on or prior to December 31, 2006 that relate to income taxes imposed on Cendant and certain of its subsidiaries, the operations (or former operations) of which were determined by Cendant not to relate specifically to the respective businesses of Realogy, Wyndham Worldwide, Avis Budget or Travelport. | ||
With respect to any remaining legacy Cendant tax liabilities, the Company and its former parent believe there is appropriate support for the positions taken on Cendant’s tax returns. However, tax audits and any related litigation, including disputes or litigation on the allocation of tax liabilities between parties under the Tax Sharing Agreement, could result in outcomes for the Company that are different from those reflected in the Company’s historical financial statements. | ||
Contingent Liability Letter of Credit | ||
In April 2007, the Company established a standby irrevocable letter of credit for the benefit of Avis Budget Group in accordance with the Separation and Distribution Agreement. The synthetic letter of credit was utilized to support the Company’s payment obligations with respect to its share of Cendant contingent and other corporate liabilities. The stated amount of the standby irrevocable letter of credit is subject to periodic adjustment to reflect the then current estimate of Cendant contingent and other liabilities. The letter of credit was $53 million at March 31, 2015 and December 31, 2014. The standby irrevocable letter of credit will be terminated if (i) the Company’s senior unsecured credit rating is raised to BB by Standard and Poor’s or Ba2 by Moody’s or (ii) the aggregate value of the former parent contingent liabilities falls below $30 million. | ||
Escrow and Trust Deposits | ||
As a service to its customers, the Company administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. With the passage of the Dodd-Frank Act in July 2010, deposits at FDIC-insured institutions are permanently insured up to $250 thousand. These escrow and trust deposits totaled $404 million at March 31, 2015 and $251 million at December 31, 2014. These escrow and trust deposits are not assets of the Company and, therefore, are excluded from the accompanying Condensed Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits. |
Segment_Information
Segment Information | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Information | SEGMENT INFORMATION | |||||||
The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management evaluates the operating results of each of its reportable segments based upon revenue and EBITDA, which is defined as net income (loss) before depreciation and amortization, interest (income) expense, net (other than Relocation Services interest for relocation receivables and securitization obligations) and income taxes, each of which is presented in the Company’s Condensed Consolidated Statements of Operations. The Company’s presentation of EBITDA may not be comparable to similar measures used by other companies. | ||||||||
Revenues (a) (b) | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Real Estate Franchise Services | $ | 151 | $ | 144 | ||||
Company Owned Real Estate Brokerage Services | 796 | 750 | ||||||
Relocation Services | 85 | 86 | ||||||
Title and Settlement Services | 87 | 81 | ||||||
Corporate and Other (c) | (57 | ) | (54 | ) | ||||
Total Company | $ | 1,062 | $ | 1,007 | ||||
_______________ | ||||||||
(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 $57 million and $54 million for the three months ended March 31, 2015 and 2014, 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 $8 million and $7 million for the three months ended March 31, 2015 and 2014, respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||
(c) | Includes the elimination of transactions between segments. | |||||||
EBITDA | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 (a) | |||||||
Real Estate Franchise Services | $ | 86 | $ | 79 | ||||
Company Owned Real Estate Brokerage Services | (16 | ) | (20 | ) | ||||
Relocation Services | 7 | 7 | ||||||
Title and Settlement Services | (3 | ) | (5 | ) | ||||
Corporate and Other (b) | (16 | ) | (25 | ) | ||||
Total Company | $ | 58 | $ | 36 | ||||
Less: | ||||||||
Depreciation and amortization | $ | 46 | $ | 46 | ||||
Interest expense, net | 68 | 70 | ||||||
Income tax benefit | (24 | ) | (34 | ) | ||||
Net loss attributable to Realogy Holdings and Realogy Group | $ | (32 | ) | $ | (46 | ) | ||
_______________ | ||||||||
(a) | Includes $10 million related to the loss on early extinguishment of debt, $1 million related to the Phantom Value Plan (refer to the 2014 Form 10-K for a description of the Phantom Value Plan) and a net cost of $1 million of former parent legacy items for the three months ended March 31, 2014. | |||||||
(b) | Includes the elimination of transactions between segments. |
Subsequent_Events_Subsequent_E
Subsequent Events Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS |
In April 2015, NRT acquired three real estate brokerage related operations, including a large franchisee of the Real Estate Franchise Segment, for aggregate cash consideration of $77 million. None of the acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. |
Basis_Of_Presentation_Tables
Basis Of Presentation (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||
Fair Value Hierarchy | The following table summarizes fair value measurements by level at March 31, 2015 for assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Interest rate swaps (included in other non-current liabilities) | $ | — | $ | 52 | $ | — | $ | 52 | ||||||||
Deferred compensation plan assets | 2 | — | — | 2 | ||||||||||||
(included in other non-current assets) | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Interest rate swaps (included in other non-current liabilities) | $ | — | $ | 40 | $ | — | $ | 40 | ||||||||
Deferred compensation plan assets | 2 | — | — | 2 | ||||||||||||
(included in other non-current assets) | ||||||||||||||||
Fair Value, by Balance Sheet Grouping | The following table summarizes the carrying amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Debt | Carrying | Estimated | Carrying | Estimated | ||||||||||||
Amount | Fair Value (a) | Amount | Fair Value (a) | |||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility | $ | — | $ | — | $ | — | $ | — | ||||||||
Term loan facility | 1,867 | 1,867 | 1,871 | 1,834 | ||||||||||||
7.625% First Lien Notes | 593 | 637 | 593 | 633 | ||||||||||||
9.00% First and a Half Lien Notes | 196 | 213 | 196 | 215 | ||||||||||||
3.375% Senior Notes | 500 | 503 | 500 | 500 | ||||||||||||
4.50% Senior Notes | 450 | 456 | 450 | 449 | ||||||||||||
5.25% Senior Notes | 300 | 306 | 300 | 291 | ||||||||||||
Securitization obligations | 250 | 250 | 269 | 269 | ||||||||||||
_______________ | ||||||||||||||||
(a) | The fair value of the Company's indebtedness is categorized as Level I. | |||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments was as follows: | |||||||||||||||
Liability Derivatives | Fair Value | |||||||||||||||
Not Designated as Hedging Instruments | Balance Sheet Location | March 31, 2015 | December 31, 2014 | |||||||||||||
Interest rate swap contracts | Other non-current liabilities | $ | 52 | $ | 40 | |||||||||||
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 March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Interest rate swap contracts | Interest expense | $ | 14 | $ | 8 | |||||||||||
Foreign exchange contracts | Operating expense | (1 | ) | — | ||||||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||
Franchise | Owned | Services | Settlement | Company | ||||||||||||||||||||
Services | Brokerage | Services | ||||||||||||||||||||||
Services | ||||||||||||||||||||||||
Gross goodwill as of December 31, 2014 | $ | 3,315 | $ | 905 | $ | 641 | $ | 402 | $ | 5,263 | ||||||||||||||
Accumulated impairment losses | (1,023 | ) | (158 | ) | (281 | ) | (324 | ) | (1,786 | ) | ||||||||||||||
Balance at December 31, 2014 | 2,292 | 747 | 360 | 78 | 3,477 | |||||||||||||||||||
Goodwill acquired | — | — | — | — | — | |||||||||||||||||||
Balance at March 31, 2015 | $ | 2,292 | $ | 747 | $ | 360 | $ | 78 | $ | 3,477 | ||||||||||||||
Intangible assets | Intangible assets are as follows: | |||||||||||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Amortizable—Franchise agreements (a) | $ | 2,019 | $ | 541 | $ | 1,478 | $ | 2,019 | $ | 524 | $ | 1,495 | ||||||||||||
Unamortizable—Trademarks (b) | $ | 736 | $ | 736 | $ | 736 | $ | 736 | ||||||||||||||||
Other Intangibles | ||||||||||||||||||||||||
Amortizable—License agreements (c) | $ | 45 | $ | 8 | $ | 37 | $ | 45 | $ | 7 | $ | 38 | ||||||||||||
Amortizable—Customer relationships (d) | 530 | 263 | 267 | 530 | 256 | 274 | ||||||||||||||||||
Unamortizable—Title plant shares (e) | 10 | 10 | 10 | 10 | ||||||||||||||||||||
Amortizable—Pendings and listings (f) | — | — | — | 2 | 2 | — | ||||||||||||||||||
Amortizable—Other (g) | 25 | 7 | 18 | 25 | 6 | 19 | ||||||||||||||||||
Total Other Intangibles | $ | 610 | $ | 278 | $ | 332 | $ | 612 | $ | 271 | $ | 341 | ||||||||||||
_______________ | ||||||||||||||||||||||||
(a) Generally amortized over a period of 30 years. | ||||||||||||||||||||||||
(b) | Relates to the Century 21, Coldwell Banker, ERA, The Corcoran Group, Coldwell Banker Commercial and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. | |||||||||||||||||||||||
(c) | Relates to the Sotheby’s International Realty and Better Homes and Gardens Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | |||||||||||||||||||||||
(d) | Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and the Real Estate Franchise Services segment. These relationships are being amortized over a period of 2 to 20 years. | |||||||||||||||||||||||
(e) | Primarily relates to the Texas American Title Company title plant shares. Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. | |||||||||||||||||||||||
(f) | Generally amortized over a period of 5 months. | |||||||||||||||||||||||
(g) | Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. | |||||||||||||||||||||||
Intangible asset amortization expense | Intangible asset amortization expense is as follows: | |||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||
March 31, | ||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
Franchise agreements | $ | 17 | $ | 17 | ||||||||||||||||||||
License agreements | 1 | — | ||||||||||||||||||||||
Customer relationships | 7 | 9 | ||||||||||||||||||||||
Pendings and listings | — | 3 | ||||||||||||||||||||||
Other | 1 | — | ||||||||||||||||||||||
Total | $ | 26 | $ | 29 | ||||||||||||||||||||
Accrued_Expenses_And_Other_Cur1
Accrued Expenses And Other Current Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Accrued payroll and related employee costs | $ | 91 | $ | 120 | ||||
Accrued volume incentives | 26 | 32 | ||||||
Accrued commissions | 27 | 21 | ||||||
Deferred income | 70 | 73 | ||||||
Accrued interest | 40 | 44 | ||||||
Other | 126 | 121 | ||||||
$ | 380 | $ | 411 | |||||
Short_And_LongTerm_Debt_Tables
Short And Long-Term Debt (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Schedule of Total Indebtedness | Total indebtedness is as follows: | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility | $ | — | $ | — | ||||||||||||
Term loan facility | 1,867 | 1,871 | ||||||||||||||
7.625% First Lien Notes | 593 | 593 | ||||||||||||||
9.00% First and a Half Lien Notes | 196 | 196 | ||||||||||||||
3.375% Senior Notes | 500 | 500 | ||||||||||||||
4.50% Senior Notes | 450 | 450 | ||||||||||||||
5.25% Senior Notes | 300 | 300 | ||||||||||||||
Total Short Term & Long Term Debt | $ | 3,906 | $ | 3,910 | ||||||||||||
Securitization Obligations: | ||||||||||||||||
Apple Ridge Funding LLC | $ | 240 | $ | 255 | ||||||||||||
Cartus Financing Limited | 10 | 14 | ||||||||||||||
Total Securitization Obligations | $ | 250 | $ | 269 | ||||||||||||
Schedule of Debt | As of March 31, 2015, the total capacity, outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: | |||||||||||||||
Interest | Expiration | Total | Outstanding | Available | ||||||||||||
Rate | Date | Capacity | Borrowings | Capacity | ||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||
Revolving credit facility (1) | -2 | Mar-18 | $ | 475 | $ | — | $ | 475 | ||||||||
Term loan facility | -3 | Mar-20 | 1,882 | 1,867 | — | |||||||||||
First Lien Notes | 7.63% | Jan-20 | 593 | 593 | — | |||||||||||
First and a Half Lien Notes | 9.00% | Jan-20 | 196 | 196 | — | |||||||||||
Senior Notes | 3.38% | May-16 | 500 | 500 | — | |||||||||||
Senior Notes | 4.50% | Apr-19 | 450 | 450 | — | |||||||||||
Senior Notes | 5.25% | Dec-21 | 300 | 300 | — | |||||||||||
Securitization obligations: (4) | ||||||||||||||||
Apple Ridge Funding LLC | Jun-15 | 325 | 240 | 85 | ||||||||||||
Cartus Financing Limited (5) | Aug-15 | 37 | 10 | 27 | ||||||||||||
Total (6) | $ | 4,758 | $ | 4,156 | $ | 587 | ||||||||||
_______________ | ||||||||||||||||
-1 | On April 30, 2015, the Company had $93 million outstanding borrowings on the revolving credit facility, leaving $382 million of available capacity. | |||||||||||||||
-2 | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Group’s option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75%. | |||||||||||||||
-3 | Consists of a $1,882 million term loan, less a discount of $15 million. There is 1% per annum amortization of principal. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Group’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). | |||||||||||||||
-4 | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||||||||||
-5 | Consists of a £20 million facility and a £5 million working capital facility. | |||||||||||||||
-6 | Not included in this table, the Company had $125 million of outstanding letters of credit at March 31, 2015, of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $72 million was under the unsecured letter of credit facility with a rate of 3.0%. | |||||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ||||||||||||||||
Year | Amount | |||||||||||||||
Remaining 2015 | $ | 14 | ||||||||||||||
2016 | 519 | |||||||||||||||
2017 | 19 | |||||||||||||||
2018 | 19 | |||||||||||||||
2019 | 469 | |||||||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||
Schedule of Market Performance Unit Award Valuation Assumptions | ||||||||||||||||||
2015 RTSR PSU | ||||||||||||||||||
Grant date fair value | $ | 41.13 | ||||||||||||||||
Expected volatility | 25.1 | % | ||||||||||||||||
Volatility of XHB | 21.1 | % | ||||||||||||||||
Correlation coefficient | 0.57 | |||||||||||||||||
Risk-free interest rate | 1 | % | ||||||||||||||||
Dividend yield | — | |||||||||||||||||
Schedule of Nonvested Share Activity | A summary of restricted stock, restricted stock unit and performance share unit activities for the three months ended March 31, 2015 is presented below (number of shares in millions): | |||||||||||||||||
Restricted | Weighted | Restricted | Weighted | Performance Share Units (b) | Weighted | |||||||||||||
Stock | Average | Stock Units | Average | Average | ||||||||||||||
Grant Date | Grant Date | Grant Date | ||||||||||||||||
Fair Value | Fair Value | Fair Value | ||||||||||||||||
Unvested at January 1, 2015 | 0.09 | $ | 27.14 | 0.74 | $ | 45.83 | 0.37 | $ | 46.63 | |||||||||
Granted | — | — | 0.58 | 46.46 | 0.41 | 44.71 | ||||||||||||
Vested (a) | — | — | (0.15 | ) | 47.49 | — | — | |||||||||||
Forfeited | — | — | — | — | — | — | ||||||||||||
Unvested at March 31, 2015 | 0.09 | $ | 27.14 | 1.17 | $ | 45.93 | 0.78 | $ | 45.62 | |||||||||
______________ | ||||||||||||||||||
(a) | The total fair value of restricted stock units which vested during the three months ended March 31, 2015 was $7 million. | |||||||||||||||||
(b) | The PSU amounts in the table are shown at the target amount of the award. | |||||||||||||||||
Summary of Stock Options Valuation Assumptions | ||||||||||||||||||
2015 Options | ||||||||||||||||||
Grant date fair value | $ | 17.68 | ||||||||||||||||
Expected volatility | 36.1 | % | ||||||||||||||||
Expected term (years) | 6.25 | |||||||||||||||||
Risk-free interest rate | 1.6 | % | ||||||||||||||||
Dividend yield | — | |||||||||||||||||
Summary of Stock Options Activity | A summary of stock option unit activity for the three months ended March 31, 2015 is presented below (number of shares in millions): | |||||||||||||||||
Options | Weighted | |||||||||||||||||
Average | ||||||||||||||||||
Exercise | ||||||||||||||||||
Price | ||||||||||||||||||
Outstanding at January 1, 2015 | 3.22 | $ | 30.02 | |||||||||||||||
Granted | 0.17 | 46.47 | ||||||||||||||||
Exercised (a) (b) | (0.05 | ) | 22.89 | |||||||||||||||
Forfeited/Expired | (0.01 | ) | 23.59 | |||||||||||||||
Outstanding at March 31, 2015 (c) | 3.33 | $ | 30.99 | |||||||||||||||
______________ | ||||||||||||||||||
(a) | The intrinsic value of options exercised during the three months ended March 31, 2015 was $1 million. | |||||||||||||||||
(b) | Cash received from options exercised during the three months ended March 31, 2015 was $1 million. | |||||||||||||||||
(c) | Options outstanding at March 31, 2015 have an intrinsic value of $57 million and have a weighted average remaining contractual life of 7.4 years. |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Revenues | ||||||||
Revenues (a) (b) | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Real Estate Franchise Services | $ | 151 | $ | 144 | ||||
Company Owned Real Estate Brokerage Services | 796 | 750 | ||||||
Relocation Services | 85 | 86 | ||||||
Title and Settlement Services | 87 | 81 | ||||||
Corporate and Other (c) | (57 | ) | (54 | ) | ||||
Total Company | $ | 1,062 | $ | 1,007 | ||||
_______________ | ||||||||
(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 $57 million and $54 million for the three months ended March 31, 2015 and 2014, 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 $8 million and $7 million for the three months ended March 31, 2015 and 2014, respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||
(c) | Includes the elimination of transactions between segments. | |||||||
EBITDA | ||||||||
EBITDA | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 (a) | |||||||
Real Estate Franchise Services | $ | 86 | $ | 79 | ||||
Company Owned Real Estate Brokerage Services | (16 | ) | (20 | ) | ||||
Relocation Services | 7 | 7 | ||||||
Title and Settlement Services | (3 | ) | (5 | ) | ||||
Corporate and Other (b) | (16 | ) | (25 | ) | ||||
Total Company | $ | 58 | $ | 36 | ||||
Less: | ||||||||
Depreciation and amortization | $ | 46 | $ | 46 | ||||
Interest expense, net | 68 | 70 | ||||||
Income tax benefit | (24 | ) | (34 | ) | ||||
Net loss attributable to Realogy Holdings and Realogy Group | $ | (32 | ) | $ | (46 | ) | ||
_______________ | ||||||||
(a) | Includes $10 million related to the loss on early extinguishment of debt, $1 million related to the Phantom Value Plan (refer to the 2014 Form 10-K for a description of the Phantom Value Plan) and a net cost of $1 million of former parent legacy items for the three months ended March 31, 2014. | |||||||
(b) | Includes the elimination of transactions between segments. |
Basis_Of_Presentation_Company_
Basis Of Presentation Company Description and Background (Details) | Jul. 31, 2006 |
Independent_Companies | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cendant Spin-off Number of New Independent Companies | 4 |
Number of New Independent Companies per Cendant Business Unit | 1 |
Basis_Of_Presentation_Financia
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
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 |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current liabilities) | 52 | 40 |
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 |
Level I | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current liabilities) | 0 | 0 |
Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Level II | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current liabilities) | 52 | 40 |
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 |
Level III | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current liabilities) | $0 | $0 |
Basis_Of_Presentation_Financia1
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | |
In Millions, unless otherwise specified | |||
Secured Debt [Member] | Term loan facility | |||
Long-term Debt | $1,867 | [1] | $1,871 |
Long-term Debt, Fair Value | 1,867 | 1,834 | |
Secured Debt [Member] | 7.625% First Lien Notes | |||
Long-term Debt | 593 | 593 | |
Long-term Debt, Fair Value | 637 | 633 | |
Secured Debt [Member] | 9.00% First and a Half Lien Notes | |||
Long-term Debt | 196 | 196 | |
Long-term Debt, Fair Value | 213 | 215 | |
Senior Notes [Member] | 3.375% Senior Notes | |||
Long-term Debt | 500 | 500 | |
Long-term Debt, Fair Value | 503 | 500 | |
Senior Notes [Member] | 4.50% Senior Notes | |||
Long-term Debt | 450 | 450 | |
Long-term Debt, Fair Value | 456 | 449 | |
Senior Notes [Member] | 5.25% Senior Notes | |||
Long-term Debt | 300 | 300 | |
Long-term Debt, Fair Value | 306 | 291 | |
Line of Credit [Member] | Revolving credit facility | |||
Line of credit facility outstanding amount | 0 | [2],[3] | 0 |
Lines of Credit, Fair Value Disclosure | 0 | 0 | |
Securitization obligations | |||
Short-term Debt | 250 | 269 | |
Short-term Debt, Fair Value | $250 | $269 | |
[1] | Consists of a $1,882 million term loan, less a discount of $15 million. There is 1% per annum amortization of principal. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.bs prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). | ||
[2] | On AprilB 30, 2015, the Company had $93 million outstanding borrowings on the revolving credit facility, leaving $382 million of available capacity. | ||
[3] | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75%. |
Basis_Of_Presentation_Investme
Basis Of Presentation Investment in PHH Home Loans and Transactions with PHH Corporation (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Schedule of Equity Method Investments [Line Items] | ||
Income (Loss) from Equity Method Investments | $2 | ($3) |
PHH Home Loans [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 49.90% | |
Income (Loss) from Equity Method Investments | 2 | -3 |
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | 0 |
Equity Method Investee [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue from Related Parties | $1 | $1 |
Basis_Of_Presentation_Income_T
Basis Of Presentation Income Taxes (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | ($24) | ($34) |
Basis_Of_Presentation_Derivati
Basis Of Presentation Derivative Instruments (Details) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2014 |
Interest_Rate_Swaps | ||||
Swap [Member] | ||||
Derivative [Line Items] | ||||
Notional value of derivative instrument | $1,025 | |||
Swap One [Member] | ||||
Derivative [Line Items] | ||||
Notional value of derivative instrument | 225 | |||
Swap Two [Member] | ||||
Derivative [Line Items] | ||||
Notional value of derivative instrument | 200 | |||
Swap Three [Member] | ||||
Derivative [Line Items] | ||||
Notional value of derivative instrument | 200 | |||
Swap Four [Member] | ||||
Derivative [Line Items] | ||||
Notional value of derivative instrument | 200 | |||
Swap Five [Member] | ||||
Derivative [Line Items] | ||||
Notional value of derivative instrument | 200 | |||
Foreign Exchange Contract [Member] | ||||
Derivative [Line Items] | ||||
Notional value of derivative instrument | 19 | 27 | ||
Foreign Exchange Contract [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Fair value of derivative instrument | 1 | 1 | ||
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Operating Expense [Member] | ||||
Derivative [Line Items] | ||||
(Gain) or Loss Recognized on Derivatives | -1 | 0 | ||
Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Number of interest rate derivatives held | 5 | |||
Number of Interest Rate Swaps Entered Into | 3 | |||
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Interest Expense [Member] | ||||
Derivative [Line Items] | ||||
(Gain) or Loss Recognized on Derivatives | 14 | 8 | ||
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Other Non-Current Liabilities [Member] | ||||
Derivative [Line Items] | ||||
Interest rate derivative liabilities, at fair value | $52 | $40 |
Basis_Of_Presentation_Restrict
Basis Of Presentation Restricted Cash (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Cash and Cash Equivalents [Abstract] | ||
Restricted Cash and Cash Equivalents | $8 | $10 |
Basis_Of_Presentation_Suppleme
Basis Of Presentation Supplemental Cash Flow Info (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Supplemental Cash Flow Information [Abstract] | |
Capital Lease Obligations Incurred | $2 |
Basis_Of_Presentation_Defined_
Basis Of Presentation Defined Benefit Pension Plan (Details) (Pension Plan, Defined Benefit [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost and amortization of actuarial loss | $2 | $2 |
Expected return on plan assets | 2 | 2 |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net periodic cost | $1 | ($1) |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Aug. 14, 2014 |
Offices | |||
Business Acquisition [Line Items] | |||
Goodwill acquired | $0 | ||
Zip Realty [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration paid for acquisition | 167 | ||
Number Of Offices | 23 | ||
Goodwill acquired | 92 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 18 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Current & Noncurrent | 46 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense, Receivables and Other Assets | 6 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent & Current Liabilities, Other | 6 | ||
AmortizablebCustomer relationships (d) | Zip Realty [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1 | ||
Pendings and Listings [Member] | Zip Realty [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 3 | ||
AmortizablebOther (g) | Zip Realty [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 7 | ||
Company Owned Brokerage Services | |||
Business Acquisition [Line Items] | |||
Goodwill acquired | 0 | ||
Company Owned Brokerage Services | NRT Other Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration paid for acquisition | 44 | ||
Goodwill acquired | 45 | ||
Number of business acquired (in real estate brokerage operations) | 16 | ||
Liabilities established related to contingent consideration | 19 | ||
Indefinite-lived Intangible Assets Acquired | 4 | ||
Additions to Other Assets, Description | 3 | ||
Additions to Other Liabilities, Amount | 1 | ||
Company Owned Brokerage Services | Pendings and Listings [Member] | NRT Other Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived Intangible Assets Acquired | 4 | ||
Company Owned Brokerage Services | AmortizablebOther (g) | NRT Other Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived Intangible Assets Acquired | 8 | ||
Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Goodwill acquired | 0 | ||
Title and Settlement Services | TRG Individually Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration paid for acquisition | 6 | ||
Goodwill acquired | 5 | ||
Number of business acquired (in real estate brokerage operations) | 3 | ||
Title and Settlement Services | Pendings and Listings [Member] | TRG Individually Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived Intangible Assets Acquired | $1 |
Intangible_Assets_Goodwill_Det
Intangible Assets - Goodwill (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2014 | $5,263 | |
Accumulated impairment losses | -1,786 | |
Balance at December 31, 2014 | 3,477 | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 3,477 | |
Goodwill acquired | 0 | |
Balance at March 31, 2015 | 3,477 | |
Real Estate Franchise Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2014 | 3,315 | |
Accumulated impairment losses | -1,023 | |
Balance at December 31, 2014 | 2,292 | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 2,292 | |
Goodwill acquired | 0 | |
Balance at March 31, 2015 | 2,292 | |
Company Owned Brokerage Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2014 | 905 | |
Accumulated impairment losses | -158 | |
Balance at December 31, 2014 | 747 | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 747 | |
Goodwill acquired | 0 | |
Balance at March 31, 2015 | 747 | |
Relocation Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2014 | 641 | |
Accumulated impairment losses | -281 | |
Balance at December 31, 2014 | 360 | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 360 | |
Goodwill acquired | 0 | |
Balance at March 31, 2015 | 360 | |
Title and Settlement Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2014 | 402 | |
Accumulated impairment losses | -324 | |
Balance at December 31, 2014 | 78 | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 78 | |
Goodwill acquired | 0 | |
Balance at March 31, 2015 | $78 |
Intangible_Assets_Intangible_A
Intangible Assets - Intangible Assets (Details) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Carrying amount of total other intangibles | $610 | $612 | ||
Accumulated Amortization | 278 | 271 | ||
Net carrying amount of finite-lived and indefinite-lived intangible assets | 332 | 341 | ||
AmortizablebFranchise agreements (a) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | 2,019 | [1] | 2,019 | [1] |
Accumulated Amortization | 541 | [1] | 524 | [1] |
Net carrying amount of finite-lived intangible assets | 1,478 | [1] | 1,495 | [1] |
Amortization period | 30 years | |||
AmortizablebLicense agreements (c) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | 45 | [2] | 45 | [2] |
Accumulated Amortization | 8 | [2] | 7 | [2] |
Net carrying amount of finite-lived intangible assets | 37 | [2] | 38 | [2] |
Amortization period | 50 years | |||
AmortizablebCustomer relationships (d) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | 530 | [3] | 530 | [3] |
Accumulated Amortization | 263 | [3] | 256 | [3] |
Net carrying amount of finite-lived intangible assets | 267 | [3] | 274 | [3] |
AmortizablebCustomer relationships (d) | Minimum [Member] | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 2 years | |||
AmortizablebCustomer relationships (d) | Maximum [Member] | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 20 years | |||
Pendings and Listings [Member] | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | 0 | [4] | 2 | [4] |
Accumulated Amortization | 0 | [4] | 2 | [4] |
Net carrying amount of finite-lived intangible assets | 0 | [4] | 0 | [4] |
Amortization period | 5 months | |||
AmortizablebOther (g) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | 25 | [5] | 25 | [5] |
Accumulated Amortization | 7 | [5] | 6 | [5] |
Net carrying amount of finite-lived intangible assets | 18 | [5] | 19 | [5] |
AmortizablebOther (g) | Minimum [Member] | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 5 years | |||
AmortizablebOther (g) | Maximum [Member] | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 10 years | |||
UnamortizablebTrademarks (b) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of indefinite-lived intangible assets | 736 | [6] | 736 | [6] |
UnamortizablebTitle plant shares (e) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of indefinite-lived intangible assets | $10 | [7] | $10 | [7] |
[1] | Generally amortized over a period of 30 years. | |||
[2] | Relates to the Sothebybs International Realty and Better Homes and Gardens Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | |||
[3] | Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and the Real Estate Franchise Services segment. These relationships are being amortized over a period of 2 to 20 years. | |||
[4] | Generally amortized over a period of 5 months. | |||
[5] | Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. | |||
[6] | Relates to the Century 21, Coldwell Banker, ERA, The Corcoran Group, Coldwell Banker Commercial and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. | |||
[7] | Primarily relates to the Texas American Title Company title plant shares. Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. |
Intangible_Assets_Amortization
Intangible Assets - Amortization Expense (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Years | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | $26 | $29 |
The number of succeeding years for which amortization expense is disclosed | 4 | |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of 2015 | 75 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 98 | |
Amortization expense for Year Two | 94 | |
Amortization expense for Year Three | 93 | |
Amortization expense for Year Four | 92 | |
Amortization expense Thereafter | 1,348 | |
AmortizablebFranchise agreements (a) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | 17 | 17 |
AmortizablebLicense agreements (c) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | 1 | 0 |
AmortizablebCustomer relationships (d) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | 7 | 9 |
Pendings and Listings [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | 0 | 3 |
AmortizablebOther (g) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | $1 | $0 |
Accrued_Expenses_And_Other_Cur2
Accrued Expenses And Other Current Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accrued payroll and related employee costs | $91 | $120 |
Accrued volume incentives | 26 | 32 |
Accrued commissions | 27 | 21 |
Deferred income | 70 | 73 |
Accrued interest | 40 | 44 |
Other | 126 | 121 |
Accrued expenses and other current liabilities | $380 | $411 |
Short_And_LongTerm_Debt_Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | |
In Millions, unless otherwise specified | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | $3,906 | $3,910 | |
Securitization obligations | 250 | 269 | |
Secured Debt [Member] | Term loan facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 1,867 | [1] | 1,871 |
Secured Debt [Member] | 7.625% First Lien Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 593 | 593 | |
Secured Debt [Member] | 9.00% First and a Half Lien Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 196 | 196 | |
Senior Notes [Member] | 3.375% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 500 | 500 | |
Senior Notes [Member] | 4.50% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 450 | 450 | |
Senior Notes [Member] | 5.25% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 300 | 300 | |
Line of Credit [Member] | Revolving credit facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Line of credit facility outstanding amount | 0 | [2],[3] | 0 |
Securitization obligations | Apple Ridge Funding LLC | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | 240 | [4] | 255 |
Securitization obligations | Cartus Financing Limited | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | $10 | [4],[5] | $14 |
[1] | Consists of a $1,882 million term loan, less a discount of $15 million. There is 1% per annum amortization of principal. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.bs prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). | ||
[2] | On AprilB 30, 2015, the Company had $93 million outstanding borrowings on the revolving credit facility, leaving $382 million of available capacity. | ||
[3] | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75%. | ||
[4] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||
[5] | Consists of a £20 million facility and a £5 million working capital facility. |
Short_And_LongTerm_Debt_Schedu1
Short And Long-Term Debt Schedule of Debt (Details) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 05, 2013 | Apr. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |||||
In Millions, unless otherwise specified | USD ($) | USD ($) | Revolving credit facility | Revolving credit facility | Term loan facility | Term loan facility | Subsequent Event [Member] | Unsecured Letter of Credit Facility [Member] | Synthetic Letter of Credit Facility [Member] | Synthetic Letter of Credit Facility [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Securitization obligations | Securitization obligations | Securitization obligations | Securitization obligations | Securitization obligations | |||||
LIBOR [Member] | ABR [Member] | LIBOR [Member] | ABR [Member] | Revolving credit facility | USD ($) | USD ($) | USD ($) | Term loan facility | Term loan facility | 7.625% First Lien Notes | 7.625% First Lien Notes | 9.00% First and a Half Lien Notes | 9.00% First and a Half Lien Notes | 3.375% Senior Notes | 3.375% Senior Notes | 4.50% Senior Notes | 4.50% Senior Notes | 5.25% Senior Notes | 5.25% Senior Notes | Revolving credit facility | Revolving credit facility | Revolving credit facility | Subsequent Event [Member] | Apple Ridge Funding LLC | Apple Ridge Funding LLC | Cartus Financing Limited | Cartus Financing Limited | Working Capital Facility [Member] | ||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Revolving credit facility | USD ($) | USD ($) | USD ($) | USD ($) | Cartus Financing Limited | |||||||||||||||
USD ($) | GBP (£) | |||||||||||||||||||||||||||||||||||
Total Capacity | ||||||||||||||||||||||||||||||||||||
Total capacity, short-term debt, line of credit facility | $475 | [1],[2] | $475 | |||||||||||||||||||||||||||||||||
Total capacity, long-term debt | 1,882 | [3] | 593 | 196 | 500 | 450 | 300 | |||||||||||||||||||||||||||||
Total capacity, securitization obligations | 325 | [4] | 37 | [4],[5] | 5 | |||||||||||||||||||||||||||||||
Total capacity, total long-term and short-term debt | 4,758 | [6] | ||||||||||||||||||||||||||||||||||
Outstanding Borrowings | ||||||||||||||||||||||||||||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 0 | [1],[2] | 0 | 93 | ||||||||||||||||||||||||||||||||
Outstanding borrowings, long-term debt | 1,867 | [3] | 1,871 | 593 | 593 | 196 | 196 | 500 | 500 | 450 | 450 | 300 | 300 | |||||||||||||||||||||||
Outstanding borrowings, securitization obligations | 250 | 269 | 240 | [4] | 255 | 10 | [4],[5] | 14 | ||||||||||||||||||||||||||||
Outstanding borrowings, total long-term and short-term debt | 4,156 | [6] | ||||||||||||||||||||||||||||||||||
Available Capacity | ||||||||||||||||||||||||||||||||||||
Available capacity, line or credit facility | 475 | [1],[2] | 382 | |||||||||||||||||||||||||||||||||
Available capacity, debt | 587 | [6] | 0 | [3] | 0 | 0 | 0 | 0 | 0 | 85 | [4] | 27 | [4],[5] | |||||||||||||||||||||||
Interest Rate | 3.00% | 4.25% | 7.63% | 9.00% | 3.38% | 4.50% | 5.25% | |||||||||||||||||||||||||||||
Outstanding letters of credit | 125 | 0 | 72 | 53 | 53 | |||||||||||||||||||||||||||||||
Description of variable interest rate basis | LIBOR | ABR | LIBOR | ABR | ||||||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.75% | 1.75% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | 1.75% | 3.00% | 2.00% | ||||||||||||||||||||||||||||||||
Unamortized discount | $15 | |||||||||||||||||||||||||||||||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | 1.00% | ||||||||||||||||||||||||||||||||||
[1] | On AprilB 30, 2015, the Company had $93 million outstanding borrowings on the revolving credit facility, leaving $382 million of available capacity. | |||||||||||||||||||||||||||||||||||
[2] | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75%. | |||||||||||||||||||||||||||||||||||
[3] | Consists of a $1,882 million term loan, less a discount of $15 million. There is 1% per annum amortization of principal. The interest rate with respect to the term loan under the senior secured credit facility is based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.bs prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). | |||||||||||||||||||||||||||||||||||
[4] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||||||||||||||||||||||||||||||
[5] | Consists of a £20 million facility and a £5 million working capital facility. | |||||||||||||||||||||||||||||||||||
[6] | Not included in this table, the Company had $125 million of outstanding letters of credit at MarchB 31, 2015, of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $72 million was under the unsecured letter of credit facility with a rate of 3.0%. |
Short_And_LongTerm_Debt_Maturi
Short And Long-Term Debt Maturities Table (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Long-term Debt Maturities, Years Presented | 4 years |
Remaining 2015 | $14 |
2016 | 519 |
2017 | 19 |
2018 | 19 |
2019 | $469 |
Short_And_LongTerm_Debt_Senior
Short And Long-Term Debt Senior Secured Credit Facility (Details) (USD $) | 3 Months Ended | ||||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 05, 2013 | Dec. 31, 2014 | Mar. 10, 2014 | |
Debt Instrument [Line Items] | |||||
Letter of Credit, borrowing capacity | $250 | ||||
Outstanding letters of credit | 125 | ||||
Additional Credit Facilities | 500 | ||||
Scenario, Actual [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior secured leverage ratio | 2.96 | ||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Borrowings under the revolving credit facility as a percentage of total commitments | 25.00% | ||||
Maximum [Member] | Required Covenant Ratio to Receive Additional Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior secured leverage ratio | 3.5 | ||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||
Maximum [Member] | Required Covenant Ratio [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior secured leverage ratio | 4.75 | ||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||
Synthetic Letter of Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Letter of Credit, borrowing capacity | 55 | ||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | ||||
Outstanding letters of credit | 53 | 53 | |||
Term loan facility | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Description of variable interest rate basis | LIBOR | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.75% | ||||
Term loan facility | ABR [Member] | |||||
Debt Instrument [Line Items] | |||||
Description of variable interest rate basis | ABR | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.75% | ||||
Revolving credit facility | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Description of variable interest rate basis | LIBOR | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
Revolving credit facility | ABR [Member] | |||||
Debt Instrument [Line Items] | |||||
Description of variable interest rate basis | ABR | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Line of Credit [Member] | Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility borrowing capacity | 475 | [1],[2] | 475 | ||
Secured Debt [Member] | Term loan facility | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $1,905 | ||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | ||||
[1] | On AprilB 30, 2015, the Company had $93 million outstanding borrowings on the revolving credit facility, leaving $382 million of available capacity. | ||||
[2] | Interest rates with respect to revolving loans under the senior secured credit facility are based on, at Realogy Groupbs option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75%. |
Short_And_LongTerm_Debt_First_
Short And Long-Term Debt First Lien Notes (Details) (Secured Debt [Member], 7.625% First Lien Notes) | Mar. 31, 2015 |
Secured Debt [Member] | 7.625% First Lien Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 7.63% |
Short_And_LongTerm_Debt_First_1
Short And Long-Term Debt First and a Half Lien Notes (Details) (Secured Debt [Member], 9.00% First and a Half Lien Notes) | Mar. 31, 2015 |
Secured Debt [Member] | 9.00% First and a Half Lien Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 9.00% |
Short_And_LongTerm_Debt_Unsecu
Short And Long-Term Debt Unsecured Notes (Details) (Senior Notes [Member]) | Mar. 31, 2015 |
3.375% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 3.38% |
4.50% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 4.50% |
5.25% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 5.25% |
Short_And_LongTerm_Debt_Other_
Short And Long-Term Debt Other Debt Facilities (Details) (USD $) | Mar. 31, 2015 | Mar. 05, 2013 |
In Millions, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ||
Letter of Credit, borrowing capacity | $250 | |
Outstanding letters of credit | 125 | |
Unsecured Letter of Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Letter of Credit, borrowing capacity | 81 | |
Outstanding letters of credit | 72 | |
June 2017 [Member] | Unsecured Letter of Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Letter of Credit, borrowing capacity | 27 | |
August 2017 [Member] | Unsecured Letter of Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Letter of Credit, borrowing capacity | $54 |
Short_And_LongTerm_Debt_Securi
Short And Long-Term Debt Securitization Obligations (Details) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | ||
In Millions, unless otherwise specified | USD ($) | USD ($) | Securitization obligations | Securitization obligations | Securitization obligations | Apple Ridge Funding LLC | Apple Ridge Funding LLC | Cartus Financing Limited | Cartus Financing Limited | Cartus Financing Limited | Cartus Financing Limited | ||
USD ($) | USD ($) | USD ($) | Securitization obligations | Securitization obligations | Securitization obligations | Securitization obligations | Revolving credit facility | Working Capital Facility [Member] | |||||
USD ($) | USD ($) | USD ($) | USD ($) | Securitization obligations | Securitization obligations | ||||||||
GBP (£) | GBP (£) | ||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Securitization obligations | $250 | $269 | $240 | [1] | $255 | $10 | [1],[2] | $14 | |||||
Total capacity, securitization obligations | 325 | [1] | 37 | [1],[2] | 20 | 5 | |||||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | 332 | 286 | |||||||||||
Interest expense, debt | $1 | $1 | |||||||||||
Weighted average interest rate, securitization obligations | 2.20% | 2.90% | |||||||||||
[1] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||||||
[2] | Consists of a £20 million facility and a £5 million working capital facility. |
Short_And_LongTerm_Debt_Loss_o
Short And Long-Term Debt Loss on the Early Extinguishment of Debt and Write-Off of Deferred Financing Costs (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Debt Disclosure [Abstract] | ||
Loss on the early extinguishment of debt | $0 | $10 |
StockBased_Compensation_Introd
Stock-Based Compensation Introduction Narrative (Details) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Performance_metrics | |
Shares authorized for issuance under the plan (in shares) | 9.6 |
Shares available for future grant under the plan (in shares) | 1.3 |
Performance Share Units | |
Award Vesting Period | 3 years |
Number of Performance Metrics | 2 |
The first performance metric | 1 |
Restricted Stock Units | |
Award Vesting Period | 3 years |
Annual Vesting Percentage | 33.33% |
Options | |
Award Vesting Period | 4 years |
Annual Vesting Percentage | 25.00% |
Contractual Term | 10 years |
Cumulative Free Cash Flow [Member] | Minimum [Member] | Performance Share Units | |
Award Vesting Rights Percentage | 0.00% |
Cumulative Free Cash Flow [Member] | Maximum [Member] | Performance Share Units | |
Award Vesting Rights Percentage | 175.00% |
RTSR [Member] | Minimum [Member] | Performance Share Units | |
Award Vesting Rights Percentage | 0.00% |
RTSR [Member] | Maximum [Member] | Performance Share Units | |
Award Vesting Rights Percentage | 200.00% |
StockBased_Compensation_Incent
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Market Performance Units Valuation Assumptions (Details) (Performance Share Units, RTSR [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date fair value | $41.13 |
Correlation coefficient | 0.57 |
Risk-free interest rate | 1.00% |
Dividend yield | 0.00% |
Realogy and comparable companies [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 25.10% |
XHB [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 21.10% |
StockBased_Compensation_Incent1
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Restricted Stock, Restricted Stock Unit, and Performance Unit Activity (Details) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | |
Restricted Stock | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | 0.09 | |
Granted | 0 | |
Vested (a) | 0 | [1] |
Forfeited | 0 | |
Unvested at March 31, 2015 | 0.09 | |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $27.14 | |
Granted | $0 | |
Vested (a) | $0 | [1] |
Forfeited | $0 | |
Unvested at March 31, 2015 | $27.14 | |
Restricted Stock Units | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | 0.74 | |
Granted | 0.58 | |
Vested (a) | -0.15 | [1] |
Forfeited | 0 | |
Unvested at March 31, 2015 | 1.17 | |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $45.83 | |
Granted | $46.46 | |
Vested (a) | $47.49 | [1] |
Forfeited | $0 | |
Unvested at March 31, 2015 | $45.93 | |
Fair value of awards vested | $7 | |
Performance Share Units | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | 0.37 | [2] |
Granted | 0.41 | [2] |
Vested (a) | 0 | [1],[2] |
Forfeited | 0 | [2] |
Unvested at March 31, 2015 | 0.78 | [2] |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $46.63 | |
Granted | $44.71 | |
Vested (a) | $0 | [1] |
Forfeited | $0 | |
Unvested at March 31, 2015 | $45.62 | |
[1] | The intrinsic value of options exercised during the three months ended MarchB 31, 2015 was $1 million. | |
[2] | Cash received from options exercised during the three months ended MarchB 31, 2015 was $1 million. |
StockBased_Compensation_Incent2
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Stock Options Valuation Assumptions (Details) (Options, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date fair value | $17.68 |
Expected volatility | 36.10% |
Expected term (years) | 6 years 3 months |
Risk-free interest rate | 1.60% |
Dividend yield | 0.00% |
StockBased_Compensation_Incent3
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Option Activity (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | |
Options, Weighted Average Exercise Price Roll Forward | ||
Intrinsic value of options exercised | $1 | |
Cash received from options exercised | 1 | |
Intrinsic value of outstanding options | $57 | |
Weighted average remaining contractual life of outstanding options | 7 years 5 months | |
Options | ||
Options, Number of Shares Roll Forward | ||
Outstanding at January 1, 2015 | 3,220,000 | |
Granted | 170,000 | |
Exercised (a) (b) | -50,000 | [1],[2] |
Forfeited/Expired | -10,000 | |
Outstanding at March 31, 2015 (c) | 3,330,000 | [3] |
Options, Weighted Average Exercise Price Roll Forward | ||
Outstanding at January 1, 2015 | $30.02 | |
Granted | $46.47 | |
Exercised (a) (b) | ($22.89) | [1],[2] |
Forfeited/Expired | $23.59 | |
Outstanding at March 31, 2015 (c) | $30.99 | [3] |
[1] | Cash received from options exercised during the three months ended MarchB 31, 2015 was $1 million. | |
[2] | The intrinsic value of options exercised during the three months ended MarchB 31, 2015 was $1 million. | |
[3] | Options outstanding at MarchB 31, 2015 have an intrinsic value of $57 million and have a weighted average remaining contractual life of 7.4 years. |
StockBased_Compensation_Stock_
Stock-Based Compensation Stock Based Compensation Expense (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Unrecognized compensation cost | $77 | |
Remaining weighted average period | 1 year 5 months | |
Stock-based compensation expense | $11 | $9 |
Transactions_With_Former_Paren
Transactions With Former Parent Transfer of Cendant Corporate Liabilities and Issuance of Guarantees to Cendant and Affiliates (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Related Party Transactions [Abstract] | ||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | |
Due to former parent | $46 | $51 |
Earnings_Per_Share_Earnings_Pe1
Earnings Per Share Earnings Per Share (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Target Achievement Percentage | 100.00% | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,400,000 | 4,900,000 |
Commitments_And_Contingencies_
Commitments And Contingencies (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Loss Contingencies [Line Items] | ||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | |
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% | |
Loss Contingency, Range of Possible Loss, Minimum | $0 | |
Loss Contingency, Range of Possible Loss, Maximum | 5,000,000 | |
Outstanding letters of credit | 125,000,000 | |
Minimum Aggregate Value of Former Parent Contingent Liabilities for which the Letter of Credit will be Terminated | 30,000,000 | |
Noninterest-bearing deposit liabilities | 404,000,000 | 251,000,000 |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Cash, FDIC insured amount | 250,000 | |
Synthetic Letter of Credit Facility [Member] | ||
Loss Contingencies [Line Items] | ||
Outstanding letters of credit | $53,000,000 | $53,000,000 |
Segment_Information_Revenues_D
Segment Information - Revenues (Details) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | $1,062 | [1],[2] | $1,007 | [1],[2] |
Real Estate Franchise Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | 151 | [1],[2] | 144 | [1],[2] |
Real Estate Franchise Services | Royalties and Marketing Fees [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | 57 | 54 | ||
Company Owned Brokerage Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | 796 | [1],[2] | 750 | [1],[2] |
Relocation Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | 85 | [1],[2] | 86 | [1],[2] |
Relocation Services | Referral and Relocation Fees [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | 8 | 7 | ||
Title and Settlement Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | 87 | [1],[2] | 81 | [1],[2] |
Corporate and Other (b) | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenues | ($57) | [1],[2],[3] | ($54) | [1],[2],[3] |
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $8 million and $7 million for the three months ended MarchB 31, 2015 and 2014, 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 $57 million and $54 million for the three months ended MarchB 31, 2015 and 2014, respectively. Such amounts are eliminated through the Corporate and Other line. | |||
[3] | Includes the elimination of transactions between segments. |
Segment_Information_EBITDA_Det
Segment Information - EBITDA (Details) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Segment Reporting Information [Line Items] | ||||
Earnings Before Interest, Taxes, Depreciation and Amortization | $58 | $36 | [1] | |
Depreciation and amortization | 46 | 46 | ||
Interest expense, net | 68 | 70 | ||
Income tax benefit | -24 | -34 | ||
Net loss attributable to Realogy Holdings and Realogy Group | -32 | -46 | ||
Loss on the early extinguishment of debt | 0 | 10 | ||
Stock-based compensation expense related to Phantom Plan | 11 | 9 | ||
Former parent legacy costs (benefit), net | 0 | 1 | ||
Restricted Stock | Phantom Value Plan [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Stock-based compensation expense related to Phantom Plan | 1 | |||
Real Estate Franchise Services | ||||
Segment Reporting Information [Line Items] | ||||
Earnings Before Interest, Taxes, Depreciation and Amortization | 86 | 79 | [1] | |
Company Owned Brokerage Services | ||||
Segment Reporting Information [Line Items] | ||||
Earnings Before Interest, Taxes, Depreciation and Amortization | -16 | -20 | [1] | |
Relocation Services | ||||
Segment Reporting Information [Line Items] | ||||
Earnings Before Interest, Taxes, Depreciation and Amortization | 7 | 7 | [1] | |
Title and Settlement Services | ||||
Segment Reporting Information [Line Items] | ||||
Earnings Before Interest, Taxes, Depreciation and Amortization | -3 | -5 | [1] | |
Corporate and Other (b) | ||||
Segment Reporting Information [Line Items] | ||||
Earnings Before Interest, Taxes, Depreciation and Amortization | ($16) | [2] | ($25) | [1],[2] |
[1] | Includes $10 million related to the loss on early extinguishment of debt, $1 million related to the Phantom Value Plan (refer to the 2014 Form 10-K for a description of the Phantom Value Plan) and a net cost of $1 million of former parent legacy items for the three months ended MarchB 31, 2014. | |||
[2] | Includes the elimination of transactions between segments. |
Subsequent_Events_Subsequent_E1
Subsequent Events Subsequent Events (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Apr. 30, 2015 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Cash consideration paid for acquisition | $77 |